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AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for professional nen/icum ('Agrocruen1") is rnndc and entered into by and
between the CITY ODr FORT WORTH, uhoroe rule municipal corporation Situated in portions
of Tarrant, |]eo1oo and Wise Counties, Texas, acting by and through Charles Daniels, its duty
authorized Assistant City Manager, (hereinafter referred to as "City"), and Net Transcripts, Inc.
(hereinafter referred (oau ^'l/cndor" or"Net Transcripts" o,^lqT").
City and Vendor agree as Dwl}wvvo:
RECITALS
A. Whereas, City does not have the personnel able uud/mc evui|ub|c to perform the
services required under this Agreement;
B. Whereas, Vendor warrants to City that it has the qualifications, experience, and
facilities to perform properly and timely, the services under this Agreement; and
C. Whereas, City desires to contract with Vendor to perform the services described
in Exhibit & of this Agreement.
NOW,THEREFORE, City and Vendor agree mm KmKUvpvm:
1'0 SCOPE OF THE VENDOR'S SDCRV8CKCS' Vendor agrees To provide and perform
audio transcription services as more specifically described and outlined in Exhibit A,
"Scope o[ Scrvioee," upon request ofCiLy onauayneeded basis. Exhibit is attached
honn0o and incorporated into this Agreement for all purposes. Nothing io this Agreement
is intended to give Vendor an exclusive right to provide City such services. City
expressly reserves the right to use other vendors as uccrnaocy for similar services.
2,0 TERM ODrAGREEMENT. This Agreement will hc000nc effective on April 7. 2014,
and will remain in effect until September 30, 2U|4 (^^{oihu| Tcnn'`). Following the Initial
Term, this Agrccnocot may be renewed for up 10 four additional one-year periods by
mutual written agreement of the Parties.
3.0 COMPENSATION FOR SERVICES. City ahu|| pay Vendor for its services rendered
and costs incurred pursuant to this Agreement in accordance with the fees and cost
mobcdu|e included in Exhibit A. The maximum dollar amount shall not exceed $3,000.00
annually, and no additional compensation shall be paid for any other expenses incurred
unless first approved hyCity.
3.1 Vendor shall submit to City an invoice for services rendered in 0000cdnooe with
this Agreement, and City shall pay Vendor upon thirty (30) days of receipt of the
City o[Fort Worth and Net Transcripts,Inc. Execution Copy 4/)0/\4
Agreement for Professional Services Yugc l o[|7
RECEIVED APR 2 2 2914 OFFICIAL RECORD
MIT SECRETARY
invoice. Interest shall accrue a1arate of |% per 000uro on /ate payments. Please
submit all invoices 10 |otcrnu| Affairs Sergeant, Fort VVndb Police Department
7ntonmu} Affairs/Legal l.iuimou Unit, 350 W. Belknap 81ocut, Fort Worth, Texas
76}02.
3.2 No puyourut rnudc hereunder by City to Vendor, other than the fion| puyoueoL
shall be construed as an acceptance by City of any work or nou0cdnlu, nor as
evidence of satisfactory performance by Vendor of its obligations under this
Agreement.
4.0 CONBr8.KC][ OF 8N1rE&08S1[. Vendor bc,ehy warrants to City that Vendor has made
[o[} disclosure in vvddog of any existing or potential conflicts of interest related to
Vendor's provision of the services. In the event that any conflicts of interest arise ofic,
the execution of this Agreement, Vendor hereby agrees to make full disclosure to the City
in writing icunosdiu1e|y upon learning of such conflict.
4.1 The Vendor represents that no City employee or official has a coe1erio| fioauoiu|
interest in \/nudo,`m business. During the tcnn of this Agreement and/or as u
result of being rewarded this contract, Vendor shall not offer, encourage or accept
any financial interest in Vendor's business by any City employee or official.
5.0 GENERAL TERMS AND CONDITIONS.
5,1 Termination. Either City or Vendor may terminate this Agreement, without
ooumo, by giving the other party thirty (30) days vvcit1un notice of such termination
and the effective date thereof.
