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Home My WebLink AboutC16-131 Certified Languages InternationalAGREEMENT FOR ON-CALL SERVICES BETWEEN EAGLE COLTNTY, COLORADO AND CERTIFIED LANGUAGES INTERNATIONAL, LLC THIS ACREEMENT ("Agreement") is effective as of the I day of April, 2016by and between Certified Languages International, LLC, a Oregon limited liability company (hereinafter "Contractor" or "CLI" or ,,Company") and Eagle Counfy, Colorado, a body corporate and politic (hereinafter "County" or "Customer"). RECITALS WHEREAS, County desires to hire Contractor to perform interpreting services as set forth herein; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise' and experience necessary to provide the Services as defined below in paragraph I hereof; and WHEREAS, this Agreement shall govem the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: l. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the on-call interpreting services at the rates set forth in Schedule B to Exhibit A (hereinafter collectively the "services" or "Worko'). Exhibit A further sets forth additional terms and conditions and the parties agree to comply with the same. Exhibit A is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to fumish the Services in accordance with the schedule established in each proposal approved by County. If no completion date is specified, then Contractor agrees to fumish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below,Co ntractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. Z. County's Representative. The Human Resource Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions ofparagraph I I hereof, shall continue in full force and effect for a period ofone year from the date first set forth above. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties' No additional services or work performed by Contractor shall be the basis for additiogt\gqPflR$g$ylfiS Tg) Eag!e Attorney's Off'lce Sagle Count'/ Carxmissioners' Office C16-131 until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance ofalterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis ofany increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed' Compensation. County shall compensate Contractor for the performance of the Services in accordance with the fee schedule set forth in Exhibit A. Prior to commencement of Services for written document translation' Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the Services. Each estimate must be approved by County's Representative prior to commenaement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for all Services under this Agreement shall not exceed $25.000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County, Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be retumed to County. a. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment ofany taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 3 I of any year, without an appropriation therefor by County in accordance with a b udget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-l-l0l et. seq.) and the TABOR Amendment (Colorado Constitution, Article X' Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise ofContractor and its ability to engage qualified subcontractors to perform the Services under this Agreement. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Services during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent ofthe Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and 2 Eagle County On-Call General Services final 5/14 Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions ofits agents, employees and subcontractors. Contractor shall be responsible for payment to its sub-contractors and County shall have no responsibility therefor' 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv. professional liability insurance including Cyber Liability with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County with limits of liability not 1ess than $1,000,000 per claim and $1,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Sicurity Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to Customer Data (defined in Exhibit A), including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer, computer system, network or similar computer related property and the data, software and programs thereon. v, Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. IfContractor is physically located on County premises, third party fidelity coverage extension shall apply' The policy shall include coverage for all directors, oflicers and employees of the Contractor. The policy shall include toue.ag. for extended theft and mysterious disappearance. The policy shall not contain a condition requiring an arrest or conversion. Limits shall be a minimum of $l,000,000 per loss. b. Other Requirements. