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Contract 60116
DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 CSC No. 60116 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Language Line Services, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Language Line Services Price List; 3. Exhibit B — Cooperative Agency Contract (Omnia Partners # R210605); and 4. Exhibit C — Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on December 31, 2024. The City shall be able to renew this agreement for one (1) additional one-year renewal options by written agreement of the parties. Vendor agrees that City shall, 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 shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall 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: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 To CITY: City of Fort Worth Attn: Fernando Costa Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: Language Line Services, Inc. Bonaventura A. Cavaliere, Chief Financial Officer 1 lower Ragsdale Drive, Building 2 Monterey, CA 93940 Facsimile: 800-752-6096 With copy to Fort Worth City Attorney's Office at same address Email:cavaliere-cfo@langaugeline.com The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Name: Fernando Costa Title: Assistant City Manager Date: Sep 18, 2023 APPROVAL RECOMMENDED: RobeAllp 14, 202314:55 CDT) By: Name: Robert A. Alldredge Jr Title: Police Assistant Chief poovvanb ATTEST: a4F FORT n�a p� po °° PVo 12, By: Name: Jannette Goodall Title: City Secretary LT WM1111-9 Language g' Yjws, hic. By. I s�o mcaoar�4eses.. Name: �onaventura A. Cavaliere, Title: Chief Financial Officer Date: August 31, 2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Kelly Cleveland Kelly Cleveland (Sep 14, 2023 10:23 CDT) By: Name: Kelly Cleveland Title: Sr Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: uJ By: Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 Exhitbit A Exhibit A - Language Line Services Price List; Listed below are Language Line's fees for all products and services requested within this solicitation. Over -the -Phone Fees All other languages $0.69/minute Video Remote Fees Spanish $1.50/minute All Other Languages $1.85/minute In -Person Interpretation Fees Standard Hourly Rate $75.00 $90.00 $100.00 Non -Standard Hourly Rate $112.50 $135.00 $150.00 Emergency/Holiday Hourly Rate $150.00 $180.00 $200.00 1. STANDARD HOURLY RATE. 8:00 a.m. - 5:00 p.m. local time Monday through Friday with more than one full business days' notice. 2. NON-STANDARD HOURLY RATE. Before 8:00 a.m. or after 5:00 p.m. local time Monday through Friday, Saturday/Sunday or assignments with less than one full business days' notice. 3. EMERGENCY/HOLIDAY RATE. Assignments with less than one hour's notice or assignments on federally recognized holidays. Emergency service not available in all areas. 4. CANCELATION. Assignments canceled with less than one full business days' notice will be charged at the applicable rate for the greater of the Minimum Appointment Time or reserved time for the assignment. 5. MINIMUM APPOINTMENT TIME. Two Hours. Time beyond Minimum Appointment Time will be billed in 15-minute increments. © 2021 LanguageLine Solutions •Proprietary and Confidential • www.LanguageLine.com Page 2 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 6. BILLING. Billing will be for the greater of time reserved or actual time, subject to the minimum. 7. MILEAGE REIMBURSEMENT. Mileage reimbursement charged at prevailing IRS rate, currently $0.655 per mile. If the one-way travel exceeds 60 miles, travel time may be charged at the applicable hourly rate *In -person availability subject to available local resources. Not available in all areas. Translation Fees 2 Arabic, Chinese, Portuguese (Brazil), Russian, Vietnamese $0.18/word Bengali, Czech, Farsi, French, German, Hindi, Hungarian, Italian, 3 Korean, Malay, Polish, Portuguese (Portugal), Tagalog, Thai, $0.22/word Urdu Albanian, Bulgarian, Estonian, Haitian Creole, Japanese, Khmer, 4 Lao, Latvian, Lithuanian, Nepali, Slovak, Slovenian, Somali, $0.26/word Turkish All other languages $0.29/word Note: Translation fees include Translation and Editing, and are based upon the English word count ADDITIONAL PRICING COMPONENTS Minimum charge per document translation order (Spanish)....................................................... $75.00 Minimum charge per document translation order (all other languages)......................................$99.00 Proofreading (third linguistic step when required).............................................................. $60.00/hour Basic layout/Formatting/Desktop Publishing.......................................................................$45.00/hour Localization Engineering Services........................................................................................ $55.00/hour In -Language recordings.................................................................................................. individual quote Transcription/Translation of audio or video files........................................................... individual quote Project Management . .......................................... 10% of overall project cost (0.5 hr. min. @$55/hour) Rush Fees ............................... 