5.1.1 lo the event of such termination, all finished o/ uofiniohcd reports, ocother
documentation prepared by or in the possession of Vendor under this
Agcoccneoi uhu1| be returned to City. If City terminates this /\grseoocni
without cause, Vendor shall prepare and sbu|) be cuddcd to receive
compensation pursuant to a close-out bill for mtrvioro rendered and fees
incurred pursuant to this Agreement through the notice oftermination. If
Vendor terminates this /\grcornen1 without ouumc, Vendor ubu|| be paid
only for those services ournp)etcd in u manner satisfactory to City, vvbiob
shall not be unreasonably determined.
5.1.2 If Vendor or City {ui| to fu\U|] in u dnne|y and proper nnuouoc its
obligations under this Agreement, or if Vendor or City violate any of the
covoouu1m` ugreenuro<w, or stipulations ofthisAgreement, Vendor ocCity
shall have the right to terminate this Agreement immediately for breach by
giving written notice <othe other party of such termination and specifying
the effective date n[such termination. Vendor shall he entitled to receive
compensation in accordance with the imrnns of this f\grcecucot for any
work mo1iataoto,i|y uonnp|ctod hereunder. Notwithstanding the foregoing,
Vendor abu|l not he relieved of liability for damage sustained by virtue of
any breach u[this Agreement and any payments due under this Agreement
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may be withheld to off-set anticipated damages.
5.2 Non-Assignability. Vendor shall not assign or transfer any interest in
this Agreement without the express prior written consent of City.
5.3 Non-Discrimination. Vendor shall not discriminate as to race, creed,
gender, color, national origin or sexual orientation in the performance of its
services and duties pursuant to this Agreement and will comply with all
applicable laws, ordinances and codes of the Federal, State, County and City
governments.
5.4 Insurance.
5.4.1 The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
(a) Commercial General Liability with a combined limit of not less than
$1,000,000 per occurrence.
(b) Automobile Liability Insurance with a combined limit of not less that
$1,000,000 per occurrence.
(c) Professional Liability (Errors & Omissions) in the amount of $1,000,000 per
claim and $1,000,000 aggregate limit.
(d) Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
(e) Any other insurance as required by City.
5.4.2 General Insurance Requirements:
(a) All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of
coverage shall be provided to the City. Ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to
the Risk Manager, City of Fort Worth, 1.000 Throckmorton, Fort Worth,
Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A- VII in
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the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any
work pursuant to this Agreement.
5.5 Indemnification. Vendor agrees to indemnify and hold harmless City from any
and all claims or actions of any kind asserted against City arising out of Vendor's
(including Vendor's employees, representatives, products and subcontractors)
negligent performance under this agreement, excepting only such claims or
actions which may arise out of sole or active negligence of City and/or any of
City's officers, employees, or representatives.
5.6 Compliance With Applicable Law. Vendor and City shall comply with all
applicable laws, ordinances and codes of the City, the State of Texas, and all
applicable Federal laws.
5.7 Independent Contractor. This Agreement is by and between City and Vendor
and is not intended, nor shall it be construed, to create the relationship of agency,
servant, employee, partnership, joint venture or association, as between City and
Vendor.
5.7.1. Vendor shall be an independent contractor and shall have no power to
incur any debt or obligation for or on behalf of City. Neither City nor any
of its officers or employees shall have any control over the conduct of
Vendor, or any of Vendor's employees, except as herein set forth, and
Vendor expressly warrants not to, at any time or in any manner represent
that it, or any of its agents, servants or employees are in any manner
employees of City, it being distinctly understood that Vendor is and shall
at all times remain to City a wholly independent contractor and Vendor's
obligations to City are solely such as are prescribed by this Agreement.
5.8 Copyright. No reports, maps or other documents produced in whole or in part
under this Agreement shall be the subject of an application for copyright by or on
behalf of Vendor, nor shall Vendor obtain any ownership rights in the documents.
5.9 Legal Construction.
5.9.1 This Agreement is made and entered into in the State of Texas and
shall in all respects be interpreted, enforced and governed under the
laws of the State of Texas.