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate ofinsurance consistent with the foregoing requirements is attached hereto as Exhibit B. termination hereof. lv, Contractor represents and wamants that its insurance covers the acts ofits subcontractors' The insurance provisions of this Agreement shall survive expiration or The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise J Eagle County On-Call General Services final 5/14 available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities directly arise out of this Agreement, or are based upon any performance by Contractor or any ofits subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. g. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance ofthe Services shall remain the property ofthe County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice ofsuch change to the other party. COUNTY: Eagle County, Colorado Attention: Jacci McKenna 500 Broadway Post Office Box 850 Eagle, CO 81631 Tef ephone: 97 0-328-8796 Facsimile: 970-328-8799 E-Mail : j acci.mc kenna@eaglecounty.us With a copy to: Eagle CountY AttorneY 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-M ai I : atty @eaglecounty.us CONTRACTOR: 4 Eagle County On-Call Geneml Services final 5/14 Contract Manager Certified Languages International, LLC 4800 SW Macadam Avenue, Suite 400 Portland, OR97239 Telephone: (503) 484-2425 or 800 362-3241 Ext 356 Facsimile: (503) 450-l 9 I 6 E-Mail : JeniL@Certifi edLanguages.com I L Termination. Either party may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the other parfy. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph t hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. lZ. Applicable Law. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts: Electronic Sisnatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24'71'3-l0l to l2l' 14.Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder, and with alllocal conditions, federal, state and local laws, ordinances, rules and regulationsthat in any manner affect cost, progress, or performance ofthe Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance ofthe Services' c. To the extent possible, Contractor has correlated the results ofsuch observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy ofthe Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor ofany ofits responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to 5 Eagle County On-Call General Services final 5/14 ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Asreement. h. Intentionally Omitted. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations' This Agreement contains the entire agreement between the parties with respect to the subject matter hereofand supersedes all other agreements or understanding between the parties with respect thereto. j. Intentionally Omitted. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise ofany right hereunder shall constitute a waiver thereof. No waiver ofany breach shall be deemed a waiver ofany preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability ofany other provision hereof' n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, ifa natural person eighteen (18) years ofage or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Govemment Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. 6 EagleCounty On-Call General Services final 5/14 I Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: hj!_p_://\t/_yyw-.dh.s.eo--v/xprcvprot/pr-oFrams/s-c 118522162S""150.shtm c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public contract for services is being performed' d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor ifduring such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in c.R.s.8-r7.5-I02(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law' g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach' [REST OF PAGE INTENTIONALLY LEFT BLANKJ I Eagle County On-Call General Services final 5/14 IN WITNESS WHEREOF', the parties have executed this Agreement the day and year first set forth above' EAGLE COUNTY, COLORADO By and througbj, By: Brent McFall, County Manager CONTRACTOR: Certified Languages Intemational, LLC tu@ 4d ry Knn'n ou'drn .l . \ ' 4u+ir*d.-r'a ,d.*l-C}_----By: :.i-."-".*".* Kristin Quinlan, CEO 8 Eagle County On-Call General Services final 5/14 EXHIBIT A Additional Terms and Conditions and Fee Schedule 9 EagleCounty On-Call General Services final 5/14 -lbl CERTTFTED LANGUAGES It," INTERNATTONAL EXHIBIT A ADDITIONAL TERMS AND CONDITIONS Password- Protected Invoice E mails: Check this box if you want to receive invoices with a password-protected email: D CoMpaNv Inronuarroru Company Name: Company Address: Company Phone Number: Company EIN: Sales Associate: Ceftified Languages International, LLC an Oregon limited liability company 4800 SW Macadam Avenue, Suite 400 Poftland, OR 97239 (s03) 484-242s 93-t220817 Jeni Luu Jen i L@Ceftified La nq uaoes.com (800) 362-3241 ext. 356 Bill Reed Bi llR@Ceftified Lanquaqes.com (800) 362-3241 ext. 319 (503) 4s0-19t6 fax (s03) 484-2319 fax Cusrourn Iruronuarron Customer Name:Eagle County, Colorado Primary Contact:Jacci McKenna Email Address:Jacci. McKenna@eag lecounty.us Mailing Address:Post Office Box 850, 500 Broadway, Eagle, CO 81631 Phone Number:970-328-8796 Billing Contact and Address (if different from above):See Above Billing Email for Electronic Invoices:Jacci.mckenna@eao lecountv.us Secondary Emailfor Invoices:Rhea. bon k@eaglecounty. us Purchase Order (if applicable): Suppoft Representative: Page 1 of I Si:rvic.i-. Agreerli:nt : Con rro:nrmt ir 1016 Certrfie<J Li:ngu.lqes Iniernational, LLI 1. 