HomeMy WebLinkAbout2015 Voiance Service Agreement'I
VOIANCE
Service Agreement
Voiance party ("Vendor"):
® Voiance Language Services, LLC
7�:::]
5780 North Swan Road, Tucson, A7 8571$
Client name and address:
City of Auburn Washington
25 West Main
Auburn, WA 98001
Additional Client facilities listed on Exhibit F (with the above
address, collectively, "Facilities")
Scrviccs:
Exhibit (Exhibit attached hereto if box is checked):
® A: Telephonic interpretation/over-the-phone interpretation/OPI
❑ A -1: Clearl-inkS Telephones
® B: Document Translation
❑ C. Interpreter Training and Evaluations
❑ D. On -Site Interpretation
® E: Video Remote InterpretationNRI
❑ E — 1: Video Remote Interpreting Equipment
❑ F: Facilities
Voiance Language Services, LLC:
City of Auburn Washingto
By:
By:
Print Name:
Print Name: ! � '
Title:
Date:
Date:
Introduction. In consideration of the mutual promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
I . Formation. "Phis Service Agreement ("Agreement") is formed between Vendor and Client.
2. Services. Pursuant to the terms of this Agreement. Vendor shall provide the Services to Client and to the Facilities.
3. Payment. For the purpose of this Agreement, "receipt of invoice" shall mean the earlier of: (i) the date that Vendor posts
Client's invoice or reasonably similar content to Client's account on Vendor's web portal, or (ii) the date that Client receives
a physical copy of the invoice. Client will be invoiced by CyraCom Intemational Inc. and shall remit payment to CyraCom
International Inc. within thirty (30) days of invoice date. Vendor's preferred method of payment is by any electronic means,
including automated clearing house (ACI-I) payment or wire, however checks and credit cards are accepted. Any third -party
fees incurred by Vendor in the course of receiving or preparing to receive payment from Client, such as athird-party payment
processing service, shall be applied to Client's next invoice, due and payable by Client in accordance with the provisions of
this Agreement. Any payment Client fails to remit to Vendor as provided herein shall incur simple interest on all overdue
amounts at the rate of one and one-half percent (1.5%) every thirty (30) calendar days.
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4. Term and Termination. This Agreement shall commence on the date by which: (i) all Parties have executed this document
("Commencement Date"), and (ii) a copy of the executed document has been delivered to Vendor; and shall terminate three
(3) years from the Commencement Date, unless otherwise provided in this Agreement or sooner terminated as provided
elsewhere in this Agreement. On the initial termination date. and on each successive anniversary of that date, this Agreement
shall renew for one year unless terminated by either party upon written notice of termination to the other party not less than
thirty (30) days' prior to the next date of renewal. The "Termination Date" of this Agreement shall be the sooner of: (i) the
date identified by the terminating party in that party's notice of termination to the other party, or (ii) the date on which
Vendor terminates Client's access to Services. Either party may terminate this Agreement for convenience upon written
notice.
4. 1. Survival, Without Iimiting other provisions of this Agreement, obligations of the following sections shall survive the
termination of this Agreement: 9 (Confidentiality/Prohibited Uses) and 18 (Arbitration).
5. Independent Contractor Relationship. The relationship between the parties is that of independent contractors. Neither
party is an agent, partner or employee of the other party, and neither party has any right or any other authority to enter into
any contract or undertaking in the name of or for the account of the other party, or to assume or create any obligation of any
kind, express or implied, on behalf of the other party, nor will the acts or omissions of either party create any liability for the
other party. This Agreement shall in no way constitute or give rise to a partnership or joint venture between the Parties.
6. 1nsurance. Vendor shall maintain insurance against claims for injury to persons or damage to property that may arise from
or relate to Vendor's performance of Services pursuant to this Agreement. All insurance coverage required by this
Agreement shall be procured from and maintained with duly licensed or approved non -admitted insurers in the State of
Arizona with an "A.M. Best" rating of not less than A- VI1. Upon Client's written request, Vendor shall furnish Client with
copies of certificates of insurance or other forms of verification of coverage, duly signed by an authorized representative of
the respective insurer.
