HomeMy WebLinkAboutC24-407 G2G Interpreting, LLCAGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
G2G INTERPRETING, LLC
THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between G2G
Interpreting, LLC, a Colorado limited liability company (hereinafter “Consultant” or “Contractor”) and
Eagle County, Colorado, a body corporate and politic, through the Eagle County Sheriff’s Office
(hereinafter “County”).
RECITALS
WHEREAS, the County is seeking the services of a consultant to provide ASL interpretation services for
the Eagle County Sheriff’s Office onsite at County buildings and other public facilities located in Eagle
County, Colorado, and remotely as requested (the “Project”); and
WHEREAS, Consultant 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 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection
with the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and
County agree as follows:
1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services described in Exhibit A (“Services”) which is attached
hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Consultant agrees to furnish the Services in a timely and expeditious manner consistent
with the applicable standard of care. By signing below Consultant 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.
c. Consultant agrees that it will not enter into any consulting or other arrangements with
third parties that will conflict in any manner with the Services.
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2. County’s Representative. The Sheriff’s Office designee shall be Consultant’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 of paragraph 11 hereof, shall continue in full force and effect through the 31st
day of December, 2025.
4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any
obligations hereunder be waived, except by agreement signed by both parties. No additional services or
work performed by Consultant shall be the basis for additional compensation unless and until Consultant
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 of alterations 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 of any 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, Consultant’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.
5. Compensation. County shall compensate Consultant for the performance of the Services in a
sum computed and payable as set forth in Exhibit A. The performance of the Services under this
Agreement shall not exceed $5,000.00. Consultant 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.
a. Payment will be made for Services satisfactorily performed within thirty (30) days of
receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the
hours spent, tasks performed, who performed each task and such other detail as County may request.
b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County
shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional
mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket
expenses shall not include any payment of salaries, bonuses or other compensation to personnel of
Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless
specifically approved in writing by County.
c. 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 Consultant 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, Consultant 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 returned to County.
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d. County will not withhold any taxes from monies paid to the Consultant hereunder and
Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to
payments made pursuant to the terms of this Agreement.
e. 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 Consultant in respect of
any period after December 31 of any year, without an appropriation therefor by County in accordance
with a budget 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. 29-1-101 et. seq.) and the
TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Consultant. However, County agrees that
Consultant may enter into sub-consultant agreements for the performance of the Services without
County’s prior written consent. Notwithstanding the foregoing, County shall have the right in its
reasonable discretion to approve all personnel assigned to the subject Project 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. Consultant shall require each sub-consultant, as approved by County and to the
extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of
this Agreement, and to assume toward Consultant all the obligations and responsibilities which
Consultant, by this Agreement, assumes toward County. County shall have the right (but not the
obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant
and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and
omissions of its agents, employees and sub-consultants or sub-contractors.
7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the
following insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. 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.
iii. Professional liability insurance 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 of not
less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability
insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall
precede the effective date of this Agreement. Continuous coverage will be maintained during any
applicable statute of limitations for the Services and Project.
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b. Other Requirements.
i. Consultant shall furnish to County a certificate of insurance setting forth the
insurance required herein, and shall further provide separate certificates and endorsements for each sub-
consultant upon request. All coverage(s) for sub-consultants shall be subject to the same minimum
requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing
coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by
Consultant and its sub-consultants until the applicable statute of limitations for the Project and the
Services has expired.
ii. Insurance shall be placed with insurers duly licensed or authorized to do
business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII.
iii. Consultant’s insurance coverage shall be primary and non-contributory with
respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against
Eagle County.
iv. All policies must contain an endorsement affording an unqualified thirty (30)
days notice of cancellation to County in the event of cancellation of coverage.
v. All insurers must be licensed or approved to do business within the State of
Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein.
vi. Consultant shall advise County in the event the general aggregate or other
aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense,
will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new
certificate of insurance showing such coverage.
vii. If Consultant fails to secure and maintain the insurance required by this
Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately
terminate this Agreement.
viii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
ix. 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 available to County, its affiliated entities, successors or assigns, its elected
officials, employees, agents and volunteers.
x. Consultant is not entitled to workers’ compensation benefits except as
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provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation
coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal
and state income tax on any moneys paid pursuant to this Agreement.
8. Indemnification. The Consultant shall indemnify, defend 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 arise out of, directly or
indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any
of its sub-consultants hereunder; and Consultant 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 Consultant. This paragraph shall survive expiration or termination
hereof.
9. Ownership of Documents. All documents prepared by Consultant in connection with the
Services shall become property of County. Consultant shall execute written assignments to County of all
rights (including common law, statutory, and other rights, including copyrights) to the same as County
shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and
include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data
sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or
subconsultant in connection with the performance of the Services and additional services under 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 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 of such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Ashley LaFleur
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8512
E-mail: Ashley.LaFleur@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
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Eagle, Co 81631
Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
CONSULTANT:
G2G Interpreting, LLC
Attention: Karen McCullah
605 Oak Street
Windsor, CO 80550
E-mail: g2ginterpreting@gmail.com
Telephone: ______________________
11. 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 Consultant. Upon termination of this Agreement, Consultant shall immediately
provide County with all documents as defined in paragraph 9 hereof, in such format as County shall
direct and shall return all County owned materials and documents. County shall pay Consultant for
Services satisfactorily performed to the date of termination.