0% rush charge applies when an expedited delivery date is requested Unless indicated otherwise, a one -hour minimum will apply to hourly services DELIVERY GUIDELINES: Because the actual number of English words is not known until the source document has been translated, turn -around commitments are based on the estimated number of English words that will be delivered, as determined in LanguageLine's best judgment before commencing work. Additional services could add extra days to a project timeline. © 2021 LanguageLine Solutions •Proprietary and Confidential • www.LanguageLine.com Page 3 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 Less than 1,500 words..............................................................................................1 to 3 business days 1,501 to 4,000 words...............................................................................................4 to 6 business days 4,001 to 7,500 words............................................................................................... 6 to 8 business days Greater than 7,501 words.............................................................................................. individual quote OTHER NOTES: Business hours are Monday— Friday, 8 a.m. to 5 p.m. (Pacific Time) Requests received on weekends and holidays will be processed on the next business day. Holidays are New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve, and Christmas Day. Translation requests can be submitted to translation@languageline.com Testing and Training Fees Language Proficiency Test (LPT) $165 $155 $145 $135 Specialty LPT $200 $200 $200 $200 el-anguage Proficiency Test (eLPT) $150 $140 $130 $115 Specialty eLPT $185 $185 $185 $185 Bilingual Fluency Assessment (BFA) $145 $135 $120 $115 Specialty BFA $175 $175 $175 $175 eBilingual Fluency Assessment (eBFA) $135 $120 $110 $105 Specialty eBFA $155 $155 $155 $155 Bilingual Fluency Assessment for Clinicians (BFAC) $160 $150 $140 $135 Specialty BFAC $190 $190 $190 $190 eBilingual Fluency Assessment for Clinicians(eBFAC) $145 $135 $120 $115 Specialty eBFAC $175 $175 $175 $175 Interpreter Readiness Assessment (IRA) $155 $145 $135 $125 elnterpreter Readiness Assessment(eIRA) $140 $125 $115 $110 Interpreter Skills Test (IST) $200 $185 $165 $150 Specialty IST $225 $225 $225 $225 elnterpreter Skills Test (elST) $185 $165 $150 $135 Specialty eIST $200 $200 $200 $200 Medical Certification Test (MCT) $220 $210 $195 $185 Court Certification Test (CCT) $220 $210 $195 $185 © 2021 LanguageLine Solutions *Proprietary and Confidential • www.LanguageLine.com Page 4 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 NOTES *Prices are in U.S. dollars per individual test and are subject to change. eTests will be billed when the test link is delivered to the client. To reschedule or cancel, please e-mail LLA(EDLanguaizeLine.com . Written cancellations or reschedules of live tests made with no less than three business days advance notice before the test date will be credited in full. Cancellations or reschedules of live tests made less than three business days before the test date will be credited at 50%. Cancellations or reschedules of live tests made one business day or less before the test date will be charged full price. Group discounts are applied once the minimum number of tests have been completed within the calendar year. Fundamentals of Interpreting Web $445 $400 $285 Advanced Medical Training (AMT) Web $575 $520 $500 Module 1- Medical Interpreter Training: Professional Skills and Phone or ** $390 $290 Ethics Onsite Module 1- Medical Interpreter Training: Professional Skills and Web $230 $230 $175 Module 2— Medical Interpreting Training: Working in the Phone or $520 $400 Healthcare System Onsite Module 2 — Medical Interpreting Training: Working in the Web $290 $290 $230 Healthcare System Module 3 — Medical Interpreter Training: Terminology and Phone or ** $520 $400 Advanced Skills Onsite Module 3 — Medical Interpreter Training: Terminology and Web $290 $290 $230 Combined Modules — Intensive Advance Medical Interpreter Phone or *** $805 $635 Training Onsite Combined Modules —Intensive Advanced Medical Interpreter Web $460 $460 $345 Training NOTES *Prices are in U.S. dollars per individual training course and are subject to change. ** Via phone or onsite, requires a minimum of 5 participants to conduct the training. A training manual may be purchased for an additional $69 with the advanced Medical Interpreter Training. A training manual with in -language glossary may be purchased for an additional $99 with the advanced Medical Interpreter Training. Please indicate if you wish to purchase the training manual and/or in -language glossary. Interpreter association members qualify for group discounts upon submission of a copy of their membership card to LLA@LanguageLine.com. Training courses can be rescheduled or cancelled only by the person who submitted the original Training Registration Form. To reschedule or cancel, e-mail LLA@LanguageLine.com. Written cancellation of onsite courses made no less than 10-business days prior to the course start date will be fully credited. Written cancellation of the web training courses made no less than three business days prior to the Learning Management System registration will be credited in full. Group discounts are based on the actual number of participants. @ 2021 Languagel-ine Solutions *Proprietary and Confidential • www.LanguageLine.com Page 5 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 Value -Added Solution: LanguageLine Direct Response Pricing ENROLLMENT FEES Include: — Dedicated Toll -Free Line Initial Setup Fee and Monthly Maintenance Fee — Custom In -Language Greetings and Prompts Greetings and prompts are recorded by a native speaker at the LanguageLine office One-time setup fee per language recordings.......................................................................................... $650 One-time setup fees per each toll -free line............................................................................................ $150 Incremental Rate per Minute................................................................................................................ $0.25 Value -Added Solution: LanguageLine Clarity Pricing LanguageLine Solutions pricing for Clarity is based on ESC's participating agencies scope of work and project needs. Pricing depends on the size and scope of each project and the services required to complete it. Once the project has been identified and scope defined, LanguageLine will be able to provide pricing. Payment Methods LanguageLine's payment terms are Net30, and services are billed monthly, with invoices being released on or around the 5th of each month for the preceding month. Customers may pay our services via ACH, check, or credit card with no additional fees for those payment methods. LanguageLine accepts all major credit cards including American Express. There are no associated fees included with this form of payment. Future Products Your dedicated Account Executive, Kelly Mistry, will work with ESC regarding any future products. Contract Pricing Customers can verify contract pricing in their monthly invoice. Pricing Structure Updates LanguageLine will honor the pricing agreed upon during the lifetime of the contract. © 2021 LanguageLine Solutions •Proprietary and Confidential • www.LanguageLine.com Page 6 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 LanguageLine Audio Equipment Pricing Standard rates at the time of purchase will apply. Upon depletion of current equipment models and release of new equipment models, updated pricing (if applicable) will automatically apply. Details will be available from your Account Executive. Language Line' ISolution Analog Phone ■ One -touch access to quality interpreters through pre-programmed buttons and eliminates the need to pass a handset back and forth 0 Individual handset volume control and speaker capability with volume control Non-volatile permanent dial out memory ■ Step-by-step access instructions ■ Easy to clean surfaces ■ Ideal device in stationary situations, like front desks, reception desks, offices, or retail counters Language Line' ISolution IP Phone Includes everything that the 1Solution Analog Phone has, plus: ■ 3.5mm headset jack ■ Both LAN (Local Area Network) and WAN (Wide Area Network) ports ■ Power Over Ethernet (POE): telephone works without AC power ■ Session Initiation Protocol (SIP). SIP as a general protocol is considered to be the analog equivalent in the Voice -over -Internet -Protocol (VoIP) world ■ Compatibility with virtually any IP PBX that allows SIP connections ■ Certifications by Avaya and Cisco and pending Mitel Certification Panasonic Cordless Phone with Dual Handsets ■ The DECT 6.0 GHz analog phone provides more mobile access to quality interpreters and eliminates the need to pass a handset back and forth ■ Pre-programmed with your assigned toll -free ll number ■ Speaker capability and volume control ■ Labeled with step-by-step access instructions ■ Use when portability is necessary or where no phone jacks are available Purchase Price: $60.00/unit or Lease Price: $4.50/unit/month Purchase Price: $150.00/unit or Lease Price: $12.50/unit/month Purchase Price: $60.00/unit or Lease Price: $10.50/unit/month © 2021 Languagel-ine Solutions • 03.22.21 • CONFIDENTIAL INFORMATION DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 Digital Adapter ■ Convert a digital line into an analog line to connect either the 1SOLUTION Dual Handset Phone or the Panasonic Cordless Phone ■ Recommended for dual handset phones that will stay connected to the same jack ■ Compatible with Avaya, AT& T, Lucent, Nortel, Norstar, Rolm, and Meridian digital phone systems Panasonic® Headset ■ Connect to the cordless phone so users can be "hands -free" if needed ■ Compatible with 2.5mm headset jack ■ Microphone position adjustable ■ Volume control on cord ■ Reversible LanguageLine® Handset with Splitter ■ Convert your existing desktop phone into a dual handset phone ■ Handsets are labeled with step-by-step access instructions ■ The handset works with single or multi -line phones (including most IP phones) ■ Use at reception desks, front desks, retail counters, or offices Handset Splitter (Handset Not Included) ■ Allows the use of two handsets on one phone ■ Plug directly into phone (not handset) ■ Not compatible with wall jacks Wall Splitter ■ Split an analog jack from the wall so two analog phones can share the same line. ■ This product is not compatible with handset jacks. Purchase Price: $175.00 Lease Price: $6.50/unit/month (Digital Adapter lease option only available when ordered with leased Cordless or 1Solution Analog Phones) Purchase Price: $25.00 Purchase Price: $10.00/unit Purchase Price: $6.00/unit for up to 40 units $5.25/unit for 41+ units Purchase Price: $6.00/unit for up to 40 units $5.25/unit for 41+ units © 2021 LanguageLine Solutions • 03.22.21 • CONFIDENTIAL INFORMATION DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 n Video Equipment and Accessories iPad® 611 Generation w th Wi-Fi (32GB) + Screen Protector ..................... $425 9.7 inch LED -backlit multi -touch retina display with IPS technology - 2048 x 1536 resolution at 264 pixels per inch - Fingerprint -resistant oleophobic coating 8-megapixel camera Two built-in stereo speakers Up to 10 hours of battery life iPad Pro® with Wi-Fi (128GB) + Screen Protector .................................. $1,250 ---- 12.9 inch LED -backlit multi -touch liquid retina display with IPS technology 2732 x 2048 resolution at 264 pixels per inch • Fingerprint -resistant oleophobic coating M 12-megapixel and 10-megapixel cameras Four built-in stereo speakers and five built-in microphones Up to 10 hours of battery life �® Interpreter on Wheels® with LanguageLine TrueSoundTm...........................................