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LANGUAGE LINE
p DocuSign Envelope ID: 3F50AA18-A708-45BD-90CB-EDEOACE3B088 N CD CINSURANCE ON FILE N-2021-168 CZ�NORK MAY PROCEED :1NTILINSU NCE DC 0 PIRES L CONSULTANT AGREEMENT BETWEEN CLERK OF COUNCIL HE HOUSING AUTHORITY OF THE CITY OF SANTA ANA DATE: AND LANGUAGE LINE SERVICES THIS AGREEMENT is made and entered into on this I" day of July, 2021, by and between Language Line Services ("Consultant'), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Authority"). a.0 >7A (uk l e- Hun /Navy, 3gw6t(k*-) RECITALS A. The Authority desires to retain a consultant having special skill and knowledge in the field of language translation services. B. Consultant represents that Consultant is able and willing to provide such services to the Authority. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Statement of Work attached hereto as Exhibit A and incorporated by reference. 2. COMPENSATION a. Authority agrees to pay, and Consultant agrees to accept as total payment for its services for Authority, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed Twenty Thousand Dollars ($20,000.00) during the Term of this Agreement. b. Payment by Authority shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Authority accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Authority. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2023, unless terminated earlier in accordance with Section 13, below. The term of this Agreement Page 1 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3B088 may be extended upon a writing executed by the Executive Director of the Housing Authority and the Attorney General Counsel. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the Authority, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the Authority, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the Authority; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. Page 2 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3B088 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the Authority upon execution of this Agreement and shall be approved by the Authority. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Authority. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply Authority with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Authority with required proof that insurance has been procured and is in force and paid for, the Authority shall have the right, at the Authority's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the Authority for any work performed prior to approval of insurance by the Authority. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the Authority, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the Authority, including fees and costs for special counsel to be selected by the Authority, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Authority may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section Page 3 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3B088 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the Authority for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the Authority to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 8. CONFIDENTIALITY If Consultant receives from the Authority information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Authority. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 4 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3B088 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Authority and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Authority and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority's ability to have any of the services which are the subject to this Agreement performed by Authority personnel or by other consultants retained by Authority. 13. TERMINATION This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the Authority all work product(s) completed as of such date, and in such case such work product shall be the property of the Authority unless prohibited by law, and Consultant consents to the Authority's use thereof for such purposes as the Authority deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 5 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3BO88 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the Authority immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To Authority: Housing Authority of the City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: Authority General Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Language Line Services One Ragsdale Drive, Building Two Monterey, CA 93940 (800) 752-6096 Page 6 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3B088 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on following page) Page 7 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3BO88 N-2021-168 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Secretary APPROVED AS TO FORM: SONIA R. CARVALHO City By: Ryai Assi