HomeMy WebLinkAboutContract 60219DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05
CSC No. 60219
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 — Seller's Quote, Scope of Services or Price List;
3. Exhibit B — Cooperative Agency Contract DIR-CPO-5221; 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 Ten Thousand Dollars ($10,000). 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 August 16, 2024. The City shall be able to renew this
agreement for fours one-year renewal options by written agreement of the parties, so long as the
underlying cooperative agreement is also renewed.
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: C07B9D6C-F148-4F3E-9621-EEF12B08EF05
To CITY: To VENDOR:
City of Fort Worth Language Line Services, Inc
Attn: Valerie Washington, Assistant City Manager Bonaventure A. Cavaliere
200 Texas Street
Fort Worth, TX 76102-6314 Address:
Facsimile: (817) 392-8654 1 Lower Ragsdale Drive, Building 2
Monterey, CA 93940
With copy to Fort Worth City Attorney's Office at
same address Facsimile: 831-648-7595
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:
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By: Valerie Washington (Oct 5, 2023 14:26 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Oct 5, 2023
APPROVAL RECOMMENDED:
By: William Rumuly (Ocf,;r 2318:20 CDT)
Name: William Rumuly
Title: Municipal Court Services Dir
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Language Line Services, Inc
DocuSigned by:
By: 15bin ad,1nUYa %aa� tWt,
alier
Title: Chief Financial Officer
Date: October 2, 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.
By: Shelley Hollars (Oct 2, 202314:27 CDT)
Name: Shelley Hollars
Title: Administrative Services Mgr
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Docu,r
To include but not limited to:
Over -the -phone interpretation, general proficiency level interpretation for emergency services, customer
service, school, and various government service functions.
Over -the -Phone Interpretation: Spanish 84.75% P/Minute
Over -the -Phone Interpretation: All Other Languages
83.50% P/Minute
Over -the -Phone Interpretation: Medical/Legal Proficiency 82 75% P/Minute
To include but not limited to:
Pre -scheduled consecutive video interpretation; ability to join any virtual platform. Requires 2-hour
minimum, billed in 15 minute increments after 2 hours.
Virtual Interpretation, Pre -scheduled: Spanish (Normal, Holidays or After 52.36% P/Hour
Business Hours) *note same discount different hourly rate
Virtual Interpretation, Pre -scheduled: Spanish (Normal, Holidays or After
44.42% P/Hour
Business Hours) *note same discount different hourly rate
Virtual Interpretation, Pre -scheduled: Spanish (Normal, Holidays or After P/Hour
68.24%
Business Hours) *note same discount different hourly rate
To include but not limited to:
English into Foreign Language Translation / Copy -Editing
SPANISH (LA) Translation/Copy-Editing
45.45%
P/Word
VIETNAMESE Translation/Copy-Editing
42.42%
P/Word
BURMESE Translation/Copy-Editing
28.41%
P/Word
ARABIC Translation/Copy-Editing
65.53%
P/Word
CHINESE (Simplified) Translation/Copy-Editing
65.66%
P/Word
CHINESE (Traditional) Translation/Copy-Editing
65.66%
P/Word
KOREAN Translation/Copy-Editing
47.51%
P/Word
SOMALI Translation/Copy-Editing
49.63%
P/Word
NEPALI Translation/Copy-Editing
52.28%
P/Word
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
SWAHILI Translation/Copy-Editing
44.32%
P/Word
FRENCH Translation/Copy-Editing
45.05%
P/Word
AMHARIC Translation/Copy-Editing
51.06%
P/Word
FARSI Translation/Copy-Editing
38.83%
P/Word
KAREN Translation/Copy-Editing
33.72%
P/Word
LAOTIAN Translation/Copy-Editing
42.91%
P/Word
