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HomeMy WebLinkAboutCAG2024-565 - Original - CAG2024-565 - Language Line Services - 1/1/2025 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: E. Hemmen Police Date Sent: Date Required: > 12/09/2024 12/15/2024 0 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website Budget Account Number: Grant? Yes No�✓ Budget?❑✓ Yes Type: N/A Vendor Name: Category: Language Line Services Contract Vendor Number: Sub-Category: 39527 Supplement Q 0 W Project Name: Language Line Services for the City Master Services Agreement & SOW 3- Project Details: This is an updated Language Line Services contract for the city. It is replacing the orginal contract 0- (CAG2013-1005), the HR contract (HR17-038), and the police contract with Language Line C services to make one contract. 40 IC Basis for Selection of Contractor: E Agreement Q Direct Negotiation � *Memo to Mayor must be attached El A- Start Date: 01/01/2024 Termination Date: clone a Local Business? Yes ✓�No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓❑No CAG2024-565 Comments: The Language line contract is for the whole city. I'm unsure of what budget each department has for their budget. c This Master Services agreement has no cost associated. IM 3 0 Mayor needs to sign on pages 5 & 11 of the packet. a a Date Recto: :City Attorn 12/10/24 Date Routed:Mayor's Offic 12/18/24 City Clerk's Office 12/18/24 adccW22373_1_20 Visit Docunkrits.KentWA.gov to obtain copies of all agreements rev.20221201 Docusign Envelope ID:C172173E-31AC-4580-A2B8-649FECBB028B Language Line Services, Inco Master Service Agreement Customer Name ("Customer"): City of Kent Customer # (if applicable) Language Line Services, Inc. ("LanguageLine") and Customer (together, the "Parties" and each a "Party") agree that the terms and conditions below apply to the Services selected by Customer under this Agreement. TERMS OF SERVICE 1. TERM OF AGREEMENT. This Agreement is the Master Services Agreement for all the services currently offered by LanguageLine as individually identified below (the "Services"). This Master Services Agreement will apply to Services requested now or in the future by Customer and replaces any prior Agreement(s) between LanguageLine and Customer. For each Service requested now or in the future by Customer, the fees and additional terms and conditions for the Service are set out in the applicable Statement of Work for the Service, which, when fully executed, is made a part of this Agreement. If Customer continues to request and receive Services after this Agreement has expired or has been terminated for any reason, this Agreement and the applicable Statement(s) of Work will continue in full force and effect until terminated as provided in Section 12 of this Agreement. Available LanguageLine Services: On-demand interpretation LanguageLine InSight Video Interpreting ° 240+ languages 24/7/365, in seconds LanguageLine PhonesM Interpreting Via phone, video and mobile LanguageLine MobilesM LanguageLine Direct Response Click for On Demand Interpreting Services Telehealth and Virtual Meetings Face-to-face interpretation Onsite Interpreting 130+ languages via onsite or video Virtual Onsite Interpreting Click for Onsite Interpreting Services Translation and Localization 380+ languages Translation Via human, machine translation, automation and Localization other technologies Transcription Clarity® Click for Translation Services Testing and Training 57 languages Testing Training Click for Testing &Trainin Please note that by signing this Agreement, Customer is not agreeing to receive all of the above Service(s), but is only agreeing to receive the specific Service(s) that have been requested from its LanguageLine account executive and made a part of this Agreement in an applicable Statement of Work. 2. PAYMENT TERMS. Customer agrees to pay all undisputed invoiced charges for Services in full within thirty (30) days of the invoice date. Payment can be made by check, ACH, wire, debit card or credit card. Any fees charged by a credit card provider for use of the card will be paid for by Customer. Any disputed charges in an invoice must be identified to LanguageLine within thirty(30)days of the invoice issue date or the right to dispute will be waived by Customer.Amounts subject to dispute once resolved will be (i) credited to Customer on the next invoice (if resolved in favor of Customer) or added to the next invoice (if resolved in favor of LanguageLine) or(ii) as otherwise mutually agreed upon. Invoices will be sent to the most current address or e-mail provided by Customer to LanguageLine, which may be updated by Customer upon written request to CustomerCare@languageline.com. 3. USE OF SERVICES. Customer warrants that it will not (i) resell the Services to any third Parties; however, Customer may charge its own customers, clients or patients for the Services; or (ii) use the ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 1 Docusign Envelope ID:C172173E-31AC-4580-A2B8-649FECBB028B Language Line Services, Inco Master Service Agreement Services in any manner that may violate any applicable law, rule or regulation. Customer and each affiliate will be assigned a Client Identification Number ("CID") for use in ordering Services. Customer shall be solely and fully responsible for charges resulting from the use of these CIDs, whether or not such use is authorized by Customer. 