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HomeMy WebLinkAboutCyracom International Inc. - Interpretations Services for SuncommCity Manager Signature Transmittal This form is NOT needed if item is going to Council Name/Phone Erica McNamara Department SunC©mm Brief Project Description: Date 8 Project Na 8/2025 Renewal of annual contract for language interpretation services, These services are reimbursed by the State 911 Office. Is Item Budgeted? j„ Yes No Account Nols.151-343-4300 What is the remaining budget balance in this account today Amount $: 5,000 as shown on the Financial Inquiry (Summary Tab): Balance $ 2.3,627.67 ,.- Checking that the Vendor is not delinquent in their taxes and hasn't been debarred is required. (Print out and attach) Go to: https://dor.wa.gov/and click "look up a business" in the °I want to... " window. If Federal Funds used; https://samgov/content/excfusions Is this a new contract: Yes CONTRACT INFORMATION: Effective Date Is there Federal Funding? If yes, check suspension & debarment: https://sam.gov/content/exclusions and attach copy Is vendor deliquent on taxes? Verify: https://dor.wa.gov/ and attach copy Certificate of Insurance Required? (If yes, forward to Purchasing) Purchasing Involvement Required? (see manual) Competition Received? (if over $10K) Technology or Network related? If yes, has IT reviewed? EXISTING CONTRACT Effective Date 2©1 7 OR AMENDMENT? No, go to EXISTING CONTRACT below Contract Term Yes Yes Yes Yes Yes Yes Yes No No No No No No Contract Term Original Contract, Res. or Ord, No, Other: included the CM transmittal form from 2017, I was unable to locate any other documents. We have been using this vendor since 2017. Reviewed. By (digital or physical signature): 1. Department Director Aaron J Markham Finance Director "1, City Attorney J oshu$ushey Date 9/08/2025 Date q,� Date 8/22/2025 Vendor name and address: CyraCom International, Inc. ("Vendor 2650 East Elvira Road, Suite 132 Tucson, Arizona 85756 Services: CyraCom International, Inc.: . "`. Print'Name: C c irc Title:. Dale: Service Agreement Client name and address: City of Yakima ("Client") 2403 S. 18th Street, Suite 400 Yakima, WA 98903 Exhibit (Exhibit attached hereto if box is checked): A: Over -the -Phone interpretation/OPI ❑ A -I: Leased Telephones ❑ B: Interpreter Evaluations ❑ C: On -Site Interpretation ❑ D: Video Remote Interpretation/VR1 ❑ D — 1: Video Remote Interpreting Equipment ❑ D — 2: CyraCom Connect -- Telehealth ❑ F: Facilities Print Name: Title: Date: "A I ONT;R.,,cr No- -IS RESQI_UTrION NO: NIk Introduction. In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I, Formation. This Service Agreement ("Agreement") is formed between Vendor and Client. This Agreement replaces and supersedes any agreements previously in place between Vendor or either of its affiliates, CyraCom, LLC and Voiance Language Services, LLC. and Client or its listed facilities set forth on Exhibit F. 2. Services. Pursuant to the terms of this Agreement, Vendor shall provide the above identified Services to Client and to any affiliate Facilities . Client is not a current member of any Group Purchasing Organization ("GPO") that Vendor is contracted with. During the terns of the Agreement if Client becomes an active member of any GPO that Vendor is contracted with, it will be the responsibility of the Client to provide member information to Vendor along with a completed End User Agreement, Should Client not provide member information to Vendor it shall be deemed that Client has elected have a standalone agreement with Vendor and Client understands Vendor will not be reporting Client's usage to the GPO. Usage reporting will become effective the first full month after Client provides Vendor with a completed End User Agreement and valid Member ID. 3. Payment. Client will be invoiced by Vendor and shall remit payment to Vendor within thirty (30) days of invoice date. Vendor will provide Client a one-half percent (0.05%) discount when payment is made via ACH within 10 days of invoice date. Vendor's preferred method of payment is by any electronic means, including automated clearing house (ACH) payment or wire, however checks and credit cards are accepted. Any third -party fees incurred by Vendor in the course of receiving or preparing to receive payment from Client, such as a third -party payment processing service, shall be applied to Client's next invoice, due and payable by Client in accordance with the provisions of this Agreement. Any payment Client fails to remit to Vendor as provided herein shall incur simple interest on all overdue amounts at the rate of one and one-half percent (1.5%) every thirty (30) calendar days. 4. Term and Termination. This Agreement shall commence on the first day of the first full month after the date of the last signature ("Commencement Date"), and shall terminate one (1) year from the Commencement Date, unless otherwise provided in this Agreement or sooner terminated as provided elsewhere in this Agreement. On the initial termination date, and on each successive anniversary of that date, this Agreement shall renew for one year. This agreement may be terminated, without penalty, by either party upon thirty (30) days' written notice of termination to the other party. The "Termination Date" of this Agreement shall be the sooner of: (i) the date identified by the terminating party in that parry's notice of termination to the other party, or (ii) the date on which Vendor terminates Client's access to Services. 