6.1. Vendor shall maintain per -occurrence commercial general liability insurance including bodily injury, property damage,
personal injury, and broad -form contractual liability coverage of not less than the following amounts:
General Aggregate
$2,000,000.00
Products— Comp leted G erations A ggre gate
$2,000.000.00
Each Occurrence
$1.000,000.00
Damage Rented Pro ert)
$1.000,000.00
Medical Expenses
$10,000.00
6.2. Vendor shall maintain coverage for Errors and Omissions and Workers Compensation of not less than the following
amounts:
Errors and Omissions $5.000,000.00
Worker's Compensation $500,000.00
7. Limited Liability. Vendor shall provide Services in a professional and workmanlike manner utilizing translators,
interpreters and/or other language professionals with skills and qualifications that meet or exceed the standards of the
industry. Client understands and agrees that Services are inherently inexact disciplines and some discrepancies may arise
despite Vendor's professional provision of Services. Client releases Vendor from any and all liability, other than liability
that cannot be waived by law, for: (i) non -negligent errors made by Vendor in the provision of Services, and (ii) any failure
of or interruption to Services due to the failure of any telecommunications facilities, gear, infrastructure, and/or similar
equipment beyond Vendor's control. Beyond the limits of its insurance coverage, Vendor shall not be liable to Client For
any direct, indirect, punitive, special, incidental or consequential damage of any kind (including loss of business, revenue,
profits, use, data or other economic advantage) in connection with or arising out of Client's use of Services or any failure to
connect to Services, if applicable, whether in contract or in tort, even if Vendor has been previously advised of the possibility
of such damages. The foregoing limitation on Vendor's liability for damages shall apply even if any exclusive remedy
provided for in this Agreement fails of its essential purpose.
8. Background Checks. Vendor, subject to any federal, state or local laws, rules or regulations which may limit any Vendor
action otherwise required by this section, shall make reasonable and legally permitted efforts, including checking background
and verifying personal information, to determine that no Vendor employee or independent contractor who shall perform any
Services that permit physical, virtual or other access to Client's or its customer's premises, systems, networks or information
Page 2 of 9
at anytime during the term of the Agreement, has been convicted of any felony or misdemeanor less than ten (Id) years prior
to becoming Vendor's employee (unless a lesser time period is required by law) involving violence, sexual misconduct, theft
or computer crimes, fraud or financial crimes, drug distribution or crimes involving unlawful possession or use of a dangerous
weapon. Vendor shall not permit any employee having such a conviction to perform any Services that permit such access
during the term of the Agreement, subject to any federal, state or local restrictions on the consideration of criminal convictions
in making employment decisions, unless in the sole judgment of Client, said conviction has no reasonable relationship to the
employee's fitness or trustworthiness to perform the Services. Vendor shall comply with obligations under this section
through the use of a third party service which shall perform a review of applicable records for those counties, states and federal
court districts in which a proposed Vendor employee has identified as having resided, worked or attended school in the
searched time period. Notwithstanding any of the foregoing, exceptions for individual Vendor personnel may be granted by
Vendor on a case -by -case basis.
9. Confidentiality/Prohibited uses.
9.1. Terms. Neither party shall disclose the terms of this Agreement to any third party without the written consent of the
other party, except: (i) as required by law, court order or governing legal authority, or (ii) for disclosure of the terms
of this Agreement to a party's accountants, attorneys or similar representatives who are bound by an equal or greater
obligation of confidentiality, or to the representatives of any prospective purchaser of a party who is bound by an
equal or greater obligation of confidentiality. This paragraph shall survive indefinitely any termination or expiration
of this Agreement.
