HomeMy WebLinkAboutContract 57430 CSC No. 57430
FORT WORTH,
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and MasterWord Services, Inc. ("Vendor"), a Texas
Corporation and acting by and through its duly authorized representative, each individually referred to as a
"party"and collectively referred to as the"parties."
1. Scope of Services. Virtual, In-Person, and publication editing translation services
("Services"),which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for
all purposes.
2. Term. The initial term of this Agreement is for one year(s),beginning on the date that this
Agreement is executed by the City's Assistant City Manager("Effective Date"),unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to four one-year renewal option(s)(each
a"Renewal Term").
3. Compensation.
3.1 Total compensation,per year,under this Agreement will not exceed three hundred
fifty six thousand three hundred seventy four Dollars and zero Cents ($356,374.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act(Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit "B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement
v.1.3(August 27,2021) FT.WORTH,TX
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,foritself and its officers,agents andemployees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptlynotify Vendor.Itwill be theresponsibility of Vendor to submitreasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Informationinasecure
manner and will not allow unauthorized users to access,modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three(3)years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including,but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
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7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors.Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents,servants,employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMESION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS,REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIJIS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS)AND PERSONAL INJURY,INCLUDING, BUT NOT LIMITED TO,DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS,EMPLOYEES, CONTRACTORS,OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle,or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark,trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation.So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section,Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement,negotiations, or lawsuit as necessary to
protect City's interest,and City agrees to cooperate with Vendor in doing so.In the event
City,for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
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will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action,with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement.If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or
compromise, such use is materially adversely restricted,Vendor will, at its own expense and
as City's sole remedy, either: (a)procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or(c) replace the software and
documentation with equally suitable,compatible, and functionally equivalent non-infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that areto be in effectpriorto commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
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Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by ac c ident; eac h ac c ident/occurrenc e
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability (Errors &Omissions):® Applicable ❑ N/A
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two(2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current AM.BestKey Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver-of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors,and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail, registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth MasterWord Services, Inc.
Attn: Assistant City Manager Ludmila Golovine, President&CEO
200 Texas Street 303 Stafford St.
Fort Worth, TX 76102-6314 Houston, Texas 77079
Facsimile: (817) 392-8654 Facsimile: 281-589-1104
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
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16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted,at law or in equity, is brought pursuant to this
Agreement, venue for such action will he in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
is. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in anyway be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes;lockouts;natural disasters;wars;riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority,
transportation problems;restraints or prohibitions by any court,board,department, commission, or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments/Modifications /Extensions. No amendment,modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30)days from the date that the services are completed. In such event, at Vendor's
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option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created,published, displayed, or produced in
conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof, and in and to the copyright,patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycottlsraer,
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and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and(2)will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1)does not boycott energy companies; and(2)will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company'have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1)does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with companywith 10 or more full-time employees unless the contract contains awritten verification
from the company that it: (1) does not have a practice,policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2)will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate,""firearm entity"
and "firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does nothave a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2)will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City: ,,// ,,,, // / Vendor:
l�GZC LU �GlZ rL ,
By. Valerie Washington(Apr 19,202214:14 Cox By, Ludmila Golovine(Apr 12,2022 22:31 GMT+2)
Name: Valerie R,Washington Name: Ludmila. Golovine
Title: Assistant City Manager Title: President&CEO
Date: Apr 19, 2022 Date: Apr 12, 2022
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: William R muly p ,202217:02 CDT) performance and reporting requirements.
Name: William F. Rumuly
Title: Director
2&-6�
By: Shelley Hollars(Apr 12,2022 16:55 CDT)
Approved as to Form and Legality: Name: Shelley Hollars
Title: Administrative Services Manager
AW --
By: NicoAriat(Apr.14,2022 14:30 CDT) City Secretary: aQF°FORp�1a�
Name: Nico Arias 9�o° °'O
Title: Assistant City Attorney Poo
o o�=d
o
By: Jannette S.Goodall(Apr 19,2022 14:56 CDT) ���*°°O000000°°o° *p
Contract Authorization: Name: Jannette S. Goodall ���nFXA5a4p
M&C: 22-0205 Title: Acting City Secretary
Form 1295:2022-856385
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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EXHIBIT A
SCOPE OF SERVICES
SCOPE OF SERVICES
1.0 The City is seeking a Contractor to provide translation and/or editing of publications
from English to a specified foreign language, or from the specified foreign language
into English. Live translating services and sign language services will also be a part of
the Agreement. The Contractor's translation service shall include the following:
1.1 Contractor shall provide the cost of translating into each language, if different,
as well as the cost to edit translated documents. Contractor shall specify if the
cost is per translated word or by time increments.
