CM-2022-170 - 7/15/2022Ak,,
ALTA
LANGUAGE TESTING AGREEMENT
Testing Department
This Language Testing Agreement is effective as of u/ 022- ("Effective Date"), by
and between ordL having an address at
3 E. U t: 7 ("Customer") and ALTA
Language Services, Inc., having an address at 3355 Lenox Rd NE, Ste 510, Atlanta, GA 30326 ("ALTA"
and, collectively with Customer, the "Parties").
WITNESSETH:
WHEREAS, Customer has requested that ALTA provides certain services for the Customer relating to
language testing and ALTA desires to provide these services, subject to the terms and conditions set
forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein set forth, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Services to be Provided
ALTA will provide Customer with any language testing Service(s) as set forth in Exhibit A. Exhibit
A is attached hereto and incorporated in this Agreement by reference. It is understood that
Customer will determine the services to be provided and will request the services when
necessary. The term "Services" in this Agreement means all the services described in Exhibit A.
2. Fees and Billing Procedures
(a) Customer will pay ALTA the testing fees as per Exhibit 8 and, if using ProctorU services, the
additional proctoring fees as per Exhibit C.
(b) Customer shall pay ALTA for Services rendered no later than thirty (30) days after receipt of
an invoice from ALTA.
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel:1.404.920.3800 • Fax:1.404,920.3801 • www.altalang corn
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0—10/1/2021
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(c) Any amounts unpaid after the date on which payment is due shall bear interest at the rate
of 12% per annum. In the event either Party terminates this Agreement in accordance with
Sections 3 below, ALTA shall be entitled to the service fees and all other fees, charges and
expenses incurred or accrued up to the date that the termination is effective.
I Term and Termination
The term of this Agreement shall be one year from the Effective Date and shall be automatically
renewed for additional one-year terms unless terminated for any reason or no reason upon
thirty (30) days' notice by one Party to the other Party. In the event of termination, this
Agreement will continue to govern the Parties' rights and obligations with respect to Services
performed prior to termination. Customer may continue to request, and ALTA shall continue to
provide, Services during the period after receipt of the notice of termination and prior to the
Termination Date. During such period between the notice and the Termination Date, the Parties
shall comply with all duties and obligations in this Agreement with respect to the Services to be
provided by ALTA prior to the Termination Date. After the Termination Date, the Parties shall
have no further rights or obligations under this Agreement. Within thirty (30) days following the
Termination Date, ALTA shall invoice Customer for all outstanding Service Fees and other fees,
charges and expenses incurred prior to the Termination Date. Notwithstanding the foregoing,
upon the material breach of this Agreement by either Party, the other Party may terminate this
Agreement in writing to be effective immediately.
4. Relationship of the Parties
In performing the responsibilities hereunder, ALTA is acting as an independent contractor, and
nothing contained herein shall be construed to create a partnership, agency, joint venture, or
employer/employee relationship between the Parties. ALTA will be solely responsible for all
employment and income taxes with respect to its compensation. Neither Party has the
authority to assume or create any obligation or responsibility, express or implied, on behalf of,
or in the name of, the other Party or to bind such other Party in any way. Each Party shall be
responsible for its own social security, withholding, and other applicable tax obligations.
5. Indemnification
Each party (the "Indemnifying Party") hereby agrees to save, defend, indemnify and hold
harmless the other party and its officers, directors, employees, consultants and agents (each an
"Indemnified Party") from and against any and all losses, damages, liabilities, expenses and
costs, including reasonable legal expense and attorneys' fees ("Losses"), to which the
ALTA Language Services, Inc. • 3355 Lenox Rd NE, suite 510 • Atlanta, GA 30326
Tel:1.404.920.3800 • Fax:1.404.920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT— TESTING DEPARTMENT V 11.0 — 10/1/2021
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Indemnified Party may become subject as a result of any claim, demand, action or other
proceeding by any Third Party to the extent such Losses arise directly or indirectly out of
activities performed by the Indemnifying Party pursuant to this Agreement, except to the
extent such Losses result from the gross negligence or willful misconduct of any Indemnified
Party. In the event an Indemnified Party seeks indemnification under this Section 5, it shall
inform the Indemnifying Party of a claim as soon as reasonably practicable after it receives
notice of the claim, shall permit the Indemnifying Party to assume direction and control of the
defense of the claim (including the right to settle the claim solely for monetary consideration),
and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of
the claim.
6. Limitation of liability
ALTA shall not be liable for any indirect, special, punitive, or consequential damages which
arise under or relate to this Agreement, including but not limited to lost profits. ALTA's
aggregate liability under this Agreement shall be limited to the amount of fees paid by
Customer hereunder. The Services are provided AS IS, without warranty.
