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HomeMy WebLinkAboutP-25-136 Master Agreement.pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet•Graphics• Purchasing •Security•Technology O� 185�O ORES MASTER PROCUREMENT AGREEMENT Agreement Number P-25-136 June 20, 2025 The County of Fresno (County) hereby contracts with various vendors (Contractors)to provide Indigenous languages interpretation &translation services in accordance with the text of this agreement, Attachment"A", and the vendor's corresponding Attachment, by this reference made a part hereof. TERM: This Agreement shall become effective April 25, 2025 and shall remain in effect through April 24, 2028. EXTENSION: This Agreement may be extended by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in the vendor's corresponding Attachment attached, at the rates set forth in the vendor's corresponding Attachment. ORDERS: Orders will be placed on an as-needed basis by County of Fresno, Department of Behavioral Health under this contract and in accordance with Master Agreement Attachment A- Vendor Selection Procedure for Translation Request Fulfillment. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Master Agreement be in excess of thirty-seven thousand dollars ($37,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 "The County of Fresno is an Equal Employment Opportunity Employer. PROCUREMENT AGREEMENT NUMBER: P-25-136 Page 2 June 20, 2025 INVOICE TERMS: Net forty-five (45)days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall P-25-136 Master Agreement_.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Page 3 June 20, 2025 purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health —Attention Plan Administration, 1925 E Dakota Ave, Fresno, CA 93726, or electronically to DBHPlanAdmin@fresnocountyca.gov with a copy to the assigned County's DBH Staff Analyst, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. P-25-136 Master Agreement_.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Page 4 June 20, 2025 Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractors and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding the Contractor's corresponding Attachment); (2) the Contractor's corresponding Attachment. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning your corresponding signature page of this Agreement to my office via email or USPS. P-25-136 Master Agreement_.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Page 5 June 20, 2025 Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Analyst, at(559) 600-7110 or CLONH@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Riley Blckbur Riley Blackburn Date:2025.062715:42:09a0700n Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-25-136 Master Agreement_.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Page 6 CONTRACTOR TO COMPLETE: Company: Centro Binacional Para El Desarrolo Indigena Oaxagueno (CBDIO) Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership Corporation ❑ General Partnership 2911 Tulare Street Fresno CA 93721 Address City State Zip (559)499-1178 administration@centrobinacional.org TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Nayamin Martinez, Board President Chris Scheneider, Treasurer Title: Print Name &Title: Signature: Signature: r P-25-136 Master Agreement.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Page 7 CONTRACTOR TO COMPLETE: Company: Hanna Interpreting Services, LLC Type of Entity: ❑ Individual 1� Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 3322 Sweetwater Springs Blvd., Ste 204 Spring Valley CA 91977 Address City State Zip 855-777-8007 619-741-0017 info@hannais.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Tom Hanna, President Title: Print Name &Title: Scott T. Swanson, SVP - Sales Signature: Signature: P-25-136 Master Agreement_.docx Page 8 PROCUREMENT AGREEMENT NUMBER:P-25-136 CONTRACTOR TO COMPLETE: Company: "I I w-,l Type of Entity: El Individual Limited Liability Company Sole Proprietorship ❑ Limited Liability Partnership Corporation ❑ General Partnership Address City State Zip -7 - �4) mijv-fecc— eci-j TELEPHONE NUMBER FAx NUMBER E-MA"DDRESS Print Name & _Cr Title: 1r77C L C Print Name &Title: Signature: r Signature: ACCOUNTING USE ONLY ORG No.: 56302065 Account No.: 7295 Requisition No.: 5632510101 (7/2024) P-25-136 Master Agreement.