9.2. Confidential Information.. All information provided to Vendor by Client or its affiliates, subsidiaries or agents that
is; (i) labeled as confidential and/or proprietary, or (ii) reasonably identifiable as confidential and/or proprietary is
the confidential and/or proprietary information of Client (collectively. "Confidential Information"). Client retains all
rights, title and interest in and to all of the Confidential Information provided to Vendor. Vendor agrees that it will
only use Confidential Information in connection with its performance of its obligations under this Agreement. Vendor
shall take reasonable precautions necessary to safeguard the confidentiality of Confidential Information. Vendor
agrees to immediately notify Client in the event of any accidental loss or unauthorized access, use, disclosure or breach
by it or any of its employees, agents or other permitted users of any Confidential Information. Vendor shall only
disclose Confidential Information in response to the order, requirement or request of a court, administrative agency
or other governmental body of competent jurisdiction, and Vendor shall provide prompt notice of such disclosure to
Client.
9.3. PHI. Vendor shall apply safeguards to Personal Health Information ('`PHI") in conformity with HIPAA and HITECH
requirements.
9.4. Prohibited Uses. The following uses of Services are prohibited: (i) transmission of any message which constitutes
an infringement of any copyright or trademark; (ii) any unauthorized disclosure of a trade secret; (iii) transfer of any
information or technology in violation of any applicable law or regulation; (iv) violation of any telecommunications
law or regulation regarding the use of telephones in interstate or foreign commerce to transmit obscene, threatening,
harassing or other prohibited messages; (v) making libelous or slanderous statement; and (vi) violation of any
applicable statute or government rule, ordinance, law, regulation or similar edict. Client shall indemnify and hold
harmless Vendor for any liability Vendor incurs arising out of or relating to Client's prohibited use of Services. This
indemnity protection shall survive the termination of this Agreement. Without waiving any other remedy available
to Vendor at law or in equity, Vendor may terminate this Agreement at any time following Client's prohibited use of
Services.
I O. Safe Harho r. Vendor agrees that it will fully and accurately satisfy its responsibilities, as provider of the Services, under
the Safe Harbor Regulations relating to program "fraud and abuse" promulgated under the Social Security Act and Medicare
and Medicaid Patient and Program Protection Acts.
11. Disbarment. Vendor warrants that it is not disbarred or suspended, proposed for disbarment or declared ineligible for award
of contracts by any federal agency.
12. Solicitation of Personnel. Neither party shall, directly or indirectly, knowingly solicit, induce, recruit or encourage, or
cause another to solicit, induce, recruit or encourage, any person employed or engaged by the other party, whether as an
Page 3 of 9
employee or independent contractor, to terminate his or her engagement with the other party during the term of this
Agreement and for the one (1) year period following the Termination Date.
13. Marketing and Publicity. Without obtaining prior written consent, no party may use the other party's name, trademarks,
logos and/or service marks without complying with the other party's requirements for such use.
14. Remedies. The remedies in this provision do not replace or otherwise limit the remedies included elsewhere in this
Agreement. Vendor may, at its sole and absolute discretion, terminate this Agreement upon Client's breach or vmlthin ten
(1 a) days of learning of Client's breach. Any decision by Vendor to forego cancellation upon a breach by Client shalt not
constitute a waiver of Vendor's right to terminate due to a subsequent breach by Client.
15. Notices. All notices and communications must be in writing and will be effective upon receipt. Such notices shall be sent
by registered or certified U.S, mail return receipt requested or by a nationally recognized overnight courier service, to the
address set forth for such party herein, marked "Attn: Controller".
16, Entire Agreement. This Agreement represents the complete agreement of the parties and will supersede any and all other
agreements, understandings and representations by and between the parties hereto. The parties agree that this Agreement
represents the joint drafting of the parties. By signing below, the parties represent and warrant that neither is relying on any
promise, guarantee or other statement not contained in this Agreement.
17. Governing Law. The performance of Vendor and Client under this Agreement shall be controlled and governed by the laws
of the State of Arizona, excluding conflicts of law provisions. Jurisdiction and venue for any dispute between Vendor and
Client concerning this Agreement shall rest exclusively within the state and federal courts of Pima County, Arizona. Each
of Vendor and Client hereby waives all defenses of lack of personal jurisdiction and forum non con veniens related thereto.