URDU Translation/Copy-Editing
42.91%
P/Word
RUSSIAN Translation/Copy-Editing
46.03%
P/Word
TAGALOG Translation/Copy-Editing
49.63%
P/Word
HINDI Translation/Copy-Editing
49.63%
P/Word
PORTUGUESE (Brazil) Translation/Copy-Editing
39.55%
P/Word
BENGALI Translation/Copy-Editing
38.83%
P/Word
JAPANESE Translation/Copy-Editing
38.43%
P/Word
ITALIAN Translation/Copy-Editing
42.43%
P/Word
English into Foreign Language Translation / Proofreading
SPANISH (LA) Proofreading
47.62%
P/Hour
VIETNAMESE Proofreading
42.42%
P/Hour
BURMESE Proofreading
28.95%
P/Hour
ARABIC Proofreading
65.79%
P/Hour
CHINESE (Simplified) Proofreading
69.70%
P/Hour
CHINESE (Traditional) Proofreading
69.70%
P/Hour
KOREAN Proofreading
54.55%
P/Hour
SOMALI Proofreading
50.00%
P/Hour
NEPALI Proofreading
52.63%
P/Hour
SWAHILI Proofreading
44.74%
P/Hour
FRENCH Proofreading
45.45%
P/Hour
AMHARIC Proofreading
51.43%
P/Hour
FARSI Proofreading
39.29%
P/Hour
KAREN Proofreading
34.21%
P/Hour
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
LAOTIAN Proofreading
43.33%
P/Hour
URDU Proofreading
43.33%
P/Hour
RUSSIAN Proofreading
46.43%
P/Hour
TAGALOG Proofreading
50.00%
P/Hour
HINDI Proofreading
50.00%
P/Hour
PORTUGUESE (Brazil) Proofreading
40.00%
P/Hour
BENGALI Proofreading
39.29%
P/Hour
JAPANESE Proofreading
38.89%
P/Hour
ITALIAN Proofreading
42.86%
P/Hour
Foreign Language into English Translation/ Copy -Editing
SPANISH (LA) Translation/Copy-Editing
42.31%
P/word
VIETNAMESE Translation/Copy-Editing
31.25%
P/word
BURMESE Translation/Copy-Editing
31.25%
P/word
ARABIC Translation/Copy-Editing
32.00%
P/word
CHINESE (Simplified) Translation/Copy-Editing
29.95%
P/word
CHINESE (Traditional) Translation/Copy-Editing
32.58%
P/word
KOREAN Translation/Copy-Editing
33.33%
P/word
SOMALI Translation/Copy-Editing
31.58%
P/word
NEPALI Translation/Copy-Editing
28.57%
P/word
SWAHILI Translation/Copy-Editing
33.33%
P/word
FRENCH Translation/Copy-Editing
37.50%
P/word
AMHARIC Translation/Copy-Editing
34.62%
P/word
FARSI Translation/Copy-Editing
35.71%
P/word
KAREN Translation/Copy-Editing
36.84%
P/word
LAOTIAN Translation/Copy-Editing
33.33%
P/word
URDU Translation/Copy-Editing
42.22%
P/word
RUSSIAN Translation/Copy-Editing
37.93%
P/word
TAGALOG Translation/Copy-Editing
28.57%
P/word
HINDI Translation/Copy-Editing
28.57%
P/word
PORTUGUESE (Brazil) Translation/Copy-Editing
37.93%
P/word
BENGALI Translation/Copy-Editing
35.71%
P/word
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
JAPANESE Translation/Copy-Editing
37.78%
P/word
ITALIAN Translation/Copy-Editing
35.48%
P/word
Foreign Language into English Translation - Proofreading
SPANISH (LA) Proofreading
42.31%
P/Hour
VIETNAMESE Proofreading
31.25%
P/Hour
BURMESE Proofreading
31.25%
P/Hour
ARABIC Proofreading
32.00%
P/Hour
CHINESE (Simplified) Proofreading
33.33%
P/Hour
CHINESE (Traditional) Proofreading
35.71%
P/Hour
KOREAN Proofreading
33.33%
P/Hour
SOMALI Proofreading
31.58%
P/Hour
NEPALI Proofreading
28.57%
P/Hour
SWAHILI Proofreading
33.33%
P/Hour
FRENCH Proofreading
37.50%
P/Hour
AMHARIC Proofreading
34.62%
P/Hour
FARSI Proofreading
35.71%
P/Hour
KAREN Proofreading
36.84%
P/Hour
LAOTIAN Proofreading
33.33%
P/Hour
URDU Proofreading
42.22%
P/Hour
RUSSIAN Proofreading
37.93%
P/Hour
TAGALOG Proofreading
28.57%
P/Hour
HINDI Proofreading
28.57%
P/Hour
PORTUGUESE (Brazil) Proofreading
37.93%
P/Hour
BENGALI Proofreading
35.71%
P/Hour
JAPANESE Proofreading
37.78%
P/Hour
ITALIAN Proofreading
35.48%
P/Hour
To include but not limited to:
Bilingual Fluency Assessment (BFA) and eBilingual Fluency Assessment
(eBFA) Assesses level of fluency in English and the target language and 0.74% P/Test
definition of terms commonly used in a healthcare context.