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5.9.2 This his ARreement shall be construed without regard to the identity of the
persons who drafted its various provisions. Each and every provision
of this Agreement shall be construed as though each of the parties
participated equally in the drafting of the same, and any rule of
construction that a document is to be construed against the drafting
party shall not be applicable to this Agreement.
5.9.3 The article and section, captions and headings herein have been
inserted for convenience only and shall not be considered or referred
to in resolving questions of interpretation or construction.
5.9.4 Whenever in this Agreement the context may so require, the masculine
gender shall, be deemed to refer to and include the feminine and neuter,
and the singular shall refer to and include the plural.
5.10 Counterparts. This Agreement may be executed in counterparts and as so
executed shall constitute an Agreement which shall be binding upon all parties
herein.
5.11 Final Payment Acceptance Constitutes Release. The acceptance by Vendor of
the final payment made under this Agreement shall operate as and be a release of
City from all claims and liabilities for compensation to Vendor for anything done,
furnished or relating to Vendor's work or services. Acceptance of payment shall
be any negotiation of City's check or the failure to make a written extra
compensation claim within ten (10) calendar days of the receipt of that check.
However, approval or payment by City shall not constitute, nor be deemed, a
release of the responsibility and liability of Vendor, its employees, sub-
consultants and agents for the accuracy and competency of the information
provided and/or work performed.- nor shall such approval or payment be deemed
to be an assumption of such responsibility or liability by City for any defect or
error in the work prepared by Vendor, its employees, sub-consultants and agents.
5.12 Corrections. In addition to the above indemnification obligations, Vendor shall
correct, at its expense, all errors in the work which may be disclosed during City's
review of Vendor's report or plans. Should Vendor fail to make such correction
in a reasonably timely manner, such correction shall be made by City, and the cost
thereof shall be charged to Vendor.
5.13 Files. All files of Vendor pertaining to City shall be and remain the property of
City. Vendor shall return all files to City each time after performing services
under this Agreement and will only retain copies for ninety (90) days for purposes
of processing corrections and completing invoicing.
5.14 Waiver; Remedies Cumulative. Failure by a party to insist upon the
performance of any of the provisions of this Agreement by the other party,
irrespective of the length of time for which such failure continues, shall not
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constitute a waiver of such party's right to demand compliance by such other
party in the future. No waiver by a party of a default or breach of the other party
shall be effective or binding upon such a party unless made in writing by such
party, and no such waiver shall be implied from any omissions by a party to take
any action with respect to such default or breach. No express written waiver of a
specified default or breach shall affect any other default or breach, or cover any
other period of time, other than any default or breach and/or period of time
specified. All of the remedies permitted or available to a party under this
Agreement, or at law or in equity, shall be cumulative and alternative, and
invocation of any such right or remedy shall not constitute a waiver or election of
remedies with respect to any other permitted or available right of remedy.
5.15 Mitigation of Damages. In all such situations arising out of this Agreement, the
parties shall attempt to avoid and minimize the damages resulting from the
conduct of the other party.
5.16 Partial Invalidity. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force without being impaired or
invalidated in any way.
5.17 Attorney's Fees. The parties hereto acknowledge and agree that each will bear
his or its own costs, expenses and attorney's fees arising out of and/or connected
with the negotiation, drafting and execution of the Agreement, and all matters
arising out of or connected therewith.
5.18 Entire Agreement. This Agreement constitutes the whole agreement between
City and Vendor, and neither party has made any representations to the other
except as expressly contained herein. Neither party, in executing or performing
this Agreement, is relying upon any statement or information not contained in this
Agreement. Any changes or modifications to this Agreement must be made in
writing appropriately executed by both City and Vendor.
5.19 Notices. Any notice required to be given hereunder shall be deemed to have been
given by depositing said notice in the United States mail, postage prepaid, and
addressed as follows:
TO CITY: Charles W. Daniels
Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
With copy to the City Attorney at same address
VENDOR: Shane Mirkovich, COO
Net Transcripts Inc.