$995 An all-inclusive, ready to assemble stand with a secure audio amplification enclosure and tilting head. _._ Patented TrueSound audio amplification enclosure nearly doubles the volume for an enhanced audio experience Sturdy rolling cart with handle, lockable casters and medical grade power cord Adjustable height and tilting head forADA compliance NOTE: iPad NOT included IBM Table Top Stand with LanguageLine TrueSound...................................... $275 M Secures iPad 51h Generation, 61h Generation, Air, Air 2, Pro 9.7 inch Patented TrueSound audio amplification enclosure nearly doubles the volume for an enhanced audio experience Full reverse screen tilt and 900 screen rotation for versatile viewing 10-gauge steel construction Durable and secure NOTE: iPad NOT included Table Top Stand with 10.2 inch or 12.9 inch Enclosure ............................ $275 Ilk Secures iPad (7th gen) 10.2 inch or iPad Pro 12.9 inch High grade aluminum enclosure Full reverse screen tilt and 901 screen rotation for versatile viewing Quick lock and unlock keyed lock NOTE: iPad and TrueSound technology NOT included Ask about our TrueSound retrofit kit and a 10.2 inch or 12.9 inch enclosure for Interpreter on Wheels. QUESTIONS? Contact your LanguageLine Solutions° Account Executive or Customer Service at 1-800-752-6096. Pricing valid through June 30, 2020 while supplies last. © 2020 LanguageLine Solutions / All rights reserved. / 04.08.20 / www.LanguageLine.com In 13 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 r_ r _ Equipment Warranty Terms Warranty Terms for Equipment Purchased from LanguageLine Solutions° STAND AND ENCLOSURE LIMITED WARRANTY Hardware products ("Products") provided by LanguageLine are warranted to be free from defects in material and workmanship. The warranty shall begin on the date of purchase by the Customer and continue for the period outlined in the table below, based on Interpreter on Wheels® (IOW) stand model: IOW Model Standard Warranty Exceptions Gen 1 1 year N/A Gen 2 1 year 2 years on USB Hub and device charging cables for Gen 2 stands that shipped prior to June 13, 2017 Gen 3 1 year N/A Gen 3A 1 year 3 years on USB Hub and device charging cables Gen 4 1 year 3 years on USB Hub and device charging cables Gen 4A 3 years N/A Gen 4B+ 3 years 5 years on all mechanical items except wheels and charging components EXCEPTIONS — The warranty expressed herein does not apply to the following: • Normal wear and tear of parts. • Products used in applications beyond their normal intended use, application, or rated specifications. • Products damaged by accident, abuse, improper voltage, faulty installations, mechanical failure, vandalism, negligent handling, weather or natural elements, fire, flood, lightning, civil unrest, or any act of God. • Warranty services rendered by any party other than LanguageLine unless so authorized by LanguageLine. • Replacement parts and equipment that have been discontinued or are otherwise unavailable. • Unauthorized product modifications or attempted repairs made by Customer. • Any product that has been tampered with or misused. Subject to the limitations stated herein, and at LanguageLine's sole discretion, LanguageLine will replace or repair defective Products or components thereof at no charge to Customer so long as Customer's account with LanguageLine is current and Customer has returned the Product(s) or component(s) thereof pursuant to a properly issued Return Material Authorization. THIS IS THE SOLE REMEDY PROVIDED BY LANGUAGELINE TO CUSTOMER FOR A BREACH OF THE FOREGOING WARRANTY. Replacement of any Product or any component thereof by LanguageLine under this warranty provision shall not extend, in any way, the length of the original applicable warranty period otherwise provided for herein. LanguageLine reserves the right to replace a defective Product or component thereof with a refurbished Product or component. LanguageLine's warranty herein is non -transferable and shall extend only to the end user customer. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND LANGUAGELINE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES AND REMEDIES. Please contact your LanguageLine Account Executive for warranty replacement/repair instructions. © 2021 Language Line Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • www.LanguageLine.com • CONFIDENTIAL INFORMATION • REV OS.13.21 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 biriquaya Services, Ine. MINI Equipment Warranty Terms Warranty Terms for Equipment Purchased from LanguageLine Solutions° IPAD LIMITED WARRANTY iPads provided by LanguageLine are warranted against manufacturing defects for one (1) year from the date of purchase by the Customer. EXCEPTIONS — Events that are not covered include: • iPad is over one year old. • iPad screen gets broken accidentally. • iPad issues caused by unauthorized use, modifications