2. Intentionallv Omitted. Privacy and Data SecuriW 2,L Processing Customer Data. In the course of delivering the Seruices for Customer, one category of data is collected: (1) the data necessary for determining billing and authorization information (e.9., Company ID, date, time of call, department ID, authorization ID), ). All such data is referred to as "Customer Data." 2.1.t Company will at all times collect and process Customer Data only in accordance with the instructions of the Customer Contact, as set forth in Schedule A and as communicated in writing from time to time. 2.L.2 Telephone calls shall not be recorded or saved by Company. 2.2 Disclosing Customer Data. Company will not disclose, copy, reproduce/ or transfer Confidential Information, including Customer Data, to any third pafi, for any reason, without the prior permission in writing of Customer except where such disclosure or transfer is required by any applicable law, regulation/ or governmental authority and in such event, Company shall provide County with advance written notice of such request prior to disclosing any information. 2.3 TechnicalandOrganizationalMeasures. 2.3.1 Company will ensure that technical and organizational measures are adopted (a) to protect Customer Data against accidental, unauthorized, or unlawful destruction, loss, damage, alteration, disclosure, access, and processing in accordance with recognized industry practice for contractors working with confidential and sensitive information and (b) as required by any applicable data protection law. 2.3.2 Company will inform Primary Contact in writing within 24 hours of any accidental or unlawful destruction or accidental loss or damage, alteration, unauthorized disclosure, or access to the Customer Data. Ongoing communication concerning security incidents or data breache(es) should occur on an urgent and as-needed basis between the pafties during any mitigation process and as may be required by law. 2.3,3 If Company has actual knowledge of a confirmed data breach that affects the sercuifi of any Customer Data, the Company will take commercially reasonable measures to addres any data breach in a timely manner and as may be required by applicable law including but not limited to: (a) coopering with County as reasonably requestedto investigate and resolve the breach; (b) promptly implement remedial measures and document responsive actions taken; and (c) communicating with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquires and seeking external expeftise all as mutally agreed upon between County and Contractor. Intentionallv Omifted. Intentionallv Omitted. General Warranties 3. 4. 5. Facle 7 of 7 Servii:u Agrui:tttelnt : CoNFIDENTIAI s; Xl1{i Ceriifrud l-;rrigL.iages Inlernaticinal, l-LC 5. Except for the express warranties in this Agreement, Company expressly disclaims all warranties with respect to the Seruices, express and implied, including but not limited to the warranty of merchantability and the warranty of fitness for a particular purpose. Subject to the immediately preceding sentence, in addition to any other Company representation, warranty, andlor covenant contained in this Agreement, Company represents, warrants, and covenants the following to Customer: 5.1 Compliance. Company represents and warrants that it shall comply and perform the Services in accordance with all applicable federal, state, and local laws, regulations, ordinances, and guidelines. Company shall obtain any licenses, permits, or registrations necessary for Company to be able to pedorm under this Agreement, which shall include, but is not limited to, all privacy laws, regulations, and guidelines. 5.2 HIPAA. Company represents and warrants that it complies with the federal laws and regulations of the Health Insurance Poftability and Accountability Act of 1996 (HIPAA) governing the use andlor disclosure of individually identifiable health information. Company is aware that Customers will be required to be in compliance with those regulations as promulgated under HIPM, including but not limited to entering into a Business Associate Agreement (BM) with Customer. Company agrees to promptly execute an acceptable form of BM upon request. Company also complies with the Joint Commission standards and regulations governing the provision of healthcare services, 5,3 Safe Harbor. Company agrees that it will fully and accurately satisfy its responsibilities, as the provider of services covered by this Agreement, under the Safe Harbor Regulations relating to program "fraud and abuse" promulgated under the Social Security Act and the Medicare and Medicaid Patient & Program Protection Act of 1987. 5.4 Eligibility. Company warrants that it is not disbarred or suspended, proposed for disbarment or declared ineligible for award, of contracts by any Federal Agency. 