18222 Competitive Solicitation Amendments.pdf

SOLICITATION NO. XXXX – AMENDMENT NO. XX PAGE | 1

UPDATED 5/8/2023

State of Washington Contracts and Procurement Division Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411

Solicitation Amendment Solicitation No.: 18222 Amendment No.: 1 Effective Date: 8/03/2023

AMENDMENT NO. 1

TO

SOLICITATION NO. 18222

SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA)

This Amendment (“Amendment”) to Solicitation No. 18222 is effective immediately and is not required to be submitted with proprosals. All other terms, conditions, and specifications remain unchanged.

P U R P O S E

THE PURPOSE of this amendment is to capture the following changes:

• Contact phone number provided on WEBS is changed from (360) 485-2665 to (360) 480-2665.

Any communications regarding this amendment must be addressed to the Procurment Coordinator listed below.

Victoria Scotti

(360) 480-2665 deslanguageaccess@des.wa.gov

SOLICITATION NO. XXXX – AMENDMENT NO. XX PAGE | 1

Department of Enterprise Services

Amendment No.: 2 Effective Date: 8/15/2023

AMENDMENT NO. 2

This Amendment (“Amendment”) to Solicitation No. 18222 is effective immediately. Amended Exhibit(s) Exhibit C - Bid Price Rev1.xlsx and Exhibit D - Contract Rev 1.docx are required to be submitted with proposals. All other terms, conditions, and specifications remain unchanged.

P U R P O S E

THE PURPOSE of this amendment is to capture the following changes:

• Change #1 Removed “(when over 20 miles one way to an appointment)” regarding travel expenses from Exhibit C – Bid Price.

• Change #2 Removed “Rates in this exhibit shall be for interpretation services only” from Exhibit C – Bid Price.

• Change #3 Edited Section 11.6(a) of Exhibit D – Contract to now state:

(a) “Contractor shall be entitled to tolls, parking and/or travel (lodging, meals, and time) reimbursement. Reimbursement rates shall be based on the Washington State Office of Financial Management (OFM) per diem rates.

• Mileage must not to exceed 20 miles one way to an appointment. If mileage exceeds 20 miles, Contractor shall obtain prior written authorization from Purchaser.

• Contractor shall, upon request by Purchaser, provide receipt or proof of transaction of any tolls and/or parking costs incurred by interpreter.”

• Change #4 Removed “at least 20 miles” from Section 11.6(b) of Exhibit D – Contract.

PRIOR AMENDMENTS

• Solicitation Amendment 1: Contact phone number provided on WEBS is changed from (360) 485-

2665 to (360) 480-2665.

Any communications regarding this amendment must be addressed to the Procurment Coordinator listed below.

Victoria Scotti

SOLICITATION NO. XXXX – AMENDMENT NO. XX PAGE | 2

SOLICITATION NO. 18222 – AMENDMENT NO. 3 PAGE | 1

Department of Enterprise Services

Amendment No.: 3 Effective Date: 8/30/2023

AMENDMENT NO. 3

This Amendment (“Amendment”) to Solicitation No. 18222 is effective immediately. Amended Exhibit(s) Exhibit D - Contract Rev 2.docx are required to be submitted with proposals. All other terms, conditions, and specifications remain unchanged.

P U R P O S E

THE PURPOSE of this amendment is to capture the following changes:

1. 30-MINUTE MINIMUM. The following provision is added at the end of Section 6.15 in the Contract and to Section 6 of Exhibit A (Minimum Purchasing Requirements and Payment):

For OPI and VRI Interpretation assignments, Contractor/Interpreter shall be entitled to a minimum of 30 minutes of compensation at their quoted minute rate regardless of whether the assignment lasts the entire 30 minutes.

PRIOR AMENDMENTS

• Solicitation Amendment 1: Contact phone number provided on WEBS is changed from (360) 485- 2665 to (360) 480-2665.