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Master Agreement ATTACHMENT 'A" Vendor Selection Procedure for Translation Request Fulfillment Selection of vendor to fulfill a translation request shall be based on the following criteria in the specific order that follows: 1. Capability to provide translation services in the required language 2. Capability to provide translation services in the required delivery method 3. Lowest cost for translation service in the required delivery method 4. If the vendor is available and able to complete the requested job in the time frame needed, that vendor will do so. 5. In the circumstance that a selected vendor is not able to fulfill the request for a translation within the required time frame, the Department will move on to the second lowest cost vendor on the list and so on. P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Binational Center for the Deve%meat of Oaxacan Indigenous Communities -Attachment A C E N T R O b I N A L I O N A L P A R R E L INDIGENA OAXAQUENO BINATIONAL CENTER FOR THE DEVELOPMENTV>DFSARROLLO AXACAN INDIGENOUS COMMUNITIES Policy and fees for Indigenous Language Interpreting Services 2024 Available languages and variants: • Mixteco Bajo/Alto •Triqui Bajo/Alto • Zapoteco Alto • Chatino •Amuzgo • Pur6pecha/Tarascan •Tlapaneco Over the Phone: •Telephonic interpreting services are provided Monday-Friday from 8:00 am to 5:00 pm depending on the availability of the interpreter.When possible,it is strongly recommended to request services at least 24 hours in advance. Via Zoom/video call: • We require a 24 hour notice to provide a Zoom/Video call interpreting service. • Zoom/video call may not always be available. In Person: •We require a 72-hour notice to provide in person interpreting services. • Interpreting services that require travel outside of our side of operation should be scheduled at least one week in advance.The agency requesting interpreting services must arrange for and cover all travel and lodging for the interpreter. Mileage is charged at the prevalent rate established by the IRS. • We require notification of cancellation for out of area interpreting services 24 hours prior to the scheduled appointment In the event of a cancellation,the agency will be billed as stated on the cancelation fees. P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Binational Center for the Development of Oaxacan Indigenous Communities -Attachment A. CENTRO BINACIONAL PARA EL DL5ARROLLOINOIGENAOAXAQUEND BINATIONAL CENTER FOR THE DEVELOPMENTI � OF OAXACAN INDIGENOUS COMMUNITIES Fees & Rate for Indigenous Interpreting Services 2024 Type of Services Cost Interpreting by Phone $4.00 per minute With a minimum of 30 minutes Via Zoom/Video Call Interpreting $100 per hour With a minimum of 2-hours In-Person Interpreting $150 per hour With a minimum of 2-hours(within 20 miles from our office) $200 per hour With a minimum of 2 hours (Farther than 20 miles from our Office) **$600 per half day (up to four hours) **$1,200 per full day (up to eight hours) Mileage charged at the prevalent rate established by the IRS. Fees Voice/Video recording in $150 per hour Indigenous Language With a minimum of 2 hours Certification for audios/videos $150 dollar recording in Indigenous Languages **CourtorLegal fees only atthis rate P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Binational Center for the Development of Oaxacan Indigenous Communities -Attachment A. CENTRO BINACIONAL PARA EL DESARROLLOINDIGENAOMAQUENO BINATIONAL CENTER FOR THE DEVELOPMENT OF OAXACAN INDIGENOUS COMMUNITIES Instructions to request Indigenous Interpreters 1.Before malting a request for service,please have the following information if possible. • Name of town,District or nearest Municipality of recipient,if possible. • Individuals might not know if the variation is'Alto"or"Bajo",for example Mixteco Alto or Mixteco Bajo.Our office can figure it out if we get the name of at least the district's name. 2. • Contact:Veronica Chavez at Office: (559)499-1178 or Direct: 559-840-9384 Scheduling Email:veronica0centrobinacional.org for scheduling and Quotes. CC Rigoberto Hernandez RiEObertO@centrobinacional.orLj •Any further question please contact information above *NOTE* If individuals seem to be hesitant to ask for interpretation,try telling them thatyou have access to interpreters who speak Mixteco and/or Triqui.Also,you might want to add thatyou have come across different languages in the field thatyou work in. CENTRO B INACIONAL PARA ELA6=rs DESARROLLO INOIGENA OAXAQUENO BINATIONAL CENTER FOR THE DEVELOPMENT I`�` OF OWCAN INDIGENOUS COMMUNITIES In person Interpreting Cancelation terms and fees: •Any cancellation and/or reschedule notice of less than 24 hours will be billed at least a 2-hour minimum. • Recipient no shows are also billed at least the 2-hour minimum,or the time scheduled if more than 2 hours.The interpreter shall wait for up to 30 minutes for P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Binational Center for the Development of Oaxacan Indigenous Communities -Attachment A. the recipient before leaving the assignment. • Should the interpreter travel more than 30 miles to a designated location and the client does not show up for their appointment time,CBDIO will bill for schedule assignment. • Interpreter no shows will not be billed. • In the event that CBDIO is required to change a booking due to Interpreter unavailability,CBDIO will make every effort to replace the Interpreter with a suitable alternate.In the event that a suitable alternate cannot be found,the assignment will be canceled by CBDIO and the Agency will not be billed. Over the Phone Interpreting Cancelation terms and fees: •Any cancellation and/or reschedule notice of less than 24 hours will be