5.5 Presentations and Publications. Company shall not present, publish, nor submit for publication any work resulting from Company's Seruices delivered to Customer without Customer's prior written approval. 5.6 Quality of Seruices. Company will perform the Services to the best of Company's ability, diligently, in good faith, in a professional manner, and consistent with the terms and conditions contained in this Agreement. Company will be solely responsible for the Seruices. Company will make all decisions called for promptly and without unreasonable delay. All materials and documents prepared by Company will be accurate, complete, unambiguous, and prepared propedy. Time is of the essence with respect to Company's performance of its obligations under this Agreement. Confi dential Information 6.1 Definition. "Confidential Information" means any and all information provided to a Pafi by the other Party or other information, which a Pafi otherwise gains access to during the course of its peformance under this Agreement, regardless of whether such information is labeled or otherwise identified as being confidential. Without limiting the generality of the foregoing, Confidential Information shall include a Pafi's trade secrets, techniques, processes/ procedures, costs, prices, finances, marketing plans, business oppoftunities, Customer Data, and customer information. Confidential Information shall not include data or information that (a) was in the public domain at the time it was disclosed or falls within the public domain, except through the fault of the receiving Party; (b) was known to the receiving Party at the time of disclosure without an obligation of confidentiality, as evidenced by such Pafi's written records; (c) was disclosed after written approval of the disclosing Party; (d) Paqe 3 cf 7 Servic"r.,l Agrec-:ttti-:nt : CoN TIDENTIAL : 2Cr16 C,:rttf r':d LanorirLir:s lrjiut'r latiottal, LLC 7. 8. 9. becomes known to the receiving Party from a source other than the disclosing Party without an obligation of confidentiality; or (e) is independently developed by the receiving Party without use of the disclosing Pafi's Confidential Information, as evidenced by such Pafi's written records. 6.2 Ownership and Disclosure. Customer and Company each retains all right, title, and interest in its own respective Confidential Information, During the term of this Agreement and for a period of seven (7) years thereafter, the receiving Paty shall not (a) without first obtaining the consent of the disclosing Pafi, disclose to any third pafi any Confidential Information; or (b) without the consent of the disclosing Pafi, use the Confidential Information for any purpose not specified in this Agreement, The receiving Pafi shall notiff the disclosing Pafi promptly of any unauthorized disclosure of the Confidential Information and assist the disclosing Party in remedying any such unauthorized disclosure. Each Party agrees that all persons having access to the Confidential Information of the other Party under this Agreement will abide by the confidentiality obligations set forth in this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall be construed to restrict or prohibit the Pafties from disclosing Confidential Information as required by law or court order or other governmental order or request, provided in each case the Party requested to make such disclosure shall timely inform the other Pafi. In addition, the disclosing Party shall permit the other Party to attempt to limit such disclosure by appropriate legal means. The pafties understand and agree that Customer is subject to the Colorado Open Records Act and this Agreement shall be available to the public and approved in a public meeting, Intentionallv Omitted Intentionallv Omitted Miscellaneous 9.1 Use and Non-solicitation. Customer shall not, for any reason, use Company's interpreters for illegal or improper purposes. Customer and Company are expressly prohibited from soliciting each othe/s contracted interpreterc, employees, officerc, and agents for the purpose of terminating an existing relationship between such interpreter, employee, officer, or agent with the other Pafty, without the express written consent of the other Pafi. 9.2 Independent Contractor - Consultant Relationship. Company's status under this Agreement is that of an independent contractor. All Company personnel shall be employees or independent contractors of Company and shall not be deemed an employee, agent, paftner, or joint venturer of Customer for any purpose whatsoever. Neither Company nor any Company personnel shall have any authority to bind or act on behalf of Customer. It is further understood that any interpreter performing interpretation at Customer's office is not an employee of Customer. Customer shall have no duty or responsibility to withhold income tax or social security tax, or pay workers' compensation insurance premiums, unemployment compensation, or any fringe benefit incident to employer-employee relations to Company or to any interpreter. 