CITY OF SANTA ANA -5s�_ )�-)� Steven Mendoza Executive Director CONSULTANT: 136tn.aut. W't Q. (,"M (name) Bon avenLu ra A. Lavaliere (title) Chief Financial officer Tax ID# 77-0586710 Page 8 of 8 DocuSign Envelope ID: 3F50AA18-A706-45BD-90CB-EDEOACE3BO88 EXHIBIT A STATEMENT OF WORK Statement of Work LanguageLine® Phones" and InSight Video Interpreting® Enter correct full legal name of Customer: Santa Ana Housing Authority Customer number if applicable: 22481 Per CA Multiple Award Schedule (CMAS) 4-07-03-0249A Supplement No.5 This Statement of Work is subject to the Master Service Agreement between you, the Customer ('Customer" or "you') and Language Line Services, Inc. ('Company"). This document is the sole document that reflects pricing for these services, and must be signed by an authorized representative from you, the Customer. Pricing is only final upon a signature by an authorized officer of Language Line Services. Pricing changes, if any, will be made on next full monthly billing cycle. The following apply to both LanguageLine® PhonesM Interpreting and LanguageLine InSight Video Interpreting" (InSight®) 1. PRICE PER MINUTE. Price per minute is based on the language requested. Price per minute does not include international call fees. 2. PAPER INVOICE CHARGE. Electronic invoices are provided free of charge. If paper invoices are preferred, fees apply.. $1.75 3. FINANCE CHARGE. Finance charges are applied to any past due balances. Interest will accrue from the date on which payment is due at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law. 4. OPTIONAL CUSTOMIZED REPORT CONFIGURATION — Report setup (per hour)......................................................................................................................................... $250.00 — Report maintenance (monthly)................................................................................................................................ $30.00 5. OPTIONAL TRAINING ASSISTANCE AND MATERIALS — Customized reference and support materials development (per hour)............................................................... $179.00 — Training/awareness assistance (on site per day/per trainer)................................................................................. $500.00 LanguageLine® Phonesm Interpreting The following fees apply solely to LanguageLine® Phones" Interpreting 1. ENROLLMENT AND SETUP PACKAGES — One time setup charge per Customer..............................................................................................................................(waived) — Fee for each subsequent Client Identification Number with corresponding statement..........................................(waived) 2. CLIENT IDENTIFICATION NUMBER. Monthly minimum charge per Client Identification Number....................................(waived) 3. PLATFORM ACCESS CHARGE. Platform access per call............................................................................................................(waived) 4. LONG DISTANCE DIAL OUT. Long distance dial out charge applied per dial out (in addition to per minute charges) ... (waived) 5. FCC SURCHARGE AND FEES. Fees that Language Line Services has or will pay to these third parties: surcharges, fees, taxes, payments to the Universal Service Administrative Company(USAC)....................................................................................(waived) 6. OPTIONAL INTERPRETER APPOINTMENT AT SPECIFIC TIME — Applied per appointment.............................................................. .. $100.00 ....................................................................... . — Cancellation per appointment will be charge $200 for any missed appointment ................................................. $200.00 Per Minute Usage Fees for LanguageLine Phone Interpreting and InSight® Audio Interpreting Tiers .Languages Per Minute Charge 1 Spanish $0.94 2 Chinese (Mandarin and Cantonese), French, Japanese, Polish, Russian, and Vietnamese $0.94 3 Armenian, Cambodian, German, Haitian Creole, Italian, Korean, and Portuguese $0.94 4 Farsi, Tagalog, Thai, Urdu, and all other languages $0.94 (CONTINUED ON NEXT PAGE) 02019 Language Line Services,Inc. -Ore Lower Ragsdale Drive, Bids. 2• Monterey, r 93940•wwwlanguagennex.rn-CON FIDENTIAL INFORMATION•REV 08.06,19 Statement of Work LanguageLine® Phones"" and InSight Video Interpreting® InSight Video Interpreting® The following fees apply solely to LanguageLine InSight video Interpreting". Per Minute Usage Fees for LanguageLine Insight Video Interpreting® Tiers Languages Per Minute Charge 1 American Sign Language $2 95 2 Spanish $1.85 3 All other languages $1.95 1. ACTIVATION. Please check the appropriate box below to indicate your choice for monthly service fees or a one-time activation fee. ❑ Monthly Service Fees (applied monthly per Client Identification Number based on the total number of activated devices): — Up to 10 Activated Devices.......................................................................................................................................