4.1 Survival. Without limiting other provisions of this Agreement, obligations of the following sections shall survive the termination of this Agreement: 9 (Confidentiality/Prohibited Uses) and 20 (Arbitration). 4.2 Termination for Non -Payment. Vendor may suspend PIN(s) and terminate the account if payment is not received within 60 days of invoice date. 5. Independent Contractor Relationship. The relationship between the parties is that of independent contractors. Neither party is an agent, partner or employee of the other party, and neither party has any right or any other authority to enter into any contract or undertaking in the name of or for the account of the other party, or to assume or create any obligation of any kind, express or implied, on behalf of the other party, nor will the acts or omissions of either party create any liability for the other party. This Agreement shall in no way constitute or give rise to a partnership or joint venture between the Parties. 6. Insurance. Vendor shall maintain insurance against claims for injury to persons or damage to property that may arise from or relate to Vendor's performance of Services pursuant to this Agreement. All insurance coverage required by this Agreement shall be procured from and maintained with duly licensed or approved non -admitted insurers in the State of Arizona with an "A.M. Best" rating of not less than A- VII. Upon Client's written request, Vendor shall furnish Client with copies of certificates of insurance or other forms of verification of coverage, duly signed by an authorized representative of the respective insurer. 6.1. Vendor shall maintain per -occurrence commercial general liability insurance including bodily injury, property damage, personal injury, and broad -form contractual liability coverage of not less than the following amounts: General Aggregate $3,000,000.00 Products — Completed Operations Aggregate $3,000,000.00 Each Occurrence $2,000,000.00 Damage (Rented Property) $2,000,000.00 Medical Expenses $15,000.00 6.2. Vendor shall maintain coverage for Errors and Omissions and Workers Compensation of not less than the following amounts: Errors and Omissions Worker's Compensation $10,000,000.00 $1,000,000.00 7. Limited Liability. Vendor shall provide Services in a professional and workmanlike manner utilizing translators, interpreters and/or other language professionals with skills and qualifications that meet or exceed the standards of the industry. Client understands and agrees that Services are inherently inexact disciplines and some discrepancies may arise despite Vendor's professional provision of Services. Client releases Vendor from any and all liability, other than liability that cannot be waived by law, for: (i) non -negligent errors made by Vendor in the provision of Services, and (ii) any failure of or interruption to Services due to the failure of any telecommunications facilities, gear, infrastructure, and/or similar equipment beyond Vendor's control. Beyond the limits of its insurance coverage, Vendor shall not be liable to Client for Page2of6 any direct, indirect, punitive, special, incidental or consequential damage of any kind (including loss of business, revenue, profits, use, data or other economic advantage) in connection with or arising out of Client's use of Services or any failure to connect to Services, if applicable, whether in contract or in tort, even if Vendor has been previously advised of the possibility of such damages. The foregoing limitation on Vendor's liability for damages shall apply even if any exclusive remedy provided for in this Agreement fails of its essential purpose. 8. Background Checks. Vendor, subject to any federal, state or local laws, rules or regulations which may limit any Vendor action otherwise required by this section, shall make reasonable and legally permitted efforts, including checking background and verifying personal information, to determine that no Vendor employee or independent contractor who shall perform any Services that permit physical, virtual or other access to Client's or its customer's premises, systems, networks or information at any time during the term of the Agreement, has been convicted of any felony or misdemeanor less than ten (10) years prior to becoming Vendor's employee (unless a lesser time period is required by law) involving violence, sexual misconduct, theft or computer crimes, fraud or financial crimes, drug distribution or crimes involving unlawful possession or use of a dangerous weapon. Vendor shall not permit any employee having such a conviction to perform any Services that permit such access during the term of the Agreement, subject to any federal, state or local restrictions on the consideration of criminal convictions in making employment decisions, unless in the sole judgment of Client, said conviction has no reasonable relationship to the employee's fitness or trustworthiness to perform the Services. Vendor shall comply with obligations under this section through the use of a third party service which shall perform a review of applicable records for those counties, states and federal court districts in which a proposed Vendor employee has identified as having resided, worked or attended school in the searched time period. Notwithstanding any of the foregoing, exceptions for individual Vendor personnel may be granted by Vendor on a case -by -case basis. 