9.3 Assignment. Customer may not assign this Agreement or any interest herein, or delegate any of its duties hereunder, to any third pafi without the prior written consent of Company, except that such consent will not be required in connection with a transfer of all or substantially all of such Party's business and assets, Any attempted assignment or delegation without such consent or outside the context of an asset sale shall be null and void. Pacle ;1 o{ 7 Serviccl,{qrelcnrclirt : Coru rrprrunnl 'a., 2A16 Ccrfificd Lariquagie:; Int-ernational. LLC 9.5 9.6 9.4 9.8 Force Majeure. Neither Company nor its affiliates shall be liable in any way for any loss, damage, delay or failure of peformance resulting directly or indirectly from any cause which is beyond that Pafi's reasonable control, including, but not limited to: Fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes/ water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy/ inability to secure raw materials, product or transportation facilities, fuel or energy shoftages, acts or omissions of communication carriers (including, without limitation, local exchange companies), or any other cause beyond the Party's reasonable control, whether or not similar to the foregoing, provided, however, that Company will provide immediate notice to the other Party of such force majeure event and either Party may terminate this Service Agreement by giving notice to Company if such force majeure event continues for 15 days. Subcontracting. Company may enter into subcontracts with subcontractors to provide a portion of the Services under this Agreement, provided that Company shall remain responsible for the acts or omissions of such subcontractors as if such subcontracted activities had been pefformed by Company. Prohibited Use of Seruice. The following uses of 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 secreU the transfer of information or technology abroad in violation of any applicable expoft law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended,4T U.S,C. Section 223, or other criminal prohibitions regarding the use of devices by which Services are accessed to transmit obscene, threatening, harassing or other messages specified therein; a libelous or slanderous statemen! or a violation of any other applicable statute or government regulation. Unauthorized Use of Service. Customer agrees to safeguard its customer code against use by unauthorized persons, Customer shall be solely and fully responsible for charges resulting from use of its customer code, whether or not such use is authorized but only until such time as Customer identifies the unauthorized use to Company. Upon such notification, Company shall issue a new customer code. Suruival. The terms and conditions of this Agreement, which by their nature require peformance by either pafi after the termination or expiration of this Agreement, will be and remain enforceable notwithstanding such termination or expiration of this Agreement for any reason whatsoever. 9.7 Paqe 5 of 7 Service Ai.lrer,'nrent : CoN FrD[NTIAt !,, 2016 Certtfied Languages Intertti-rti'.Llral, LLC Scnrpult A Cusrourzeo Brlune Certified Languages International (CLI) provides customized billing to each of its customers by gathering the information requested by each of its customers from callers for each interpretation session. Gathered information will appear with each call on your monthly invoice and allows you to track your usage. Your invoice will automatically include the date, time, length, total cost, and language needed for each call. In addition to the information above, CLI can collect up to four additional pieces of information for the call. Please enter the information you wish to be collected below. NOTE: If you indicate "YES" (required for billing), your employee/CSR will NOT be connected to an interpreter without this information. If we should connect your employee/CSR regardless of them having the particular piece of information, please indicate "NO." Larucuecr Mrx Anticipated Minutes Per Month (if known): Frequently Requested Languages: Attach previous usage report, invoice, or spreadsheet (if available), gr Page 6 of 1 ServicLl A_oreerrrent : Corurlngnrrn: 2il15 Cerrificd Lanqilaclcs infcrr;iifii:n;:rl, LLC Information to be Collected Required for Billing? 1. Department YesE non 2, Name vesX non 3. Title YesX nol 4.vesn noE If *YES' to any of the above, please provide below the name and phone number of a contact within your company who callers can be referred to should they not have the billing information required for connection. Contact Name:Jacci McKenna or Rhea Bonk Contact Phone Number:97 O-32a-a796 or 970-328-8790 Scxroulr B Pnrcrne aNo TrnMs or SeRvrcr Certified Languages International (CU)'s seruices are priced on a per-use basis with no monthly minimums, All invoice terms Net 30; 1.0o/o accrued interest on balances exceeding thifl days. All fees and reimbursemenB are to be made in u.S. Dollars and exclude sales, usq or other applicable tax. The following lists the fees by seruice type: Service 1 - On-Demand Telephonic Interpretation: Customers are