(waived) — Up to 100 Activated Devices......................................................................................................................................(waived) 101+Activated Devices..............................................................................................................................................(waived) OR ❑ One-time Activation Fee for Unlimited Device Activations (applied per Customer)...................................................(waived) 2. EQUIPMENT. Equipment Purchase (Customer -Owned) and Lease (Language Line -Owned) options are available. All equipment requests must be submitted in writing over the term of the contract, and the appropriate fees will apply. — Customer -Supplied: Purchased by the Customer from a supplier other than Language Line Services. — Customer -Owned: Purchased by the Customer from Language Line Services. — Language Line -Owned: Leased by the Customer from Language Line Services. 3. EQUIPMENT LEASE FEES. A monthly lease fee per unit applies, and the equipment remains the property of Language Line Services: — Mad and Interpreter on Wheels® Stand....................................................................................................... $75.00/month — iPad and Table Top Stand.... ....................................................... ......... ...... .. .... ........ .... ......................... $45.00/month OR EQUIPMENT PURCHASES. The following Equipment is available for purchase from Language Line. Standard rates at the time of purchase will apply. Upon depletion of current equipment models and release of new equipment models, updated pricing (if applicable) will automatically apply. Details will be available from your Account Executive. — 32GB 6th Generation iPad (9.7-inch, Wi-Fi Only) with Screen Protector (Models: MR7G2LL/A or MR7G2CL/A). $425.00 — 64GB iPad Pro (12.9-inch, WI-Fi Only) with Screen Protector (Model: MTEM2LL/A)........................................ $1,250.00 — 9.7-inch Screen Protector (Model: SP-AGF-APL-IDP9-2)......................................................................................... $15.00 — 12.9-inch Screen Protector (Model: ID70WS-F00).................................................................................................. $40.00 — Interpreter on Wheels® Stand with LanguageLine TrueSound'N (Model: 185-00630 or 185-00907)................... $995.o0 — Table Top Stand with Enclosure (Models: 303W75/185-00671 or 303W290SENW-KIT)...................................... $225.00 — Table Top Stand without Enclosure (Models: 303W or 303W75)......................................................................... $100.00 — TrueSound'" Audio Amplification Enclosure (Models: 185-00597, 185-00670, or 185-00671)............................ $195.00 — 12.9-inch pad Enclosure (Model: 290SENW-KIT)................................................................................................. $125.00 Additional Terms and Conditions for InSight® 1. TERMS REGARDING SOFTWARE APPLICATION. The Services are provided by Language Line through a desktop and/ortablet application (the "App'). The App must be downloaded by Customer to Customer -Supplied or Customer -Owned devices to use The Services. Customer agrees (a) that it will not make any copies of the App or attempt to reverse engineer it or make any changes to it; and (b) that the following uses of the 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 secret; the transfer of information or technology abroad in violation of any applicable export law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended, 47 U.5,C. Section 223, or other criminal prohibitions regarding the 92019 Language Line Services, Inc. -one Lower Ragsdale Drive,Bldg, 2•Monterey, CA 93940• www.LanguageLine.[um-CONFIDENTIAL INFORMATION -REV OR,06.19 e Statement of Work LanguageLine® Phones" and InSight Video Interpreting® use of telephones to transmit obscene, threatening, harassing or other messages specified therein; a libelous or slanderous statement; or a violation of any other applicable statute or government regulation. 