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Res 1121 - Agmt AT&T Inter Serv ...... COUNCIL BILL NO. 1392 RESOLUTION NO. 1121 A RESOLUTION ENTERING INTO AN AGREEMENT WITH A T & T FOR ON-LINE INTERPRETER SERVICES. WHEREAS, the Woodburn Police Department has indicated an ever-increasing need for interpreter services, and WHEREAS, AT & T Communications, Inc. offers an on-line, 24-hour interpreter service, and WHEREAS, the cost of this service is provided for in the current budget, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor is hereby authorized to execute an agreement with AT & T Communications, Inc. on behalf of the City of Woodburn, a copy of which is attached hereto and incorporated herein. Approved as to form~ ~ ~ ~ S; 2/ J'lZ C;ty Auom.y ~ r!""', ./ APPROVED: mer W rif,4VJ RED W. KYSER, MAY Passed by the Council May 26, 1992 Approved by the Mayor Mav 27. 1992 May 27, 1992 Submitted to the Mayor Filed in the Office of the Recorder May 27, 1992 ATTEST:ii~~ Mary en t. City Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1392 RESOLUTION NO. 1121 .----:::::..... AT&T 1 Lower Ragsdale Drive Monterey. California 93940 AT&T CUSTOMER INTERPRETER SERVICE AGREEMENT Effective Date: Upon signing by both parties to this agreement and assignment of start date. This is an agreement, by and between AT&T Communications, Inc., having an office at 295 North Maple Ave., Bask, ing Ridge, NJ, 07920, acting on behalf of the American Telephone and Telegraph Company affiliates providing service hereunder (collectively "A T& T"): and ("Customer"), having an office as shown in Attachment B to this Agreement. A T& T agrees to provide, and Customer agrees to receive and pay for, services in accordance with the terms and conditions of this Agreement. Article 1 - Scope AT&T will provide on-line Interpreter Service ("Interpreter Service") for Customer and Customer's Users, as described in Attachment A, which is attached to and made part of this Agreement, and in accordance with the AT&T Customer Guide provided to Customer and as revised by AT&T from time to time. Article 2 - Term of Agreement This Agreement shall be effective on the Effective Date indicated above and shall continue in effect except that either party may terminate this Agreement upon thirty (30) days written notice to the other at the address set forth in Attach- ment B hereto. Article 3 - Payments and Charges Customer agrees to pay the following charges for the services provided pursuant to this Agreement: A. A one-time service initiation charge of $ 199.00. B. Actual time on,line with an AT&T Language Line Interpreter is billed at $ See Attach.e~t C C. There is a monthly minimum charge of $ 50,00 . D. Training charge $ NIA E. Such other charges for document translation services as the parties may agree upon in accordance with Attachment A. AT&T shall bill all Interpreter Service charges to Customer's address as identified by Customer in Attachment B. Customer agrees to pay all Interpreter Service bills upon presentation. Customer hereby authorizes AT&T to provide Interpreter Service under this Agreement for any User identified in accordance with the procedures set forth in Attachment A hereto, and shall pay all charges for such Interpreter Service and for such call charges as may be incurred as a result of Customer requesting outbound Interpreter led calls. Article 4 - Subcontracting AT&T may subcontract any or all of the work to be performed by it under this Agreement, but, subject to the exclu- sions and limitations of liability provided in this Agreement, shall retain the responsibility for work that is subcontracted. Customer is aware and agrees that A T& T may use subcontractors to provide language interpretation. Article 5 - Amendments Other than as specifically authorized by the terms of this Agreement, this Agreement may only be amended or modi- fied by a writing signed by the authorized representatives of both parties. No oral statement of any person whomsoever shall in any manner or degree modify or otherwise affect the terms and conditions of this Agreement. Article 6 - Entire Agreement This Agreement (including the additional terms and conditions listed on the back 01 this document) constitutes the entire Agreement between the parties. This agreement supersedes all prior oral or written understandings or statements with respect to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duiy authorized agents on the date(s) written below. This Agreement shall not be binding until it is signed by both parties, CUSTOMER: By: Prepared by: JOHN HAZOOVAC 7152 Date: Fred June ( Ignature) \,. Kyser, Mayor (Type or Print Name and Title) 1, 1992 AT&T Language Line Services By: (Signature) HARRY MOEOIN6ER. Nat'l Sales Manaqer (Type or Print Name and Title) DM ADPDB L588 Date: 05120/92 BP-3456-01 AT&T COPY - white CUSTOMER COpy. yellow 1/92 .