• Solicitation Amendment 2 Change #1 Removed “(when over 20 miles one way to an appointment)” regarding travel expenses from Exhibit C – Bid Price.

• Solicitation Amendment 2 Change #2 Removed “Rates in this exhibit shall be for interpretation services only” from Exhibit C – Bid Price.

• Solicitation Amendment 2 Change #3 Edited Section 11.6(a) of Exhibit D – Contract to now state:

(a) “Contractor shall be entitled to tolls, parking and/or travel (lodging, meals, and time) reimbursement. Reimbursement rates shall be based on the Washington State Office of Financial Management (OFM) per diem rates.

• Mileage must not to exceed 20 miles one way to an appointment. If mileage exceeds 20 miles, Contractor shall obtain prior written authorization from Purchaser.

• Contractor shall, upon request by Purchaser, provide receipt or proof of transaction of any tolls and/or parking costs incurred by interpreter.”

SOLICITATION NO. 18222 – AMENDMENT NO. 3 PAGE | 2

• Solicitation Amendment 2 Change #4 Removed “at least 20 miles” from Section 11.6(b) of Exhibit D – Contract.

Any communications regarding this amendment must be addressed to the Procurment Coordinator listed below.

Victoria Scotti

CONTRACT

NO. 18222

SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA)

STATEWIDE/REGION(S)_________

CATEGORY(IES)________

For Use by Eligible Purchasers

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

Dated _____________________, 2023

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 2 (Rev 2021-06-30)

CONTRACT

NO. 18222

STATEWIDE/REGION ______________

CATEGORY(IES) ____________

This Washington Statewide Contract (“ Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and ____________________, a ________________ (“Contractor”) and is dated and effective as of _______________ __, 2023.

R E C I T A L S

A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish enterprise procurement solutions, including contracts, for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2).

B. Washington state agencies and other eligible purchasers need qualified, professional interpreters to provide spoken language interpreter services for individuals who are not proficient in spoken English. Accordingly, to provide a cost-effective and efficient enterprise procurement solution to meet such need, in part, Enterprise Services developed and implemented contracts for spoken language interpreter services that are designed to provide professional interpreters for state agencies and other eligible purchasers who have collective bargaining agreements (“CBAs”) with language access providers for such services. These contracts are in effect. See Contract No. 06821.

C. Washington State agencies and other eligible purchasers who do NOT have CBAs for interpreter services, however, also desire to purchase specified spoken language interpreter services from qualified, professional interpreters for interpreter services (“Spoken Language Interpreter Services”). Accordingly, on behalf of the State of Washington, Enterprise Services, as part of a competitive governmental procurement, issued Competitive Solicitation No. 18222 dated __________, 2023.

D. The Competitive Solicitation was structured to meet purchaser needs and designed to result in contract awards, by category in which contract categories were based upon the delivery modality for the Spoken Language Interpreter Services [i.e., In-Person Interpreting (“IPI”) and Over the Phone Interpreting (“OPI”)/Video Remote Interpreting (“VRI”)]. The Competitive Solicitation was structured to result in statewide contract awards for OPI/VRI Spoken Language Interpreter Services and regional contract awards, COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 3 by specified geographic regions, for IPI. These contract awards were designed to result in Contracts that covered, at a minimum, Spoken Language Interpreter Services for each and all of the ‘top 20 languages’ that are needed by Washington state agencies and other eligible purchasers. In addition, Enterprise Services structured the Competitive Solicitation to address state procurement priorities pertaining to qualified Washington Small Businesses and/or Certified Veteran-Owned Businesses to provide opportunities to compete for reserved contract awards for IPI, by specified geographic region. These contracts, however, do not require that an awarded Washington Small Business and/or Certified Veteran-Owned Business be capable of providing Spoken Language Interpreter Services for each and all of the ‘top 20 languages.’

E. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the above referenced category/ies and geographic region(s).

F. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

G. The purpose of this Contract is to enable eligible purchasers to purchase Spoken Language Interpreter Services (“Services”) as set forth herein.

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. TERM. The term of this Contract is thirty six (36) months, commencing _____________, 20__ and ending _____________, 20__; Provided, however, that if Contractor is not in default, Enterprise Services may extend the term of the Contract, by written amendment, for up to sixty (60) additional months.

PERFORMANCE METRIC PERFORMANCE METRICS FOR CONTRACT EXTENSION

Key Performance Indicators:

Contractor must comply fully with the KPI Metrics set forth in Section 7 below.

Insurance Endorsements:

Contractor timely provides to Enterprise Services at the designated address, without exception, annual insurance endorsements for the insurance coverages required by this Contract. See Exhibit C – Insurance Requirements at § 4.

Vendor Management Fee:

Contractor timely remits to Enterprise Service, with no less than a 75% on time rate over the contract term, the applicable Vendor Management Fee (VMF).

Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor will not be eligible for a performance-based extension.

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 4

PERFORMANCE METRIC PERFORMANCE METRICS FOR CONTRACT EXTENSION

Contract Sales Reports:

Contractor timely provides to Enterprise Services, with no less than a 75% on time rate over the contract term, the required Contract quarterly sales reports.

Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor will not be eligible for a performance-based extension.

2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”):

2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.

2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions of higher education in Washington:

State universities – i.e., University of Washington & Washington State University;

Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University

Evergreen State College;

Community colleges; and

Technical colleges.

2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services:

Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington;

Federal governmental agencies or entities;

Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and Federally recognized Indian Tribes located in the State of Washington.

3. SCOPE – INCLUDED SERVICES AND PRICE.

3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those Services set forth in Exhibit A – Included Services for the prices set forth in Exhibit B – Prices for Services. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any Services beyond those set forth in Exhibit A – Included Services.

(a) Services. For purposes of this Contract, “Services” means all services of any nature ordered by Purchaser pursuant to this Contract and as identified in the Purchase Order.

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 5

(b) Specifications. Where applicable, specifications for Services are detailed in this Contract and the Purchase Order. Unless otherwise specified in the Purchase Order, all Services provided shall be new and unused of the latest model or design.

3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Services included in this Contract;

Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

3.3. ECONOMIC ADJUSTMENT. Beginning twelve (12) months after the effective date of this Contract and for every annual anniversary thereafter, the prices set forth in Exhibit B – Prices for Services shall be adjusted, based upon the percent changes (whether up or down) in the Washington Federation of State Employees – Language Access Providers (WFSE LAP) Collective Bargaining Agreement for the most recent year. Economic adjustment will lag one

(1) calendar quarter past the Contract commencement date to allow for publication of the data. All calculations for the adjustment shall be based upon the latest version of data published as of one year of the effective date each year. Prices shall be adjusted on January 1st. If the Collective Bargaining Agreement is superseded by a successor Agreement (i.e., a new collective bargaining agreement is a direct substitute for the prior Collective Bargaining Agreement according to the WFSE LAP), this Contract will use the successor Agreement, as applicable. The economic adjustment shall be calculated as follows:

New Price = Old Price x (Current Period Pricing/Base Period Pricing) 2023–25 collective bargaining agreements (tentative) | Office of Financial Management (wa.gov)

3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Services at no greater than the prices set forth in Exhibit B – Prices for Services (subject to economic adjustment as set forth herein).

3.5. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract provide Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

https://ofm.wa.gov/state-human-resources/labor-relations/collective-bargaining-agreements/2023-25-collective-bargaining-agreements-tentative https://ofm.wa.gov/state-human-resources/labor-relations/collective-bargaining-agreements/2023-25-collective-bargaining-agreements-tentative

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 6

4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.

4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

4.7. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

4.8. WASHINGTON SMALL BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Washington Small Business as defined and set forth in Contractor’s Bidder’s Certification.