425 South 48th Street, Suite 101
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Tempe, AZ, 85281
800.942.4255
info(&ettranscripts,com
5.20 Warranty of Authorized Signatories. Each of the signatories hereto warrants
and represents that he or she is competent and authorized to enter into this
Agreement on behalf of the party for whom he or she purports to sign.
5.21 Consultation With Attorney. Vendor warrants and represents that it has
consulted with an attorney or knowingly and voluntarily decided to forgo such a
consultation.
5.22 Confidential and Proprietary Information. City acknowledges that Vendor may
use products, materials, or methodologies proprietary to Vendor. City agrees that
Vendor's provision of services under this Agreement shall not be grounds for City to
have or obtain any rights in Such proprietary products, materials, or methodologies
unless the Parties have executed a separate written agreement with respect thereto.
Vendor, for itself and its officers, agents, servants, employees, and subcontractors,
further agrees that it shall treat all information provided to it by City as confidential
and shall not disclose any such information to any third party without the prior
written approval of City.
Notwithstanding the foregoing, Vendor understands and agrees that City is a public
entity under the laws of the State of Texas, and as such, is subject to various public
information laws and regulations, including, but not limited to, the Texas Public
Information Act, Chapter 552 of the Texas Government Code (the "Act"). Vendor
acknowledges that, under the Act, the following information is subject to disclosure:
1) all documents and data held by City, including information obtained from Vendor,
and 2) information held by Vendor for or on behalf of City that relates to the
transaction of City's business and to which City has a right of access.
If City receives a request for any documents that may reveal any of Vendor's
proprietary information under the Act, or by any other legal process, law, rule, or
judicial order by a court of competent jurisdiction, City will utilize its best efforts to
notify Vendor prior to disclosure Of Such documents. City shall not be liable or
responsible in any way for the disclosure of information not clearly marked as
"Proprietary / Confidential Information" or if disclosure is required by the Act or any
other applicable law or court order. In the event there is a request for such
information, it will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be
decided by City, but by the Office of the Attorney General of the State of Texas or by
a court of competent jurisdiction.
5.23 Venue and Jurisdiction. Should any action, whether real or asserted, at law or in
equity, arise out of the execution, performance, attempted performance of this
Agreement, venue for said action shall lie in Tarrant County, Texas and the United
States District Court for the Northern District of Texas, Fort Worth Division.
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5.24 Force Majeure. The City and Vendor shall exercise their best efforts to meet
their respective duties and obligations as set forth in this Agreement, but shall not
be held liable for any delay or omission in performance due to force majeure or
other causes beyond their reasonable control (force majeure), including, but not
limited to, compliance with any government law, ordinance or regulation, acts of
God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
ACCEPTED AND AGREED: IN WITNESS WHEREOF, the PARTIES hereto have executed
this Contract the day and year set forth below their signatures.
NETT INC. CITY OF FORT WORTH:
By: t�e 7=--- By:
Gary Nudd Cha rps W. Daniels
CEO Assistant City Manager
Date: Date: 04-. 2-1. 14--,"
APPROVAL RECOMMENDED:
B
J
effre W. Halstead
Chief of Police
Date:
APPROVED AS TO FORM
AND LEGWTY:
By: i)v
Jessica Sang �, ng
I �Assistant t Ci Attorney
fORr
o ntract Authorization:
C:
16
00
to Approved:
0
ATTESTn
By:
Mar J. Kayser,
City Secretary Y-
City of Fort Worth an TO VnPPRD Execution Copy 4/10/14
Agreement for Profess rejljer�K,, RIETARY Page 8 of 17
FT.Woff%TX
EXHIBIT A
SCOPE OF SERVICES
1.0 HOURS OF OPERATION
Online Order Management Center: 24/7/365
Automated Dictation Report Processing: 24/7/365
Office Hours: Monday-Friday 8:00 am CT to 6:00 pm CT
Office Closures: New Year's Day, Memorial Day, July 4th (observed), Labor Day,
Thanksgiving and the day following,Christmas Eve,Christmas Day and New Year's Eve.