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
Interpreter Readiness Assessment (IRA) and elnterpreter Readiness
Assessment (elRA)- Assesses the bilingual candidate's aptitude for
0.74% P/Test
interpreting, based on a brief evaluation of fluency and conversion skills in
a healthcare context.
Interpreter Skills Test (IST) and elnterpreter Skills Test (eIST) - Assesses
interpreting skills and knowledge of medical terminology in a role-play 0.74% P/Test
format for interpreters in healthcare or other industries.*
Medical Certification Test (MCT) - Assesses knowledge of clinical medical
terminology and advanced interpreting skills for trained and experienced 0.74% P/Test
medical interpreters.
Court Certification Test (CCT) - Assesses knowledge of court terminology
and advanced interpreting skills for trained and experienced court 0.74% P/Test
interpreters.
Language Proficiency Test (LPT) and Language eProficiency Test (eLPT) -
Assesses level of fluency in English or another language in a general 0.74% P/Test
context setting.
Bilingual Fluency Assessment for Clinicians (BFAC) and eBilingual Fluency
Assessment for Clinicians (eBFAC) - Assesses level of fluency in English and
0.74% P/Test
the target language in a clinical setting, including definitions of medical
terminology.
e-Specialty Bilingual Fluency Assessment - Available for organizations that
use industry -specific terminology. Developed with our most valuable
clients who are experts in their field, the tests assess the language skills 0.74% P/Test
through industry -related questions, scenarios and commonly used
terminology for the specialty.
e-Medical Language Proficiency Test - Assesses level of fluency in English
or another language in a medical context setting for clinicians or medical 0.74% P/Test
students.
Fundamentals of Interpreting Training - A 6-hour web training course with
a 3-hour instructor led phone session consisting of lesson modules and 0.74% P/Test
role playing exercises to develop interpreting skills.
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
Advanced Medical Interpreter Training (AMT)-A 40-hour web training
course with instructor led sessions by phone consisting of 3 content
0.74% P/Test
modules, role playing exercises, and Q & A to develop interpreting skills
and healthcare -specific terminology.
AMT Training Manual - Only available with AMT training purchase 0.74% P/Test
AMT Training Manual w/ Glossary - Only available with AMT training 0.74% P/Test
To include but not limited to:
Pricing for All Language Pairs
Formatting
42.42% P/hour
Post Formatting Quality Assurance Review
33.33% P/hour
Localization Engineering
33.33% P/hour
Translation Memory Management
38.46% P/hour
File Preparation
38.46% P/hour
Project Management
42.86% P/hour
Transcription
Individual Quote
Audio/Video, In -Language Recordings
Individual Quote
CMS & Website Connectors
Individual Quote
Website Proxy
Individual Quote
Neural Machine Translation
Machine Translation with Post -Editing
Individual Quote
Direct Response Toll -Free Number / Customized toll -free numbers for
P/Toll-Free
Direct Response setup
0.74% Number
Direct Response Standard / Generic messaging and functionality for LEP-
P/Setup
initiated call flows (up to 9 languages)
0.74%
Direct Response Premium / Customized messaging and functionality for
P/Language
LEP-initiated call flows
0.74%
On -Demand Video Interpretation: All Spoken Languages / On -demand live
P/Minute
video interpretation access via the Insight application 69.75%
On -Demand Video Interpretation: American Sign Language / On -demand
P/Minute
live video interpretation access via the Insight application 49.50%
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
Expedited Turnaround Surcharges
Standard turnaround time- Document Translation
<1000 Words translated 1-3 days
1001 - 2500 Words translated 4-6 Days
2,501-7,500 Words translated 6-8 days
>7500 Words translated 8+ Days
Expedited Turnaround Surcharges
Standard turnaround time- Document Translation
<1000 Words translated 1-3 days
1001 - 2500 Words translated 4-6 Days
2,501-7,500 Words translated 6-8 days
>7500 Words translated 8+ Days
Minimum Translation Charges Per Project - Spanish
Minimum translation Charges Per Project - All Other Languages
To include but not limited to:
Apple/iPad, screen protector etc..