4. CONFIDENTIALITY AND PRIVACY. The Parties agree that during the term of this Agreement and thereafter, neither Party will disclose any of the other's Confidential Information to any third Party and each Party will use the other's Confidential Information only for purposes specifically contemplated by this Agreement. These obligations do not apply to information that is expressly identified by a Party as not being confidential or that is in the public domain. If either Party has been requested to disclose or is required by discovery request in a litigation, subpoena, civil investigative demand, Public Records Request under Ch. 42.56 RCW, or similar process to disclose any such information then that Party so compelled may disclose such information without liability after giving reasonable notice to the other Party promptly to assert whatever objections the other Party desires to prevent such disclosure within such deadlines as are required by the governing statutes, rules or regulations. For purpose of this Agreement, the term "Confidential Information" includes (a) information (including data) identified by a Party as being Confidential Information, (b) personally identifiable personal, financial, health or other personal information protected under a law or regulation, including without limitation HIPAA, Gramm- Leach-Bliley, US federal and state privacy laws,the General Data Protection Regulation (EU)2016/679 (the "GDPR"), and the UK Data Protection Act, (c) the terms and conditions of this Agreement, (d) LanguageLine pricing for its Services, and (e) all of the information provided in any invoices or other non-public documents or in oral communications between the Parties relating to the Services. LanguageLine will not record or monitor any interpretation calls except that some calls may be monitored for training and quality assurance purposes. 5. LANGUAGELINE PERSONNEL. Customer understands and acknowledges that in providing the Services, LanguageLine's linguist workforce consists of its own employees, individual independent contractor linguists and linguists provided through trusted professional linguist staffing agencies (collectively, "LanguageLine Personnel"). All LanguageLine Personnel are subject to LanguageLine's stringent quality control standards, confidentiality and privacy obligations and certification criteria, and LanguageLine is solely responsible for ensuring that the terms and conditions of this Agreement are met by LanguageLine Personnel. Customer hereby consents to the use of all LanguageLine Personnel by LanguageLine. 6. RELATIONSHIP OF PARTIES. The Parties are independent contractors, and nothing in this Agreement will be deemed to place the Parties in the relationship of employer-employee, principal- agent, partners or joint venturers. Each Party will be responsible for paying its own payroll taxes, disability insurance payments, unemployment taxes, employee benefits (if applicable)and other similar taxes, benefits or charges. 7. LIMITED WARRANTIES AND LIABILITY. (a) LANGUAGELINE WILL PERFORM ALL OF THE SERVICES IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS. LANGUAGELINE MAKES NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, OF ANY KIND, AND LANGUAGELINE SPECIFICALLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT INTERPRETATIONS, TRANSLATIONS, AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES AND THAT EVENTS OUTSIDE OF THE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE. 8. INDEMNIFICATION. The Parties each agree to hold harmless and indemnify the other Party and their respective officers, directors, employees, affiliates and agents from and against any claims, causes of action, damages, costs, fees, expenses, settlement or any other form of damage or expense relating to(a)a third Party claim for an intellectual property violation or a breach of Section 4 of this Agreement ("Confidentiality"), (b)a claim by an employee, vendor or agent of one Party asserted against the other Party. LanguageLine will not be liable for intellectual property infringement arising merely from LanguageLine's interpretation or translation of Customer communications or documents, respectively. LanguageLine maintains extensive global insurance coverage for all its Services and all of its ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 2 Docusign Envelope ID:C172173E-31AC-4580-A2B8-649FECBB028B Language Line Services, Inco Master Service Agreement personnel. A copy of the Certificate of Insurance will be supplied to Customer upon request. 