9. Confidentiality/Prohibited Uses. 9.1. Confidential Information. Confidential Information means any information disclosed pursuant to this Agreement by one party (the "Discloser") to the other party (the "Recipient") that is either (i) identified as confidential at the time it is disclosed or (ii) that under the circumstances should reasonably be considered as confidential. Confidential Information includes, but is not limited to, trade secrets, patented or copyrighted information, computer programs, software, software documentation, formulas, data, inventions, algorithms, techniques, processes, marketing plans, strategies, forecasts, financial information, third -party confidential information, and customer lists. 9.2. PHL Vendor shall apply safeguards to Personal Health Information ("PHI") in conformity with HIPAA and HITECH requirements. 9.3. Prohibited Uses. The following uses of Services are prohibited: (i) transmission of any message which constitutes an infringement of any copyright or trademark; (ii) any unauthorized disclosure of a trade secret (iii) transfer of any information or technology in violation of any applicable law or regulation; (iv) violation of any telecommunications law or regulation regarding the use of telephones in interstate or foreign commerce to transmit obscene, threatening, harassing or other prohibited messages; (v) making libelous or slanderous statement; and (vi) violation of any applicable statute or government rule, ordinance, law, regulation or similar edict. Client shall indemnify and hold harmless Vendor for any liability Vendor incurs arising out of or relating to Client's prohibited use of Services. This indemnity protection shall survive the termination of this Agreement. Without waiving any other remedy available to Vendor at law or in equity, Vendor may terminate this Agreement at any time following Client's prohibited use of Services. 10. Safe Harbor. Vendor agrees that it will fully and accurately satisfy its responsibilities, as provider of the Services, under the Safe Harbor Regulations relating to program "fraud and abuse" promulgated under the Social Security Act and Medicare and Medicaid Patient and Program Protection Acts. 11. Disbarment. Vendor warrants that it is not disbarred or suspended, proposed for disbarment or declared ineligible for award of contracts by any federal agency. 12. Cost of Living Increase. The contracted pricing may be increased by 3% at each anniversary of the contract effective date. 13. Solicitation of Personnel. Neither party shall, directly or indirectly, knowingly solicit, induce, recruit or encourage, or cause another to solicit, induce, recruit or encourage, any person employed or engaged by the other party, whether as an employee or independent contractor, to terminate his or her engagement with the other party during the tern of this Agreement and for the one (1) year period following the Termination Date. Page 3 of 6 14. Marketing and Publicity. Without obtaining prior written consent, no party may use the other party's name, trademarks, logos and/or service marks without complying with the other party's requirements for such use. 15. Remedies. The remedies in this provision do not replace or otherwise limit the remedies included elsewhere in this Agreement. Either Party may, in its sole and absolute discretion, terminate this Agreement upon the other party's breach or within ten (10) days of learning of the other party's breach. Any decision by either parry to forego cancellation upon a breach by the other party shall not constitute a waiver of such party's right to terminate due to any subsequent breach. 16. Notices. All notices and communications must be in writing and will be effective upon receipt. Such notices shall be sent by registered or certified U.S. mail return receipt requested or by a nationally recognized overnight courier service, to the address set forth for such party listed above. 17. Account Management Portal. Client Administrator will grant Client's employees access to Vendor's Account Management Portal (AMP), or Client's Account Manager will grant access upon Client's request. During the term of the Agreement it will be Client Administrator's responsibility to remove terminated employee's AMP access, or notify Vendor, in writing, that a terminated employee should have their AMP access removed. Should Client not remove or provide termination information to Vendor to remove terminated user's accounts, Vendor will not have any liability for any misuse. 18. Equal Opportunity. In accordance with 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a)., Vendor prohibits harassment or discrimination against any individuals based on their status as protected veterans or individuals with disabilities, and prohibits discrimination against any individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Vendor takes affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. 19. Entire Agreement. This Agreement represents the complete agreement of the parties and will supersede any and all other agreements, understandings and representations by and between the parties hereto. The parties agree that this Agreement represents the joint drafting of the parties. By signing below, the parties represent and warrant that neither is relying on any promise, guarantee or other statement not contained in this Agreement. 