- Additional Terms and Conditions 1 jf Customer tails to pay any invoiced chargeswilhinthirty days atter presentation, AT&Tmay give written notice of intent to terminate Interpreter Service. AT&T may terminate Interpreter SefVlce as specified In the notice, without any liability to AT&T unless within thirty days after the dale of such notice (a) such charges are paid in full, or (b} Customer in good faith disputes those portions of the charges on which payment has been withheld, and Customer gives AT&T a written explanation demonstrating its good faith basis for disputing such charges, or (e) Customer and AT&T agree in writing upon a payment arrangement. If the Customer fails to make payment in full pursuant to any payment arrangement entered into (n accordance with the above, AT&T may immediately terminate Interpreter Service as specified in AT&T's notice, without any liability of A T& T to Customer 2. Customer agrees that any restrictive endorsements, releases, or other statements on or accompanying checks or other payments accepted by AT&T shall not be effective. 3 Customer agrees to be responsible for safeguarding the use of Interpreter Service and Customer's Interpreter Service 10 Number from use by unauthorized persons. 4_ Customer shall be solely responsible for any authorized or unauthorized use of the Customer's Interpreter Service 10 number. 5 In addition to charges provided herein, A T& T shall bill Customer for all federal, state, and/or local taxes (except for federal and state net income taxes or taxes imposed in lieu thereof), which may be imposed upon or on account of the Interpreter Service rendered hereunder. 6 Notices; All notices required to be given under this Agreement will be given in writing and either (1) delivered in person, or (2) addressed and deposited in the United States mail, postage prepaid, to the appropriate addressee listed in Attachment B hereto. Notice shall be deemed given upon delivery, or three days after mailing (if mailed), whichever is earlier. 7. At any time, either party may change the name and address where notices to it are to be directed, by giving the other party thirty days prior written notice. e Dlsctalmer of Warranty; All INTERPRETATIONS ARE TRANSMITTED ON AN "AS IS" AND "WITH All FAULTS" BASIS, AT&T MAKES NO GUAAANTEE, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, REGARDING THE CONDITION, MERCHANTABILITY. OR FITNESS OF THE SERVICE OR ANY INTERPRETATION FOA ANY PARTICULAR USE OR PURPOSE. CUSTOMER RECOGNIZES THAT INTERPRETATIONS MAY NOT BE ENTIRELY ACCURATE IN All CASES. CUSTOMER ALSO RECOGNIZES THAT INTERPRETA. TIONS CONCERNING SPECIALIZED OR TECHNICAL SUBJECTS ARE EVEN MORE PRONE TO ERROR. ACCORDINGLY, CUSTOMER SHALL NOT INCUR ANY OBLIGATION (INCLUDING, AMONG OTHER THINGS. FINALIZING CONTRACTS, PLANS, OR DECISIONS INVOLVING BUSINESS, LEGAL, PERSONAL, OR OTHER MATTERS) IN RELIANCE UPON INTERPRETER SERVICE OR THE ACCURACY OF INTERPRETATION. AT&T WILL MAKE ALL REASONABLE EFFORTS TO HAVE INTERPRETERS AVAILABLE TO MEET ALL OF CUSTOMER'S INTERPRETATION NEEDS. AT&T DOES NOT, HOWEVER, WARRANT THE AVAILABILITY OF ALL LANGUAGE PAIRS AT ALL TIMES. 9 Assignment; AT&T reserves the right to assign this Agreement, or any rights or duties under this Agreement, to its parent company, American Telephone and Telegraph Company, or to any affiliated company or subsidiary of AT&T; and AT&T may assign to any person its right to receive payment. Neither this Agreement nor any rights or duties hereunder may be assigned or delegated by Customer, or by AT&T (other than as provided In the preceding sentence), without the prior written consent of the other party to the terms of the assignment or delegation, such permission not to be unreasonably withheld, Any assignment or delegation in violation of the preceding terms shall be void. 10. Effect of Cancellation or Termination; The obligations 01 the parties under this Agreement which by their nature would continue beyond the termination or cancellation of this Agreement shall survive such termination or cancellation. 11 Severability; If any provision of this Agreement shaH be held to be invalid or unenforceable under the law of any jurisdiction held applicable to any matter under this Agreement, then the meaning 01 such provision shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such provision, it shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, in the event such provision is considered an essential element of the Agreement, the parties shall promptly negotiate a replacement. 12. limitation of liability; AT&T's charges for Interpreter Service provided under this Agreement are unrelated to the value 01 Customer's business or the potential lor indirect, incidental, consequential, reliance, special or other damages in excess of those allowed in the Agreement. Customer elects to accept charges calculated on that basis, and agrees that this allocation of risk of liability is fair, reasonable and not unconscionable, and Customer retains the right to purchase insurance to cover any additional loss or liability. Accordingly, AT&T's entire liability to Customer is limited asset lorth hereafter. a. EXCEPT WHEN DUE TO AT&T'S INTENTIONAL OR WillFUL MISCONDUCT, THE TOTAL L1ABILtTY OF AT&T AND THE AT&T AFFILIATES FOR LOSS OR DAMAGE CAUSED BY DEFECT OR FAILURE OF INTERPRETER SERVICE, OR ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY WORK UNDER THIS AGREEMENT, SHAll BE LIMITED TO A CREDIT OR REFUND TO CUSTOMER FOR SERVICES WHICH ARE NOT PROVtDED OR PERFORMED IN ACCORDANCE WITH THIS AGREEMENT. FOR PURPOSES OF THIS AGREEMENT, THE "AT&T AFFILIATES" SHALL INCLUDE AT&T'S AFFILIATED COMPANIES, SUBSIDIARIES, PARENT CORPORATION, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, SUPPLIERS AND INTERPRETERS (WHETHER HIRED OR INDEPENDENT CONTRACTORS), OR ANY OF THEM. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE. STRICT LIABILITY OR OTHERWISE. b. NEITHER AT&T NOR THE AT&T AFFILIATES SHALL BE LIABLE IN ANY EVENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING DIRECTLY OR INDIRECTLY FROM ANY ACTION OR FAILURE TO ACT BY AT&T OR ANY AT&T AFFILIATE WHETHER OR NOT IT HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. THIS PROVISION SPECIFICALLY INCLUDES, BUT IS NOT LIMITED TO, DAMAGES RESULTING IN LOSS OF PROFITS OR INCOME. AT&T AND THE AT&T AFFILIATES SHALL NOT BE RESPONSIBLE FOR DAMAGES DUE TO CAUSES BEYOND THE REASONALBE CONTROL OF AT&T OR ATTRIBUTABLE TO ANY SERVICE, PRODUCTS OR ACTIONS OF ANY PERSON OTHER THAN AT&T, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS, AND TRANSLATORS. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. 13. Force MaJeure; Neither AT&T nor its affiliates, subsidiaries, or parent corporation shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond its reasonable control, including but not limited to: fire; explosion; lightning; pest damage; power surges or failures; strike or labor disputes; water; acts 01 god; the elements; war, civil disturbances, acts of civit or military authorities or the public enemy; inability to secure raw materials, prodl!cts or transportation facilities; fuel or energy shortages; acts or ommissions of communications carriers (including without limitation local exchange companies), or any other cause beyond its control whether or not similar to the foregoing. If any such loss, damage, delay or failure causes an increase in the costs of performance of this Agreement, AT&T shall be entitled to an equitable adjustment in the prices or schedule dates, or both. The preceding statements shall not excuse Customer's obligation to pay charges for services provided pursuant to this Agreement. 14. Use of Service; The following uses by Customer or Customer's Users are prohibited: the transmission of any message or other material which constitutes an infringe- ment ot any copYright or trademark; an unauthorized disclosure of a trade secret; the transfer of any information or technology abroad in violation 01 any applicable export law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended, 47 U.S.C. Section 223, regarding the use of tetephones in interstate or foreign commerce to transmit obscene, threatening, harassing or other messages specified therein; :\ libelous or slanderous statement; or a violation of any other applicable statute or government regulation, state or federal. Customer agrees that the services provided pursuant to this Agreement may not be used to conduct any activity prohibited by governmental authority or regulated in a manner inconsistent with the services provided under this Agreement. 15 Indemnification; Customer agrees to indemnify AT&T and the AT&T Affiliates, and to hold them harmless, from any claim or action whatsoever arising from the use of AT&T's Interpreter Service in any manner prohibited by Item 14 preceding. Customer agrees that AT&T and the AT&T Affiliates shall not be liable for any false or misleading statements contained in any communications transmitted and inter- preted by AT&T. The content of communications transmitted and interpreted pursuant to this Agreement is solely the responsibility of the Customer. AT&T and the AT&T Affiliates shall have no responsibility or liability for screening obscene or abusive communications. 16 Waiver; The waiver by either party of any breach of this Agreement by the other party in a particular instance shaH not operate as a waiver of subsequent breaches oj the same or dif1erent kind, The failure of either party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the party's right 10 exercise the same or different rights in subsequent instances 17 Use and Protection of Information; The panios agree that any technical or business information in written, graphic or other tangible form furnished or disclosed by AT&T to Customer, which is marked with a restrictive notice or otherwise tangibly designated as proprietary (including among other things copies of this Agreement), shal! be deemed the property of AT&T and shall be returned to AT&T upon request. Unless such information was previously known to Customer free of any obligation to keep it confidential, has been or is subsequently made public by AT&T or a third party, or is independently developed by Customer, then Customer shall for a perlod of three years lrom the date 01 disclosure, keep the information confidential and use at least the same degree of care as it uses with regard to its own proprietary information to prel/ent disclosure, use or publication thereof. 18 Privacy of Communications; In rendering services under this Agreement, AT&T will make reasonable efforts to ensure the privacy of Customer's and Customer's Users communications_ AT&T's subcontracts with its Interpreters will obligate such Interpreters to maintain such privacy. However, absolute privacy of communications IS not guaranteed by AT&T. In addition, Customer is aware that under applicable law, AT&T may be obligated to reveal communications which evidence or constitute criminal actiVity 19 Choice of Law; The constructiOn, interpretation and performance of this Agreement shall be governed by the domestic laws of the State of New York. 20 If any ordering or acknowledging form or invoice contains any terms or conditions that differ from or add to any provision of this Agreement, those additional or different terms and conditions shall have no effect. .