billed at least a 15 minutes minimum. • Technical issues and/or failure such as disconnect call or drop and audio problems will still be billed the minimum 15 minutes. • Recipient no shows are also billed at least the 15 minutes minimum,or the time scheduled if more than 1 hour.The interpreter shall wait on hold for up to 15 minutes for the recipient before hanging up and leaving the assignment • Interpreter no show will not be billed. • In the event that CBDIO is required to change a booking due to Interpreter unavailability,CBDIO will make every effort to replace the Interpreter with a suitable alternate.In the event that a suitable alternate cannot be found,the assignment will be canceled by CBDIO and the Agency will not be billed. C E N T R o B I N A C I 0 N A L PA R A E L DESARROLLO INDIGERA OAXAQU£AO BINATIONAL CENTER FOR THE DEVELOPMENT I�I OF QAXACAN INDIGENOUS COMMUNITIES Via Zoom/Video call Interpreting cancellations terms and fees: •Any cancellation and/or reschedule notice of less than 24 hours will be billed at least a 2-Hour minimum. • Technical issues and/or failure such as disconnect call or drop,and audio problems will still be billed the minimum 2-Hour. P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Binational Center for the Development of Oaxacan Indigenous Communities -Attachment A. • Recipient no shows are also billed at least the 2-Hour minimum,or the time scheduled if more than 2-hour. • The interpreter shall wait on hold for up to 30 minutes for the recipient before hanging up and leaving the assignment. • Interpreter no show will not be billed. • In the event that CBDIO is required to change a booking due to Interpreter unavailability,CBDIO will make every effort to replace the Interpreter with a suitable alternate.In the event that a suitable alternate cannot be found,the assignment will be canceled by CBDIO and the Agency will not be billed. P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Hanna Interpreting Services LLC-Attachment A. wnanna EXHIBIT A DOCUMENT TRANSLATION Service Type Language Rate Minimum Fee Human Translation&Proofreading TR Indigenous Language Translation $0.30/word $100.00 OTHER Rush Fees' ��l0% 101 7� Regular dard Document Translation Turnaround Time:3 business days(avg. 3,000 words per language per day) Hours Minimum Fee shall apply to projects submitted between 8 AM-5 PM PST, Monday—Friday. ON-DEMAND OVER • • •- Service Type Language Rate Minimum Min.Total Offshore OPI Indigenous Language Interpretation $0.89/min 1 $0.89 Onshore OPI Indigenous Language Interpretation $0.99/min 1 $0.99 •N-DEMAND VIDEO-REMOTE INTERPRETATI Service Type Language Rate Minimum Min.Total Offshore VRI Indigenous Language Interpretation $1.49/min 1 $1.49 Onshore VRI Indigenous Language Interpretation $1.99/min 1 $1.99 CONSECUTIVERegion B-PRE-SCHEDULED • • Service Type Language Rate Minimum Minimum Total OPI/VRI Indigenous Language Interpretation $90.00/hr 1 $90.00 OPI/VRI Rush Fees(W/in 24 hrs) 10% 10% 10% OPI/VRI Evenings&Weekends Fees 10% 10% 10% Page 4 GenV01312025 P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Hanna Interpreting Services LLC-Attachment A. rohanna Translation Services • Human Translation with Proofreading:A human translation followed by a second linguist reviewing for accuracy,fluency, and consistency. Interpretation Services • On-Demand Over-the-Phone Interpretation(OPI): Instant access to interpreters via phone for unscheduled language assistance. • On-Demand Video Remote Interpretation(VRI):Immediate video-based interpretation accessible on smartphones, computers,or tablets. • Pre-Scheduled Consecutive Interpretation(Qualified): Interpretation where the speaker pauses after a few sentences, allowing the interpreter to convey the message. Ideal for small meetings and one-on-one interactions. • Pre-Scheduled Consecutive Interpretation(Medically Certified):Consecutive interpretation by medically trained and certified interpreters for healthcare settings,ensuring compliance with medical standards. P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Hanna Interpreting Services LLC -Attachment A. rohanna Document Translations,Transcription/Closed Captioning,&Alternative Formats Cancellation Policy:Client may not cancel a document translation request once a quote has been approved by the client representative. On-Demand Interpretation(OPI&VRI) Cancellation Policy:Client may cancel a telephone interpretation without penalty any time prior to being connected to the interpreter. Billing Increments:Additional time after the minimum shall be billed in one(1)minute increments. Pre-Scheduled Consecutive Interpretation(In-Person,OPI,VRI) Cancellation Policy:All assignments must be canceled during normal business hours(8:00 a.m.