1.2 Contractor shall provide turnaround times on translating documents based on
language and size of document. Contractor shall provide rush translation cost
for same-day and next- day turnaround time.
1.3 Contractor shall provide the cost of live translations by the hour and the
day. Live translating may require walking from door-to-door in
neighborhoods and standing for meetings.
1.4 Contractor shall be licensed by the State of Texas to perform oral
interpretation and written translation of documents for all City departments.
Master Level Certification is required for court interpretation. Contractor
shall provide proof of certification with proposal.
1.5 Contactor shall provide services to the following City Departments andlocations:
1.5.1 The Municipal Courts Department will require up to 40 hours per
week,for two (2) court locations:
1.5.1.1 Fort Worth Municipal Court-1000 Throckmorton Street,
Fort Worth, Texas 76102; Business Hours: Sam-5pm
Monday-Friday.
1.5.1.2 Jail Arraignment-350 West Belknap Street, Fort Worth,
Texas 76102. Business Hours: 24 hours per day, 7 days per
week.
1.5.2 The Code Compliance Department will require services at the
following location:
1.5.2.1 The Building Standard Commission Hearings located at
City Hall, 200 Texas Street,Fort Worth Texas 76102.
Meetings usually take place, the fourth Monday of every
month from 9:30AM to 6:OOPM.
1.5.2.1.1 These meetings may also be held virtually.
1.5.3 The City Secretary Department will require services at the
following locations:
1.5.3.1 City Hall, Third Floor, CSCO Offices, 200 Texas Street, Fort
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v.1.3(August 27,2021)
Worth Texas 76102. Meetings may takes place, Monday-
Friday, 8AM-5PM.
1.5.3.2 Via Email for translation of Election documents.
1.5.4 The Communication & Public Engagement Department will
require up to 40 hours per week at two (2) locations:
1.5.4.1 Fort Worth Communication & Public Engagement— City
Hall, 200 Texas St, Fort Worth, Texas 76102; Business
Hours: 8am-5pm Monday-Friday.
1.5.4.2 Community Engagement —818 Missouri Ave,Fort
Worth, Texas 76104. Business Hours: 8am-5pm
Monday-Friday.
1.5.5 The Police Department will require services at various locations
determined at the time the service is requested. Business hours 24 hours
per day, 7 days per week.
1.6 Contractor shall provide services for all other City Departments upon the direct
request of the City Department and their location. Departments shall issue a
purchase order when requesting services.
1.7 Contractor shall provide the primary need for Spanish/English translations with
other language translation capability available.
1.8 Contractor shall provide sign language translation for the hearing impaired, and
braille publishing for the blind.
1.9 Contractor shall provide pick-up and delivery of materials and have email
capabilities.
1.10 Translated copies shall be returned via secure email and/or Flash Drive in
Microsoft Word. All electronic files must be printable. If transferring and
transcribing audio videotapes is requested, necessary tapes will be included with
the request. All original documents must be returned to the City with the
translated job.
1.11 If live translation is requested, it will be to accompany a City employee to interpret
during a meeting or a neighborhood canvas.
1.12 Translation of material from English or to English from one of the following
languages:
1.12.1 Cambodian;
1.12.2 English;
1.12.3 French;
1.12.4 German;
1.12.5 Hungarian;
1.12.6 Indonesian;
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v.1.3(August 27,2021)
1.12.7 Italian;
1.12.8 Japanese;
1.12.9 Korean;
1.12.10 Laotian;
1.12.11 Russian;
1.12.12 Spanish;
1.12.13 Vietnamese;
1.12.14 Additional Languages
1.13 Translation or editing of material provided by the City including, but not
limited to, the following forms of publications:
1.13.1 Brochures;
1.13.2 Flyers;
1.13.3 Polictes/Procedures;
1.13.4 Signs;
1.13.5 Applications;
1.13.6 Advertising;
1.13.7 Newsletters;
1.13.8 Articles;
1.13.9 Announcements;
1.13.10 Permits;
1.13.11 Certificates;
1.13.12 Manuals;
1.13.13 Door Hangers;
1.13.14 Reports;
1.13.15 Invitations;
1.13.16 Forms;
1.13.17 Annual Reports;
1.13.18 City Codes/Legal Notices.
1.14 Translation or editing of material that may include one or more of the following
types:
1.14.1 Financial;
1.14.2 Legal;
1.14.3 Medical;
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1.14.4 Technical.
