2011-073 EMS - Fluent Language Solutions, Inc. for Telephone Interpreting Services Agreement

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Fluent Language Solutions, Inc. Telephone Interpreting Services Agreement Fluent Language Solutions, Inc. Telephone Interpreting Services Agreement (the "AgreemenC) Fluent Language Solutions, Inc. ("Fluent"), and Orange County Emergency Communications ("Client") agree that the terms and conditions of this Agreement shall apply to all Services, as hereinafter defined, to be provided by Fluent to Client as d cri ed below. 1. Term. This Agreement will become effective ~ 1 ~ and will continue for one year (the Initial Term), unless earlier terminated as set foM in Section 9 below. Upon expiration of the Initial Term, the Agreement will remai rn full force and effect on amonth-to-month basis until terminated by either party as set forth in Section 9 below. 2. Charges. Invoices and Payments. Client shall pay all charges for Services rendered upon receipt of FluenYs invoice. Charges for Services as of the effective date of this Agreement are $1.80 per minute. Fluent shall give Client 30 days advance written notice of any rate change. 3. Late Fees and Charges. A late charge of $25.00 or interest on the unpaid balance computed at 24% per year, whichever is greater, shall accrue and be added to any outstanding balance that is more than 30 days past due. 4. Services. This Agreement is for telephone interpreting (the "Services"). During the tern of the Agreement, Fluent shall make commercially reasonable efforts to provide the Services to Client at such times and dates as the parties may agree. 5. Use of Services. a. The following uses of Services are prohibited: the transmission of any message or other material which constitutes an infringement of any copyright or trademark; the unauthorized disclosure of a trade secret; the transfer of any 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.S.C. Section 223, or other criminal prohibitions regarding the 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 governmental regulation. b. The Parties will defend, indemnify, and hold harmless, each other and their respective directors, shareholders, employees, affiliates, agents, and other representatives from and against any and all liabilities, claims, damages, costs, expenses (including reasonable attorney's fees), actions, proceedings, suits, and arbitrations resulting from or arising out of any use of Services in any manner prohibited by this Section 5 to the extent provided by law. 6. Unauthorized Use of Service. Client shall safeguard against use of Services by unauthorized persons. Client shall be solely and fully responsible for charges resulting from use of Services, whether or not such use is authorized. 7. Privacy of Communication. In providing Services, Fluent will make commercially reasonable efforts to ensue; the privacy of Client's communications. Under applicable law, Fluent may be obligated to reveal communications that evidence or constitute criminal activity. 8. Limited Warranty and Limitation of Liability. Fluent warrants to Client that the Services will be provided in a commercially reasonable manner. OTHER THAN THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8, FLUENT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT FLUENT'S LIABILITY TO CLIENT, WHETHER IN AGREEMENT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO FLUENT FOR THE SERVICES, AND UNDER NO CIRCUMSTANCES SHALL FLUENT BE LIABLE TO CLIENT FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. 9. Termination. Either party may terminate this Agreement by giving 30 days' written notice. Fluent may terminate this Agreement if Client fails to pay any charge that becomes past due or fails to perform or observe any other matedal term or condition of this Agreement and such failure continues for more than 10 days after receipt of written notice of such failure from Fluent, or if Client becomes insolvent or generally fails to pay its debts as they mature. Upon any termination of this Agreement, Client shall be responsible for charges for all Services rendered prior to the effective date of the termination, plus late fees and accrued interest. 10. Dispute Resolution/Arbitration. In the event either party has any Gaim, action, or controversy ("Claim")arising out of or relating to this Agreement or the breach thereof, the Claim shall be resolved as follows. If the Claim is solely for monetary damages of $15,000 or less, then the daimant may elect to either file a lawsuit in the District Court (or Small Claims Court) of Orange County, North Carolina, or demand arbitration as herein provided. All other Claims must be resolved by binding arbitration as provided for under the Revised Uniform Arbitration Act, Chapter 1, Article 45C of the North Carolina General Statutes. 11. Choice of Law and Venue. The laws of the State of North Carolina shall govern the construction, interpretation, and performance of this Agreement. Any Claim subject to Section 10 above shall only be litigated or arbitrated in Orange County, North Carolina. Client consents and submits to the jurisdiction of said court and/or arbitrator(s) in Orange County, North Carolina, and Client waives any defense Client may have as to improper venue or sius, or that any such court or sius is an inconvenient forum. 12. Attorney's Fees. In the event a Claim is asserted, the Court and/or arbitrator(s) shall have authority to award to the prevailing party its reasonable attorney's fees, costs and expenses incurred at arbitration, trial, and/or appeal. 13. Force Majeure. Neither Fluent nor its affiliates shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause that is beyond FluenYs reasonable control. 14. No Third Party Beneficiaries. Neither this Agreement nor the provision of Services shall be construed to create any duty or obligation on the part of Fluent to any third parties, including, without limitation, any persons participating in or the subject of conversations for which Services are provided. This Agreement does not provide any third party with any right, privilege, remedy, claim or cause of action against Fluent or its affiliates. 15. Complete and Final Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter contained herein and supersedes any and all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, between the parties with respect to such subject matter. This Agreement shall be binding upon the parties and their respective heirs, personal representatives, successors and assigns. Client: Orange County Emergency Comr~u icetions By: Position: Date: Fluent Language Solution , D Accepted By: /U, Date: Client Name (Business): O'fGiY~Oje ~OLtYti'U 1=tmevo~.er,ot,~ Comrv,t,~.niCa~iO~nS Contact Person: ti+ah e i cS Address: P.O•" X 1 Telephone Number: Fax Number. Email Address: Billing Email Address Entity Form: co. ora.n gt , nc. tt,5 Invoices sent via email unless othervvise specified. Please provide billing email address. Corp. LLC ~ This instrument has been pre- audited in the manner required ~yyg2~~-3} by the Local Government Budget and Fiscal Control Act Governmental EntitylAgency Individual Other u~. a~,- ~~~,~„ ~