connected to interpreters 24171365. Billing is based on a per-minute basis (rounded to the nearest minute) and commences once an interpreter is connected to the call. CLI does not provide third party dial-out beyond the borders of the U.S. or Canada. Service 2 Pre-scheduled Telephonic Interpretation: Customers may schedule phone appointments with interpreters in specific languages. There is a minimum fee equal to 30 minutes regardless of actual time spent during the interpretation session. There is also a 3O-minute cancellation fee if cancellation is not received 24 hours before the scheduled session. If an interpreter has not been assigned to a call and the call is canceled, the minimum fee will not apply. Late Policies: Interpreters will wait up to 30 minutes past the original scheduled start time for a pre-scheduled appointment to start. Upon request, an interpreter will hold up to one hour past the scheduled time, Billing for pre-scheduled appointments begins at the original scheduled time unless provisions for a delayed start time are made 24 hours in advance. Phone Recordings: Calls may be recorded for Internal Quality Assurance purposes only. By checking the box below, you are requesting that your sessions not be recorded. K I request that my interpretation sessions not be recorded. Service 3 - Document Translation: Each document translation project is priced based on word count, language, and document software platform. An authorized User will be required to send an email to CLI's Manager of Translation Services authorizing the work to be done and specifying any special requirements related to the translation including but not limited to special confidential handling of the document, Cost estimates provided by CLI are approximate. Page 7 of ,i Service Acreenrcni: Conrlprnnnt ir lill6 CcrtrfierJ Lanquaqes lnlernafnrrai, LLC EXHIBIT B INSURANCE CERT IFICATES l0 Eagle County On-Call General Services final 5/14 Date Entered: 4/812OL6a60,\-/' Policy Number: CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIG}TTS 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 CONSTTTUTE A CONTRACT BETWEEN THE |SSUING TNSURER(S), AUTHORTZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf the certificate holder ls an ADDITIONAL INSURED, the policy(ies) must bo endoFed. lf SUBROGATION lS WAIVED, subject to tlm terms and condltions ot tho pollcy, certaln policles may regulro an endorsement. A statement on this certificate does not confer rightsto the cartlflcate holder In lleu of cuch endorsem CUIIDARI TNSURNTCE AEENCY 8309 SII 22nd Ave Portland, Or 972L9 (503) 292-007s (s03) 292-0618 angia@ cundariinsurance . com titSuRED certafi€cl Langiuages International, Mrs Kligtin Quinlan 4800 S.lY !&acadan Ave. #400 Portland, OR 97239 CERTIFICATE NUMBER:REV|StON THIS IS TO CERTIFY THAT THE POLICTES OF INSURANCE LISTED EELow HAVE BEEN IssUEo To rrli |Hsuneb NAMED AEoVE poi irre poucv penloo, INDICATEO. NOTWITHSTANDING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSUMNCE AFFORD€D BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONOITIONS OF SUCH POLICIES. LIMITS SHOWN MAV HAVE BEEN REOUCED BY PAID CIAIMS. TYPE OF III3UnANCE 'UUI IOLICY IIUMBER L1iltT8 A 2(I coMilERenL GENERAL LTABtUTY I I cr-erus.ueoe lXl occun I X 52SBAPT0221 slLl20L3 tlLlzOLs EACH OCCURRENCE s 1,000,000 UAMAIiE I(JRENIED PREMISES fFe aarmnerl 3 300,000 MeO EXP (Any onc DerEon)s 10, 000 PERSONAL A ADV INJURY s1'000r000 Ger {.L A6GREGATE LIM]T APPLIES PER: | "o''"' [-l !ff; l-_] .o" GENERAL AGGREGATE s 2,000,000 PROOUCTS . COMP/OP AGG s 2,000,000 s A AU' X 'OtlOBlLE LIABILITY I I ANY AUTO I ALLowNED [--l scxeouleoAU'OS i- -l AUTOS H'REoAuros lxl l3i6g*"t" tl X 52SBAPTo22l.a/L/2OL3 lLl20t6 OMBINEO SINGLE LIMIlia aeldanll 3 1,000,000 EOOILY INJURY (Por pcrsml E aOOILY INJURY (P.r rek cntl I FR(JI tsl I t A UT/|ERELLA LIAS CXCESS L1A3 occuR CLAIMS.MADE 52SBAPTo221 ,/Ll20L5 tlt/2016 EACH 96CURRENCE I I 5, 000, 000 AGGREGATE s 5,000,000 DEO I I RETENTIONS E A w9nxEin cC,ttPEx5ATtol{ AilO 'MPLOYERS'LNAILIW N'A 52Y|ECPQ7625 )lLl20L5 tlu20L6 .UTE Tlt- R ANy pRopRrEtoR/pAntNegexecurrve i-OFRCERN/IEMBER€XCLUOEO? I(M.ndrlory In ,lHl It yat. d€scrib! undcr DESCRIPTION OF OPERATONS b.rM E.L. EACH ACCIDENT s 500,000 E.L. OISEASE - EA EMPLOYEI s 500, 000 E,L. OISEASE . POLICY IIM]T s 500,000 B c B Professional Liab Enlrloyee Crime Cyber Liabilitv 8246-L822 105rt91860 8246-L822 L2lLl2ols )/Le120t3 12lLl2Er5 t2lL/20L6 ,/L9/2016 ,,21t120L5 Linlt 95,000,000Llnit 9100,000Liuit 92,000,000 oEscRlPTloil or qPEB rpNs , Locanolts , vEXtcLEs lAcoRD tot, Addl{onrt itmutr sohrdut.. I6--6ffia;crif- c-iiide --- - -- -s;A?i6:5'd:''iii:d6"b'd"nt'b!rf17fi"o"67i'iig"'o'Linit $1,000,000 Eagle County Government Attn: An&ea lYebar PO 8ox 179 Eagle, CO 81631 andrea . weberOeaglecounty. us ACORD 25 (2O14rO1l troducad usirE Fonrt3 Bor' PllJ3 3dl$ra.a The ACORD namc and logo aro unw.Fo,msBoss.co{n: fnp.lssiw Pubnshhg 8@20&1927 1988-20t.r ACORD SHOULD AIIY OF THE ABOVE OESCRIBEO POLICIES AE CAilCELLEO BEFORETHE EXPIRATIOI{ DATE THEREOF, ilOTICE WILL BE DELMEREO II{ marks of ACORD All righb nelewed.