18. Arbitration. The Parties agree that all controversies, disputes and/or claims arising out of or in any way related to the
interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to III naI and
binding arbitration. The arbitration shall apply Arizona law and shall comply with and be governed by the American
Arbitration Association under its Commercial Arbitration ll.uIes. The prevailing party in any such arbitration shall be entitled
to an award of attorneys' fees, expert witness fees and reimbursement of all reasonable costs and other fees associated with
the arbitration, unless the Parties stipulate otherwise. Judgment on the arbitrator's award may be entered by any court of
competent jurisdiction.
19. 5everability. Should any provision of this Agreement be held invalid or illegal, such invalidity or illegality shall not
invalidate the remainder of this Agreement. Instead, this Agreement will be construed as if it did not contain the illegal or
invalid part, and the rights and obligations of the parties shall be construed and enforced accordingly.
20. Force Majeure. Notwithstanding any other provision of this Agreement, Vendor shall not be liable in any way for any loss,
damage, delay or failure of performance resulting from any cause which is beyond Vendor's reasonable control, including,
but not limited to fire, explosion, lightning, power surges or failures, acts of God and acts or omissions of communications
carriers (including without limitation local exchange companies).
21. Counterparts. This Agreement and any amendments hereto may be executed by the Parties hereto individually or in any
combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one
and the same agreement. Signatures to this Agreement and any amendments hereto transmitted by any electronic means
intended to preserve the original graphic and pictorial appearance of a document, shall have the same force and effect as
physical execution and delivery of the paper document bearing the original signature.
f EXHIBITS BEGIN ON NEXT PAGE]
Page 4 of 9
EXHIBIT A: OVER -THE PHONE (OPI) SERVICES
Vendor shall provide Client (and to the Facilities) with over-the-plione interpretation ("OPI") Services, available twenty-four (24)
hours per day each calendar day for the term of this Agreement, for the languages listed below. Vendor shall provide the following
features and services at no additional charge to Client: (i) Vendor's standard training services and materials; (ii) toll -free over -the -
phone customer support available twenty-four (24) hours per day each calendar day for the term of this Agreement; (iii) on-line
service -usage reporting; (iv) monthly invoices with Vendor's standard granular usage details; and (v) such additional PIN numbers
as Client may reasonably request from time to time.
Client may access Vendor OPI Services using Vendor's telephone interface or Vendor's C1carLink telephones by entering a valid
PIN. If Client is issued 1 800 number(s) for its convenience by Vendor, Vendor shall retain ownership and a right in the 1 800
number(s) and Client agrees that use is limited to Client, its subsidiaries, affiliates or Employees and that Client is responsible for
payment for calls made using these 1800 number(s). Client is solely responsible for the security of Client's PIN cards and
preprogrammed C1eatUnk telephones, as well as for any use of Services arising out of or relating to unauthorized access thereto. If
Client discovers or suspects unauthorized use of Client's PINS, Vendor small promptly disable any such PIN upon Client's request
and issue a replacement PIN,
Languages: All available Vendor languages
Pricing and Fees*:
Interpretation Service Charges — Billed Monthly
OPI Interpretation
Third Party Added to Domestic Call
Third Party Added to International Call
Minimum Service Charge
Activation Fee
Splitters
$ 1.50
Per Minute
$ 0.I8
Per Minute
Varies by Location
Per Minute
Waived
Per Month
Waived
One Time Only
$8.00 Each, Splitter fee applies only if
splitter is added to the phone.
*Pricing is effective as of the later of the Commencement [late or the date h) which all parties have executed the Agreement
and delivered an executed copy to Vendor.