7. Confidential Information
ALTA acknowledges that any and all proprietary information supplied to ALTA by or on behalf of
Customer shall be treated as confidential and shall not be disclosed to any third party for any
purpose except in connection with the provision of the Services provided hereunder. ALTA shall
take appropriate actions by instruction or agreement with each of its employees, contractors,
agents and representatives to keep such information confidential.
8. Entire Agreement; Modification
This Agreement represents the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all other negotiations and agreements, written or verbal,
between the Parties relating to the matters contemplated hereby. This Agreement may not be
amended, waived or changed except by written agreement signed by both ALTA and Customer.
9. Price Adjustments
ALTA shall have the right to increase the prices charged for the Services to reflect any change in
the costs incurred to deliver such Services. ALTA shall use its reasonable efforts to prevent any
such cost increment from occurring. In the event that ALTA seeks to increase the prices charged
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel: 1,404,920.3800 • Fax: 1.404.920.3801 • www.altalang corn
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0—10/1/2021
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for the Services, ALTA shall provide written notice to Customer at least three (3) months prior to
such rise becoming effective.
10. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given, made and received only when personally delivered, or one (1) day
following the day when deposited with a commercially respected overnight delivery service such
as Federal Express, or three (3) days following the day when deposited in the United States
mails, to the following addresses:
If to ALTA: If to Customer: r`t�.t.rwl,"�_�"��� �
ALTA Language Services, Inc. a-C (Zoo'-
3355 Lenox Rd NE Ste. 510 >✓ , StaeJl- I Sk- 1DO
Atlanta, GA 30326 7JZTAT 99�C"� M JUp(pq
11. Waiver
No failure or delay by any Party in exercising any right, power or privilege under this Agreement
shall operate as a waiver thereof and any written waiver in one or more instances shall not be
deemed to be a further or continuing waiver of any such right, power or privilege.
12. Successors and Assigns
Subject to the immediately succeeding sentence, this Agreement shall inure to the benefit of
and be binding upon the Parties and their successors and assigns. Neither ALTA nor Customer
may assign or otherwise transfer its interest hereunder without the prior written consent of the
other Party.
13. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect or impair the validity or enforceability of the remaining
provisions of this Agreement, which shall remain in full force and effect, and the Parties hereto
shall continue to be bound thereby.
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel:1.404.920.3800 • Fax:1.404.920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0 — 30/1/2021
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14. Headings
The section headings in this Agreement are for conveniences only; they form no part of this
Agreement and shall not affect its interpretation.
15. Governing Law
This Agreement shall be construed, and its validity determined by the laws of the State of
Georgia. Any suits, claims or causes of action arising from this Agreement shall be brought in a
court in Fulton County, Georgia and all objections to venue and personal jurisdiction in such
forum are waived. Should any litigation, including appellate proceedings, be required by ALTA
to obtain payment of the Service Fee or any other fees or expenses provided for herein,
Customer shall be obligated to pay ALTA's reasonable attorneys' fees actually incurred, interest,
and other costs incident to collection.
16. Counterparts
This Agreement may be executed in separate counterparts. Facsimile copies of this Agreement
and any signature hereon shall for all purposes be considered as originals.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ACCEPTED AND AGREED TO BY:
Name (Print): [Zkk , p b dt
Title, G' �� v
Signature:
Date-,
ALTA Language Services, Inc.
Name {Print): Barbara Cozzarini
Title: Corporate compliance
Signature:
slgrNow a4gnature ID: efee777109..
10/14/2021 20:47:08 UTC
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel: 1.404.920.3800 • Fax: 1.404.920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT -TESTING DEPARTMENT V 11.0-10/1/2021
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EXHIBIT A
Language Testing Services
ALTA is not responsible for proctoring tests. Proctoring procedures are at the Customer's
discretion. ALTA partners with ProctorU to proctor Listening & Speaking IVR and online tests for
additional fees as per Exhibit C.
1. LIVE AUDIO OR VIDEO: LISTENING & SPEAKING ASSESSMENT: ALTA shall provide live audio
and/or video listening & speaking language assessments by telephone for individuals
identified by Customer in the language(s) specified by Customer and offered by ALTA.
a) Customer will arrange for the language evaluation testing date and times with ALTA.
