HomeMy WebLinkAbout13-067 - e-interpreters - Municipal Court Interpreter Service13-067
n gement Systems
Client:
e-interpreters
Statement of Work
Full Use ofthe lLingua System
Name: City ofTukwila Municipal Court
Address: 6200 Southcenter Blvd.
Tukwila, WA 98188
Telephone: 206-483-1840
Email courtPtukwi|ama.guv
Description of the subscription of the City of Tukwila Municipal Court (the "Client") toe-inte,p,etens'interpreter
management system 1Lin0uaVersion 2.31.21 and all upgrades thereafter (the "Service"):
e-interpreters shall commence Service with the Client, as foliows:
1. e-interpreters shall provide full access to all the functioning features of the Service to Client's
administrators and all users that the Client deems appropriate;
J. e-interpreters shall provide 24/7/365 support to Client and registered interpreters;
3. Fees: Fees for services as described in Appendix A of this SOW, will be adjusted every six months, based
upon the number of encounters for the previous six months;
e-interpreters, by:
Eduardo Zaldibar, President
e'|nteqoreters, Inc.
Client, by:
Kimberly A. Wa en, Presidin8Jud8e
Tukwila Municiba| Court
Jim H. r
on, Mayor
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03{0i / �t�� /1o/-6
Date
Date
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/ /
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Date
13-067
Council Approval N/A
MASTER SERVICES AGREEMENT
This agreement ("Agreement") between llingua LLC dba e-interpreters, a Washington State Limited
Liabi|ity[ompany|ocatedat9OZ4VVMa||Dr.EverettVVA,9D2OO'210O(°e-interpretem"\and[ityofTukwi|a
W1unicipa|Court,aVVashington6tateCourt|ocatedat6ZUOSouthcenterB|vd,Tukvvi|a,VVAO8lO8("C|ient"),is
effective as of the date executed by the parties.
RECITALS
Client desires to engage e-interpreters to provide Client access to the current version of e-interpreters' online
interpreter management services and program named lLingua ("Service") pursuant to the terms set forth in this
Agreement and its attached statement of work ("SOW"), and e-interpreters desires to be engaged by Client on
such terms and conditions.
AGREEMENT
1. RETENTION OF E-INTERPRETERS; SERVICES TO BE PERFORMED. Client retains e-interpreters to provide access to the
Service as set forth in this Agreement and any attached SOW, incorporated by this reference. e-interpreters
shall have the discretion to assign its employees and independent contractors to perform under this
Agreement as necessary and appropriate.
2. INDEPENDENT CONTRACTOR; NO AGENCY. In performing under this Agreement, e-interpreters will act as an
independent contractor with respect to Client. The parties do not intend to enter into a joint venture,
partnership or empioyment arrangement by entering into this Agreement.
2.1. CONTROL AND EQUIPMENT. In performing under this Agreement, e-interpreters agrees to provide its own
equipment, tools and materials. e-interpreters shall perform under this Agreement in a timely
manner, with the highest degree of professionalism and uti|izinQe'interprete,s' expertise and creative
talent, consistent with industry standards, and at a|ocation, place and time which e-interpreters
deems appropriate. e-interpreters may enter into any contract with other entities, except any
contract which would induce e-interpreters to violate this Agreement.
2.2. TAXES AND LABOR LAxvy e-interpreters shall have full responsibility for applicable withholding taxes for
all compensation paid to e-interpreters by Client, and for compliance with all applicable labor and
employment requirements with respect to e-interpreters' business organization and e-interpreters'
agents, partners, independent contractors and employees, if any, including state worker's
compensation insurance coverage requirements and any U.S. immigration visa requirements. Any and
all employees of e-interpreters, while engaged in the performance of any work or service required of
e-interpreters under this Agreement, shall be considered employees of e-interpreters only and not of
Client, and any and all claims that may or might arise under the Workers' Compensation Act on behalf
of said employees while so engaged, and any and all claims made by a third party as a consequence of
any negligent act or omission on the part of e-interpreters or e-interpreters' employees while so
engaged on any of the work or services provided to be rendered herein, shall be the sole obligation
and responsibility of e-interpreters. e-interpreters hereby agrees to indemnify, defend, and hold
Client harmless from any liability for, or assessment of, any claims or penalties with respect to such
withholding taxes, labor, or employment requirements, including any liability for, or assessment of,
withholding taxes imposed on Client by the relevant taxing authorities with respect to any
compensation paid to e-interpreters or e-interpreters' agents, partners, or its employees or
contractors.