Page 5 of 9
EXHIBIT 8: DOCUMENT TRANSLATION SERVICES
Vendor shall provide document translation Services in the languages specified below. Unless otherwise specified below, the reading
level of the translation shall approximate the reading level of the original document. If any errors or omissions occur. Vendor shall
make reasonable efforts to promptly revise and re -proof translation to the Client's reasonable satisfaction. Vendor's entire liability
and Client's sole and exclusive remedy for damages or loss caused by errors or omissions, whether in contract or in tort, shall be
limited to this revision. Vendor shall complete the Services according to the schedule detailed below.
The below pricing* is available to Client and all Facilities eligible to purchase under this Agreement.
Language
Per Word Elate -
Standard Content -
New Word
Per Word Rate -
100% Translation
Memory Match
Per Word Rate -
Translation Memory
Repeated Text
Per Word Rate -
Fuzzy Translation
Memory Match
$5%-"%
Spanish
$0.18
$0.05
$0.06
$0.12
Albanian
$0.24
$0.06
$0.08
$0.16
Armenian
$0.21
$0.05
$0.07
$0.14
Belarusian
$0.28
$0.07
$0.09
$0.18
Bosnian
$0.26
$0.07
$0.09
$0.17
Bulgarian
$0.26
$0.07
$0.09
$0.17
Chinese (PAC)
$0.18
$0.05
$0.06
$0.12
Croatian
$0.27
$0.07
W09
$0.18
Czech
$0.26
$0.07
$0.09
$0.17
Estonian
$0.28
$0.07
$0.09
$0.18
French
$0.26
$0.07
$0.09
$0.17
German
$0.26
$0.07
$0.09
$0.17
Greek
$0.28
$0.07
$0.09
$0.18
French Canadian
$0.26
$0.07
$0.09
$0.17
Hungarian
$0.26
$0.07
$0.09
$0.17
Italian
$0.23
$0.06
$0.08
$0.15
Korean
$0.26
$0.07
$0.09
$0.17
Latvian
$0.29
$0.07
$0.09
$0.18
Lithuanian
$0.26
$0.07
$0.09
$0.17
Macedonian
$0.29
$0.07
$0.09
$0.18
Polish
$0.26
$0.07
$0.09
$0.17
Portuguese (Brazil)
$0.24
$0.06
$0.08
$0.16
Portuguese (Eur)
$0.26
$0.07
$0.09
$0.17
Romanian
$0.26
$0.07
$0.09
$0.17
Russian
$0.26
$0.07
$0.09
$0.17
Serbian
$0.26
$0.07
$0.09
$0.17
Serbo-Croatian
$0.26
$0.07
$0.09
$0.17
Slovak
$0.28
$0.07
$0.09
$0.18
Slovene
$0.28
$0.07
$0.09
$0.18
Ukrainian
$0.26
$0.07
$0.09
$0.17
Vietnamese
$0.26
$0.07
$0.09
$0.17
Amharic
$0.31
$0.08
$0.10
$0.20
Arabic
$0.27
$0.07
W09
$0.18
Bengali
$0.31
$0.09
$0.10
$0.20
B urmese
$0.31
$0.08
$0.10
$0.20
Cambodian
$0.30
$0.08
$0.10
$0.20
Dari
$0.30
$0.09
$0.10
$0.20
Farsi
$0.30
$0.08
$0.10
$0.20
Gujarati
$0.29
$0.07
$0.10
$0.19
Ilaitian Creolc
$0.31
$0.08
$0.10
$0.20
Hebrew
$0.28
$0.07
$0.09
$0.18
Hindi
$0.28
$0.07
$0.09
$o.18
Khmer
$0.29
$0.07
$0.10
$0.19
Japanese
$0.29
$0.07
$0.10
$0.19
Page 6 of 9
Marathi