4.9. CERTIFIED VETERAN-OWNED BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Certified Veteran-Owned Business as defined and set forth in Contractor’s Bidder’s Certification.

4.10. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 7

4.11. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services and Purchasers’ employees.

4.12. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

4.13. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

4.14. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Services or suggesting that such Services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4.15. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

4.16. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Services that are the subject of this Contract.

4.17. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract.

4.18. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

4.19. QUALIFIED SPOKEN LANGUAGE INTERPRETERS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor’s interpreters satisfy one or more of the following qualification requirements:

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 8

(a) Interpreters are credentialed as certified spoken language interpreters by the Washington State Department of Social and Health Services (DSHS) Language Testing and Certification Program (LTC);

(b) Interpreters meet guidelines outlined by the American Translation Association (ATA) for Interpreters, the Certification Commission for Healthcare Interpreters, or the National Board for Certification of Medical Interpreters Or

(c) Interpreters are trained through accredited higher education institution (university or college) programs, which are widely accepted by industry experts, the interpreter community, and by Washington State agencies who purchase Spoken Language Interpreter Services.

4.20. CONSECUTIVE INTERPRETATION. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor’s interpreters are capable of and shall provide Spoken Language Interpreter Services via Consecutive Interpretation. Consecutive Interpretation is a method of interpreting where the interpreter talks after the speaker pauses, which gives them time to process and convey the message in the target language.

4.21. ACCURATE INTERPRETATION. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor’s interpreters are experienced, capable, and proficient in providing Spoken Language Interpreter Services that accurately interpret for individuals from any background without changing the language, whether the speaker is using very formal legal language or less formal colloquial language.

4.22. LANGUAGE PROFICIENCY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor’s interpreters are proficient and qualified to provide Spoken Language Interpreter Services for each and all of the languages identified in Exhibit A – Included Services.

4.23. SCHEDULING. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor’s interpreters are capable of providing Spoken Language Interpreter Services through all of the following scheduling options: (a) On- Demand; (b) Pre-Scheduled Standard; and (c) Pre-Scheduled Rush.

5. QUALITY; WARRANTY; REMEDIES.

5.1. SERVICES WARRANTY. Contractor warrants that: (a) Services will be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Services will have the necessary skill and training; and (c) Services will be performed in a manner consistent with the standard of care in the industry (“Services Warranty”).

5.2. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming, Contractor promptly shall remedy the non-conformance, or at Purchaser’s election, Contractor shall refund the amounts paid for the Services.

5.3. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with the Services will not: (a) contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (i) damage, destroy, or alter any software or hardware; (ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program automatically; or (iv) permit unauthorized access to any software or hardware; (b) contain any third party software (including software that may be considered

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 9 free software or open source software) that (i) may require any software to be published, accessed, or otherwise made available without the consent of Purchaser, or (ii) may require distribution, copying, or modification of any software free of charge; and (c) infringe on any patent, copyright, trademark, or other proprietary or intellectual property right of any third party or misappropriate any trade secret of any third party (“IT Warranty”). The IT Warranty will expire twelve (12) months after the date the Services are complete.

5.4. IT REMEDY. If the Services do not comply with the IT Warranty, or if any defect or non-conformance develops during the IT Warranty Period, Contractor, at Purchaser’s election, promptly will remedy the defect at no additional cost to Purchaser.

5.5. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, may replace the Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser will offset the costs incurred from amounts owing to Contractor.

5.6. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all warranty service and telephone support, including after-hour technical support, at its own cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents.

6. USING THE CONTRACT – PURCHASES.

6.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Services from this Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Contract number. The terms of this Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Contract.

6.2. PURCHASER SPECIFIC REQUIREMENTS. Contractor shall work with Purchaser to adopt Purchaser specific requirements within scope of this Contract. Contractor must be able to configure individual Purchaser account settings, including but not limited to account payment terms, data security, and invoicing frequency.