2.0 PRICING
Pricing for transcription is based on the actual length of the audio (per minute)
or resulting completed transcript (per word). Billing is by whole numbers;
therefore, fractional increments are rounded Lip. Value Added services are billed
on a flat fee basis, except where otherwise noted. Vendor will accept audio
files over the Internet or material mailed for transcription. In this case, some
charges may apply. Shipping is done via UPS Second Day Air and billed at
the actual prices charged to Net Transcripts by UPS. Requests to return items
more quickly will be honored and billed appropriately. Requests to use an
alternate carrier cannot be honored. Pricing is subject to change. (See Exhibit A
-Price List)
3.0 AUDIO FORMATS
Net Transcripts accepts a variety of audio formats. Due to the inherent process
of transcribing, some audio formats cannot be used as provided. Therefore, NT
must convert these formats to a standard digital format before it can be
transcribed. There is a conversion fee for this process. See chart for details.
DIGITAL FILE FORMATS DIGITAL FILE FORMATS
No Conversion Needed Conversion Needed
.wav Audio CDs(.cda)
DVDs
.wma Digital Videos(.avi, .w9)v_mRgg) _
_j.ssds2..(Qlymkus) For the Record(.ftrtrML_
.dvf, msv Son Jail Call Plavers(-xrnl, vo.7 .yo8 .yq9),—.
--La.rm(Beal Mqqi@-PlayerL- Apple/iPhone .m4a
ANALOG SOURCES
Conversion Needed
..... ... --,_Standard&Micro Audio Cassette
Standard VHS Video Cassette
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Most conversions are done in real time. Transcription turnaround does not
begin until NT has completed the conversion. Conversion of analog tapes
and video cassette can degrade the quality of the audio resulting in
additional (unintelligible) cues. On o limited basis and upon request, NT can
transcribe directly from standard or micro coaSet1mn (additional charges apply).
4,0 MULTI-SPEAKER TURNAROUND
Ondcca placed during office hours will be processed on the day they are
received. ()ndcru received outside of office hours, on vveckcud or on observed
holidays will be pcouuawcd the next business day. By special arrangement, NT
can provide support and services outside these standard business hours.
Turnaround heAium when NT receives on order and the 00000iu1ed audio in o
standard digital Fbnnak. Turnaround calculations do not include weekends or
observed holidays unless otherwise arranged inadvance.
l. Three Day turnaround is standard on all English language work
unless otherwise requested or contracted.
2. Next Day turnaround im available oo high priority audio files.
3. ASAP turnaround is available on critical audio files. An order and
audio rnuai be provided in ux1uudm,d digital format 6y 12:00 pm CI.
Transcripts will bc delivered the sun)r day hy7:U0pnnCT.
Exceptions to Service:
l. Nest Day and ASAP turnarounds are available on a limited, first come,
first served basis. Advanced notice of these requests should be provided
{o NJ' whenever possible. For orders with no pre-arrangement, NT will
do its htnL to honor all requests. In the event this service is not
ovoi|ub|c when o:4ucatod by customer, NT will coordinate with
customer to provide the best alternate turnaround.
2. Audio D1os over 90 minutes in |cug1h may be delayed beyond our
guaranteed turnaround time in order to provide better muouruoy and
continuity io the transcript.
3. Customer-specific volume nuotue1ions can be handled in most ooncm.
However, volume fluctuations exceeding 20 percent in either case may
delay turnaround.
4. Audio of excessively poor quality (i.e., quiet or rnunnh|iug speakers,
heavy background noise, strong accents, improper dubbing, etc) can also
significantly delay turnaround.
5. Providing u non-standard digital fbnma1, video fiicm or hard media can
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delay turnaround.
6. Exceptionally rigid and detailed customer-specific formatting can delay
turnaround.
7. lu the event ofwdelay io service, NTwill communicate with customer to
provide the best alternate turnaround.
5.0 VOLUMES
Net Transcripts is u high volume bonocdpdou company and staffs according to
average volumes with some overrun capacity \o handle the standard variations in
day-to-day volumes. New Customers orcustomers moving more volume to NT
should pre-arrange o timeline for cutovur with N-[. Customer with a large,
one-time project Should u000gc proj eo\-opeoific turnaround with NT.
