CM-2025-144 - 5/30/2025
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Language Services Agreement
CONVEY911, LLC
&
City of Round Rock
LANGUAGE SERVICES AGREEMENT
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This LANGUAGE SERVICES AGREEMENT (“Agreement”) is made and entered by and
between CONVEY911, LLC ("Convey911"), a Maryland LLC , and City of Round Rock
("Client"). The parties agree that the terms and conditions below (collectively, the “Agreement”)
shall apply to the telephone, mobile app and video language services ("Interpreter Services")
provided by Convey911 to Client. This Agreement shall be effective as of April 5, 2025 (the
"Effective Date”).
RECITALS
WHEREAS, Convey911 offers Language Interpretation and Translation Services to individuals
and entities;
WHEREAS, Client requires such Language Services when providing Services to community
members, citizens, patients or customers;
WHEREAS, Convey911desires to provide Client with Interpreter Services, and Client desires to
purchase from Convey911 these Interpreter Services, upon the terms and conditions herein.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
1. Interpreter Services. Upon request, Convey911 shall provide to Client qualified
interpreters for Interpreter Services (“Interpreter Services”). Client shall be responsible
for ensuring that ONLY authorized qualified employees and/or contractors have access
to Convey911’s systems. Client shall be solely and fully responsible for charges resulting
from use of its Client access codes, whether or not such use is authorized, and shall
indemnify and hold harmless Convey 911 from any and all claims, costs, fees,
expenses, and monetary damage awards or settlements arising from any unauthorized
use of the Client access codes to Convey911’s systems. Client represents that (i)
Interpreter Services shall be used for its own internal purposes and not for resale and (ii)
Client shall not use the Interpreter Services in any manner that may violate this
Agreement or any applicable statute or government regulation. Convey911 Services
shall have the right to terminate this Agreement for any violation of this Section. Client
shall indemnify, defend and hold Convey911 and its affiliates, and their respective
successors harmless from any government or other third-party claim or action
whatsoever arising from the use of Interpreter Services in any manner prohibited by this
Section.
1.1 Over the phone interpretation (OPI): Convey911 shall issue to client as many
access codes as required by Client to track usage by division, facility or department.
To access OPI services, Client shall call Convey911’s contact center and enter the
access code when prompted to do so. If Client elects to remove the requirement for
access codes, a dedicated toll-free number will be issued to client. Client shall be
CM-2025-144
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solely responsible for the use or abuse of Interpreter Services provided to
unauthorized users that access the given toll-free number. Customized prompts shall
only be available on dedicated toll-free numbers. Billing for this service has no
minimum time requirements.
1.2 Video remote interpretation (VRI): To access VRI services, client shall log into the
VRI platform and select the desired language. The platform is available on any
internet-powered device with a camera and microphone. Access codes may be
necessary based on account set up. Billing for this service has no minimum time
requirements.
2. Interpreter Qualifications and Standards. Convey911 and its interpreters providing
Interpreter Services under this Agreement shall comply with all federal, state, and local
policies regarding licensing requirements for language interpreters, as applicable.
Convey911also warrants and represents that all interpreters who provide Interpreter
Services under this Agreement shall satisfy the following requirements:
2.1 At all times, interpreters shall be impartial and unbiased and shall refrain from
conduct that may give an appearance of bias. Interpreters shall not allow personal
opinions to interfere with assigned duties, add unsolicited comments, and/or make
recommendations except to assist communication.
2.2 Interpreters shall be able to accurately and idiomatically turn the message from the
source language into the target language without any additions, omissions or other
factors that alter the intended meaning of the message from the speaker.
2.3 Interpreters shall be able to communicate effectively, including appropriate delivery
and poise.
2.4 Interpreters shall demonstrate high professional standards and demeanor.
2.5 Each interpreter shall immediately convey any reservations about his/her ability to
successfully complete the assignment for Client, and the interpreter shall decline any
assignment he/she deems to be beyond his/her technical knowledge or linguistic
ability.
2.6 Each interpreter shall disclose any real or perceived conflict of interest. He/she shall
not take personal advantage, financial or otherwise, of information obtained in the
course of providing Interpreter Services under this Agreement.
2.7 Each interpreter shall complete any and all orientation or training reasonably
required by Client.
2.8 Upon request from Client, each interpreter shall sign a confidentiality agreement.
3. Interpreter Replacement. If Client, in its sole and exclusive discretion, determines that
the assigned interpreter is not able to carry out the duties described in this Agreement,
poses any threat or danger to Client patients or employees, and/or is otherwise
unacceptable, Convey911 shall promptly provide a qualified replacement interpreter, if a
replacement interpreter is available within the required timeframe.