6.3. CUSTOMER SERVICE. Contractor shall provide customer service during normal business hours (8:00am – 5:00pm Pacific) with access to Contractor via email and phone during these hours.

Contractor shall respond to Purchaser and/or Enterprise Services’ phone and/or email messages within twenty-four (24) hours.

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6.4. PERFORMANCE REQUIREMENTS. Contractor shall ensure that its Services are performed as required by this Contract, the Purchase Order used by Purchasers, or as otherwise mutually agreed in writing between the Purchaser and Contractor.

6.5. SYSTEM FUNCTIONALITY REQUIREMENTS. Contractor shall meet the following system functionality requirements:

(a) Contractor’s Services shall conform in all material respects to the specifications, functions, descriptions, standards, and requirements set forth in this Contract.

(b) Contractor shall ensure that its equipment functions to support the Contract performance requirements. Contractor shall ensure the Services provided through this Contract stay consistent with the latest technology and advancements in the industry throughout the term of the Contract.

Additional hardware or software shall not be required to access the Services through this Contract, unless requested by the Purchaser.

(c) Should there be any updates (new systems or updates to current systems) to the Contractor’s internal or external systems, Contractor shall ensure that the systems retain the settings pertaining to this Contract through implementation, transition, and steady state. Contractor shall ensure that Services are not interrupted during system updates. Prior to system updates, Contractor shall conduct outreach to the Purchasers to provide timeline, customer service support, and confirm to each Purchaser that Contractor has retained all the original settings.

6.6. IT SECURITY.

(a) Contractor has an information security program to maintain physical, technical, administrative, and organizational safeguards that comply with:

(a) applicable industry standards and guidelines; and (b) Washington State Office of Chief Information Officer (OCIO) Policy 141.10 – Securing Information Technology Assets Standards located at Securing Information Technology Assets | OCIO (wa.gov)..

(b) Contractor will use its best efforts to ensure that no computer viruses, malware, or similar items (collectively, a “Virus”) are introduced into Purchasers’ computing and network environment by the Services, and that, where it transfers a Virus to Purchasers through the Services, it shall reimburse Purchasers for the actual costs incurred by Purchasers to remove or recover from the Virus.

6.7. SAFEGUARDING CONFIDENTIAL DATA. Contractor shall use commercially reasonable efforts to safeguard data exchanged while servicing this Contract.

(a) Confidential Data / Information (“Data”) shall include: (a) Purchaser’s data collected, used, processed, stored, or generate as the result of the use of the Services; (b) personally identifiable information (“PII”) collected, used, processed, stored, or generated as the result of the use of the Services, including without limitation, any information that identifies an individual, such as an individual’s social security number or other government issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an https://ocio.wa.gov/policy/securing-information-technology-assets https://ocio.wa.gov/policy/securing-information-technology-assets

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 11 individual’s name in combination with any other of the elements listed herein; and (c) protected health information (PHI) created, received, maintained or transmitted regarding the person or other individual utilizing Interpreter Services for translating needs (the “Client”), including the past, present, or future physical or mental health or conditions of Client, or the past, present, or future payment for provision of health care to Client, demographic information that identifies the Client or about which there is reasonable basis to believe can be used to identify the individual, information transmitted or held in any form or medium and includes Electronic Protected Health Information. Contractor shall not use or disclose any data concerning the Purchaser, the Client or Enterprise Service, or information which may be classified as confidential, for any purpose not directly related to administer this Contract, except with prior written consent of Enterprise Services, or as may be required by law.

(b) Documents and Paper Management. Safeguard or shred any paper or documents containing Purchaser Data.

(c) Contractor shall not use, publish, transfer, sell or otherwise disclose any Data gained by reason of this Contract for any purpose that is not directly connected with Contractor’s performance of the Services contemplated hereunder, except as provided by law; or, in the case of PII and PHI, with the prior written consent of the person or personal representative of the person who is the subject of the PII or PHI.