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S no e ime Interpre
3. FEES AND BILLING. Services provided by e-interpreters to Client will be billed as set forth in Appendix A of the
SOW (Fees in any event payment under this Agreement shall not exceed $1,000.00 annually). Payment on
an invoice is considered past due if not received by the 30th day of the month following the invoice. Finance
charges of 1% per month will be applied to all past due invoices. Fees brackets will be adjusted every six
months, based upon the number of encounters for the previous six months, but not retroactively. Fees are
described in Appendix A.
4. INTERPRETERS' FEES. The use of the Service is free for all interpreters that provide ASL or spoken interpreter
services for any and all Washington State Courts.
5. TERM AND TERMINATION. Subject to the provisions of this section, either party may terminate this Agreement
or a specific project under a SOW with 30 business days' written notice to the other party. Either party may
terminate this Agreement immediately in the case of the other party's willful or persistent material breach
of this Agreement. Upon termination, any and all Fees owing to e-interpreters by Client for Services up
through and including the termination date shall be immediately due and payable.
6. CONFIDENTIALITY.
6.1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, "Confidential Information" shall mean any
and all information related to any aspect of either party's business which is either information not
known by actual or potential competitors of the disclosing party or is proprietary information of the
disclosing party, whether of a technical nature or otherwise, and shall include, without limitation, (a)
any and all information in whatever form relating to the disclosing party or the manner in which the
disclosing party conducts its business, including but not limited to, the disclosing party's customers,
employees, operations, assets, liabilities, resources, technical analyses, recruiting and compensation
practices and other intellectual capital of the disclosing party, which intellectual capital shall be
deemed to include, but not be limited to, consulting tools (such as business and computer sys ems,
software programs, databases, and other documentation and methods), client, prospect and other
information regarding services, business activities and client matters, information about the disclosing
party's employees, or summaries or originals (and any copies thereof) of any papers, documents,
plans, specifications, customer lists, contracts, Iicenses or licensing agreements, or portions thereof,
relating to the services, products or operations of the disclosing party or its clients; (b) any
information not included above which the receiving party knows or should know is subject to a
restriction on disclosure or which the receiving party knows or should know is considered by the
disclosing party to be confidential, sensitive, proprietary or trade secret or is not readily available to
the public. Confidential Information does not include any of the foregoing items which has become
publicly known and made generally available through no wrongful act or omission of the receiving
party or of others who were under confidentiality obligations as to the information involved. Each
party expressly agrees that the parties' obligations to hold any Confidential Information in trust and
confidence does not terminate upon termination or expiration of this Agreement and continues in
perpetuity.
6.2. CONFIDENTIALITY OBLIGATIONS. No right or license to either party's Confidential Information is granted or
implied as a result of this Agreement, except to the limited extent necessary for the parties to perform
under this Agreement. Each party agrees during the term of this Agreement and thereafter that it will
take all steps reasonably necessary to hold the other party's Confidential Information in trust and
confidence, will not use Confidential Information in any manner or for any purpose not expressly set
forth in this Agreement, and will not disclose any such Confidential Information to any third party
without first obtaining the other party's express written consent on a case-by-case basis.
63. REQUIRED DISCLOSURE. If a party is required to disclose the Confidential Information by law or court
order, it may do so without breach of this Agreement, but such party shall notify the other party
sufficiently in advance of any disclosure to provide the other party with a reasonable opportunity to
seek protective orders related to such disclosure.