50% of Standard Prices for
<7,501 word jobs
25% of Standard Prices for
>7,500 word jobs
49.87% P/Hour
40.45% P/Hour
0.74% Each
Armor Active / LanguageLineO Rolling Cart, Table Top Stands
Each
LanguageLine True Sound 0.74%
7- Phone Interpretation Equipment
To include but not limited to:
Med-Pat-1Solution Dual Handset Phone, IP Phone, Handsets and Handset
0.74% Each
Splitter
Panasonic -Cordless Phone - Dual Handset, Headset, Headset Splitter 0.74% Each
iPad0 8th Generation (10.2 inch) with Wi-Fi (64GB) + Screen Protector 11-20 Units 5.00%
iPad Pro with Wi-Fi (128GB) + Screen Protector.
LanguageLine(m Rolling Cart with LanguageLine TrueSound
Table Top Stand with 10.2 inch LanguageLine TrueSound
Table Top Stand with 12.9 inch Enclosure
11-20 Units 5.00%
11-20 Units 5.00%
11-20 Units 5.00%
11-20 Units 5.00%
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
iPad0 8th Generation (10.2 inch) with Wi-Fi (64GB) + Screen Protector
21 + Units
10.00%
iPad Pro with Wi-Fi (128GB) + Screen Protector.
21+ Units
10.00%
LanguageLine(m Rolling Cart with LanguageLine TrueSound
21+ Units
10.00%
Table Top Stand with 10.2 inch LanguageLine TrueSound
21 + Units
10.00%
Table Top Stand with 12.9 inch Enclosure
21 + Units
10.00%
Bilingual Fluency Assessment (BFA)
50-99 Tests
6.90%
Bilingual Fluency Assessment (BFA)
100-499 Tests
17.30%
Bilingual Fluency Assessment (BFA)
500+ Tests
20.70%
elnterpreter Readiness Assessment (eIRA)
50-99 Tests
10.70%
elnterpreter Readiness Assessment (eIRA)
100-499 Tests
17.90%
elnterpreter Readiness Assessment (eIRA)
500+ Tests
21.40%
Medical Certification Test (MCT)
50-99 Tests
4.60%
Medical Certification Test (MCT)
100-499 Tests
11.40%
Medical Certification Test (MCT)
500+ Tests
16.00%
Court Certification Test (CCT)
50-99 Tests
4.60%
Court Certification Test (CCT)
100-499 Tests
11.40%
Court Certification Test (CCT)
500+ Tests
16.00%
Language Proficiency Test (LPT)
50-99 Tests
6.10%
Language Proficiency Test (LPT)
100-499 Tests
12.10%
Language Proficiency Test (LPT)
500+ Tests
18.20%
Language eProficiency Test (eLPT)
50-99 Tests
6.70%
Language eProficiency Test (eLPT)
100-499 Tests
13.40%
Language eProficiency Test (eLPT)
500+ Tests
23.40%
Bilingual Fluency Assessment for Clinicians (BFAC)
50-99 Tests
6.20%
Bilingual Fluency Assessment for Clinicians (BFAC)
100-499 Tests
12.50%
Bilingual Fluency Assessment for Clinicians (BFAC)
500+ Tests
15.60%
DocuSian Envelone ID: 007B9D60-F148-4F3E-9621-EEF12B08EF05
eBilingual Fluency Assessment for Clinicians (eBFAC)
50-99 Tests
6.90°%
eBilingual Fluency Assessment for Clinicians (eBFAC)
100-499 Tests
17.30%
eBilingual Fluency Assessment for Clinicians (eBFAC)
500+ Tests
20.70%
eBilingual Fluency Assessment (eBFA)
50-99 Tests
11.20%
eBilingual Fluency Assessment (eBFA)
100-499 Tests
18.60%
eBilingual Fluency Assessment (eBFA)
500+ Tests
22.30%
Interpreter Readiness Assessment (IRA)
50-99 Tests
6.50°%
Interpreter Readiness Assessment (IRA)
100-499 Tests
13.00%
Interpreter Readiness Assessment (IRA)
500+ Tests
19.40%
Interpreter Skills Test (IST)
50-99 Tests
7.50%
Interpreter Skills Test (IST)
100-499 Tests
17.50%
Interpreter Skills Test (IST)
500+ Tests
25.00%
elnterpreter Skills Test (eIST)
50-99 Tests
10.80%
elnterpreter Skills Test (eIST)
100-499 Tests
18.90%
elnterpreter Skills Test (eIST)
500+ Tests
27.00%
Fundamentals of Interpreting Training
5-9 Trainings
10.10%
Fundamentals of Interpreting Training
10+ Trainings
36.00%
Advanced Medical Interpreter Training (AMT)
5-9 Trainings
9.60%
Advanced Medical Interpreter Training (AMT)
10+ Trainings
13.10%
DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05 Exhibit B
DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
Language Line Services, Inc.