(d) Contractor shall protect and maintain all Data gained by reason of this Contract against unauthorized use, access, disclosure, modification or loss.

This duty requires the Contractor to employ commercially reasonable security measures to limiting or restricting access by, including but not limited to, the following means:

(1) Allowing only the staff who have an authorized business requirement to view the Confidential Information.

(2) Securing any computers, documents, or other physical media containing Confidential Information.

(3) Ensuring the security of Confidential Information transmitted via fax (facsimile) by:

Verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons.

Communicating with the intended recipient before transmission to ensure that the fax will be received only by an authorized person.

Verifying post transmittal that the fax was received by the intended recipient.

(4) When transporting records containing Confidential Information, outside a Secured Area, follow at least one or more of the following security procedures:

Encrypt all Confidential Information Additional requirements by the Purchaser

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 12

(5) Contractor shall return Data to Purchaser or, at Purchaser’s direction, destroy the Data employing secure methods and in accordance with NIST standards. If requested, Contractor shall certify in writing that secure measures were employed when destroying Data. Purchaser may require additional confirmation or alternate methods for destructing materials.

(6) The compromise or potential compromise of Data must be reported to Purchaser Contact(s) immediately upon discovery.

Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements as required by Purchaser, or by law.

(7) Contractor shall not record calls. Should a call get inadvertently recorded, the recording shall be destroyed immediately and Contractor shall notify Purchaser of the accidental recording and its destruction. Should Contractor conduct system updates, Contractor shall ensure that calls are not recorded.

6.8. HEALTH INFORMATION PORTABILITY AND ACCOUNTABILITY ACT (HIPAA). Contractor, interpreters, and any individuals who have access to client information shall do so in compliance with the Health Information Portability and Accountability Act (HIPAA). Contractor must ensure compliance with the HIPPA Privacy Rule (45 CFR § 160, 164) and the HIPAA Security Rule (45

CFR § 160, 164).

6.9. HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT (HITECH ACT).

Contractor shall ensure HITECH compliance where electronic health records technology is used or employed.

6.10. DATA ENCRYPTION. Contractor shall ensure security by installing firewalls and anti-virus software on computers, ensure operating systems are updated, encrypt information and email exchanges, safeguard any information stored in computers before disposing. All Data transfer must be encrypted using 256 bit (or higher) TLS 1.2 (or higher) for HTTP traffic and SSH version 2 for any batch or real-time non-http transfers. SSL certificates must be SHA 2 and signed by a trusted third party; no self-signed certificates. Data shall be encrypted when at rest in vendor storage. Decryption of data at rest must be under control of the application and not a storage platform. All Data must be stored and transmitted in the contiguous United States of America only. No offshore data transmission (e.g. for support services) or storage (e.g. hosted site or backup, disaster recovery).

6.11. ACCESSIBILITY. Contractor shall comply with all applicable law and regulations, including, but not limited to, Section 504 of the Rehabilitation Act of 1964, Americans with Disabilities Act of 1990 (ADA), Title VI of the Civil Rights Act of 1964, Section 1557 of the Affordable Care Act, OCIO Policy 188 – Accessibility located at http://ocio.wa.gov/policy/accessibility, and other nondiscrimination laws and regulations. Contractor shall ensure that all users with disabilities are provided communication that is as equally effective as communication with others.

Contractor shall provide effective real-time communication with individuals using auxiliary aids and services, including TTYs and all forms of FCC-approved telecommunications relay system, including Internet-based relay systems. Contractor shall respond to telephone calls from a telecommunications relay service established under title IV of the ADA in the same manner that it responds to other telephone calls. Contractor shall ensure interpreters receive http://ocio.wa.gov/policy/accessibility

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 13 the training necessary to be in compliance with all applicable federal, state, and local laws and regulations.