7. PUBLICITY AND MARKETING.
7.1. LIMITED LICENSE TO USE. For the term of this Agreement, each party grants to the other party a limited
license to use the granting party's name and logo in promotional materials and other communications
with third parties. In addition, during the term of this Agreement and for a period of two years after
its termination e-interpreters may list Client's name on its website or in materials it may provide to its
prospective Clients, provided that such use does not violate the confidentiality provisions of this
Agreement. If Client wishes e-interpreters to refrain from using its information for such purposes,
Client must so notJve-interpreteo in writing. When using the other party's trademarks and trade
names under this Agreement, each party agrees to comply with all applicable laws pertaining to such
use, and agrees to consult with the other party before such use.
7.3. RIGHTS. Each party agrees that it shall not question, contest or challenge the other party's ownership
of such trademarks or trade names, and each party agrees it will not claim any right, title or interest in
any of the other party's trademarks or trade names, nor register or attempt to register any aspect of
the other party's trademarks or trade names, except the right to use the same pursuant to the terms
and conditions of this Agreement.
8. USE OF THE SERVICE/LICENSE GRANTED.
8.1. LICENSE GRANT e-interpreters hereby grants Client a non'exc|usive non-transferab|e' revocable license
to access and use the Service in accordance with the attached SOW.
8.2. RESTRICTIONS. Client may not: (i) modify, disassemble, decompile or reverse engineer the Service or any
portion thereof, except to the extent that such restriction is expressly prohibited by law; (ii) rent,
lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party or use the
Service to provide time sharing or similar services for any third party; (iii) make any copies of the
Service; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features
of the Service, features that prevent or restrict use or copying of any content accessible through the
Service, or features that enforce limitations on use of the Service; or (v) delete the copyright and other
proprietary rights notices on the Service.
8.3. UPGRADES. Client acknowledges that e-interpreters may from time to time issue upgraded versions of
the Service, and may automatically electronically upgrade the version of the Service that Client
accesses. Client agrees that the terms and conditions of this Agreement will apply to all such
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8.4. OPEN SOURCE. With respect to any open source or third-party code that may be incorporated in the
Service, such open source code is covered by the applicable open source or third-party license End
User License Agreement, if any, authorizing use of such code.
8.5. RIGHTS RESERVED. The foregoing license grant under this Agreement is not a sale of the Service or any
copy thereof and e-interpreters or its third party partners or suppliers retain all right, title, and
interest in the Service (and any copy thereof). Any attempt by Client to transfer any of the rights,
dutiesurob|igationshereunder,exceptasexpness|yprovidedforinthisAQreement,isvoid.e'
interpreters reserves all rights not expressly granted under this Agreement.
Q.G. UNAUTHORIZED USE. Use of the Service beyond the scope of authorized access granted to Client by e-
interpreters immediately terminates said license. In order to collect, aggregate, copy, duplicate,
display or make derivative use of the Service or any content made available via the Service for other
purposes (including commercial purposes) not stated herein, Client must first obtain a written license
from e-interpreters. "Content" shall be defined for the purposes of this Agreement as any content on
the Service, including but not limited to user-generated content.
9. NON-INTERFERENCE. During the term of this Agreement and thereafter, the parties agree not to either directly
or indirectly interfere with the other party's contracts and relationships, or prospective contracts and
relationships, including but not limited to contracts and relationships with Clients, vendors, independent
contractors and employees. For the purposes of this Agreement, "interfere with" shall be defined as
intentional acts designed to disrupt a relationship.
10. LIMITATION ON LIABILITY.
10.1. e-interpreters hereby represents and warrants to Client that it has the qualifications, the experience,
and the ability to perform properly under this Agreement. Client understands and agrees that the
decision whether and how to use the Service rests solely with Client, and that any and all
consequences arising out of or in any way relating to the use of the Service shall be and remain the
sole responsibility of Client.
10.2. Client shall hold e-interpreters harmless in regards to the inappropriate and/or unlawful use of the
Service by its registered interpreters, and will assume the responsibility of said use by those
interpreters that Client assigns to jobs using the Service.
10.3. Notwithstanding the foregoing, e-interpreters shall be liable and Client will not indemnify e'
interpreters in any event where e-interpreters was negligent or committed misconduct in performing
under this Agreement.