9. PUBLICITY. Customer agrees that LanguageLine may use Customer's name and/or corporate logo on LanguageLine's website and marketing materials. 10. ASSIGNMENT. Neither Party may assign this Agreement without the prior written consent of the other Party, except that LanguageLine may assign its right to payment to an affiliated company and, either Party may assign this Agreement to a successor company without consent, provided that the successor company ratifies and assumes this Agreement in its entirety and provides notice of the assignment to the other Party, provided, however, that Customer may not assign this Agreement to any other language services company or portfolio company that owns a 5% or more interest in a language services company. 11. ACQUISITION OR MERGER OF CUSTOMER. If Customer is (a) acquired by or merged into or with an existing LanguageLine customer, or(b)acquires an existing LanguageLine customer,the terms and conditions of this Agreement and that of the other LanguageLine customer, including pricing as set out in the applicable Statements of Work, shall remain unaffected unless the Parties otherwise agree in a signed, written amendment to this Agreement. 12. TERMINATION. Either Party may terminate this Agreement (a) on sixty (60) days' notice for any reason, or(b)(i)on thirty(30) days' written notice of breach if the other Party has not cured the breach in thirty(30) days from receipt of the notice of breach, or(ii) if the breach cannot be cured in thirty(30) days,on the date agreed to by the Parties for cure to be completed. Upon termination of this Agreement for any reason, Customer shall pay the final invoice from LanguageLine within thirty (30) days of its receipt of the final invoice (the "30-day period"). Any disputed charges must be identified by Customer within the 30-day period and the Parties shall use good faith efforts to resolve any disputed charges within the 30-day period and any adjustment paid or credited will be made within thirty (30) days after the dispute has been resolved. 13. ADDITIONAL TERMS. (a) WAIVER OR DELAY.Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. (b) SURVIVAL OF OBLIGATIONS. The obligations of the Party under this Agreement which by their nature should continue beyond the termination or expiration of this Agreement will remain in effect after termination or expiration. (c) NO THIRD-PARTY BENEFICIARIES. Neither this Agreement nor the provision of Services shall be construed to create any duty or obligation on the part of LanguageLine to any third parties, including, without limitation, any persons participating in or the subject of communications for which Services are provided, and except as provided by law, does not provide any third party with any right, privilege, remedy, claim or cause of action against LanguageLine, its affiliates or their respective successors. (d) CHOICE OF LAW. Any action arising out of this Agreement, as well as the validity, construction and interpretation of this Agreement, will be governed by Washington law relating to contracts made in the State of Washington and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. (e) BINDING EFFECT. This Agreement shall be binding upon the Parties hereto, their successors, or assigns, and upon any and all others acting by or through them, or in privity with them, or under their direction. (f) CONSTRUCTION. This Agreement is deemed to have been drafted jointly by the Parties. Any uncertainty or ambiguity shall not be construed against either Party based on the attribution of drafting by either Party. (g) COUNTERPARTS; HEADINGS.This Agreement may be executed in counterparts and as so executed shall constitute one agreement, binding on all Parties. The Headings have no substantive effect and are used merely for convenience. (h) FORCE MAJEURE. A Party is not liable under this Agreement for non-performance or delayed or interrupted performance caused by events or conditions beyond that Party's control if the Party makes reasonable efforts to perform. This provision does not relieve Customer of its obligation to make all payments when due. (i) NOTICES. All notices to be given under this Agreement must be in writing and addressed as follows: (a) to LanguageLine at One Lower Ragsdale Drive, Bldg. 2, Monterey, CA 94930 Attn: Contract ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 3 Docusign Envelope ID:C172173E-31AC-4580-A2B8-649FECBB028B Language Line Services, Inco MW Master Service Agreement Administration, or by e-mail to CustomerCare@languageline.com with a copy to