6.12. DISASTER PREPAREDNESS AND RECOVERY PLAN. Contractor shall have in place a disaster preparedness and recovery plan, or emergency management plan, that ensures, at a minimum:

(a) The ability to continue to schedule and provide Interpreter Services;

(b) Documentation of emergency procedures that include steps to take in the event of a natural disaster, such as a pandemic, weather event or terrorism;

and

(c) Staff that are familiar and prepared to implement the plan.

6.13. QUALITY ASSURANCE PLAN. Contractor proactively shall employ a Quality Assurance Plan (QAP) that employs a method for monitoring, tracking, and assessing the quality of Services provided under this Contract. The QAP also must describe how Contractor will identify and resolve issues related to interpreter quality and/or performance, as well as Purchaser initiated concerns and/or complaints.

6.14. APPOINTMENT TIMELINE REQUIREMENTS.

(a) Purchaser must allow a minimum of a 10 business days’ notice of pre-scheduled appointments to Contractor to ensure acceptance.

(b) Contractor must either accept or reject an appointment request within 48 hours of submittal.

(c) Contractor is obligated to replace an interpreter who cancels an appointment.

(d) “No-Shows” means the result of an interpreter not keeping an appointment or the requesting end user failing to cancel the appointment.

(e) No-Shows for either party are unacceptable and will result in penalties (see below).

6.15. MINIMUM PURCHASING REQUIREMENTS AND PAYMENT.

(a) For In-Person Interpretation appointments, Contractor/interpreter will be entitled to a minimum of 2 hours of compensation at their quoted hourly rate regardless of whether the assignment lasts the entire 2 hours.

(b) When applicable, Contractor shall round up assignment times to the nearest quarter hour for IPI (ex. an assignment lasting 1 hour and 10 minutes is rounded to 1 hour and 15 minutes) and bill based on a pro rata of their hourly rate. For VRI and OPI the Contractor may round up to the nearest quarter hour and bill based on their per minute rates.

6.16. CANCELLATION/NO-SHOW POLICY.

(a) For more than 48 business hours (two full calendar days) notice of cancellation neither party shall be penalized for cancellation.

(b) For less than 48 business hours (two full calendar days) notice of cancellation, if canceled by Purchaser, interpreter will be authorized to bill the flat hourly rate for interpreter encounters (the “Hourly Service Rate”) or the flat minute rate (the “Minute Service Rate”) for the first two hours of scheduled time only. The Hourly Service Rate and the Minute Service Rate shall include the costs of proposal

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 14 preparation, servicing of accounts, all contractual requirements and No Shows by interpreters.

(c) For less than 48 business hours (two full calendar days) notice of cancellation, if canceled by Contractor/interpreter, it shall be the responsibility of Contractor/interpreter to find a replacement interpreter. If a replacement interpreter cannot be found, then the Contractor/interpreter shall be assessed a fee of 2% of their quoted rate.

(d) If requesting Purchaser fails to cancel for their Client resulting in a No-Show, interpreter will be authorized to bill the Hourly Service Rate for the first two hours of scheduled time only.

(e) If Contractor/interpreter No-Shows an appointment, they will be assessed a fee of 2% of their quoted rate.

(f) In the case of an interpreter No-Show for an appointment, Contractor shall refrain from selecting the No-Show interpreter on future Services requests under this contract for the next 90 days. It shall be the responsibility of the Contractor to track interpreter No-Shows and keep an updated list of temporary restrictions.

7. KEY PERFORMANCE INDICATORS. Contractor shall use commercially reasonable efforts to meet the applicable Key Performance Indicators (KPI or KPI Requirement) outlined below to comply with the Contract. Each KPI contains an associated metric (KPI Metric) to designate acceptable Contract compliance with the KPI. In the event that Contractor fails to meet a KPI Metric, Enterprise Services shall notify Contractor in writing. Such notification shall summarize the issue and set forth a Performance Improvement Plan (PIP) that outlines the corrective actions required by Contractor to remedy such failure and timely achieve the KPI Metric. In the event that Contractor fails to timely achieve the KPI Metric as set forth in the PIP, Enterprise Services, in its discretion, may terminate this Contract.