1.15 Timely and readable translation of material is essential. Diacritical marks used in all
languages must be included in final translations. Spelling and punctuation must be
accurate. Documents must be upper and lower case,unless otherwise specified. All
fonts for languages not based on the English alphabet must be included with
translations.
1.16 Estimated workload per year:
1.16.1 100 printed flyers/announcements with less than 100 words;
1.16.2 50 printed brochures with approximately 1,000 words;
1.16.3 100 typed reports from 5,000 to 10,000 words.
1.16.4 For live translation: 40 hours a week at the Public Safety Building for
one to two (1-2) Spanish interpreters. Additional Spanish and other
language interpreters average eight (8) hours per week.
1.17 Turnaround Time
1.17.1 Non-emergency request for live interpreting for trials and hearings will
be sent to the Contractor no later than five (5) business days after
notification of service. Contractor shall send confirmation of licensed
interpreter assigned within 72 hours of the request.
1.17.2 Emergency requests shall be less than five (5) business days of
requested date and require a same day telephone/email response.
All requests for written translation shall have a 48 hour turnaround for non- emergencies and
same day for emergency requests.
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EXHIBIT B
PAYMENT SCHEDULE
Scheduled
Reg. Non- Minimum Cancellation
Busmses Business Emergency Minimum(Per Cancellation Fee(Per
Item# Item Description UOM Hrs Rate Rate Rate Admin Fee Interpreter) Notice Interpreter)