Contracts@languageline.com, and (b)to Customer at the most current address or e-mail provided by Customer to LanguageLine. Any notices sent by overnight courier(such as FedEx, DHL, USPS, etc.), or by first class mail, postage prepaid, is effective upon deposit with the post office or the overnight courier and any notice sent by e-mail shall be effective on the date the e-mail is sent except that any e-mail sent on a weekend or holiday shall be effective on the next business day. 0) COMPLIANCE. Language Line Services, Inc. is an equal opportunity employer and federal contractor. Consequently, as and if applicable, the Parties will abide by the requirements of Title 41 of the United States Code of Federal Regulations (CFR) §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which are incorporated herein by reference.These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, creed, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. If and as applicable, the Parties will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. 14. ENTIRE AGREEMENT. This Agreement, including all addenda, Schedules and Statements of Work, constitute the Parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the Parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each Party. If any provision, or part thereof, in this Agreement is held to be invalid, void or illegal, it shall be severed from this Agreement and shall not affect, impair, or invalidate any other provision, or part thereof, and it shall be replaced by a provision which comes closest to the severed provision, or part thereof, in language and intent, without being invalid, void, or illegal. The person signing this Agreement on behalf of Customer certifies that such person has read, acknowledges, and understands all of the terms and conditions, and is fully authorized to execute this Agreement on behalf of and bind the Customer to all its terms and conditions. Both Parties agree the delivery of the signed Agreement by facsimile or e-mail or use of a facsimile signature or electronic signature or other similar electronic reproduction of a signature shall have the same force and effect of execution and delivery as the original signature, and in the absence of an original signature, shall constitute the original signature. Customer LanguageLine Date: 12/17/2024 Date: DecemberDouS19e�n4 Signature_, Signature: bl�a a t VY � BDC191FC317A43C... Name: Dana Ralph Name: Bonaventura A. Cavaliere Title: Mayor Title: CFO ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION-REV 3.1.23- 4 Docusign Envelope ID:88C22DD6-DE3E-4CF2-8910-4D536B6BC505 Language Line Services, Inc. Statement of Work MW LanguageLine® Phones" and InSight Video Interpreting® Customer Name ("Customer"): City of Kent Customer#(if applicable): This Statement of Work is subject to the Master Service Agreement between Customer and Language Line Services, Inc. ("LanguageLine").This document is the sole document that reflects pricing for these services and must be signed by an authorized representative from the Customer. Pricing is only approved upon a signature by an authorized officer of LanguageLine. Pricing changes, if any, will be reflected on next month's invoice. 1. LANGUAGELINE PHONE INTERPRETING 1.1. SCOPE OF WORK (a) DESCRIPTION OF SERVICES. LanguageLine will provide qualified and trained interpreters for Phone Interpreting to facilitate effective communication between Customer's service providers and Limited English Proficient (LEP) individuals by converting spoken language statements between English and another language. (b) SERVICE DELIVERY. Services are delivered on-demand via telephone, as initiated by Customer's service providers and invoiced monthly following service delivery. Services are available twenty-four (24) hours a day; seven (7) days a week; 365 days a year, including holidays, in over 240 spoken languages. 1.2. PHONE INTERPRETING FEES (a) INITIAL ENROLLMENT including Client Identification ("CID")service accounts....... Waived (b) ADDITIONAL SERVICE ACCOUNTS after initial enrollment, per CID.......................Waived (c) MONTHLY MINIMUM per CID ....................................................................................Waived (d) PLATFORM ACCESS FEE per call ............................................................................Waived (e) THIRD PARTY DIAL OUT FEE per call ......................................................................Waived (f) TELECOMMUNICATION SURCHARGE in accordance with the Telecommunications Act of 1996 .............................................................................................................................Waived (g) OPTIONAL INTERPRETER APPOINTMENT AT SPECIFIC TIME. See 1.2(h) for Per Minute Usage Fees. No additional fees apply to schedule an interpreter appointment. Cancellation fee for any cancelled or missed appointment ........................................