6'0 ACCURACY/ACCEPTABILITY
No11[cannuriptm agrees 10 maintain 98% nninicnurn accuracy for requested services.
|. Accuracy is defined as the correct vvvndm as spoken in the audio file,
proper spelling of words, the use of NT's standard format or the
customer's ugnocd upon format, and the proper use of any provided
padiuipant/tenns lists oo all transcriptions.
2. /\ocu,uoy for trous|uiioum is defined as the correct use of words and
phrases that conveys the intended meaning of the speaker as it was
originally spoken and the proper spelling of words.
2. Accuracy nncauuccnncot for transcription will not be impacted if NT
uunoVt understand vvocdo due 10 the use of cell phones, speakerphones,
international conference lines, poor cuu[erooco or conference room
acoustics, individual microphone problems, or vvncds in languages
other than English and English p/ocdx spoken with foreign accents.
4. Transcribed work that the customer deems not acceptable eba\| be
returned e\cotnoniou||y 10 NT, with any errors noted, within seven (7)
days uftcc delivery from NT. NT shall correct any such errors within
two (2) business days within receipL If the customer dnoa not notify
N]` of any errors within seven (7) days from the date NT forwarded
the completed transcription 10 the requested email address, then the
transcription vvnck shall bc deemed tobcacceptable.
7,0 FORMATTING
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I NT will provide all transcripts in NT's standard format. A sample is
available upon request.
2. (Unintelligible) or (unintelligible) is a flag used within Net Transcripts'
transcripts to note that the transcriptionist and proofreader were unable
to hear or decipher the word or words being spoken at that point.
3. From time-to-time and without notice, NT may update its standard
format to reflect changes in industry trends and/or grammar rule
changes.
4. NT is able to accommodate some variations in format. These changes
should be submitted in writing to NT. Changes that require a
significant increase in processing time may result in an additional
charge. All format change requests and additional charges will be
presented prior to an order being placed or accepted.
8.0 FOREIGN LANGUAGE SERVICES DEFINED
I interpretation - Produces a written document from an audio recording
spoken in a foreign language. The document is written in English only
and does not include a written record in the language spoken.
2. Transcription - Produces a written document from an audio recording.
The document is written in the language spoken.
3. Translation - Can only occur from a document. Produces a written
English translation from a document written in a foreign language.
Typically, when NT is provided with an audio recording, the recording is
transcribed in the language spoken and the translation into English is then
provided alongside the transcription; providing a written record in both
languages.
9.0 SPANISH TO ENGLISH INTERPRETATION (Written English Only)
The Spanish to English Interpretation services will produce a document written
in English only; and does not include a written Spanish transcript. The resulting
document will be a written, interpreted translation of the originally spoken
recording. Turnaround time for transcribing Spanish audio is three (3) business
days. Turnaround begins when Net 'Transcripts receives an order and the
associated audio in a standard digital format. Audio files over 120 minutes in
length, unusually large volume fluctuations from customer(s) may delay
turnaround. If a delay is going to occur, Net Transcripts will contact the
customer via email or telephone to alert the customer of the delay. A minimum
charge for 15 minutes of audio applies to all Spanish transcription.
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10.0 SPANISH TRANCRIPTION & TRANSLATION (Written Spanish
&Written English)
Spanish Transcription and Translation services are otherwise referred to as
our "Double-Column Format." This service produces a document that includes
both the Spanish Transcription (written in Spanish) and the Translation into
English (mirrored alongside the Spanish Transcription in an adjacent column).
Therefore, when this service is requested, both the Spanish Transcription fees
and Spanish Translation fees apply.
By legal definition, translation can only occur from a written document. If NT
is provided an audio file only, it must first be transcribed in the language
spoken before being translated. Translation requires a high level of skill and is
very exacting. For these reasons, NT does not guarantee turnaround times for
translations. Generally, turnaround time for transcribing and translating
Spanish audio is Seven (7) Business days. Turnaround begins when NT
receives an order and the associated audio in a standard digital format.