1 INTRODUCTION
1.1 Parties
This contract for Telecommunications and Technology Interpreter Services, Products and
Related Services (this "Contract") is entered into between the State of Texas, acting by
and through the Department of Information Resources (hereinafter "DIR") with its
principal place of business at 300 West 151h Street, Suite 1300, Austin, Texas 78701, and
Language Line Services, Inc. a Delaware Foreign For -Profit Corporation (hereinafter
"Successful Respondent"), with its principal place of business at One Lower Ragsdale
Drive Building 2, Monterey, California 93940.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-572, on May 9, 2023, for
Telecommunications and Technology Interpreter Services, Products and Related Services
(the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-572,
shall be posted by DIR on the Electronic State Business Daily.
1.3 Order of Precedence
A. For transactions under this Contract, the order of precedence shall be as follows:
1. this Contract;
2. Appendix A, Standard Terms and Conditions;
3. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
4. Appendix C, Pricing Index;
5. Exhibit 1, RFO DIR-CPO-TMP-572, including all Addenda; and
6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-572,
including all Addenda.
DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05
DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
B. Each of the foregoing documents is hereby incorporated by reference and
together constitute the entire agreement between DIR and Successful
Respondent.
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in
Appendix A, Standard Terms and Conditions.
2 TERM OF CONTRACT
The initial term of this Contract shall be up to two (2) years commencing on the date of
the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and
one (1) optional one-year renewal (each, a "Renewal Term"). Prior to expiration of the
Initial Term and each Renewal Term, this Contract will renew automatically under the
same terms and conditions unless either party provides written notice to the other party
at least sixty (60) days in advance of the renewal date stating that the party wishes to
discuss amendment or non -renewal.
3 OPTION TO EXTEND
Successful Respondent agrees that DIR may require continued performance under this
Contract at the rates specified in this Contact following the expiration of the Initial Term
or any Renewal Term. This option may be exercised more than once, but the total
extension of performance hereunder shall not exceed ninety (90) calendar days. Such
extension of services shall be subject to the requirements of the Contract, with the sole
and limited exception that the original date of termination shall be extended pursuant
to this provision. DIR may exercise this option upon thirty (30) calendar days written
notice to the Successful Respondent.
4 PRODUCT AND SERVICE OFFERINGS
Products and services available under this Contract are limited to the technology
categories defined in Request for Offer DIR-CPO-TMP-572 for Telecommunications and
Technology Interpreter Services, Products and Related Services. At DIR's sole discretion,
Successful Respondent may incorporate changes or make additions to its product and
service offerings, provided that any changes or additions must be within the scope of
the RFO.
DIR-CPO-TMP-572 Page 2 of 9
Version 1.0
Rev. 3/21 /23
DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05
DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
5 PRICING
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall
include the DIR Administrative Fee (as defined below).
5.2 Customer Discount
A. The minimum Customer discount for all products and services will be the
percentage off List Price (as defined below) or MSRP (as defined below), as
applicable, as specified in Appendix C, Pricing Index. Successful Respondent
shall not establish a List Price or MSRP for a particular solicitation. For purposes
of this Section, "List Price" is the price for a product or service published in
Successful Respondent's price catalog (or similar document) before any discounts
or price allowances are applied. For purposes of this Section, WSRP," or
manufacturer's suggested retail price, is the price list published by the
manufacturer or publisher of a product and available to and recognized by the
trade.