$200.00 (h) PER MINUTE USAGE FEES for LanguageLine Phone and InSight Audio Interpreting Language Languages Per Minute Charge Tiers 1 Spanish $0.74 2 Chinese (Mandarin and Cantonese), French, Japanese, Korean, $0.74 Russian, and Vietnamese 3 Armenian, German, Haitian Creole, Italian, Cambodian (Khmer), $0.74 Polish, and Portuguese 4 Farsi, Tagalog, Thai, Urdu, and all other languages $0.74 1.3. PHONE INTERPRETING EQUIPMENT (a) OPTIONS AND DEFINITIONS. Equipment purchase and lease options are available for the equipment identified below for use with the Phone Interpreting services. All Equipment requests must be submitted in writing over the term of this Agreement and the appropriate fees will apply. (b) PHONE INTERPRETING EQUIPMENT LEASE FEES.A monthly lease fee per unit applies, and the Equipment remains the property of LanguageLine. The monthly fee covers the cost of equipment programming and providing any necessary replacements and maintenance. 1 SolutionTM Analog Dual Handset Phone .......................................................................$4.50 1Solution Dual Handset IP Phone.................................................................................$12.50 ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 1 Docusign Envelope ID:88C22DD6-DE3E-4CF2-8910-4D536B6BC505 Language Line Services, Inc. Statement of Work MW LanguageLine@ Phones" and InSight Video Interpreting@ Panasonic@ Cordless Phone with Dual Handsets........................................................$10.50 (c) PHONE INTERPRETING LEASED EQUIPMENT ADDITIONAL TERMS. Upon the termination of the Agreement, Customer shall, at its cost, return the Equipment to Language Line Services within thirty(30)days following the termination date. Customer acknowledges that ownership of the Equipment remains with Language Line Services, and that the Equipment must be returned upon the termination of the Agreement. If Customer fails to return the Equipment to Language Line Services within the 30-day period, Language Line Services may invoice Customer $175.00 per each equipment item not returned and Customer agrees to pay that invoice within thirty(30) days of the invoice date. (d) PHONE INTERPRETING EQUIPMENT PURCHASES.The following Equipment is available for purchase from LanguageLine during the life of the agreement. Upon depletion of current Equipment models and release of new Equipment models, updated pricing will automatically apply. The customer will be notified of the price increase and new equipment models. Purchased equipment is covered by a one-year replacement warranty from the manufacturer. Standard rates at the time of purchase will apply. If applicable, proof of sales tax exemption must be provided to TaxDepartment@languageline.com and Activations@languageline.com. Details will be available from your Account Executive. 1Solution Analog Dual Handset Phone.........................................................................$60.00 1Solution Dual Handset IP Phone...............................................................................$150.00 Panasonic Cordless Phone with Dual Handsets...........................................................$85.00 PanasonicHeadset.......................................................................................................$25.00 Handsets .......................................................................................................................$10.00 Handset Splitters (price per unit).....................................................................................$6.00 Wall Splitters (price per unit)...........................................................................................$6.00 2. LANGUAGELINE INSIGHT VIDEO INTERPRETING 2.1. SCOPE OF WORK (a) DESCRIPTION OF SERVICES. LanguageLine will provide qualified and trained interpreters for InSight Video Interpreting to facilitate effective communication between Customer's service providers and Limited English Proficient (LEP) individuals by converting spoken or signed language statements between English and another language. Equipment purchases are optional. (b) SERVICE DELIVERY. Services are delivered on-demand via a native iOS or Android Application (the "App") or a Mac/PC using a Chrome, Edge, or Firefox browser. Each call has full end-to-end encryption ensuring privacy. Services are available 24/7 for ASL, Spanish, Mandarin, Arabic, Polish, Cantonese, French, Korean, Portuguese, Vietnamese and Russian, and during business or extended business hours for 30 or more additional languages of lesser diffusion. 2.2. INSIGHT VIDEO INTERPRETING FEES (a) ACTIVATION. Please check the appropriate box below to indicate your choice. ❑ Monthly Service Fee applied per Client Identification ("CID") service account based on the total number of activated devices: Up to 10 Activated Devices ...............................................................................