—5:00 p.m.)and no less than twenty-four(24)hours prior to the assignment date and time to avoid being charged the entire estimated duration of the assignment.Cancelling services must be done through the company, not the individual interpreter.A Consumer or Third Party no-show that results in a cancelled assignment shall be classified as a late cancellation and billed for the entire estimated assignment duration. Billing Increments:Additional time after the minimum shall be billed in fifteen(15)minute increments. Requests estimated to exceed the minimum hours shall be billed for the estimated duration. Consumer Privacy and Exclusivity:Unless negotiated prior to the appointment or in an addendum to this master contract,all appointments are exclusive to a single consumer to comply with various state and federal privacy and compliance regulations including HIPAA,COPPA, CCPA,etc. P-25-136 Master Agreement .docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Organizing Project -Attachment A. �V�Nvuinrn� c �\ MIXTECO/1NDIGEIVA COMMUNITY ORGANIZING PROJECT R 505 S A STREET,OXNARD,CA 93030 v TEL:805 483-1166;CELL:(805)270-9483 ATTACHMENT A Specific Regional Languages which MICOP can provide interpretation for: *Services are delivered bilingually(Indigenous Language and Spanish). Trilingual interpretation is limited;if available it can possibly be arranged with advanced notice. For your interpretation requests,send an email to internreters@,,mixteco.org and include arcenio.lonezLdZixteco.org, iavier.garcia(dmixteco.org,and anabel.suarez(a,mixteco.org in the cc field.If you need help identifying the specific variant of the language to ensure the most accurate interpretation,please reach out to our Interpreters Coordinators: Javier Garcia at(805)270-9483 or Anabel Suarez at(805)972-9705. Community of Origin and State Communities from Oaxaca Communities from Guerrero ❑Mixtec,Santiago Juxtlahuaca,Oaxaca ❑Mixtec,Metlatonoc,Guerrero ❑Mixtec,San Martin Peras,Oaxaca ❑Mixtec,Zoyatlan,Guerrero ❑Mixtec,San Juan Pinas,Oaxaca ❑Mixtec, Cuyuxtlahuac,Guerrero ❑Mixtec,Coicoyan de las Flores,Oaxaca ❑Mixtec,Arroyo Prieto,Guerrero ❑Mixtec,San Jose Yosocanu,Oaxaca ❑Mixtec,San Miguel El Grande,Guerrero ❑Mixtec,San Agustin Atenango,Oaxaca ❑Mixtec,Cochoapa el Grande,Guerrero ❑Mixtec,San Jorge Nuchita,Oaxaca ❑Mixtec,Santa Cruz Yucucani,Guerrero ❑Mixtec,San Francisco Higos,Oaxaca ❑Mixtec,Jicayan de Tovar,Guerrero ❑Mixtec,San Juan Mixtepec,Oaxaca ❑Mixtec,Rio Encajonado,Guerrero ❑Mixtec,San Martin Duraznos,Oaxaca ❑Mixtec,Tlacoachistlahuaca,Guerrero ❑Mixtec,San Sebasti6n del Monte,Oaxaca ❑Mixtec,Alcozauca,Guerrero ❑Mixtec,Santa Maria Natividad,Oaxaca ❑Mixtec,Xochistlahuaca,Guerrero ❑Mixtec,Santa Maria Asuncion,Oaxaca ❑Mixtec,El Coyul,Guerrero ❑Mixtec,Guadalupe Nundaca,Oaxaca ❑Mixtec,Tlapa De Comonfort,Guerrero ❑Mixtec,Uni6n de Cardenas,Oaxaca ❑Mixtec,Rio Encajonado,Guerrero ❑Mixtec,San Jorge Rio Frijol,Oaxaca ❑Mixtec,Putla Villa de Guerrero,Oaxaca ❑Mixtec,Santa Rosa Caxtlahuaca,Oaxaca Community from Michoacan ❑Purepecha,Turicuaro,Michoacan ❑Zapotec,San Vicente Coatlan,Oaxaca ❑Zapotec,San Jose Lachiguiri,Oaxaca Agency. Contract Effective as of: Rev.04118112024 P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Organizing Project -Attachment A. �V�Nvuinrn� c �\ MIXTECO/INDIGEIVA COMMUNITY ORGANIZING PROJECT R 505 S A STREET,OXNARD,CA 93030 v TEL:805 483-1166;CFu:(805)270-9483 ATTACHMENT B Interpretation Request Form Please fill out the request form as completely as possible.This request is NOT a confirmation of an interpreter. We will contact you as soon as your request has been received. SECTION I: Today's date: Agency Representative: Phone#:L_) Agent Email: *In-person and telephonic interpreter services are delivered bilingually.Trilingual interpretation is limited;if available it can possibly be arranged with advanced notice.Please note client's community of origin,iflmown:(ex San Martin Peras,San Juan Mixtepec,San Francisco Hiyos,etc): Client Information: Name of the Client(Parent/Guardian): Client Case#: Name of the Client(Child/Student): Client Case#: PO#: JOB ID#: Program Code#: Unit Code#: Additional Information: *Any additional information about this appointment that would be helpful for us to know when choosing among our interpreters?(i.e.sensitive women's appointment,so prefer woman) Appointment Date&Location: Date(s) to Time(s) to &Estimated Amount of Time: Service Site Name: Service Site Address: On-Site Contact Person: Name: Phone: Email: SECTION II:Please mark service needed: In-Person Interpretation, Over-the-Phone Interpretation Video Interpretation *If interpretation is needed over phone,please provide the following information: Name of the person we are contacting: Phone Number: SECTION III:Purpose of Interpretation: Type of event: (one-on-one,conference,presentation,etc.) Technical language: (educational,mental health,social,etc.) Purpose of interpretation: Estimated number of audience members: In order for us to support with quality interpretation we recommend advanced preparation time with your agency representative,if applicable.If so,please list estimated preparation time: (hr./min)Date: Time: SECTION IV: Submit Request Form via Email to: Interpreter Coordinator interpreters(c�i,mixteco.orgcc'arcenio.loyez(amixteco.org,anabel.suarez(4mixteco.org iavienzarcia(dmixteco.org. Coordinators Cellphone numbers:Javier Garcia at(805)270-9483 or Anabel Suarez at(805)972-9705 Agency. Contract Effective as of: Rev.04118112024 P-25-136 Master Agreement_.docx PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Or ag nizing Project -Attachment A. �V�Nvuinrn� c �\ MIXTECO/INDIGEIVA COMMUNITY ORGANIZING PROJECT R 505 S A STREET,OxNnRD,CA 93030 TEL:805 483-1166;CELL:(805)270-9483 Attachment C On-Site(In-Person)Interoretine Schedule of Fees—Ongoing Assignments. 