ALTA's office hours are Monday through Friday, from 9:00am ET to 6.00pm ET.
b) Customer may change the schedule for the testing, without penalty, up to 6:00pm
ET on the business day (i.e., Monday through Friday) prior to the test.
c) ALTA will provide a 15-minute period for each candidate to appear for his or her
scheduled language evaluation test. Candidates are free to call in 5 minutes prior to
and 10 minutes following the scheduled start time of their test. If candidate fails to
appear by the 10-minute additional time period, Customer will be charged for the
testing as if it had taken place and will be required to reschedule such candidate's
evaluation testing if it so desires.
d) ALTA will score each candidate's performance according to specified grading
criteria.
e) The results of all evaluations will be submitted by ALTA to Customer's administrative
contact by email.
f) ALTA will not discuss the testing results with the testing candidate.
2. AUTOMATED (IVR): LISTENING & SPEAKING ASSESSMENT— BILINGUAL MEDICAL
ASSESSMENT — HEALTHCARE INSURANCE TERMINOLOGY ASSESSMENT - INTERPRETATION:
ALTA shall provide automated (IVR) listening & speaking, bilingual medical, healthcare
insurance terminology, and/or interpretation language assessments by telephone for
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel: 1.404.920.3800 • Fax: 1.404.920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT 11.0-10/1/2021
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individuals identified by Customer in the language(s) specified by Customer and offered by
ALTA.
a) Customer will assign the test through the ALTA portal.
b) The testing candidate may call in at any time for their automated oral language
evaluation.
c) The completed exam will be submitted to ALTA electronically for scoring.
d) ALTA will score each candidate's performance according to specified grading
criteria,
e) The results of all evaluations will be submitted by ALTA to Customer's administrative
contact by email.
f) ALTA will not discuss the testing results with the testing candidate.
3. ONLINE: SOCIAL MEDIA ASSESSMENT — AUDIO -TRANSLATION ASSESSMENT: ALTA shall
provide online social media and/or audio translation language assessments for individuals
identified by Customer in the language(s) specified by Customer and offered by ALTA.
a) Customer will assign the test through the ALTA portal.
b) Customer will submit completed exams back to ALTA electronically through the ALTA
online testing portal.
c) ALTA will score each candidate's performance according to specified grading criteria.
d) The results of all evaluations will be submitted by ALTA to Customer's administrative
contact by email.
e) ALTA will not discuss the testing results with the testing candidate.
4. ONLINE/PAPER: WRITING ASSESSMENT - TRANSLATION ASSESSMENT: ALTA shall provide
online and/or paper writing and/or translation language assessments for individuals
identified by Customer in the language(s) specified by Customer and offered by ALTA.
a) Customer will assign the test through the ALTA portal.
ALTA Language Services, Inc, • 335'> Lenox Rd NE, Suite 510 • AtlaRta, GA 30326
Tel: 1.404 920.3800 • Fax 1404 920.3801 • www.altalang cam
LANGUAGE TESTING AGREEMENT - TESTING DEPARTMENT V 11.0 - 10/1/2021
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b) Customer will submit completed exams back to ALTA electronically through the ALTA
online testing portal.
c) ALTA will score each candidate's performance according to specified grading criteria.
d) The results of all evaluations will be submitted by ALTA to Customer's administrative
contact by email.
e) ALTA will not discuss the testing results with the testing candidate.
5. ONLINE MULTIPLE-CHOICE ASSESSMENTS: READING COMPREHENSION — LISTENING
COMPREHENSION — MEDICAL TERMINOLOGY - CODE OF ETHICS: ALTA shall provide online
reading comprehension, listening comprehension, and /or medical terminology, for
individuals identified by Customer in the language(s) specified by Customer and offered by
ALTA. ALTA shall provide the online Code of Ethics test in English for individuals identified by
Customer.
a) Customer will assign the test through the ALTA portal.
b) Customer will submit completed exams back to ALTA electronically through the ALTA
online testing portal.
c) ALTA will score each candidate's performance according to specified grading criteria.
d) The results of all evaluations will be submitted by ALTA to Customer's administrative
contact by email.
e) ALTA will not discuss the testing results with the testing candidate.
6. LIVE AUDIO INTEPRETATION ASSESSMENT: ALTA shall provide interpretation assessments
for individuals identified by Customer in the language(s) specified by Customer and offered
by ALTA.
a) Customer will arrange for the language evaluation testing date and times with ALTA.
ALTA's office hours are Monday through Friday, from 9:00am ET to 6:00pm ET.
b) Customer may change the schedule for the testing, without penalty, up to 6:00pm ET on
the business day (i.e., Monday through Friday) prior to the test.