20. Governing Law. The performance of Vendor and Client under this Agreement shall be controlled and governed by the laws of the State of Washington, excluding conflicts of law provisions. Jurisdiction and venue for any dispute between Vendor and Client concerning this Agreement shall rest exclusively within the state and federal courts of Yakima County, Washington. Each of Vendor and Client hereby waives all defenses of lack of personal jurisdiction and forum non conveniens related thereto. 21. Arbitration. The Parties agree that all controversies, disputes and/or claims arising out of or in any way related to the interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to final and binding arbitration. The arbitration shall apply Washington law and shall comply with and be govemed by the American Arbitration Association under its Commercial Arbitration Rules. The prevailing party in any such arbitration shall be entitled to an award of attorneys' fees, expert witness fees and reimbursement of all reasonable costs and other fees associated with the arbitration, unless the Parties stipulate otherwise. Judgment on the arbitrator's award may be entered by any court of competent jurisdiction. 22. Severability. Should any provision of this Agreement be held invalid or illegal, such invalidity or illegality shall not invalidate the remainder of this Agreement. Instead, this Agreement will be construed as if it did not contain the illegal or invalid part, and the rights and obligations of the parties shall be construed and enforced accordingly. 23. Force Majeure: Notwithstanding any other provision of this Agreement, Each party shall be excused from performing any obligations under this Agreement, in whole or in part, as a result of delays or interference caused by an act of God, war, labor disputes, strikes, floods, floods, lightning, severe weather, shortage of materials, failures or fluctuations in electrical power, heat, light, air conditioning, disruption of a line, service or program by a common carrier or billing services provider, disruption or malfunction of any data processing or telecommunications network, facility or equipment, third -party nonperformance, pandemic, or other cause beyond a party's reasonable control. Neither party however may obtain relief under this section if such party does not have a written disaster recovery/business continuity plan in place at the time of any force majeure event. 24. Counterparts. This Agreement and any amendments hereto may be executed by the Parties hereto individually or in any combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one Page 4 of 6 and the same agreement. Signatures to this Agreement and any amendments hereto transmitted by any electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same force and effect as physical execution and delivery of the paper document bearing the original signature. Page5of6 EXHIBIT A: OVER -THE -PHONE (OPI) SERVICES Vendor shall provide Client (and to the Facilities) with Over -The -Phone Interpretation ("OPI") Services, available twenty-four (24) hours per day each calendar day for the tern of this Agreement, for the languages referenced below. Vendor shall provide the following features and services at no additional charge to Client: (i) Vendor's standard training services and materials; (ii) toll -free over -the -phone customer support available twenty-four (24) hours per day each calendar day for the term of this Agreement; (iii) on-line service -usage reporting; (iv) monthly invoices with Vendor's standard granular usage details; and (v) such additional PIN numbers as Client may reasonably request from time to time. Client may access Vendor OPI Services using Vendor's telephone interface or Vendor's Leased telephones by entering a valid PIN. Client is solely responsible for the security of Client's PIN and preprogrammed Leased telephones, as well as for any use of Services arising out of or relating to unauthorized access thereto. If Client discovers or suspects unauthorized use of Client's PINS, Vendor shall promptly disable any such PIN upon Client's request and issue a replacement PIN. Client may be issued a Dedicated Toll Free Number ("DTFN") and a four digit PIN in order for Client to access Vendor OPI Services. If Client is issued 1 800 number(s) for its convenience by Vendor, Vendor shall retain ownership and a right in the 1 800 number(s) and Client agrees that use is limited to Client, its subsidiaries, affiliates or Employees and that Client is responsible for payment for calls made using these 1800 number(s). Client is responsible for securing their DTFN appropriately. Client must formally notify Vendor for research and credit consideration within thirty (30) business days from date of invoice containing said alleged unauthorized charges. If Client chooses not to secure said DTFN with a PIN, then Vendor will not be held accountable for Client's unsecured DTFN related charges that did not originate from the Client. Languages: All available Vendor languages Pricing and Fees*: interpretation Service Charges — Billed Monthly OPI Interpretation $ 0.69 Per Minute Page 6 of 6