1. Two Hours Minimum.......................................$120.00/Per Hour Within Ventura County or Santa Barbara County(two-hour minimum). • Assignment cancellation without 24hrs advanced notice the full rate will apply. • Assignments may not be substituted to avoid a late cancellations fee. • All else for full-day/half-day and Out-of-County...................Call or email for quotation. • Classes,Community Events,(over 10 in attendance)..............Call or email for quotation. • Mileage......................................................Based on IRS standard mileage rate* *Mileage is the round-trip mileage calculated from our office,505 S A Street,Oxnard,CA 93030 or 110 S.Lincoln Ave CA 93458(*depending on where interpreter with right variant is located)to the assignment location.If any additional locations visitations outside of the round-trip mileage is incurred during the job assignment,we will bill accordingly. Round trip mileage is charged if the interpreter must travel from either of our offices in Oxnard or Santa Maria. Over-the-phone Interpretation/Telephonic Assistance/Video Interpretation Schedule of Fees—Ongoing Assignments. 1. Over-the-Phone Interpretation Two Hours Minimum.......$120.00/Per Hour. • Any length of time beyond the original time boolang will be billed at one-hour intervals • Assignment cancellation without 241rs advanced notice the full rate will apply.Assignments may not be substituted to avoid a late cancellations fee. 2. Video Remote Interpretation:Two Hours Minimum.......$120.00/Per Hour. • Any length of time beyond the original time boolang will be billed at one-hour intervals • Assignment cancellation without 241rs advanced notice the full rate will apply.Assignments may not be substituted to avoid a late cancellations fee. 3. Telephonic Assistance:MICOP bills$50.00/Per call for the following type of calls(limit of 30 min) • Language compatibility test calls • Appointment confirmations • Preparation,material review(minimum of 30 min) • All other essential instructions that need to be delivered to clients For Agency: Minimum Duration and Requirements for Half-Day and Full-Day Services: 1. Half-Day Service: • The service provider will charge a minimum of four(4)hours for a half-day assignment. • A 5-minute grace period is honored after the initial 4 hours. • After the grace period,a second half-day minimum rate will apply. 2. Full-Day Service: • A minimum of eight(8)hours is required for a full-day assignment. Please note that rates for both half-day and full-day services may vary depending on the location to which the interpreter must travel for the job assignment.For accurate pricing details,it is recommended to request a quote from the service provider Definitions of a half-day and ful4day: A half-day session is defined as any portion of a consecutive four-hour period either: • A morning session,beginning no earlier than 6am and ending by 12:15pm; • An afternoon session,beginning no earlier than 1pm and ending by 5:15pm. A full-day session is defined as morning session and an afternoon session. Agency. Contract Effective as of: Rev.04118112024 P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Or ag nizing Project -Attachment A. Nrn-� Mixteco/Indigena Community Organizing Project MAILING ADDRESS:P.O.Box 20543 0XNARD CA 93034-0543 ADDRESS:505 S A Street,Oxnard,CA 93030 CO. TES:805 483-1166;FAX:805 483-1145 TAX ID#:300045901 www.ndxteco.ore LANGUAGE SERVICES AGREEMENT This LANGUAGE SERVICES AGREEMENT is entered into as of ("Effective Date', by and between the Mixteco/Indigena Community Organizing Project, a 501(c)(3) nonprofit corporation,located at 505 S A Street,Oxnard,CA 93030(hereinafter referred to as"MICOP'),and ,located at (hereinafter referred to as"Client'). MICOP and Client are sometimes herein individually referred to as a"Party"and collectively as the`Parties."In consideration of their mutual agreements described herein agree as follows: RECITALS WHEREAS,MICOP is engaged in the business of providing hospitals,emergency services,outpatient clinics,medical offices and other medical service providers,health plans,governments,for-profit businesses,and not-for-profit institutions with Mixteco/Zapoteco/Purepecha to English and(with very limited availability)Mixteco to English interpretation.Interpreting services,telephonic interpretation, and virtual remote are available in specific regional variants of Mixteco,Zapoteco,and Purepecha,as listed on Attachment A, WHEREAS,Client desires to engage MICOP to provide interpreting and visual translation services to its members,clients,or service providers within its network, NOW,THEREFORE,in consideration of the premises and the mutual covenants and promises contained herein,and intending to be bound hereby,the parties agree as follows: ARTICLE 1.RELATIONSHIP 1.01 Independent Contractor:MICOP shall be an independent contractor with respect to Client.Nothing contained in the Agreement is intended to create,nor shall it be construed to create,any relationship between the parties other than that of independent parties contracting with each other solely for the purpose of effectuating the provisions of the Agreement;neither is this Agreement intended to create a relationship of agency,representation,joint venture,or employment between the parties. 