$0.29
$0.07
$0.10
$0.19
Punjabi
$0.29
$0.07
$0.10
$0,19
Punjabi
$0.29
$0.07
$0.10
$0.19
Somali
$0.30
$0.08
$0.10
$0.20
Sotho
$0.32
$0.08
$0.11
$0.21
Swahili
$0.32
$0.08
$0.11
$0.21_
Tagalog
$0.29
M07
$0.10
$0.19
Tamil
$0.29
$0.07
$0.10
$0.19
Telugu
$0.29
$0.07
$0.10
$0.19
Thai
$0.28
$0.07
$0.09
$0.19
Turkish
$0.29
$0.07
$0.10
$0.19
Urdu
$0.29
$0.07
$0.10
$0.19
Afrikaans
$0.36
$0.09
$0, l2
$0.24
Azerbaijani
$0.36
$0.09
$0.12
$0,24
Azeri
$0.38
$0. I 0
$0.13
$0.25
Catalan
$0.34
$0.09
$0.11
$0,22
Danish
$0.33
$0.08
$0.11
$0.22
Dutch
$0.30
$0.08
$0.10
$0.20
Finnish
$0.33
$0.08
$0.11
$0.22
Flemish
$0.33
$0.08
$0.11
$0.22
Gaelic
$0.36
$0.09
$0.12
$0.24
Georgian
$0.36
$0.09
$0.12
$0.24
Hmong
$0.36
$0.09
$0.12
$0.24
Icelandic
$0.41
$0,10
$0.14
$0.27
Indonesian
$0.33
$0.08
$0.11
$0.22
Javanese
$0.36
$0.09
$0.12
$0.24
Kannada
$0.36
$0,09
$0.12
$0.24
Kazakh
$0.36
$0.09
$0.12
$0.24
Kyrgyz
$0.36
$0.09
$0.12
$0.24
Kurdish
$0.36
$0.09
$0.12
$0.24
Latin
$0.36
$0.09
$0.12
$0.24
Laotian
$0.32
$0.08
S0.1 1
$0.21
Malay
$0.33
$0.08
$0.11
$0.22
Moldavian
$0.36
$0.09
$0.12
$0.24
Nepali
$0.36
$0.09
$0.12
$0.24
Norwegian
$0.33
$0.08
$0.11
$0.22
Nyanja
$0.36
$0.09
$0.12
$0.24
Pangasinan
$0.36
$0.09
$0.12
$0.24
Pashto
$0.36
$0.09
$0.12
$0.24
Pohnpeian
$0.38
$0. i 0
$0.13
$0.25
Samoan
$0.38
$0.10
$0.13
$0,25
Sinhalese
$0.38
$0.10
$0.13
$o.25
Swedish
$0.33
$0.08
$0.11
$0.22
Chinese (Taiwan)
$0,24
$0.06
$0.08
$0.16
Tajik
$0.36
$0.09
$0.12
$0.24
Tigrinya
$0.36
$0.09
$0.12
$0.24
Trukese
$0.36
$0.09
$0.12
$0.24
Turkmen
$0.36
$0.09
$0.12
$0,24
Uzbek
$0.36
$0.09
$0.12
$0.24
Welsh
$0.38
$0.10
$0.13
$0.25
Yao
$0.36
$0.09
$0.12
$0.24
Yiddish
$0.36
$0.09
$0.12
$0.24
Zulu
$0.38
$0.10
$0.13
$0.25
Volume Discounts Based on Total Words Submitted Per Request
Page 7 oF9
10,000 Words 50,000 Words 100,000 Words 500,000 Words
6% 8% 10% 12%
Other Services Rate Per Hour
Translation Hourly Rate (Review, Glossary Translation) $65.00
Initial Source Language Glossary and Style Guide Creation $65.00
Post -Translation DTP Format and QA Hourly Rate $60.00
Complex Multi-lingual DTP Hourly Rate $60.00
Graphics Localization $70.00
Multimedia Translation Integration $80,00
Project Management (Based on a % of total budget if greater than one hour) $90.00
Project Minimum -Spanish $100.00
Project Minimum - languages other than Spanish $120.00
Additional Service Terms:
• Translation rates above relate to standard content (general informational, consumer -targeted or mildly technical content).