2 hrs.X
Interpreter
1 Translation Services,In Person,Community,Spanish HR $ 47.96 $ 65.95 $ 84.79 2 hrs 24 hrs. rate
2 hrs.X
Translation Services,In-Person,Community,Other Core Interpreter
2 Languages HR 1 $ 55.16 $ 75.84 $ 97.51 2 hrs 24 hrs. rate
2 hrs.X
Translation Services,In-Person,Community,Mayan& Interpreter
3 Indigenous Languages HR $ 157.50 $216.56 $ 278.43 2 hrs 24 hrs. rate
Translation Services, In-Person,Community,Deaf&
4 Hard of Hearing-American Sign Language HR $ 68.29 $ 88.78 $ 102.09 1-5 hrs. 24 hrs.
Translation Services, In-Person,Community,Deaf&
5 Hard of Hearing-Specialty HR $ 78.53 $102.09 $ 117.41 1.5 hrs. 24 hrs.
2 hrs.X
Translation Services,In-Person,Legal/Court Master, Interpreter
6 Spanish&Core Spoken Languages HR 1 $ 119.87 $164.821 $ 211.91 2 hrs. 24 hrs. rate
Translation Services, In-Person,Legal/Court Master,
7 Deaf&Hard of Hearing-American Sign Language HR $ 97.72 $134.37 $ 172.76 1-5 hrs. 24 hrs.
Translation Services, In-Person,Legal/Court Master,
8 Deaf&Hard of Hearing-Specialty HR $ 112.38 $154.53 $ 198.68 L5 hrs. 24 hrs.
1 hr.X
Interpreter
9 Translation Services,Virtual,Community,Spanish HR I $ 47.96 $ 65.95 $ 84.79 1 hr. 24 hrs. rate
1 hr.X
Translation Services,Virtual,Community,Other Core Interpreter
10 Languages HR $ 55.16 $ 75.84 $ 97.51 1 hr. 24 hrs. rate
1 hr.X
Translation Services,Virtual,Community,Mayan& Interpreter
11 Indigenous Languages HR $ 165.00 $226.88 $ 291.69 1 hr. 24 hrs. rate
1 hr.X
Translation Services,Virtual,Community,Deaf&Hard Interpreter
12 lof Hearing-American Sign Language HR $ 68.29 $ 88.78 $ 102.09 0.5 hr. 24 hrs. rate
1 hr.X
Translation Services,Virtual,Community,Deaf&Hard Interpreter
13 of Hearing-Specialty HR $ 78.53 $102.09 $ 117.41 0.5 hr. 24 hrs. rate
2 hrs.X
Translation Services,Virtual,Legal/Court Master, Interpreter
14 Spanish&Core Spoken Languages HR $ 119.87 $164.82 S 21L91 2 hrs. 24 hrs. rate
1 hr.X
Translation Services,Virtual,Legal/Court Master,Deaf Interpreter
15&Hard of Hearing-American Sign Language HR $ 97.72 1 $ 34.37 $ 172.76 O.5 hr. 24 hrs. rate
1 hr.X
Translation Services,Virtual,Legal/Court Master,Deaf Interpreter
16&Hard of Hearing-Specialty HR $ 112.38 1 $154.53 $ 198.68 0.5 hr. 24 hrs. rate
ADDITIONAL TERMS OF SERVICE:
Billing Increments:
Each assignment is billed based on the actual number of hours interpreted in excess of a defined minimum.Services performed beyond the defined minimum are
billed in 15-minute increments thereafter.The rate per hour applied to the assignment is based on the start time of the assignment.
Parking and Mileage
Parking is billed at cost(where applicable).
Mileage is billed at the current state rate for assignments greater than 30-miles one-way(60-miles round trip)from the interpreter's starting point.
Additional Expenses:
Any other additional expenses require pre-approval by Client.
Request Extensions:
•As a courtesy,MasterWord allows same day extensions,under a current Service Order,so long as the current assigned interpreter is available,and the requested
extension does not exceed two(2)additional consecutive hours.
•If the current assigned interpreter is unavailable for the requested time extension or the extension exceeds two(2)hours,a new Service Order will be submitted
based on the applicable emergency rates.
Cancellation:
Cancellation fee applies to services cancelled by Client with less than the minimum cancellation notice,per interpreter per Service Order.
Number of Interpreters:
For any interpreting assignment lasting two(2)or more consecutive hours,a minimum of two(2)interpreters may be required per language pair depending on the
nature and complexity of the assignment.
Availability of Interpreters:
Licensed Court Interpreters(LCIs)are available in certain languages only
(https://jbcctexas.bccourts.gw/Protected/LIC/LicenseeSearch.aspx?Program=LCI&PubliSearch=y&returnURL�/Login.aspx?n=2#noback).Availability of interpreters,
whether LCI or Legal Experienced,for any legal/court IPI services is based on location and advance notice.
Services Outside of Service Area:
Rates and terms for services outside of the defined service area can be quoted upon request.
`List of Core Spoken Languages:
Please visit https://www.masterword.com/core4anguages/to view the list of Core Spoken Languages.
Other Languages:Services for other languages not listed as Core Languages can be quoted upon request and will typically require at least a 48-hour notice.
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Translation Services
Option 1:Translation and
quality assurance performed Option 2:Translation only
Translation of leveraged content by qualified language performed by qualified
for Options 1&2 professionals language professionals
Cost Per Exact
Match& Cost Per
Language Tiers Repetition Fuzzy Match Cost Per Unique Word Cost Per Unique Word
Category 1
Spanish(Latin American locale)<->English $0.05 $0.08 $0.10 $0.125
Category 2
Major European Languages(ex:Albanian,