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4. Availability. Interpreter Services may not be available at all times due to interruptions,
technical problems, system upgrades, or whenever the work order involves a language
of lesser diffusion. Convey911 shall in its sole discretion assign and manage interpreter
availability to meet Client’s expressed needs for each work order. The following
conditions shall apply:
4.1 On Demand Access. Client shall be given access to interpreters on demand
24/7/365 in all popular languages spoken in Client’s market or service area.
4.2 Scheduled appointment(s). Client shall submit a work order for appointments where
the interpreter is needed at a specific time in the future, or whenever the language
needed is of lesser diffusion.
4.3 Work Order Fulfillment Notifications. Convey911shall notify Client via the service
requester’s email once an interpreter has been assigned to a work order. If an
interpreter is not available, Convey911 shall notify client as soon as possible. Client
shall inform Convey911 when creating the work order if Client prefers an availability
notification that is greater or less than the time noted in the cancellation period.
5. Translation. For the purpose of this agreement, translation refers to the transfer of
information from one language to another in written form. All translation requests must
be sent to Convey911’s Translation Division for an estimate. All estimates shall be
provided to the client at no cost. Client shall approve each estimate in writing prior to the
start of the translation project. Standard rates for translation shall be provided, in an
addendum, if the client presents an ongoing need.
6. Translation Standards. Convey911 and its translators providing translation and
localization of written content under this Agreement shall comply with all federal, state,
and local policies regarding licensing requirements for language translation and
localization, as applicable. Convey911 also warrants and represents that all translators
who provide translation and localization services under this Agreement shall satisfy the
following requirements:
6.1 All documents shall be translated at the lowest comprehension level consistent with
the original (English) document.
6.2 Unless a specific dialect is selected, all documents shall be translated so that the
material is understandable to the broadest groups and greatest numbers of
individuals speaking different dialects or variants of the target languages as is
reasonably possible.
6.3 Convey911 shall ensure that its translators provide culturally sensitive translations
that will not offend the target populations.
6.4 Convey911 shall ensure that a second translator shall manually proof-read all
translated documents to assure correct spelling, accuracy, and continuity.
6.5 All translations shall be regarded as confidential and maintained in a HIPAA
compliant environment.
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7. Term. This Agreement shall commence on the Effective Date and shall remain in effect
on a monthly basis. This agreement shall be automatically renewed for one-year periods
unless either party provides written cancellation notice to the other at least sixty (60)
days notice. Upon receipt of a timely cancellation notice by either party, this Agreement
shall terminate.
8. Primary Vendor Status. During the term of this Agreement, Client agrees to use
Convey911 as its primary vendor for all services described herein. Client may use any
other vendor for these services if Convey911 is unable to provide.
9. Termination With Cause. In the event either party defaults in the performance of any of
its covenants or undertakings contained in this Agreement, and the default continues
and is not corrected within sixty (60) days after the receipt of written notice thereof from
the non-defaulting party, specifying the default and requesting correction of the default,
the non-defaulting party may thereafter immediately terminate this Agreement by
delivering written notice to such effect to the defaulting party.
10. Termination Without Cause. Either party may terminate this Agreement upon sixty (60)
days prior written notice to the other party. If the Client initiates the termination process,
Client shall pay in full any remaining balance of the contracted amount as indicated in
Exhibit A of this Agreement. Should Convey911 terminate this Agreement under this
Paragraph 7, it shall honor and complete any and all assignments scheduled prior to
issuance of the notice of termination, unless Client requests otherwise.
11. Payments. Client shall pay Convey911 monthly on Net 30 terms unless otherwise
stated in the signed proposal or master services agreement.
12. Intellectual Property. Neither the Agreement, nor Client’s use of Convey911’s Services
provides Client with any right, title, or interest in or to the Software, or any of the other
technology, systems, processes or other aspect of the Services, including but not limited
to any intellectual property rights of Convey911. Client expressly agrees that it shall not
seek, and is expressly prohibited from asserting or filing, registrations and/or
applications for ownership or intellectual property rights in the Software or the Services
in any country, nation, or jurisdiction throughout the world, and is prohibited from
copying, decompiling, reverse engineering, disassembling, modifying, or creating
derivative works of the Software, the Interpreter Services, or any aspect thereof, and
Client agrees that it shall not do so. This provision shall continue to apply after the
Agreement ends.