1.02 Services:All Services provided by MICOP under this contract shall be performed by interpreters and translators chosen solely by MICOP's determination of qualifications,skill,and difficulty of the assignment,as well as scheduling availability,in MICOP's sole discretion. a). Client may make requests to MICOP for specific interpreters and translators for specific assignments under this Agreement;however,while MICOP will use its best efforts to satisfy such requests as a courtesy, MICOP does not guarantee that such requests will be filled; P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Organizing Project -Attachment A. b). Client understands that all interpreters and translators assigned by MICOP to perform services under this Agreement are not employees of Client; c). Client understands that all requests for interpreter and translation services under this Agreement are to be made to and through MICOP and not directly to or from the interpreters and translators. d). In accordance with the preceding paragraph,Client understands that any attempt or request to contact any interpreter or translator directly that circumvents MICOP's scheduling or service request protocols for the purposes of performing interpreting and translation services or any other associated services,shall be deemed a breach of this Agreement. e). All requests for on-site interpreters,telephonic,and video remote interpretation assistance shall be sent in writing by email or facsimile as specified by MICOP on Attachment B. A written confirmation from MICOP shall serve as the official receipt of the request. f). Arrangements for MICOP interpreters can only be made during regular business hours,Monday through Friday,from 8:30AM to 5:30PM.Scheduling services are not available on weekends and federal holidays.Interpreters are available to work at any time,including weekends and federal holidays,based on availability,as long as they are booked during the above-referenced business hours. 1.03 Term of Agreement:This Agreement shall continue until terminated in accordance with Article 3.03.Subject to Article 3.03,the expiration or termination of this Agreement shall not extinguish any rights or obligations of the parties which have accrued prior thereto. ARTICLE 2.COMPENSATION 2.01 In consideration of providing professional interpreting services to Client, MICOP will provide these services for compensation according to the schedule on Attachment C. 2.02 Multiple Recipients(Included All Rates):Consecutive appointments are those that occur in the same location with the same language pair.For these appointments,MICOP can interpret for up to no more than two(2)recipients per hour.For classes,group therapies and small meetings,MICOP can provide simultaneous services for up to three(3)recipients. The number of interpreters needed and the time frame that the services will be provided shall remain in MICOP's sole discretion. P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Or ag nizing Project -Attachment A. 2.03 Mandatory Break Time(s):California state law requires all MICOP employees to have a meal break of no less than thirty(30)uninterrupted duty-free minutes beginning no later than the end of the fifth hour of work.California state law further requires all MICOP employees to take a ten-minute uninterrupted duty- free rest period between 3.5 and 6.0 hours of work,and a second ten-minute uninterrupted duty-free rest period between 6.0 and 10.0 hours of work_ Any non- compliant meal or rest period requires that MICOP pay a premium to the employee of one hour of pay for each day that a meal period is non-compliant and one hour of pay for each day that a rest period is non-compliant.Our interpreters must adhere to this policy.If you are not able to accommodate the 30-minute meal break or the 10-minute rest breaks,we will bill for an additional hour of pay as needed to cover the premium that we must pay our interpreters. Notwithstanding this additional cost,MICOP requires that interpreters be given their meal and rest breaks as required except in emergency circumstances. Recurring failure to do so may limit MICOP's ability to provide interpreter services in the future.. Interpreters may have started their work day before arriving at the location of the interpretation,henceforth they may be taking their break by or before they have worked five hours at any given location. 