2. INTELLECTUAL PROPERTY RIGHTS. Customer acknowledges and agrees that the App, and the LanguageLine TrueSound TM, NotePadTM, InSight® and Interpreter on Wheels" trademarks (collectively, the "Trademarks") are exclusively owned by Language Line, and that neither this Agreement, nor Customer's use of the Services, the App or the Equipment grants to Customer any right, title, or interest in or to the Services, the Equipment, the App, the Trademarks, or any of the other technology, systems, processes or other aspect of the Services, including but not limited to any intellectual property rights therein (collectively, the "LanguageLine Properties"). Customer expressly agrees that it shall not assert any rights in any of the LanguageLine Properties, or challenge LanguageLine's rights in or the validity of any of the LanguageLine Properties in any country, nation, or jurisdiction in the world, and Customer agrees that it shall not directly or through others copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the App, or any aspect thereof. This provision Paragraph shall survive the expiration of this Agreement and will continue to apply after the Agreement ends. 3. ENCRYPTION. Language Line acknowledges that encryption is built into the App and the Services platform, ensuring the security of the live video as it traverses the Internet. This encryption allows Language Line to fulfill its obligation under any Customer Business Associate Agreement ("BAA") with respect to the Services. Language Line does not record the video call and therefore has no record of the call content. With respect to the App's electronic NotePadTM function, written information relayed during the call is also encrypted. As with the live video, no recording is made of information written on the NotePadTM and therefore this information cannot be retrieved after the call's completion. 4. TRANSMISSION RELEASE. Customer acknowledges that the use of the Services requires that the user's voice, likeness and/or image as well as the users personally identifiable information is or will be transmitted over the Internet. Customer hereby authorizes Language Line to transmit each user's voice, likeness, image and/or personally identifiable information over the Internet solely for the purpose of the Services, and Customer agrees to obtain such privacy consents, releases and approvals as may be required to obtain authorization from each user to transmit all of the foregoing for purposes of the Services. Customershall indemnify and hold harmless Language Line and its affiliates and their respective employees from all costs, fees, expenses, and damages of any nature whatsoever related to any claims relating to the unauthorized use of the image, likeness, voice and/or personally identifiable information of any Customer employee, agent, contractor, patient, customer, client or other user of the Services under Customer's control. This Paragraph shall survive the expiration of this Agreement. S. RESPONSIBILITY FOR UNAUTHORIZED USE. Customer will safeguard its use of the Services against use by unauthorized persons and will be responsible for charges resulting from use of its Services, whether or not such use is authorized. 6. AVAILABILITY OF SERVICES. The Services may not be available at all times due to interruptions, technical problems, and/or system upgrades and maintenance. All interpreters provided in conjunction with the Services may not be available at all times and interpreters will be assigned solely by Language Line. 7. QUALITY CONTROL. Customer acknowledges that Language Line from time to time will monitor calls made through the Service for purposes of quality control. 8. EQUIPMENTTERMS (applies to InSight® Application with Equipment Lease/Language Line -Owned option only). Language Line agrees to supply the iPads, stands and any other equipment mutually agreed upon by Language Line and Customer (collectively, the "Equipment') for the duration of the contract for a monthly lease fee. The parties acknowledge and agree that this Equipment remains the sole property of Language Line and will be returned to Language Line, undamaged, upon termination of the contract, unless superseded by a purchasing agreement. The parties agree that the Equipment will be used for the sole and exclusive purpose of providing Language Line remote interpreting services and may not be configured and/or altered for any other purpose without express prior written consent from Language Line. Language Line will enroll Language Line -owned Fads in Language Line's MDM (Mobile Device Management) system. Customer agrees that Equipment will be kept only at Customer address(es) listed in this Agreement. From time to time, upon twenty-four (24) hours' notice to Customer, Language Line, during a Customer's regular business hours, may enter the Customers premises where the Equipment is located to inspect and maintain Equipment. Language Line warrants that Equipment shall be free from defects in materials and workmanship, except when (i) Equipment has been altered or modified without written approval from Language Line, or (F) Equipment has been used by a person or entity other than the Customer or other permitted users. Customer assumes and bears all risk of loss and/or damage of Equipment, other than normal wear and tear, from the time that Equipment is delivered until returned to Language Line following the expiration of the contract. Failure to return the Equipment in normal working order will result in the billing of the Customer for the full retail cost of the Equipment, which Customer hereby agrees to pay. Customer agrees that the sole and exclusive remedy for damages or loss shall be limited to the repair or replacement of the Equipment and acknowledges that Language Line reserves all rights and remedies to re -take possession of the Equipment if Customer fails to pay any undisputed invoiced amounts owed hereunder and Customer waives any legal claims for damages in connection therewith. 