Content of a more complex nature (complex medical, legal, advertising copy or highly -technical) may be subject to a
higher translation rate.
• Work Order detailing scope of service, costs and turnaround timeframe will be issued for each project, subject to Client
acceptance prior to commencing.
■ Minimums are applied per language, per project.
• Documents can be grouped together under a single project.
• Formatting, Desktop Publishing, Post -Graphics Review and Rush charges may apply as determined by Client
requirements.
• Proofreading, Editing and Reviewing Services are available upon request.
■ Prices listed above are for translations from English to the target language.
Client Acceptance:
In accepting the Work Order for any translations project, Client agrees to the terms and conditions contained herein. Additional
work performed or deviation from the Work Order specifications involving additional time due to Client alterations in work
submitted under the basis of the Work Order will be executed upon receiving written/verbal authorization and charged at rates
consistent with this Agreement (an extra charge over and above the original quotation). All verbal authorization must be confirmed
in writing within two (2) hours after receipt of verbal authorization. Rush charges apply according to the requested time frame
upon Client's approval.
All price quotes contained within the Work Order are estimated. Any changes that exceed ten percent (10%) above the quoted price
will be submitted in writing to Client for approval. Faxed copies of this document are binding,
Terms of all quoted Work Orders are valid for thirty (30) days from the date quote was received by Client. If there is no response within
such time period, Vendor will assume the quote is rejected. Vendor will re -quote this project if requested by Client. Clients requiring
more than thirty (30) days for quote review and acceptance must notify Vendor within thirty (30) days from receipt of original quote.
After thirty (30) days prices and availability of translation Services may be subject to change.
*Pricing is effective as of the later of the Commencement Date or the date by which all parties have executed the
Agreement and delivered an executed copy to Vendor.
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EXHIBIT E: VIDEO REMOTE INTERPRETING (VRI) SERVICES
Vendor shall provide Client with video remote interpretation ("VRI") Services with any accompanying tablet mobile unit
("TMU") or cart -mounted real-time video con ferencing unit ("VCU"), detailed below. Client may access Vendor VRI Services
using Vendor's interface with Client's own video equipment, Client's VCUs or Vendor's TMUs by entering a valid PIN. Client
is solely responsible for the security of Client's PIN cards as well as for any use of Services arising out of or relating to
unauthorized access thereto. If Client discovers or suspects unauthorized use of Client's PINS, Vendor shall promptly disable
any such PIN upon Client's request and issue a replacement PIN.
TMU s . Vendor shall provide a successful test of each TMU's connectivity and Vendor's standard instruction in the use of
the TMU in conjunction with VRI Services. Vendor shall provide reasonable over -the -phone technical support for each TMU
at no charge to Client from 9am to 4pm MST (no DST) Monday through Friday, excluding holidays. TMUs are covered under
the manufacturer's warranty, and Vendor does not provide service or repair. Client agrees to pay all shipping costs of TMUs.
VCU(s). Vendor shall provide a successful test of each VCU's connectivity and Vendor's standard instruction in the use of
the VC in conjunction with VRI Services. Vendor shall provide reasonable aver -the -phone technical support for each VCU
at no charge to Client from 9am to 4pm MST (no DST) Monday through Friday excluding holidays. VCUs are covered under
the manufacturer's warranty, and Vendor does not provide service or repair. Client agrees to pay all shipping costs of VCUs.
1. Charges* for VRI: $1.15 per minute
Languages Available 24n:
American Sign Language
Spanish
Arabic
Russian
Other Languages Available upon Request (subject to availability)
Burmese
Korean
Cantonese
Mandarin
Farsi
Nepal i
French
Polish
Haitian Creole
Portuguese & Brazilian Portuguese
Hindi
Somali
Japanese
Vietnamese
Activation Fee per hospitallfaciIity location — First Month Only: $250.40
Vendor reserves the right to update this list from time to time.
*Pricing is effective as of the later of the Commencement Date or the date by which all parties have executed the Agreement
and delivered an executed copy to Vendor.
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