2.04 Billing Policy:MICOP bills at a minimum of two hours(2)for every onsite appointment within Ventura County or Santa Barbara County for interpretation provided in-person for consecutive interpretation;thereafter,MICOP will bill at intervals of an hour.For telephonic/video remote interpretation,MICOP bills at a minimum of two hours(2).Any length of time beyond the original time booked will be billed at one-hour intervals.Assignments made for a specific number of hours that are more than the two-hour minimum and are canceled with less than 24 hours'notice will be billed at the full amount reserved.Assignments that do not meet the reserved hours will be invoiced for the total amount. 2.05 Late Cancellation:Late cancellation is less than one business days'notice and the full amount reserved will be billed to and paid by the client.Assignments may not be substituted to avoid a cancellation fee.Please note that neither weekend nor federal/California holidays are considered business days.Details of rates are provided in Attachments C. 2.06 No Shows:Interpreter wait time for in-person assignments is 30 minutes beyond the start time of the appointment.Over-the-Phone/Video Remote assignments wait time is 30 minutes from the original start time.If an appointment is not cancelled prior to the scheduled start time and prior to the interpreter's commencement of travel to the appointment,and Client fails to arrive at the appointment within 30 minutes of the scheduled start time,the appointment is qualified as a"No Show"and the full rate will apply.If Client is late to an appointment and Interpreter is still present and able to provide services as described herein,services will be billed as of the scheduled start time until completion.Any length of time beyond the original time booking will be billed at one-hour intervals. 2.07 Telephone Assistance/Over-the-Phone Interpretation/Virtual Remote P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Or ag nizing Project -Attachment A. MICOP interpreters can be scheduled to provide language assistance in regional dialects in Mixteco or Zapoteco(See Attachment A)for important telephonic exchanges between service providers and their Limited English Proficient(LEP) clients.Please see Attachment C for charges for telephone and virtual remote interpretation,appointment confirmations,conference calls,and other telephonic assistance. All provisions above regarding appointment billing and cancellation notice apply to this paragraph as well. 2.08 A supplemental budget is quoted for out-of--county assignments,per assignment, and must be approved and signed by both parties,including any interpretation assignment involving simultaneous interpretation with more than three recipients. 2.09 Client Invoices:Invoices are processed and sent to the client no more than 60 days after date of service. MICOP INVOICES ARE DUE NET 30 DAYS FROM THE DATE OF THE INVOICE.A LATE PAYMENT CHARGE OF 1.5%OF THE BALANCE,CALCULATED MONTHLY,WILL BE CHARGED IF A CLIENT PAYMENT IS NOT RECEIVED WITHIN 30 DAYS OF THE DATE OF THE INVOICE. Invoice Information: To: Representative Name,Title: Fiscal Billing Address: Fiscal Email: Fiscal Phone: Fax Number: ARTICLE 3.MISCELLANEOUS PROVISIONS 3.01 Indemnity: MICOP shall indemnify,defend,protect and hold harmless the client from and against all claims,demands,causes of action,actions,suits, costs,damages,liabilities,losses and expenses,including,without limitation, attorneys'and consultant's fees and expenses,liabilities,claims,court costs, demands,debts,causes of action,fines,judgments and penalties which may arise from or relate to any act or omission of MICOP. The client shall indemnify,defend,protect and hold harmless MICOP and its personnel,agents and representatives from and against all claims,demands,causes of action, actions,suits,costs,damages,liabilities,losses and expenses,including,without limitation,attorneys'and consultant's fees and expenses,liabilities,claims,court costs,demands,debts,causes of action,fines,judgments and penalties which may arise from or relate to any act or omission of the client. 3.02 Arbitration.Any controversies arising out of this Agreement or its interpretation shall be resolved by arbitration in accordance with the provisions of the California Arbitration Act,section 1280 et seq.of the California Code of Civil Procedure. If the parties are unable to agree on a neutral arbitrator,then each party shall select one person,who shall then choose a third impartial arbitrator whose decision shall be final and conclusive on both parties. The parties shall share the fees and costs of arbitration on a 50/50 basis,except that each party shall bear its respective attorneys'fees and costs arising in any dispute under this Agreement. Venue for such arbitration shall be in Ventura County, P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Or ag nizing Project -Attachment A. California unless otherwise mutually agreed between the parties 3.03 Entire Agreement/Amendment.This agreement,including any and all exhibits, constitutes the entire understanding and agreement between the parties as to those matters contained in it,and supersedes any and all prior or contemporaneous agreements,representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties,but any such amendment must be in writing,dated,and signed by the parties and attached hereto. 