0 2019 Language Line Services, Inc. • One Lower Ragsdale Drive, Blag. 2 • Monterey, CA 93940 • www.Languageene.com - CONFIDENTIAL INFORMATION • REV 08.06.19 Statement of Work LanguageLine® Phones"" and Insight Video Interpreting® Please confirm your tax exempt status by checking one of the boxes below, and providing the necessary supporting documentation. Tax Exempt Status ❑ No ❑ Yes - If yes, please include a copy of your tax-exempt determination letter or certificate. The person signing this agreement certifies that such person has read, and acknowledged all terms and conditions, that he or she has read and understands all of the terms and conditions and is fully authorized to execute this Agreement on behalf of and bind the Customer to all its terms and conditions. Both parties agree the delivery of the signed service agreement by facsimile or e-mail shall have the same force and effect of execution and delivery as the original signature. Santa Ana Housing Authority Language Line Services, Inc. Accepted and agreed to date: Accepted and agreed to date: August 9, 2021 y, Signature: L¢.D.RISIlyned r� � ' Signature: LObt.ANLt W61, a. �,a>,6auM Bonaventura A. Cavaliere Print Name: Hanan Sawal ha Title: CFO ® 2019 Language ❑ne Services, Inc. • One Inner, R,edala DIIVe, Bldg. 2 • Monterey, CA 939CO • www.Language Lin esom • CONFIDENTIAL INFORMATION • REV OILO6.19 Tori Pierson o„.m, ,tea o, Page 1 of 2 CERTIFICATE OF LIABILITY INSURANCE D Y) oe/1zo21 08/19/202 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS 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 CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis Towers Watson Certificate Center Willis Towers Watson Northeast, Inc. PHONE FA% c/o 26 Century Blvd 1-877-945-7378 AIC No: 1-888-467-2378 EMAIL certificates@willis. com ADDRESS: P.O. Box 305191 INSUREl AFFORDING COVERAGE NAIC # Nashville, TN 372305191 USA INSURER A: Great Northern Insurance Company 20303 INSURED INSURER B: Federal Insurance Company 20281 Language Line Services, Ina. INSURER C: vigilant Insurance Company 20397 attn: Celia Franco INSURER D: Westchester Surplus Lines Insurance Compan 10172 One Lower Ragsdale Drive Building 2 Monterey, CA 93940 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W21834649 REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSD MO POLICYNUMBER POLICY EFF MM/DD POLICYEXP MMIDDIYYYY LIMITS X COMMERCIAL GENERAL L[ABILITY EACH OCCURRENCE $ 1,000,000 CI -AIMS -MADE � OCCUR DAMAGE TED PREMISESS(Ea rre occunce $ 1,000,000 MED EXP(Anyone pemon) $ 10,000 A y 3595-61-78 06/01/2021 06/01/2022 PERSONAL 4 ADV INJURY $ 1,000,000 LIMIT APPLIES PER: POLICY PECiRO- ❑ LOC GENERALAGGREGATE $ 2,000,000 GEN'LAGGREGATE X PRODUCTS - COMP/OP AGO $ 2,000,000 $ OTHER: AUTOMOBILEUABILITY COMBINED SINGLE LIMIT Ea acddenl $ 1,000,000 BODILY INJURY (Par Person) $ ANY AUTO B X OWNED SCHEDULED AUTOS ONLY AUTOS (21) - 7357-61-09 06/01/2021 06/01/2022 BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ B X UMBRELLALIAB I X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAR CLAIMS -MADE 7987-71-21 06/01/2021 06/01/2022 DED RETENTION $ C WORKERS COMPENSATION ANDEMPLOYERS'LIABILRY ANYPROPRIETORIPARTNERIEXECUTIVE Y OFFICERIMEMBEREXCLUDED? (Mandatory in NH) NIA (22) 7174-35-69 06/01/2021 06/01/2022 X PER I OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Errors 6 Omissions G21654711 019 06/01/2021 06/01/2022 Each Claim $10,000,000 Aggregate $10,000,000 Retention $1001000 DESCRIPTION OF OPERATIONS I LOCATIONS IVEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability coverage includes coverage for contingent bodily injury, property damage and wrongful acts such as the disclosure of confidential information. Coverage is true worldwide. The City of Santa Ana, its officers, officials, employees, and volunteers are included as Additional Insureds as respects to General Liability. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division AUTHORIZED REPRESENTATIVE//■�\ Ryi Mmwgv,rvdgNYm 20 Civic Center Plaza Santa Ana, CA 92702 11YIII I %dsl ;!rcWar V TNbO-LUTb AGVKU Ia .."....-.."'-.._... ",•.