$30.00/month Up to 100 Activated Devices ............................................................................ $75.00/month 101+Activated Devices....................................................................................$200.00/month OR 0 One-time Activation Fee applied per Customer for unlimited activated devices.............. . ............................................................................................................$2,500.00/one-time fee (b) PER MINUTE USAGE FEES for LanguageLine InSight Video Interpreting Language Languages Per Minute Charge Tiers 1 Sign Language $2.95 ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 2 Docusign Envelope ID:88C22DD6-DE3E-4CF2-8910-4D536B6BC505 Language Line Services, Inc. Statement of Work MW LanguageLine® Phones" and InSight Video Interpreting® Language Languages Per Minute Charge Tiers 2 Spanish $1.85 3 Other Spoken Languages $1.95 2.3. INSIGHT VIDEO INTERPRETING EQUIPMENT (a) OPTIONS AND DEFINITIONS. Equipment purchase ("Customer-Owned") and lease ("LanguageLine-Owned") options are available for the equipment identified below for use with InSight Services (collectively, the "Equipment"). All Equipment requests must be submitted in writing over the term of this Agreement and the appropriate fees will apply. LanguageLine-Owned: Leased by the Customer from LanguageLine. Customer-Supplied: Purchased by the Customer from a supplier other than LanguageLine. Customer-Owned: Purchased by the Customer from LanguageLine. (b) INSIGHT EQUIPMENT LEASE FEES. A monthly lease fee per unit applies, and the Equipment remains the property of LanguageLine ("LanguageLine-Owned"). iPad and LanguageLine Rolling Cart .................................................................$75.00/month iPad and Table Top Stand..................................................................................$45.00/month (c) INSIGHT EQUIPMENT PURCHASES. The following Equipment is available for purchase from LanguageLine during the life of the agreement ("Customer-Owned"). Upon depletion of current Equipment models and release of new Equipment models, updated pricing will automatically apply. The customer will be notified of the price increase and new equipment models. Purchased Equipment is covered by the following replacement warranties from the manufacturers: (i) iPads: 1-year; (ii) LanguageLine Rolling Cart: 3 years standard warranty, plus an additional 1 year on all mechanical items except wheels; and (iii)Table Top Stands: 1-year. Standard rates at the time of purchase will apply. If applicable, proof of sales tax exemption must be provided to TaxDepartment@languageline.com and Activations@languageline.com. Details will be available from your Account Executive. 32GB 8th Generation iPad (10.2-inch, Wi-Fi Only)with Screen Protector(iPad Model: MHNG3LL/A or MYLA2VC/A)..............................................................................$425.00 128GB iPad Pro (12.9-inch, Wi-Fi Only)with Screen Protector(iPad Model: MY2J2LL/A)......................................................................................................$1,250.00 10.2-inch Screen Protector(Model: SP-AGF-APL-ID2019-2 or AWV102GL).............$15.00 12.9-inch Screen Protector(Model: AWV330GL)........................................................$40.00 LanguageLine Rolling Cart with 10.2-inch LanguageLine TrueSoundSM (Model: 478- 00197)...............................................................................................................$1,195.00 Table Top Stand with Enclosure (Models: 303W75-LL/185-01065, 303W299PSENW-LL or 303W290SENW-LL)............................................................................................$275.00 Table Top Stand without Enclosure (Models: 303W-LL or 303W75-LL) ...................$145.00 LanguageLine TrueSound®Enclosure for 10.2-inch iPad (Models: 185-00999 or 185- 01064)..................................................................................................................$195.00 12.9-inch Non-TrueSound iPad Enclosure (Models: 290SENW-LL or 299PSENW- LL)........................................................................................................................