# KPI REQUIREMENT KPI METRIC

1 IN-PERSON

INTERPRETER SERVICES

Contractor must ensure a 95% appointment fill rate for IPI Services, calculated on a quarterly basis. The IPI Services appointment fill rate is based on all Purchaser requests for IPI Services and the percentage of such requests that Contractor schedules and completes, excluding cancellations by Purchaser.

Contractor must maintain a list of IPI Services requests and whether such requests were filled and, on a quarterly basis, submit such list to Enterprise Services by email to the following:

DESLanguageAccess@des.wa.gov mailto:DESLanguageAccess@des.wa.gov

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 15

# KPI REQUIREMENT KPI METRIC

TRACKING INTERPRETER

CANCELLATIONS AND

NO-SHOWS

Contractor must track all interpreter No-Shows and cancellations within 24 hours of an appointment and submit a quarterly report to Enterprise Services detailing what percentage of interpreter assignments resulted in a No-Show or cancellation within 24 hours.

Contractor shall also keep a record of the names of interpreters who No-Show an assignment and, on a quarterly basis, submit such list to Enterprise Services by email to the following:

DESLanguageAccess@des.wa.gov

QUARTERLY

PURCHASER SERVICE

FEEDBACK AND

SUMMARY

Contractor shall prepare and provide a customer satisfaction survey to Purchasers following interpreting assignments. The survey, at minimum, shall ask Purchasers how satisfied they were (on a 1-5 scale) with various aspects of the interpreting assignment (e.g., interpreter timeliness, interpretation accuracy, friendliness/professionalism of the interpreter, etc.). Results of the survey shall be sent to Enterprise Services, quarterly, by email to the following: DESLanguageAccess@des.wa.gov

4 OPI CALL VOLUME

Contractor shall achieve and maintain a call volume demand ratio of at least 95%, over a rolling two (2) quarter time period (i.e., Contractor successfully services at least 95% of the OPI Services requests).

Contractor actively shall monitor call volumes for peak times and surge times and ensure interpreters are available to meet the volume demand.

5 OPI DROPPED CALLS

Contractor’s dropped calls for OPI Services shall not exceed 5% of the total OPI Services over a rolling two (2) quarter time period.

Contractor must complete each call with a single interpreter, unless otherwise requested by Purchaser.

In the event a call is dropped, the interpreter must be able to call the Purchaser back to complete the call.

VRI LANGUAGE

DEMAND AND

AVAILABILITY

Contractor must service, consecutively over two (2) quarters, the languages listed and hours available as completed by the Contractor in Exhibit A – Included Services at a rate of 95% quarterly and at a rate of 80% for all requested languages.

To ensure availability, Contractor shall conduct, at a minimum, quarterly analysis of interpreter demand for this Contract and actively work to fill any languages gaps that may exist.

COMPETITIVE SOLICITATION NO. 18222 – SPOKEN LANGUAGE INTERPRETER SERVICES FOR IPI, OPI, & VRI (NON-CBA) PAGE 16

# KPI REQUIREMENT KPI METRIC

7 VRI CALL

CONNECTIONS

Contractor must answer all VRI calls within thirty (30) seconds, based on a monthly average of all VRI calls.

VRI calls may be answered by an automated attendant or interactive screen but the Purchaser must be given an option, either by voice prompt, keypad or screen selection, to speak with a live operator or customer service representative. If the Purchaser requests to connect with a live operator or customer service representative, the Contractor shall connect the Purchaser within thirty (30) seconds of the Purchaser’s request. Contractor must average at least 85% response rate for Interpreter Service annually.

PRE-SCHEDULED OPI &

VRI INTERPRETER

CALLS

Contractor…