B. Customers purchasing products or services under this Contract may negotiate
additional discounts with Successful Respondent. Successful Respondent and
Customer shall provide the details of such additional discounts to DIR upon
request.
C. If products or services available under this Contract are provided at a lower price
to: (1) an eligible Customer who is not purchasing those products or services
under this Contract, or (III) to any other customer under the same terms and
conditions provided for the State for the same products and services under this
contract, then the price of such products and services under this Contract shall be
adjusted to that lower price. This requirement applies to products or services
quoted by Successful Respondent for a quantity of one (1), but does not apply to
volume or special pricing purchases. Successful Respondent shall notify DIR
within ten (10) days of providing a lower price as described in this Section, and
this Contract shall be amended within ten (10) days to reflect such lower price.
DIR-CPO-TMP-572 Page 3 of 9
Version 1.0
Rev. 3/21 /23
DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05
DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
5.3 Changes to Prices
A. Subject to the requirements of this section, Successful Respondent may change
the price of any product or service upon changes to the List Price or MSRP, as
applicable. Discount levels shall not be subject to such changes, and will remain
consistent with the discount levels specified in this Contract.
B. Successful Respondent may revise its pricing by publishing a revised pricing list,
subject to review and approval by DIR. If DIR, in its sole discretion, finds that the
price of a product or service has been increased unreasonably, DIR may request
that Successful Respondent reduce the pricing for the product or service to the
level published before such revision. Upon such request, Successful Respondent
shall either reduce the pricing as requested, or shall remove the product or
service from the pricing list for this Contract. Failure to do so will constitute an act
of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free
On Board Customer's Destination. No additional fees may be charged to Customers for
standard shipping and handling. If a Customer request expedited or special delivery,
Customer will be responsible for any additional charges for expedited or special delivery.
5.5 Travel Expenses
Pricing for services provided under this Contract are exclusive of any travel expenses
that may be incurred in the performance of such services. Travel expense
reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking, and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized for
state employees as adopted by each Customer; and provided, further, that all
reimbursement rates shall not exceed the maximum rates established for state
employees under the current State Travel Management Program. Travel time may not
be included as part of the amounts payable by Customer for any services provided
under this Contract. The DIR Administrative Fee is not applicable to travel expense
reimbursement. Anticipated travel expenses must be pre -approved in writing by the
Customer. The Customer reserves the right not to pay travel expenses which are not
pre -approved in writing by the Customer.
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DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
6 DIR ADMINISTRATIVE FEE
A. Successful Respondent shall pay an administrative fee to DIR based on the dollar
value of all sales to Customers pursuant to this Contract (the "DIR Administrative
Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths
of a percent (0.75%) of all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $750.
B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR
reserves the right to increase or decrease the DIR Administrative Fee during the
term of this Contract, upon written notice to Successful Respondent without
amending this Contract. Any increase or decrease in the DIR Administrative Fee
shall be incorporated in the price to Customers.
7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION
In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to
Contract and Pricing Information, Successful Respondent shall include the following
with its webpage:
A. A current price list or mechanism to obtain specific contract pricing;
B. MSRP/list price or DIR Customer price;
C. Discount percentage (%) off MSRP or List Price;
D. Warranty policies; and
E. Return policies.
8 USE OF ORDER FULFILLERS
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent
to utilize designated order fulfillers to provide products, services, and support resources
to Customers under this Contract ("Order Fulfillers").
8.2 Designation of Order Fulfillers
Successful Respondent may designate Order Fulfillers to act as the distributors
for products and services available under this Contract. In designating Order
Fulfillers, Successful Respondent must be in compliance with the State's Policy on
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DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
Utilization of Historically Underutilized Businesses. DIR and Successful
Respondent will agree on the number of Order Fulfillers that are Historically
Underutilized Businesses as defined by the CPA.
In addition to the required Subcontracting Plan, Successful Respondent shall
provide DIR with the following Order Fulfiller information: Order Fulfiller name,
Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order
Fulfiller contact person email address and phone number.
DIR reserves the right to require Successful Respondent to rescind any Order
Fulfiller participation or request that Successful Respondent name additional
Order Fulfillers should DIR determine it is in the best interest of the State.
Successful Respondent shall be fully liable for its Order Fulfillers' performance
under and compliance with the terms and conditions of this Contract. Successful
Respondent shall enter into contracts with Order Fulfillers and use terms and
conditions that are consistent with the terms and conditions of this Contract.