•�••"'• ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD BR ID: 21481517 enrce: 2206919 AGENCY CUSTOMER ID: LOC #: A Rom® ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Willis Towels Watson Northeast, Inc. Language Line Services, Inc. silo: Celia Franco One Lower Ragsdale Drive POLICY NUMBER See Page 1 Building 2 Monterey, CA 93940 CARRIER NAIC CODE See Page 1 Be' Page 1 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance It is further agreed that General Liability insurance as is afforded shall be primary and non-contributory with any other insurance in force for or which may be purchased by Entity, its officers, officials, employees, or volunteers . Rhkmeegaam, REVIEWED L M.m' JEr. Dhhbn ,e fl� IIi11 %su �%icY ha Umu I I Icuuom I I U ZUUB AGORO C( The ACORD name and logo are registered marks of ACORD SR ID: 21481517 HATCH: 2206919 CERT: W21834649 CH U B B• Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: C W10t.; ; .11 M YII Who Is An Insured JUNE 1, 2021 TO JUNE 1,2022 JUNE 1, 2021 3595-61-78 DTO LANGUAGE LINE HOLDINGS a INC GREATNORTHERN INSURANCE COWANY JUNE 1, 2021 Under Who Is An hhsurrd, the following provision is added. Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are mamreds only if you are Scheduled Person obligatedpursumt to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an bmwed; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organizationis an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contractor agreement. I", Atv%m DbiYon Liability Insurance Motional Insured- Scheduled Person OrOrganizathn , wren&nrwwEn 8,. Form 80-02-2367(Rev. 5-07) Endorsement ���,� 7a:[p�c�.a, ��— r+pknwMge�,n.�wa�ic CHUBB* Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative \ L Rats tD> Liability Insurance Addibonal Inured- Scheduled Person Or organize borr �^�6A + firV` Fonn 80-02-2367(Rev. 5-07) Endorsement 9'Al Tau Pauar saatiu..yn„e„am4,iaa� Digitally signed by Ton Tori PiersonDate: Page 1 of 2 Date: 2022.06.0912:43:12 �3 -uiuu R.J CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 05/31/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS 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 CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 AIC No Ext : AIC, No): E-MAIL c ADDRESS: ertificates@willis.corn INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: Great Northern Insurance Company 20303 INSURED Language Line Solutions, Inc. attn: Turie Cavaliere INSURER B: Federal Insurance Company 20281 INSURERC: Vigilant Insurance Company 20397 INSURERD: Westchester Surplus Lines Insurance Compan 10172 One Lower Ragsdale Drive Building 2 Monterey, CA 93940 INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: W24945676 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSD WVD POLICY NUMBER POLICY EFF MM/DDIYYYYI POLICY EXP iMMIDDIYYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 FN17] CLAIMS -MADE OCCUR DAMAGE O PREM SESEa occurrrence $ 1,000,000 MED EXP (Any one person) $ 10,000 A y 3595-61-78 06/01/2022 06/01/2023 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑PRO- JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS (22) 7357-61-09 06/01/2022 06/01/2023 BODILY INJURY (Per accident) $ PROPERTYDAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLALIAB is OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE 7987-71-21 06/01/2022 06/01/2023 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) NIA (23) 7174-35-69 06/01/2022 06/01/2023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Errors & Omissions G21654711 020 06/01/2022 06/01/2023 Each Claim $10,000,000 Aggregate $10,000,000 Retention $100,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability coverage includes coverage for contingent bodily injury, property damage and wrongful acts such as the disclosure of confidential information. Coverage is true worldwide. The City of Santa Ana, its officers, officials, employees, and volunteers are included as Additional Insureds as respects to General Liability. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE p,„ - ( o" REoEwm 114 r& 7iaii Pta"�'LJrJae C © 1988-2016 ACORD C( I Jrear xTerrenc�ren aownrr ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 22634270 BATCH: 2544225 AGENCY CUSTOMER ID: LOC #: ® ADDITIONAL REMARKS SCHEDULE AGENCY Willis Towers Watson Northeast, Inc. POLICY NUMBER See Page 1 CARRIER See Page 1 ADDITIONAL REMARKS NAMED INSURED Language Line Solutions, Inc. attn: Turie Cavaliere One Lower Ragsdale Drive Building 2 Monterey, CA 93940 NAIC CODE See Page 1 EFFECTIVE DATE: See Page 1 Page 2 of 2 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance It is further agreed that General Liability insurance as is afforded shall be primary and non-contributory with any other insurance in force for or which may be purchased by Entity, its officers, officials, employees, or volunteers . �ICI����II�N ��II�IIIII�IIII,I�I ACORD 101 (2008/01) © 2008 ACORD C( v �rrreni�te o w<rr The ACORD name and logo are registered marks of ACORD SR ID: 22634270 BATCH: 2544225 CERT: W24945676 C H U B B° Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance DUNE 1, 2022 TO DUNE 1, 2023 JUNE 1, 2022 3595-61-78 DTO LANGUAGE LINE HOLDINGS II, INC GREAT NORTHERN INSURANCE COMPANY JUNE 1, 2022 Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07) Endorsement SAN 'A A, YEA CHUBB" Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07) Endorsement SAN 'A A, YEA