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HomeMy WebLinkAbout6707 DocuSign Envelope ID: 1 E911A35-4F41-4D56-BCA2-30DEO6D5CDFA Language Line Services, Inc. Statement of Work LanguageLine InSight Video Interpreting® Client Name ("Customer"): City of Bremerton VRI Client# (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 INSIGHT VIDEO INTERPRETING 1.1. 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. 1.2. INSIGHT VIDEO INTERPRETING FEES (a) ACTIVATION. Please check the appropriate box below to indicate your choice. El Monthly Service Fee applied per Client Identification number ("CID") 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 ❑ 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 2 Spanish $1.85 3 Other Spoken Languages $1.95 1.3. 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 ©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: 1 E911A35-4F41-4D56-BCA2-30DEO6D5CDFA Language Line Services, Inc. Statement of Work LanguageLine InSight Video Interpreting® (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. 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 1.4. 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 Lang uageLine-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 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 ©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: 1 E911A35-4F41-4D56-BCA2-30DEO6D5CDFA Language Line Services, Inc. Statement of Work LanguageLine InSight Video Interpreting® 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 ("BAA") 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 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 LanguageLine-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 twenty-four(24) 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. ©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: 1 E911A35-4F41-4D56-BCA2-30DEO6D5CDFA Language Line Services, Inc. Statement of Work LanguageLine InSight Video Interpreting® (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. 2. OTHER FEES 2.1. 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. 2.2. 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 2.3. OPTIONAL CUSTOMIZATIONS (a) Report configuration per hour Waived (b) Report maintenance per month Waived (c) Training assistance on site per day per training Waived (d) Training materials development per hour Waived 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. omer LanguageLine Date: 04/30/2024 Date: May z, 2024 �DocuSigned by: Signature: — G`4`of' r y-L, Signature:\--eDC191FC3 7A43C... Name: Charlotte Nelson Name: Bonaventura A. Cavaliere Title: Human Resources Manager 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