Successful Respondent may qualify Order Fulfillers and their participation under
the Contract provided that: i) any criteria is uniformly applied to all potential
Order Fulfillers based upon Successful Respondent's established, neutrally
applied criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the criteria.
r Successful Respondent shall not prohibit any Order Fulfiller from participating in
other procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this
Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers,
Successful Respondent must make a good faith effort to revise its Subcontracting Plan
in accordance with the State's Policy on Utilization of Historically Underutilized
Businesses. Successful Respondent shall provide DIR with its updated Subcontracting
Plan and the Order Fulfillers information listed above.
.1+ Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
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DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
9 NOTIFICATION
All notices under this Contract shall be sent to a party at the respective address
indicated below.
If sent to the State:
Lynn Hodde or Successor in Office
Interim Chief Procurement Officer
Department of Information Resources
300 W. 15" St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: Ivnn.hodde@dir.texas.aov
If sent to Successful Resaondent:
Bonaventura A. Cavaliere
Chief Financial Officer
Language Line Services, Inc.
One Lower Ragsdale Drive Building 2
Monterey, California 93940
Phone: (831) 648-5890
Email: cfo@lanauaaeline.com
10 CONFLICTING OR ADDITIONAL TERMS
A. The terms and conditions of this Contract shall supersede any additional
conflicting or additional terms in any additional service agreements, statement of
work, and any other provisions, terms, conditions, and license agreements,
including those which may be affixed to or accompany software upon delivery
(sometimes called shrink-wrap or click -wrap agreements), and any linked or
supplemental documents, which may be proposed, issued, or accepted by
Successful Respondent and Customer in addition to this Contract (such additional
agreements, "Additional Agreements"), regardless of when such Additional
Agreements are proposed, issued, or accepted by Customer. Notwithstanding the
foregoing, it is Customer's responsibility to review any Additional Agreements to
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DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
determine if Customer accepts such Additional Agreement. If Customer does not
accept such Additional Agreement, Customer shall be responsible for negotiating
any changes thereto.
B. Any update or amendment to an Additional Agreement shall only apply to
Purchase Orders for the associated product or service offering after the effective
date of such update or amendment; provided that, if Successful Respondent has
responded to a Customer's solicitation or request for pricing, any subsequent
update or amendment to an Additional Agreement may only apply to a resulting
Purchase Order if Successful Respondent directly informs such Customer of such
update or amendment before the Purchase Order is executed.
C. Successful Respondent shall not require any Additional Agreement that: i)
diminishes the rights, benefits, or protections of Customer, or that alters the
definitions, measurements, or method for determining any authorized rights,
benefits, or protections of Customer; or ii) imposes additional costs, burdens, or
obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon
Customer.
D. If Successful Respondent attempts to do any of the foregoing, the prohibited
documents will be void and inapplicable to this Contract or the Purchase Order
between Successful Respondent and Customer, and Successful Respondent will
nonetheless be obligated to perform such Purchase Order without regard to the
prohibited documents, unless Customer elects instead to terminate such
Purchase Order, which in such case may be identified as a termination for cause
against Successful Respondent.
11 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND
CONDITIONS
No exceptions have been agreed to by DIR and Successful Respondent.
(Remainder of this page intentionally left blank.)
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DIR Contract No. DIR-CPO-5221
Language Line Services, Inc. — 17705867103
This Contract is executed to be effective as of the date of last signature.
Language Line Services, Inc.
Authorized By: Sianature on File
Name: Bonaventure A. Cavaliere
Title: Chief Financial Officer
Date: 8/10/2023
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Sianature on File
Name Lvnn Hodde
Title: Interim Chief Financial Officer
Date: 8/16/2023
Office of General Counsel: Initials on File
Date: 8/16/2023
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DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05 Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
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.
jJ Name of vendor who has a business relationship with local governmental entity.
None
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.
N/A
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?
Yes F-1 No N/A
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?
71 Yes F1 No N/A
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.
N/A
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).
J DocuSigned by:
t
rdl�ot�dl'm October 2, 2023
'�f'�f121t� doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
DocuSign Envelope ID: C07B9D6C-F148-4F3E-9621-EEF12B08EF05
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021