11. INDEMNIFICATION.
11.1. By E-INTERPRETERS. e-interpreters will indemnify and hold harmless Client, its officers, directors,
members, employees, sublicensees, customers and agents from actual costs incurred by Client as a
result of a breach or alleged breach of any representation or obligation of e-interpreters under the
Agreement (a "Claim"), provided that Client gives e-interpreters written notice of any such Claim and
e-interpreters has the right to participate in the defense of any such Claim at its expense. Client will
not agree to the settlement of any such claim, demand or suit prior to the final judgment thereon
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without the consent of e-interpreters, whose consent will not be unreasonably withheld. In no event
shall e-interpreters indemnify Client for any claim of lost profits or for any consequential or indirect
damages. [|ientshaUnotbyanyactoromissionadmit|iabi|ityorothenwisepnejudiceorjeopardizee-
interpreters' actual or potential defense to any claim. Such indemnity is subject to Client's duty to
mitigate all of its related costs, expenses, damages or liabilities.
11.2. BY CLIENT. Client will indemnify and hold harmless e- nte,pretens, its officers, directors, members,
employees, sublicensees, customers and agents from actual costs incurred by e-interpreters as a
result of a breach or alleged breach of any representation or obligation of Client under the
Agreement, related to the provision by Client to e-interpreters of false or misleading information
pursuant to this Agreement or to Client's use of the Services, (a "Claim"), provided that e-interpreters
gives Client written notice of any such Claim and Client has the right to participate in the defense of
any such Claim at its expense. e-interpreters will not agree to the settlement of any such claim,
demand or suit prior to the final judgment thereon without the consent of Client, whose consent will
not be unreasonably withheld. In no event shall Client indemnify e-interpreters for lost profits or any
consequential or indirect damages. e-interpreters shall not by any act or omission admit liability or
otherwise prejudice or jeopardize Client's actual or potential defense to any claim. Such indemnity is
subject to e-interpreters duty to mitigate its related costs, expenses, damages or liabilities. From the
date of written notice from e-interpreters to Client of any such Claim, e-interpreters shall have the
right to submit for reimbursement from Client the amount of any defense costs actually incurred.
12. GENERAL PROVISIONS.
12.1. DISPUTES. The parties shall attempt to resolve any and all disputes or claims arising out of this
Agreement through mutually cooperative negotiation in good faith. If negotiation is unsuccessful,
the matter may then be submitted to mediation.
12.2. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed under the laws of
Washington State. Jurisdiction and venue for all purposes shall be in King County, Washington. The
parties consent to the personal jurisdiction of the state and federal courts located in King County,
Washington for any lawsuit filed there arising from or related to this Agreement.
12.3. NOTICES. Any notice intended for either party shall be deemed to be validly given if it is in writing and
is sent by electronic mail, fax, U.S. mail or hand'de|ivered, or by courier service to such party's
address as set forth in this Agreement, or to any other address which the party in question may have
indicated in writing to the other party. A copy of any notice sent by electronic mail shall also be sent
whenever possible corresponding to one of the above-mentioned delivery modes.
12.4. HEADINGS AND SEVERABILITY. Headings are for ease of reference and shall not modify the meaning of
this Agreement's provisions. If any provision of this Agreement is declared to be invalid or
unenforceable, the validity and enforceability of the remaining provisions will not be affected.
The invalid or unenforceable provision will be deemed modified to the extent necessary to
render it valid and enforceable, and if no modification may render so, this Agreement will be
construed as if not containing such provision.
13.5. No WAIVER. No delay or failure by either party in exercising, protecting or enforcing any of its rights,
interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall
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constitute a waiver thereof. The express waiver by a party of any right, interest or remedy in a
particular instance shall not constitute a waiver thereof in any other instance.
12.6. COUNTERPARTS. This Agreement and any amendments may be signed in counterparts; it being
understood, however, that all counterparts collectively shall constitute one and the same
Agreement.