Bulgarian,Croatian,Czech,French,German,
Italian,Slovak,Portuguese European,Polish,
Russian,Romanian,etc.),Greek and Portuguese
Brazilian<->English $0.06 $0.11 $0.14 $0.175
Category 3
Major Nordic and Finno-Ugrik Languages(ex:
Danish,Dutch,Finnish,Hungarian,Norwegian,
Swedish,etc.);<->English $0.08 $0.14 $0.16 $0.24
Category 4
Hebrew;Arabic;Farsi;Major Turkic Languages(ex:
Turkish,Azeri,Uzbek,etc.);Major Asian
Languages(Double Byte)(ex:Chinese,Korean,
Japanese);Major Indian Languages and South East
Asian Languages(ex:Bengali,Cambodian,Hindi,
Tagalog,Thai,Vietnamese,Urdu,etc.);Major
African Languages(ex:Igbo,Afrikaans,etc.)<-
>English $0.08 $0.14 $0.17 $0.225
Category 5
Languages of Limited Diffusion(ex:Examples:
Maay,Dinka,Kayah,K'iche',Blackfoot,etc.)<-
>English Quoted upon request
Other Translation Related Services
Linguistic Desktop Publishing/Formatting/File Minimum Charge
Language Tiers (Per Hour) Preparation (Per Request)
Category 1
Spanish(Latin American locale)<->English $50.00 $35.00 $50.00
Category 2
Major European Languages(ex:Albanian,
Bulgarian,Croatian,Czech,French,German,
Italian,Slovak,Portuguese European,Polish,
Russian,Romanian,etc.),Greek and Portuguese
Brazilian<->English $65.00 $35.00 $65.00
Category 3
Major Nordic and Finno-Ugrik Languages(ex:
Danish,Dutch,Finnish,Hungarian,Norwegian,
Swedish,etc.);<->English $75.00 $35.00 $75.00
Category 4
Hebrew;Arabic;Farsi;Major Turkic Languages(ex:
Turkish,Azeri,Uzbek,etc.);Major Asian
Languages(Double Byte)(ex:Chinese,Korean,
Japanese);Major Indian Languages and South East
Asian Languages(ex:Bengali,Cambodian,Hindi,
Tagalog,Thai,Vietnamese,Urdu,etc.);Major
African Languages(ex:Igbo,Afrikaans,etc.)<-
>English $75.00 1 $45.00 1 $75.00
Category 5
Languages of Limited Diffusion(ex:Examples:
Maay,Dinka,Kayah,K'iche',Blackfoot,etc.)<-
>English Quoted upon request
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v.1.3(August 27,2021)
iffMasterWord CR/ PRICING PROPOSAL
DOCUMENT TRANSLATION & RELATED SERVICES
Please note:
The above rate per word includes:
Option 1: Translation, editing and proofreading performed by qualified linguists.
Option 2: Translation only by qualified linguists.
• Unique words constitute new content that has not been previously translated using Translation Memory tools,and
thus requires translation"from scratch".
• The word count may differ from language to language. You will be billed based on the number of words in the
original source document/file(source language)for all languages, except Asian languages, where the word count
will be based on the number of words in the English documents/files(regardless source or target),or except for
documents submitted for translation in hard copy or uneditable PDF format(where counting in source has to be
manual)-the word count will be based on the word count in the final translated documents(target language).
• Translation in AutoCAD format will be quoted on an hourly basis; the number of hours will be based on the
drawing size and crowdedness.
• Linguistic hour is applicable for various separate activities, such as editing, proofreading, incorporation of
changes/revision, line editing, linguistic assets development and/or management, testing and other linguistic
activities that will be quoted based on required scope of work. ® t 1
• Desktop Publishing/Formatting will be quoted and billed on a case-by-case basis depending on the formatting/
Desktop Publishing requirements for the document sent for translation (example: source files are created in
InDesign and translation is requested to be submitted in InDesign as well etc.). File preparation will be quoted and
billed when necessary to prepare source document for translation processing (i.e., hardcopy documents,
uneditable images, etc.).
• Translation of marketing materials is charged at 1.2 coefficient of Option 2 rates.
• Minimum charges apply when jobs do not meet the minimum threshold.
• Rates for other translation and localization related services(e.g.,transcription, subtitling,voice over,transcreation,
subject matter expert(SME) recruitment&review, localization&video engineering, customized website connector
development, accessibility services(including braille&remediation, etc.)are available and can be quoted upon
request.
Cancelation Policy:
If the CLIENT cancels the request after having approved it,the portion of the work completed at the time of
cancelation will be billed based on percentage of work completed at the time cancellation is acknowledged.
Additional Fees may apply:
•A Project Management fee of 10%of the total cost of the project will apply to complex/large projects and other
projects requiring extensive administrative and project management time.
• 50% Rush Fees may apply if CLIENT requests a translation to be performed on a rush basis, for instance at night,
during a weekend or a public holiday. All Rush Fees have to be preapproved by CLIENT in writing in advance.