3.04 Attorneys'Fees.If any legal action or proceeding is brought to enforce or interpret this Agreement,the prevailing party shall be entitled to recover from the other party all reasonable costs,including but not limited to reasonable costs and attorneys'fees,including such fees and costs as may be incurred in enforcing a judgment or order entered in any arbitration or legal action.Any judgment or order entered in such action shall contain a specific provision providing for the recovery of such attorney's fees and costs. 3.05 Severability.In the event any portion of this Agreement is declared void or unenforceable by a court or arbitrator,such portion shall be severed from this Agreement,and the remaining provisions shall remain in effect unless the effect of such severance would be to substantially alter this Agreement or obligations of the parties,in which case this Agreement may be immediately terminated. 3.06 Waiver.Any failure of a party to insist upon strict compliance with any term, undertaking or condition of this agreement shall not be deemed to be a waiver of such term,undertaking or condition.To be effective,a waiver must be in writing,signed and dated by the parties. 3.07 Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of California. 3.08 Headings.The headings of sections in this Agreement are for reference only and are not to be construed in any way as part of this Agreement. 3.09 No Referrals.Nothing in this Agreement is intended to obligate and shall not obligate any party to this Agreement to refer clients or to any other party. 3.10 Notices.All written notices to be given in connection with this Agreement shall be sufficient if sent by email,facsimile(together with proof of transmission and provided a hard copy is mailed within one business day),certified or registered mail,postage prepaid,or national overnight delivery service addressed to the party entitled to receive such notice at the address specified by such party,as follows: To MICOP: Contact:Interpreter Coordinator,c/o of Javier Garcia and Anabel Suarez Phone:office(805)483-1166,Cell(805)270-9483,Fax:(805)335-8474 Email:intg:pretersamixteco.om-,javier.garcia(oumixteco.org; anabel.suarez@mixteco.org;arcenio.lopeza mixteco.org Mailing Address:PO Box 20543,Oxnard,CA 93034 P-25-136 Master Agreement_.doex PROCUREMENT AGREEMENT NUMBER: P-25-136 Mixteco/Indigena Community Or ag nizing Project -Attachment A. 3.11 Confidentiality.Both parties shall protect the confidentiality of each other's records and information and,in particular,the information and records of patients receiving medical care and/or treatment from unauthorized disclosure in accordance with state and federal patient confidentiality laws and regulations.Both parties agree that they shall not disclose such confidential information without the prior written consent of the other party. 3.10 Counterparts.This Agreement may be executed in counterparts,each of which shall constitute an original,but all of which together shall constitute one and the same instrument.The signature page of any counterpart may be detached there from without impairing the legal effect of the signatures thereon provided such signature page is attached to any other counterpart identical there to except having additional signature pages executed by the other Party.Counterparts may be delivered by fax or email provided that original executed counterparts are delivered to the recipient on the next business day following the fax or email transmission. 3.11 Health Insurance Portability and Accountability Act(HIPAA).NIICOP agrees that it is essential and important to keep confidential all individually identifiable health information protected under California and federal law, including,but not limited to,Protected Health Information(PHI)as defined in 45 C.F.R. 164.501 or its equivalent,that NIICOP receives from Client,or creates or receives on behalf of Client.Therefore, NIICOP shall comply with all applicable federal and California laws and regulations,including,but not limited to,HIPAA, and any amendments thereto, relating to PHI. 3.12 Execution.By their signatures below,each of the following represents that they have the authority to execute this Agreement and to bind the party on whose behalf their execution is made. (Continues on following page) IN WITNESS WHEREOF,the parties have executed,or caused this Agreement to be executed by their authorized agents on this: day of(month) 2024 MIXTECO/INDIGENA COMMUNITY ORGANIZING PROJECT, a California nonprofit corporation By:Arcemo J.Lopez, Executive Director day of(month) 2024 Client(Agency): By: (signature) Title: Print Name: P-25-136 Master Agreement_.doex