13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado,
which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and
interpreted under and shall be governed by the laws of the State of Colorado.
14. Execution by Counterparts; Electronic Signatures. 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. 24-71.3-101 to 121.
15. Other Contract Requirements.
a. Consultant shall be responsible for the completeness and accuracy of the Services,
including all supporting data or other documents prepared or compiled in performance of the Services,
and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the
County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities.
Consultant shall perform the Services in a skillful, professional and competent manner and in accordance
with the standard of care, skill and diligence applicable to Consultants performing similar services.
Consultant represents and warrants that it has the expertise and personnel necessary to properly perform
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the Services and covenants that its professional personnel are duly licensed to perform the Services
within Colorado. This paragraph shall survive termination of this Agreement.
b. Consultant 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 Agreement.
c. This Agreement constitutes an agreement for performance of the Services by Consultant
as an independent contractor and not as an employee of County. Nothing contained in this Agreement
shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture
or any other relationship between County and Consultant except that of independent contractor.
Consultant shall have no authority to bind County.
d. Consultant represents and warrants that at all times in the performance of the Services,
Consultant shall comply with any and all applicable laws, codes, rules and regulations.
e. This Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other agreements or understanding between the parties with
respect thereto.
f. Consultant shall not assign any portion of this Agreement without the prior written
consent of the County. Any attempt to assign this Agreement without such consent shall be void.
g. 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.
h. No failure or delay by either party in the exercise of any right hereunder shall constitute
a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding
breach.
i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
j. Consultant shall maintain for a minimum of three years, adequate financial and other
records for reporting to County. Consultant shall be subject to financial audit by federal, state or county
auditors or their designees. Consultant authorizes such audits and inspections of records during normal
business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or
inspections.
k. The signatories to this Agreement aver to their knowledge, no employee of the County
has any personal or beneficial interest whatsoever in the Services or Property described in this
Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any
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manner or degree with the performance of the Services and Consultant shall not employ any person
having such known interests.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONSULTANT
G2G Interpreting, LLC
By: _____________________________________
Print Name: ______________________________
Title: ___________________________________
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Karen McCullah, Owner/ASL Interpreter
Owner/ASL Interpreter
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
Scope of Work
G2G will provide ASL Interpreting services to the Eagle County Sheriff’s Office onsite and remotely, as
requested. The G2G interpreter will meet Sheriff’s Office staff onsite or remotely, and provide
interpretation services for all scheduled appointments. The County and/or Sheriff’s Office staff is
responsible for creating platform access for interpreter(s) if remote. Requests should be made with at
least 48 hours' notice, or additional service charges apply. Appointment are considered confirmed when
Sheriff’s Office staff receives a confirmation email from G2G with the interpreter(s)’ names.
G2G interpreters shall possess a national certification (RID, NAD and/or BEI) recognized by the State of
Colorado, in adherence to the Colorado’s Consumer Protection Act C.R.S. § 6-1-707. All G2G
interpreters will hold current liability insurance, and shall provide certificates of insurance to County
upon request.
During the term of this Agreement, G2G and G2G interpreters shall comply with the terms of the
Registry of Interpreters for the Deaf Code of Professional Conduct and HIPPA. The G2G interpreter
shall keep all information given and recorded at the appointments confidential and shall not disclose
them outside of this setting.
Billing
All assignments are booked with an industry standard 2 hour minimum and 48-hour cancellation policy.
Cancellations shall be paid in full if made with less than 48 hours' notice. This includes interpreter's
travel time since the interpreter has already reserved this time for the County, plus mileage, if already en
route to the assignment. Failure to appear for the scheduled request is considered a cancellation and is
subject to all charges.
G2G shall have discretion as to whether to provide one interpreter or a team of two, or possibly a
Certified Deaf Interpreter along with a Certified Hearing Interpreter, based on the length and complexity
of the assignment, and or linguistic/cultural needs of the consumer. Standard practice for all legal
assignments is to provide a team of two interpreters.
All day assignments shall include payment through any breaks/meals. Additional time incurred past the
original booked time shall be billed in 15 minute increments. Assignments that run short of the
scheduled time shall be billed for the original booked time.
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Base Rates:
General Interpreting $160, covers first two hours of assignments, per interpreter.
$80/hr thereafter, billed in 15-minute increments. *No booking or
onsite/admin fees*
Legal Interpreting $190, covers first two hours of assignment, per interpreter.
$95/hr thereafter billed in 15 minute increments. *No booking or
onsite/admin fees.*
Travel Time/Mileage Travel time over 30 minutes one way shall be billed portal to portal.
Mileage shall be billed at the current IRS Federal rate if outside of
interpreter’s city of residence. *G2G always attempts to book the
interpreter closest to the client’s location in order to minimize the
cost.
Differentials:
After hours/weekends Base Rate + $15.00/hr.
Holidays Base Rate x 1.5 or all Federal and State of Colorado holidays
Last Minute Requests Any request booked within 48 hours/two business days of scheduled
start time will incur an additional $15.00/hr service charge for
administrative/coordinating time.
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Eagle County Prof Services Final 8/15/2022
EXHIBIT B
Insurance Certificate
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