13. Relationship of Parties. The relationship between Convey911 and the Client is an
independent relationship, and nothing in this Agreement shall be deemed to place the
parties in the relationship of employer-employee, principal-agent, partners or joint
ventures. Convey911shall, at all times, maintain its status as an independent contractor
and both parties acknowledge that neither is an agent, partner or employee of the other
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for any purpose. Each party shall be responsible for paying its own payroll taxes,
disability insurance payments, unemployment taxes, any employee benefits (if
applicable) and other similar taxes, benefits or charges. Neither party is authorized to act
as the agent of the other, nor shall either party be bound by the acts of the other.
14. Publicity. Upon Convey911’s reasonable request, Client shall provide a written or
recorded testimonial regarding Convey911’s Services. Any feedback given may be used
in Convey911’s marketing efforts. Client shall have final approval of all written or
recorded testimonials prior to use by Convey911. Convey911may use Client as a
contact reference in procurement opportunities to render testimony to its customer
service quality and character.
15. Confidentiality. Convey911shall not disclose any information from Client's
communications that expressly is identified by Client as being confidential.
Convey911also agrees that it may use such confidential information only for purposes
specifically contemplated in this Agreement, and shall treat it with the same degree of
care as it does its own confidential information, but with no less than reasonable care.
These obligations do not apply to information which is not expressly identified as being
confidential or that was public at the time of such disclosure, or becomes generally
known to the public through no act or omission of Convey911. If Convey911, its agents
or employees have been requested or are required (by discovery request in a litigation,
subpoena, civil investigative demand or similar process) to disclose any such
communications or else stand liable for contempt or suffer other legal censure or
penalty, then Convey911, its agents or employees so compelled may disclose such
information pursuant to that request or requirement without liability hereunder.
16. Assignment. Either party may assign this Agreement to a successor company without
consent, provided that the successor company ratifies and assumes this Agreement in
its entirety and prompt notice of the assignment is provided to the non-assigning party.
This Agreement shall be binding upon and inure to the benefit of the parties and their
respective permitted successors and assigns.
17. Force Majeure. A party is not liable under this Agreement for non-performance or
delayed or interrupted performance caused by events or conditions beyond that party’s
control if the party makes reasonable efforts to perform. This provision does not relieve
the Client of its obligation to make all payments then owing when due.
18. Limited Warranties. Convey911shall perform the Services covered by this agreement
to Client in a professional manner consistent with industry standards. Convey911makes
no other representation, warranty or guarantee, express or implied, of any kind, and
Convey911specifically disclaims any warranty or condition of merchantability or fitness
for a particular purpose. Client acknowledges that interpretations, translations, and
localizations may not be entirely accurate in all cases and that events outside of the
control of Convey911may result in incomplete or interrupted service.
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19. Entire Agreement. This Agreement and any exhibits referenced herein constitute the
entire understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all prior negotiations, understandings and agreements
between the parties, whether written or oral.
20. Notices. Any notices permitted or required by this Agreement shall be deemed made on
the day personally delivered in writing or mailed by certified mail, postage prepaid, to the
other party at the address set forth below or to such other persons and address as either
party may designate in writing. If using e-mail notification, any notices permitted or
required by this Agreement shall be deemed made on the day that a read confirmation is
received by the sending party from the responding party.
If to Convey911: Convey911, LLC
702A Frederick Rd, Baltimore, MD 21228
If to Client: City of Round Rock
203 Commerce BLV., Round Rock, Texas 78664
21. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of Maryland and the venue for any dispute arising out of this
Agreement shall be the courts serving the City of Baltimore, MD.
22. Severability. The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision.
23. Amendments. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
24. No Third Party Beneficiaries. This Agreement shall inure to the benefit of, and be
binding upon, the parties, their successors and assigns. No third party beneficiary
rights, or benefits whatsoever, are expressly or impliedly provided herein.
25. Counterparts; Facsimile. This Agreement may be executed in several counterparts,
and all counterparts so executed shall constitute one agreement binding on all parties,
notwithstanding the fact that all parties have not signed the original or the same
counterpart. The facsimile signature of any party to this Agreement or a PDF copy of the
signature of any party to this Agreement, whether delivered by e-mail, mail, or personal
delivery, for purposes of execution, is to be considered to have the same binding effect
as the delivery of an original signature on an original document.
26. Compliance. Each party shall render all Services herein in accordance with applicable
federal, state and local laws and regulations relative thereto.
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IN WITNESS WHEREOF, the parties acknowledge that they have read, understand and agree to
the terms and conditions of this Agreement.
CONVEY911, LLC City Of Round Rock
By: _______________________ By: _______________________
Name: Jeff Bruns Name: ____________________
Title: CEO Title: _____________________
Date: ___________________ Date: _____________________
JScottBruns
05/20/2025
Brooks Bennett
City Manager
05/30/2025