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel:1.404.920.3800 • fax: 1.404.920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0 — 10/1/2021
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c) ALTA will provide a 15-minute period for each candidate to appear for his or her
scheduled language evaluation test. Candidates are free to call in 5 minutes prior to and
10 minutes following the scheduled start time of their test. If candidate fails to appear
by the 10-minute additional time period, Customer will be charged for the testing as if it
had taken place and will be required to reschedule such candidate's evaluation testing if
it so desires.
d) ALTA will score each candidate's performance according to specified grading criteria.
e) The results of all evaluations will be submitted by ALTA to Customer's administrative
contact by email.
f) ALTA will not discuss the testing results with the testing candidate.
7. AUTOMATED (IVR): QBS and CCLA TESTING: ALTA shall provide automated (IVR) the
Qualified Bilingual Staff language assessment (QBS) and/or the Clinician Cultural and
Linguistic Assessment (CCLA) by telephone for individuals identified by Customer in the
language(s) specified by Customer and offered by ALTA.
a) Customer will assign the test through the ALTA portal.
b) Customer will verify the identity of each testing candidate.
c) Alta will provide the QBS and CCLA using its IVR system, available 24 hours a day, seven
days per week.
d) ALTA will score each candidate's performance according to specified grading criteria.
e) The results of all evaluations will be submitted by ALTA to the Customer's administrative
contact by email.
f) ALTA will not discuss the testing results with the testing candidate.
ALTA Language Services, Inc. • 3355 Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel: 1.404.920.3800 • Fax.1.404 920 3801 • www.akalang.com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 21.0-10/1/2021
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EXHIBIT B: Testing Rate Guide'
Testing Item
Cost
Listening and Speaking Live (audio)
Listening and Speaking Live (video)
Listening and Speaking (IVR)
$66
$76
$5S
Bilingual Medical (IVR)
$100
Health Insurance Terminology (IVR)
$66
Social Media (online)
$66
Audio Translation (online)
$66
Writing (online or paper)
$66
Translation - each way (online or paper)
$66
Reading Comprehension (online or paper)
$33
Listening Comprehension (online)
Medical Terminology (online)
$33
$33
Code of Ethics (online) — English
$33
Interpretation (Live audio)
$110
QBS
$110
CCLA
$110
t Rates for Turkmen and Kurdish languages are on the next page.
ALTA Language Services, Inc • 3355 Lenox Rd W, Suite 510 • Atlanta, GA 30326
Tel! 1.404.920.3800 • Fax: 1,404,920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0—10/1/2021
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Testing Rates for Turkmen, Kurmanji, and Sorani languages
Test'T'ype Cost
Online Reading Comprehension $40
Live/IVR Listening and Speaking (audio) $80
Live Listening and Speaking (video)
Online (or paper) Writing
Online (or paper) Translation (each way)
Live tests:
Access to Tall Free Number $2 per test
Candidate called by ALTA (live) $10 per test
IVR tests:
Candidate called by ALTA $8 per test
$90
$80
$80 (not available in Turkmen)
Cancellation Policy for live tests: Cancellations can be done at no charge by contacting ALTA by 6 PM
ET on the business day before the test. Later cancellations will be charged the full amount. Tests
scheduled on the same day cannot be canceled.
ALTA Language Services, Inc. • 335S Lenox Rd Ne, Suite 510 • Atlanta, GA 30326
Tel: 1.404.920.3800 • Fax: 1.404.920.3801 • www.altalang.com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0 — 10/1/2021
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Exhibit C: Proctoring Fees
Proctoring Fees
Testing Item Cost
Online Listening Comprehension $23 7
1
Online Reading Comprehension
Online Medical Terminology
$23 for one hour, $29 for two hours
- $23 — ---
Online Code of Ethics
$23
IVR Listening and Speaking
$15
$23
$29
Online Writing
Online Translation (each way)
Online Audio Translation
$29
ALTA Language Services, Inc. • 33SS Lenox Rd NE, Suite 510 • Atlanta, GA 30326
Tel; 1.404.920.3800 • Fax- 1.404-920.3801 • www.altalang,com
LANGUAGE TESTING AGREEMENT —TESTING DEPARTMENT V 11.0-10/1/2021
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City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Language Testing Agreement with Alta Language Services,
Inc. for Bilingual Testing Services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 7/15/2022
Dept Director: Valerie Francois
Cost: $66.00
Indexes: General & Utility Funds; Multipurpose Complex Fund; Sports & Community Venue
Tax; Hotel Occupancy Tax fund
Attachments: ALTA Testing Service Agreement V112021(1)
Department: Human Resources
Text of Legislative File CM-2022-170
Alta will provide the city with a Bilingual Testing Services, based on candidate business necessity.
Cost: $66.00 per test on an as needed basis.
Source of funds: Department Operating Budgets
City of Round Rock Page 1 of 1