- ATrACHMENT A INTERPRETER SERVICE DESCRIPTION: Attachment A sets forth the service to be rendered under this agreement. Interpreters shall be available 24 hours a day, 7 days a week. Service Utilization Upon execution of this agreement, the Customer will designate one billing address to which all Interpreter Service bills will be sent. Upon execution of this agreement AT&T will provide the customer with a Client ID number. The Customer may then provide this ID number to all persons authorized to use AT&T's Interpreter Service on the Customer's account. AT&T will provide Interpreter Service to any person requesting it in accordance with the procedures described below, and giving the Customer's company/organizational name and ID number. All such persons shall be deemed to be the Customer's Users, and all Interpreter Service used by such Users in accordance with the procedures outlined below shall be paid for by the Customer. The Customer may request a new Interpreter Service ID number at any time, upon reasonable notice, to AT&T. Upon calling the AT&T Attendant, the user shall tell AT&T's Service Attendant: . The language desired . The Customer's company/organizational name . The Client ID number The AT&T Attendant will then: . Locate an appropriate Interpreter for the Customer's call . Verify Client's ID number Course of the Call The Interpreter shall retain control of the conference call to completion. The Interpreter will provide interpretation in the language requested, as requested by the User, Other Services In addition to the interpreter services described herein, AT&T can provide translations of written documents subject to the terms of this agreement and any additional terms the parties agree to including the price to be paid by the Customer to AT&T for such translation, 4/1/92 - AITAOIMENT B INSTRUCTIONS: Complete ATIACHMENT B; if desired make a duplicate, retain one copy and return the other one with the signed service agreement to the address below. 1. OPERATION CONTACT PERSON Name: Address: Telephone: 2. BILLING CONTACT PERSON Name: Address: Telephone: 3. 24-HOUR DIAL BACK NUMBER (switchboard, dispatch, etc,) to be used in case of accidental interruption of the call: 4, P.O. Number (for non-recurring subscription fee): 5. Please enclose a copy of your TAX EXEMPT CERTIFICATE. 6. Send the one copy of Attachment B and the signed service agreement to: AT&T Language line" Services Attn,: Sales Department 1 Lower Ragsdale Drive, Bldg. 2 Monterey, California 93940 7. Upon receipt of billing statement, send all remittance to: AT&T Language Unelll Services P.O. Box 641138 Detroit, Michigan 48264-1138 4/1192 _._.__._--~-~--t._.........----~- - AlTAOIMENT C PAYMENTS AND CHARGES: Customer agrees to pay the following charges for the services provided pursuant to this agreement . AT&T Language llne'" Services provides toll-free access lines. One-time only set up fee (first account) ...............................................................$499.00. Additional accounts..........,.....................,..,..,........,................................................. $199.00. Monthly usage minimum (per account) ................................................................... $50.00 Per minute, Spanish ..................,..,...........,.................................................,................ $2.25 Per minute, all other languages.,....................................,.........,.................................$2.55 . Volume discount price schedule: (Please note: Volume discounts for Spanish apply separately from all other languages.) All other Per minute Spanish languages 1 - 500............................................ $2,25............................................... $2.55 501 - 1,000....., ,..,.........,....,...,............... $2.18 ....................,..,................., ,.... $2.47 1,001 - 5,000..........,...............,................. $2.12 .......,...,....................'.............. $2.40 5,001 - 15,000............................................ $2.05............................................... $2,33 15,001 - 30,000............................................ $1.99............................................... $2.26 30,001 - 60,000............................................ $1.93............................................... $2,19 60,001 - 100,000............................................ $1.87............................................... $2.12 100,001 - over ,................................,.......... $1,82...............................................$2.06 . Additional charges may apply for calls originated outside the United States. . Additional training available for: Customer on-site training (we go to your location), per day plus expenses......$875,OO Language llne headquarters training, per attendee (20% discount for 3 or more) .......475.00 Language llne teletraining, per connection .............................................................99,00 . Price includes one free teletraining session, Prices are effective as of April 1, 1992 and are subject to change without notice. 4/1/92 -.' ~._._"~.-._..,',. .,