Turnaround calculations do not include weekends or observed holidays unless
otherwise arranged in advance. Audio files over 120 minutes in length,
unusually large volume fluctuations from customer(s) may delay turnaround. If
a delay is going to occur, NT will contact the customer via email or telephone
to alert the customer of the delay. A minimum charge for 15 minutes of audio
and/or 500 words applies to all Foreign Language services.
11.0 OTHER FOREIGN LANGUAGES
Net Transcripts provides transcription of many foreign languages and can also
translate foreign language documents into English. Most commonly available
are: Bosnian, Cantonese (Traditional Chinese), Dutch, French, German,
Greek, Hmong, Iraqi Arabic, Italian, Japanese, Korean, Mandarin (Simplified
Chinese), Portuguese, Russian, Serbian, Swedish, and Thai. NT can also source
most other languages. Pricing and turnaround quotes for these language
services are available upon request.
12.0 CANCELLATION POLICY
I Cancellation charges do not apply to any project that is cancelled prior
to its scheduled start time or arrival of a digital audio file.
2. Regular rates will apply for any project that is cancelled after
transcription has begun, or a $25 cancellation fee, whichever is greater.
13.0 DELIVERY METHODS & DATA TRANSFER SECURITY
All users should consult with the appropriate decision makers or IT personal
within their agency before choosing to use any method of transfer other than
City of Fort Worth and Net Transcripts,Inc. Execution Copy 4/10/14
Agreement for Professional Services Page 13 of 17
our Web-based portal. Senders/Users accept all responsibility for the decision to
utilize and potential risks involved in utilizing a method of transfer other than our
Web-based portal.
I Web-based Portal (Standard): Net Transcripts offers a Web-based portal
for order processing and tracking. A user name and password are
required to gain access to a User-specific Order Maintenance Center.
The information entered in a Web-based order, upload of audio, and
download of transcripts is transferred using 128- bit encryption
protocols. The audio upload feature can accept audio files up to
250MB. We encourage customers to utilize the Web-portal for all their
transcript needs, as this is the most secure and efficient method of order
processing.
2. File Transfer Protocol (FTP): For audio files larger than 250MB, Net
Transcripts can provide access to its FTP site. A user name and
password are required for authentication and access to a Restricted Use
Folder on our FTP site. The transfer of audio is a basic Web-transfer
(like most email transfers) and is not encrypted during transfer. Many
audio/video files can be converted easily to another digital format, or
file sizes can be reduced, thereby allowing upload via the Web-based
portal. To inquire about conversion methods, please contact us.
3. E-mail: Net Transcripts does not accept audio via email. Audio files are
generally too large to be efficiently sent and received via email. This
method of transfer is not encrypted during transfer.
4. Deliver via Courier: In some cases, it may be necessary to send a CD,
DVD or other hard media to Net Transcripts for processing. When
utilizing this method of transfer, it is advisable to use a traceable
method — UPS, FedEx, LISPS Certified or Registered Mail. All courier
methods of delivery do have some security risks involved and should
not be consider 100% secure. There are many options for conversion or
reduction of audio and video, which will allow upload of the resulting
file through the Web-based portal. To inquire about these methods,
please contact us.
5. Personal Delivery: Net Transcripts does accept personal delivery of hard
media to its secure office facility in Tempe, AZ. Deliveries are accepted
Monday — Friday from 7:00 am CT to 7:00 pm CT. In no instances
should packages be left outside of Net Transcripts' office.
City of Fort Worth and Net Transcripts,Inc. Execution Copy 4/10/14
Agreement for Professional Services Page 14 of 17
14.0 DECRIPTION OF SERVICES/USE OF WEB SITE
Net Transcripts provides Web-based Transcription and Translation Services.
You must provide your own Internet connection, including computer and
modem, provide your own access to the Internet, and pay for fees relating to
such Internet connection. You agree that you will not copy, reproduce, modify,
create derivative works from, distribute or publicly display any content from this
Web Site without the prior express written permission of Net Transcripts.