or attempted repairs by Customer. • iPad has been lost or stolen. • iPad was damaged by accident, abuse, improper voltage, faulty installations, mechanical failure, vandalism, negligent handling, weather or natural elements, fire, flood, lightning, civil unrest, or any act of God. Subject to the limitations stated herein, and at LanguageLine's sole discretion, LanguageLine will replace or repair defective Products or components thereof at no charge to Customer so long as Customer's account with LanguageLine is current and Customer has returned the Product(s) or component(s) thereof pursuant to a properly issued Return Material Authorization. THIS IS THE SOLE REMEDY PROVIDED BY LANGUAGELINE TO CUSTOMER FOR A BREACH OF THE FOREGOING WARRANTY. Replacement of any Product or any component thereof by LanguageLine under this warranty provision shall not extend, in any way, the length of the original applicable warranty period otherwise provided for herein. LanguageLine reserves the right to replace a defective Product or component thereof with a refurbished Product or component. LanguageLine's warranty herein is non -transferable and shall extend only to the end user customer. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND LANGUAGELINE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES AND REMEDIES. Please contact your LanguageLine Account Executive for warranty replacement/repair instructions. © 2021 Language Line Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • www.LanguageLine.com • CONFIDENTIAL INFORMATION • REV OS.13.21 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 Exhibit B Contract # R210605 for Interpretation and Translation Services and Related Solutions with Language Line Services, Inc. Effective: January 1, 2022 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 APPENDIX A CONTRACT This Contract ("Contract") is made as of , 202X by and between Lanauaae Line Services. Inc. ("Contractor") and Region 4 Education Service Center ("Region 4 ESC') for the purchase of Interpretation and Translation Services and Related Solutions("the products and services'). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number R210605 for Interpretation and Translation Services and Related Solutions ("RIFF), to which Contractor provided a response ("Proposal"); and WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with OMNIA Partners. 1) Term of aareement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days' (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 1 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 3) Form of Contract. The form of Contract shall be the RFP, the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror's Best and Final Offer iii. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Aareement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Addinq Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non -Performance or Contractor Deficiencv. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 2 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Deliverv/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. d) Force Maieure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. CONTRACT 3 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Deliverv. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Pavments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adiustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing CONTRACT 4 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third - party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. tional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Reaistered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by CONTRACT 5 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smokina.. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Fundina Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketinq.. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obliqations. It is Contractor's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. CONTRACT 6 DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 QEURAND CONTRACT SIGNATU Eft FOEW The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name _image Line service& Inc. Address 1 Lower Ragsdale Drive, Building 2 City/Sta 8013 M nterev_ CA 239M1 Telephone No. 800-752-6r146 Email Address a lip - .FOQ anguageline.ro-n+ Printed Name Ronaventilra A_Cavalier Title Chi an aL[Jil"ic r Authorized signature Accepted by Region 4 ESC: Contract No. R210605 Initial Contract Term 01/01/2022 to 12/31/2024 W/"' 10/26/2021 Region 4 ESC Authorized Board Member Date Margaret S. Bass Print Name 10/26/2021 Region 4 ESC Authorized Board Member Date Linda F. Tinnerman Print Name DocuSign Envelope ID: EA1ED347-A303-4EF9-8791-8D9FC4461326 Appendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses: S( Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) ❑ Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror's proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or Exception/Proposed Modification Accepted Specification (For Region 4 ESC's use) DocuSign Envelope ID: 9C8F62C9-7126-44CA-90CF-6EOEC986A8B7 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. Language Line Services, Inc. J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? FlYes I--] No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes ® No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). JDocuSignetl by: Q Cauautr-E September 12, 2023 5ig1S`fflW SMendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015