12.7. AMENDMENTS, WAIVER, MODIFICATION OR TERMINATION. No amendment, waiver, termination or
modification of this Agreement will be binding unless it is in writing and signed by authorized
representatives of each party and dated subsequent to the date of this Agreement.
13.8. SuccEssoRs AND ASSIGNMENT. This Agreement shall bind the parties to the Agreement as well as
their respective successors, heirs and assigns. This Agreement and the rights and obligations of
the parties hereunder are not assignable by either party without prior written consent of an
authorized representative of the other party; provided however, that e-interpreters may assign
its rights hereunder to any entity resulting from any reorganization to which e-interpreters is a
party or any entity or person to which e-interpreters may transfer it assets.
12.9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with
respect to its subject matter and supersedes all prior agreements between the parties with
respect to its subject matter.
12.10. FORCE MAJEURE. Nonperformance of either party shall be excused for the time or to the extent that
performance is delayed or rendered impossible by strike, fire, flood, other natural or man-made
disasters, governmental acts or orders or restrictions, failure of suppliers, acts of terrorism or any
other reason where failure to perform is beyond the reasonable control of the non-performing party.
Both parties shall make reasonable efforts to resume performance in a timely manner.
12.11. ACKNOWLEDGEMENT. The parties covenant that they have read all of the provisions of this Agreement
and agree that (a) the same are necessary for the reasonable and proper protection of the parties'
businesses; (b) the parties have been induced to enter into this Agreement in reliance upon the other
party's compliance with the provisions of this Agreement; (c) every provision of this Agreement is
reasonable with respect to its scope and duration; (d) the parties have executed this Agreement
without duress or coercion from any source; and (e) the parties have each received a copy of this
Agreement.
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ACCEPTANCE OF AGREEMENT: Signatures below indicate that both parties fully understand and accept the
terms of this Agreement. The parties agree that facsimile signatures will be as effective as if originals.
e-interpreters, by:
Eduandola|dibar, President
e-Interpreters, Inc.
Client, by:
03
Date
0mb ly ^. Walden, Presiding Judge Date
Tukwi a Municipal Court
Jim �:�eUon,K4ay
O/ o�
ukwila
8
9-
Date
ndaIq f a" e A ^'1 e a ystems
MONTHLY FEES PER CLIENT
Jobs Brackets'
0 to 50
51 to 100
101 to 150
151 to 250
251 to 500
501 to 750
751 to 1,000
1,001 to 1,500
Fee /Month
$50.00
$300.00
$400.00
$ 500.00
$600.00
$700.00
$800.00
900.00
APPENDIX A
TELEPHONE CONNECTION COST2
2 way calls
$0.06 /min
3 way calls
$0.09 /min
Reminder calls for LEP individuals4
$0.03 /min /LEP individual
Telephonic feature'
$0.03 or $0.02 /incoming 1 $0.015 /outgoing
SETUP / TRAINING IN- PERSON / WEBINARS 5
Setup
$50.00 /one time
In- Person
$100.00 /hour /session
Webinars
$50.00 /hour /session
Per diem
TBD for each particular Client
Ajob is defined as any appointment where an interpreter provides services face to face or via telephone. The
system automatically keeps record of all jobs and generates a detailed report for billing purposes;
These fees are e- interpreters' administrative connection costs only. Courts set interpreter fees per language for this
modality and pay interpreters accordingly;
For interpreters that do not have /use computers and need to receive and /or place calls from or to Client. For all
incoming calls, if Client wants to use a toll -free number, each incoming call will cost Client $0.03 /min; if Client wants
to use a local number, each incoming call will cost Client $0.02 /min. Each outgoing call to contact interpreters will
cost $0.015 /min. e- interpreters shall provide these telephone numbers at no cost to Client.
Client sets up the number of attempts and the hours in advance for the reminder calls.
First two (2) in- person training sessions and two (2) webinars are free of charge. Fees may apply for additional
training sessions, which include workshops for new features requested by Client. Per Diem fees, if any, for set up
and in- person training sessions TBD for each particular Client, depending on distance to location. Webinars set for
group of requesters or group of interpreters.
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