15.0 DISCLAIMER OF WEB SITE WARRANTIES
The Net Transcripts Web Site is provided on an "as is" and "as available"
basis. To the fullest extent pern-iitted by applicable law, Net Transcripts makes
no representations or warranties of any kind, express or implied, regarding the
results Of use of this Web Site. Net Transcripts shall have no liability for any
interruptions in the use of this Web Site. Net Transcripts disclaims all
warranties with regard to information appearing on this Web Site, including
implied warranties of merchantability and fitness for a particular purpose, and
non-infringement.
16.0 SERVICE AND PRODUCT WARRANTY
Net Transcripts does warrant the accuracy of services and products which you
may order by use of this Web Site, The Net Transcripts Accuracy Warranty is
as set forth in Section 6.0 above. The Accuracy Warranty is the only
warranty made by Net Transcripts with respect to any service or product you
may order by use of this Web Site. The terms and conditions of this User
Agreement are in lieu of any and all other representations and warranties.
NET TRANSCRIPTS MAKES NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES, INCLUDING THOSE OF
MERCHANTIABILITY OR FITNESS FOR ANY PARTICULAR USE,
OTHER THAN THE ACCURACY WARRANTY EXPRESSLY SET FORTH
IN SECTION 6.0 ABOVE.
17.0 MODIFICATION AND INTERRUPTION OF SERVICE
Net Transcripts reserves the right to modify or discontinue this Web Site and
products and services provided by means of this Web Site, and shall give City
as much advanced notice as is reasonably possible. Net Transcripts shall not be
liable for modification or discontinuance of this Web Site and the products and
services provided by means of this Web Site. Upon such discontinuation, NT
shall refund any fees to the City in full if paid in advance or on a pro-rata basis if
for the services currently in progress. NT shall return any all and files and/or
recordings of city which are in the process of being transcribed, translated, or
interpreted.
City of Fort Worth and Net Transcripts,Inc. Execution Copy 4/10/14
Agreement for Professional Services Page 15 of 17
le 1�ra'n'*scrmipts MGS-07F-0333Y
Contract Holder
Since 1988
EXHIBIT A — PRICE LIST
Multiple Speakers, Single Speaker Dictations, Spanish Transcription/Translation
TRANSCRIPTION -O • Q&A PRICING
Per Minute of Audio
m Digital u&,1 Multiple Speakers
Standard (3 business days) $1.84/min
Next Day(1 business day) $2.28/min
ASAP (3-6 hours) $2.51 /min
PRICING I
TRANSCRIPTION - s L/CASE REPORT NARRATIVES
Pe .-. Word
-Farm bigital Audica, Single Speaker Dictation
Standard (1 business day) $0.0114/word
ASAP (3-6 hours) $0.0159/word
TRANSCRIPTION SPANISH - • •
W701"Ctgitl Audio darken in Spanish
Spanish to English Interpretation $8.16/min
Spanish Transcription * $4.08/min
Spanish Translation * $0.1814/word
Please see Foreign Language Service Definitions in the Terms&Conditions below.
VALUE ADDED SERVICES PRICING
Data CD $5.00
.wav, .mp3, .wma, etc.
Standard Audio Conversion $10.00
Cassette/Micro Cassette Tapes
Audio CDs
Standard Format DVD Ripping
Non-Standard Audio Conversion $20.00
Special Player Required
Real Time Video Conversion $20.00
VHS, Special Format DVD, .divx,etc.
Execution Copy 4/10/14
City of Fort Worth and Net Transcripts, Inc . Page 16 of 17
Agreement for Professional Services Revised 11-01-2013
VALUE ADDED SERVICES(continued
Othet" o v ios
Editing Audio Per Customer Request $12.50
Archive Retrieval $29.00
Certified Hardcopy of Transcript(UPS Next Day) $20.00
Transcript Burned to CD (UPS Next Day) $10.00
Cancellation Fee $25.00
Custom Template/Formatting Per Quote
Execution Copy 4/10/14
Page 17 of 17
City of Fort Worth and Net Transcripts, Inc .
Revised 11-01-2013
Agreement for Professional Services