$130.00 2.4. ADDITIONAL TERMS AND CONDITIONS FOR INSIGHT VIDEO INTERPRETING (a) TERMS REGARDING SOFTWARE APPLICATION. The InSight video interpretation Services(the"Services")are provided by LanguageLine through a proprietary desktop and/or tablet Application owned by LanguageLine (the "App"). The App must be downloaded by Customer to Customer-Supplied or Customer-Owned devices to use the Services (see Subsection (g) below for additional terms). The App is pre-installed and configured on LanguageLine-provided leased Equipment (see Subsection (h) below for additional terms). Customer agrees(a)that it will not make any copies of the App or attempt to reverse engineer it or make any changes to it; (b) that it will only download the App onto any iPad, tablet, or other digital computer device that is (i) Customer-Owned, (ii) LanguageLine-Owned, or (iii) purchased by Customer from an authorized seller of such devices, excluding other language ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 3 Docusign Envelope ID:88C22DD6-DE3E-4CF2-8910-4D536B6BC505 Language Line Services, Inc. Statement of Work MW LanguageLine® Phones" and InSight Video Interpreting® services providers. Further, Customer will not use any iPad, tablet, or other digital computer device on which the InSight App is installed with any equipment provided by other language service providers; and (c) that the following uses of the Services are prohibited: the transmission of any message or other material which constitutes an infringement of any third party copyright or trademark; an unauthorized disclosure of a trade secret; the transfer of information or technology abroad in violation of any applicable export law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended, 47 U.S.C. Section 223,or other criminal prohibitions regarding the use of telephonic or video devices to transmit obscene, threatening, harassing or other messages specified therein; a libelous or slanderous statement;or a violation of any other applicable statute or government regulation. (b) INTELLECTUAL PROPERTY. Customer acknowledges and agrees that all rights including copyright throughout the world in the App, in the LanguageLine TrueSound, Notepad TM InSight, and Interpreter on Wheels trademarks (collectively, the "Trademarks"), and in the issued patents and pending patents relating to the Equipment, are exclusively owned by LanguageLine, and that neither this Agreement, nor Customer's use of the Services,the App or the Equipment grants to Customer any right, title, or interest in or to the Services, the Equipment, the App, the Trademarks, or any of the other technology, systems, processes or other aspect of the Services, including but not limited to any intellectual property rights therein (collectively, the"LanguageLine Properties"). Customer expressly agrees that it shall not assert any rights in any of the LanguageLine Properties, or challenge LanguageLine's rights in or the validity of any of the LanguageLine Properties in any country, nation, or jurisdiction in the world, and Customer agrees that it shall not directly or through others copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the App, or any aspect thereof. Customer agrees that this Paragraph shall survive the expiration of this Agreement and will continue to apply after the Agreement ends. (c) ENCRYPTION. Encryption is built into the App and the Services platform, ensuring the security of the live video as it traverses the Internet. This encryption allows LanguageLine to fulfill its obligation under any Customer Business Associate Agreement("BAX)with respect to the Services. LanguageLine does not record any phone or video calls and therefore has no record of the call content.With respect to the App's electronic Notepad TM function, written information relayed during the call is encrypted.As with the live video, no recording or storing is made of information written on the Notepad TM and therefore this information cannot be retrieved after the call's completion. (d) RESPONSIBILITY FOR UNAUTHORIZED USE. Customer will safeguard its use of the Services against use by unauthorized persons and will be responsible for charges resulting from use of its Services, whether or not such use is authorized. (e) AVAILABILITY OF SERVICES. The Services may not be available at all times due to interruptions, technical problems, and/or system upgrades and maintenance. All interpreters provided in conjunction with the Services may not be available at all times and interpreters will be assigned solely by LanguageLine. (f) QUALITY CONTROL. Customer acknowledges that LanguageLine from time to time will monitor calls made through the Service for purposes of quality control. (g) PURCHASED EQUIPMENT ADDITIONAL TERMS (applies to the InSight App with Customer-Owned Equipment option only): Customer agrees that(a)the TrueSound patented technology and related audio equipment will not be used with any non-LanguageLine equipment/devices, and (b) the Equipment purchased from LanguageLine will not be used with or for any non-LanguageLine language interpretation services (including software and Apps). (h) LEASED EQUIPMENT ADDITIONAL TERMS: Under this option, LanguageLine will lease Equipment mutually agreed upon by LanguageLine and Customer for the duration of this Agreement for a monthly fee. The