Vendor Services Agreement Page 17 of 17
v.1.3(August 27,2021)
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORT11
Create New From This M&C
DATE: 3/29/2022 REFERENCE**M&C 22- LOG NAME: 13P22-0042 TRANSLATION
NO.: 0205 SERVICES MC MUNCO
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL)Authorize Execution of a Purchase Agreement with Masterword Services, Inc. for
Translation Services for an Annual Amount Up to $356,374.00 for City Departments and
Authorize Four One-Year Renewal Options for the Same Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize execution of a purchase agreement with
MasterWord Services, Inc. for translation services for an annual amount up to $356,374.00 for City
Departments and authorize four one-year renewal options for the same annual amount.
DISCUSSION:
The Development Services, Community and Public Engagement, City Secretary, Code Compliance,
Police and Municipal Courts departments approached the Purchasing Division to procure an
agreement for translation services. During the course of this agreement, other departments may
request translation services, therefore, this agreement should also allow for those purchases. The
agreement will be utilized to provide live translation services and editing of publications from English to
specified foreign languages and from a specified foreign language into English. Languages to be
translated include Cambodian, English, French, German, Hungarian, Indonesian, Italian, Japanese,
Korean, Laotian, Russian, Spanish, Vietnamese and other languages for various City departments.
Translation and editing materials provided by the City under this contract include brochures, flyers,
policies/procedures, signs, applications, advertisements and newsletters, articles, announcements,
permits, certificates, manuals, door hangers, reports, invitations, forms, annual reports and City
codes/Legal notices. Services include translation or editing of material of financial, legal, medical and
technical nature.
In order to procure these services, staff issued a Request for Proposal (RFP). RFP No. 22-0042
consisted of detailed specifications regarding the requirements for translation services. The RFP was
advertised in the Fort Worth Star-Telegram on January 13, 2022, January 19, 2022, January 26, 2022,
February 2, 2022, February 9, 2022 and February 16, 2022. The Purchasing Division received nine (9)
responses.
Staff evaluated each bid response by using Best Value criteria, which included firm's qualifications,
education and certifications, firm's reputation and references, firm's turnaround time and price. After
evaluation, the panel concluded that MasterWord Services, Inc. presented the best value to the City
and therefore recommends awarding the translation services agreement to MasterWord Services, Inc.
No guarantee was made that a specific amount of these services will be purchased.
BUSINESS EQUITY: MASTERWORD SERVICES, INC. Is in compliance with the City's Business
Equity Ordinance by committing to 100.00\% Business Equity participation on this project. The City's
Business Equity goal on this project is 25\%. Additionally, MASTERWORD SERVICES, INC. is a
certified WBE firm.
FUNDING: Funding is budgeted in the Other Contractual and Consultant and Other Professional
Services accounts in each of the department's General funds. Business Unit 38 Municipal Court
Department has $45,149.76 remaining for Fiscal Year 2022.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire one year from that date.
RENEWAL OPTIONS - The agreement may be renewed for four(4) additional one-year renewal
periods. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
appropriated, in the participating departments' Operating Funds to support the approval of the above
recommendation and award of the contract. Prior to any expenditure being incurred, the participating
departments have the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID I I Year Chartfield 2
Submitted for City Manager's Office by_ Reginald Zeno (8517)
Valerie Washington (6192)
Originating Department Head: Anthony Rousseau (8338)
—g g—P William Rumuly (6736)
Additional Information Contact: Cynthia Garcia (8525)
Maria Canoura (2526)
ATTACHMENTS
13P22-0042 TRANSLATION BU06-DEVELOPMENT SERVICES-FID TABLE.xlsx (CFW Internal)
13P22-0042 TRANSLATION BU07-COMM. & PUBLIC ENG.-FID TABLE.xlsx (CFW Internal)
13P22-0042 TRANSLATION BU35.xlsx (CFW Internal)
13P22-0042 TRANSLATION SERVICES MC MUNCO.docx (CFW Internal)
BU11-CITY SECREATRY-FID Table.xlsx (CFW Internal)
BU23-CODE COMPLIANCE-FID TABLE.xlsx (CFW Internal)
BU38-MUNICIPAL COURT-FID TABLE.xlsx (CFW Internal)
Form 1295- Masterword.com.pdf (CFW Internal)
MasterwordServices 22-0042 CompMemo 3.10.22 GV.pdf (CFW Internal)
SAMs Report- Masterword.pdf (CFW Internal)