Parties acknowledge and agree that this Equipment remains the sole property of LanguageLine and will be returned to LanguageLine, undamaged, upon termination of this Agreement, unless superseded by a purchasing agreement. The Parties agree that the Equipment will be used for the sole and exclusive purpose of the Services and may not be configured, fixed and/or altered for any other ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 4 Docusign Envelope ID:88C22DD6-DE3E-4CF2-8910-4D536B6BC505 Language Line Services, Inc. Statement of Work MW LanguageLine® Phones" and InSight Video Interpreting® purpose without express prior written consent from LanguageLine. Customer may not use any leased Equipment or the InSight App with any equipment, app, software or language services provided (through purchase, lease or otherwise) by a language services provider other than LanguageLine. LanguageLine will enroll LanguageLine-Owned iPads in LanguageLine's MDM (Mobile Device Management) system. As a condition of the lease on Lang uageLine-Owned Equipment, location services must be enabled "on" at all times, with "Always Allow Location Access" selected within the Hub application. Customer agrees that Equipment will be kept only at the Customer locations listed in this Agreement, or as otherwise mutually agreed by LanguageLine and Customer in writing. From time to time, upon seventy two (72) hours' notice to Customer, LanguageLine, during a Customer's regular business hours, may enter the Customer's premises where the Equipment is located to inspect and maintain Equipment. Customer hereby agrees to such inspection by LanguageLine and agrees to provide such support and cooperation as is requested by LanguageLine. Customer assumes and bears all risk of loss and/or damage of Equipment, other than normal wear and tear, from the time that Equipment is delivered until returned to LanguageLine following the expiration of this Agreement. Customer will be charged and agrees to pay for any lost, stolen, or damaged Equipment. LanguageLine reserves all rights and remedies to re-take possession of the Equipment if Customer fails to pay any undisputed invoiced amounts owed hereunder. (i) LIMITED WARRANTIES FOR EQUIPMENT. LanguageLine warrants that Equipment shall be free from defects in materials and workmanship, except that all warranties are waived if (i)the Equipment has been altered or modified or the App, Equipment or components thereof are used other than as authorized under this Agreement, or(ii)the Equipment has been used by a person or entity other than the Customer or other permitted users. LANGUAGELINE DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING ALL IMPLIED AND EXPRESS WARRANTIES OF EVERY KIND AND NATURE. Customer agrees that the sole and exclusive remedy for breach of warranty, damages or loss relating to Equipment is limited to the repair or replacement of the Equipment. Customer waives any and all legal claims for damages in connection with the Equipment. 3. OTHER FEES 3.1. FINANCE FEE. Finance fee is applied to any past due balance. Interest will accrue from the date on which payment is due at a rate equal to the lesser of 1.5%per month or the maximum permitted by applicable law. 3.2. OPTIONAL PAPER INVOICE. Electronic invoices are provided at no charge. Paper invoice fee is applied if a paper invoice is required by the Customer...........................................................$1.75 3.3. OPTIONAL CUSTOMIZATIONS (a) Report configuration per hour $250.00 (b) Report maintenance per month $30.00 (c)Training assistance on site per day per training $500.00 (d) Training materials development per hour $179.00 ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com•CONFIDENTIAL INFORMATION•REV 3.1.23• 5 Docusign Envelope ID:88C22DD6-DE3E-4CF2-8910-4D536B6BC505 LanguageStatement of Work MW LanguageLine® Phones ' and InSight Video Interpreting® The person signing this SOW on behalf of Customer certifies that such person has read, acknowledges, and understands all of the terms and conditions, and is fully authorized to execute this SOW on behalf of and bind the Customer to all its terms and conditions. Both Parties agree the delivery of the signed SOW by facsimile or e-mail or use of a facsimile signature or electronic signature or other similar electronic reproduction of a signature shall have the same force and effect of execution and delivery as the original signature, and in the absence of an original signature, shall constitute the original signature. If- Language Date: 12/17/2024 Date: December 6, e024 e I 56VAVU4WX Dwzcm Signature � � Signature: BDc191Fc317A43C... Name: Dana Ralph Name: Bonaventura A. Cavaliere Title: Mayor Title: CFO ©2023 Language Line Services,Inc.•1 Lower Ragsdale Drive,Bldg.2•Monterey,CA 93940•www.LanguageLine.com-CONFIDENTIAL INFORMATION-REV 3.1.23- 6