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TRANSLATE INC - CONTRACT - SOLE SOURCE - TRANSLATE INC
Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 1 of 16 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City", as agent, on behalf of the POUDRE FIRE AUTHORITY, hereinafter referred to as the “PFA”, and TRANSLATE, INC. hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of eight (8) pages and incorporated herein by this reference. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than April 30, 2023. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City/PFA of such condition within ten (10) days from the onset of such condition. 4. Early Termination by City/PFA /Notices. Notwithstanding the time periods contained herein, the City/PFA may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Service Provider: PFA: Copy to: Translate, Inc. Attn: Annette Carrar / CFO 31 West 34th Street, Ste 8006 New York, NY 10001 grantsmanagement@ndri- usa.org Poudre Fire Authority Attn: Chief Derek Bergsten 102 Remington Street Fort Collins, CO 80524 Derek.Bergsten@poudre-fire.org City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 2 of 16 In the event of early termination by the City/PFA, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Compensation. The City/PFA shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit A, consisting of eight (8) pages and incorporated herein by this reference. The cumulative fee paid to the Service Provider shall not exceed $50,000. Invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. The City/PFA is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City/PFA pays invoices on Net 30 days from the date of the invoice. 6. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City/PFA, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8- 186, and Article X, Section 20 of the Colorado Constitution. The City/PFA shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 7. City/PFA Representative. The City/PFA will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City/PFA Representative. 8. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City/PFA shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the City/PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City/PFA), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City/PFA, nor will it obligate DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 3 of 16 the City/PFA to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City/PFA to the same extent as the work of the Service Provider. Irrespective of any subcontractors named in Exhibit A, Service Provider shall be solely responsible for performance of all duties hereunder. 10. Personal Services. It is understood that the City/PFA enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City/PFA. 11. Acceptance Not Waiver. The City/PFA’s approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 4 of 16 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City/PFA, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City/PFA as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page attached hereto, and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City/PFA. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 5 of 16 The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 19. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 20. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto, and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 6 of 16 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: POUDRE FIRE AUTHORITY By: _________________________________ Derek Bergsten, Fire Chief Date: ______________________________ ATTEST: APPROVED AS TO FORM: TRANSLATE,INC. By: Printed: Title: Date: Sara Jahnke, Ph.D. Chief Executive Officer 11/22/2022 DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Assistant City Attorney 1/16/2023 1/16/2023 City Clerk Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 7 of 16 EXHIBIT A SCOPE OF SERVICES I. PROJECT BACKGROUND AND UNDERSTANDING Poudre Fire Authority (PFA) is seeking to address a distinct crisis of culture identified by Fire Chief Derek Bergsten after his arrival in 2021. Prior to Chief Bergsten’s arrival, the PFA leadership team had already undertaken an Assessment of Labor and Leadership Relationships (Summer, 2020) as a result of an intensely strained relationship between labor and management. The department developed 4 key action items to create positive cultural change at PFA as a result of that assessment. This included a commitment to: 1. Movement of personnel 2. Rebuild relationships and organizational trust 3. Develop a new PFA Way Cultural Plan for the Organization 4. Continuous Improvement As a part of this commitment to improve the organizational culture, PFA also launched a 5- part professional development series called “Trustworthy Leadership”, aimed at developing leaders at all levels of the organization. This initiative has been broadly accepted by the membership and many staff have already started their trainings. It is the Service Provider’s understanding that an issue has arisen after concerns arose surrounding PFA’s participation in local Pride events, which leads the leadership of the Municipality and Department to believe that there is a need to examine the workplace from a broader, more integrated approach. Aside from issues of respect and labor relations, it is believed that a deeper examination of the workplace culture is needed to confirm if additional issues exist and provide a forum for PFA to continue the comprehensive culture change initiative that began in 2020, and would allow for a healthy, safe working environment moving forward. II. APPROACH The Service Provider believes that a diverse, inclusive, and respectful workplace is one element of helping ensure a psychologically and mentally healthy work environment for all. Service Provider utilizes this lens in all its work. In starting this work, PFA has equally identified that a diverse, inclusive, and respectful workplace is one element of helping ensure a psychologically and mentally healthy work environment. Through this initiative, Service Provider’s goal is to compliment and build on the work already undertaken by PFA and ensure consistency of outcomes and language by creating a department specific, health and safety focused program to address the areas identified as desired or necessary by leadership. In undertaking this project, the Service Provider will partner with PFA on a multi-year phased approach that includes the following 2 components: 1. Training 2. Strategic Planning The Service Provider always recommends that any change management initiative be grounded in research and that all decisions of the future state and action plans be evidence- based. Typically, Service Provider does this by developing, designing, and analyzing a department-wide survey of all staff to identify existing culture and respectful workplace behavior, perceptions, and concerns. Given the recent stressed labor-management DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 8 of 16 relationship, however, the Service Provider understands that undertaking any sort of pre- initiative employee perception survey would likely lead to skewed results. As a result, the Service Provider suggests that the initiative be based on current subjective understandings and perceptions rather than on empirical data. While it is the Service Provider’s preference to drive a culture change program from evidence-based research of current staff perceptions, the Service Provider agrees that any results gathered at this time would not net the desired results. In the absence of irrefutable evidence- based data that “a problem” exists, the Service Provider would suggest that it could be possible to compile what existing data PFA has, combined with the anecdotal evidence PFA is aware of, to paint a circumstantial picture of the current state of the workplace culture. Taking this route, while expedient, would require agreement by management that anecdotal evidence alone is enough for action. A. COMPONENT 1: TRAINING AND PROFESSIONAL DEVELOPMENT It is the Service Provider’s understanding that PFA would like to enhance the cultural competency of its workforce through a multifaceted training and professional development program targeting basic DEI principals as well as some of the more topical, socially relevant subjects facing communities and employees today. It is the Service Provider’s vision, that this proposed training program would focus on bringing about refinements to the culture and help formal and informal leaders to leverage the diversity and unique strengths that each member contributes to the team and the organization. These sessions will ensure that PFA members are inspired and equipped to provide respectful support and advocacy for their colleagues and the communities they serve. The purpose of the training program would be to: 1. Build a greater awareness and understanding of equity, diversity, inclusion, cultural humility and cultural safety and the role they play in workplace health and safety, decision-making and service delivery. 2. Engage in an honest conversation about diversity, equity, and inclusion, what they mean for the PFA, and how it affects employee health and workplace relationships. 3. Provide a common framework and language for addressing interpersonal and institutional oppression, including, for example, racism, sexism, homophobia, and transphobia. 4. Examine the evidence-based daily impact of culture on members, the PFA, the global fire service culture, and our communities. 5. Provide tools to become active bystanders, allies, and leaders that can build an inclusive, mission-focused organization. 6. Develop strategies for integrating the learnings into actual workplace health and safety practices that create a healthy, resilient, and cohesive workplace. This training program will be led by the Service Provider. The Service Provider will assist PFA to develop and implement a resource-based workshop series to encourage and promote a culture of psychological health and safety through DEI in PFA. Session components mentioned by PFA include content such as: what is meant by terms such as ‘equality,’ ‘equity,’ ‘respectful workplace,’ ‘diversity,’ and ‘inclusion explain the impact of DEI issues on workplace safety, health, and wellbeing DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 9 of 16 highlight the effects of stereotyping, labelling, prejudice, and discrimination build an enhanced awareness of power and privilege and the role it plays in workplace decision making and service delivery describe different characteristics that make people who they are explore the extent and value of diversity in a community discuss potential inequality that occurs in communities outline the meaning of inclusion and diversity in the workplace underline a greater understanding of unconscious bias and how it impacts workplace relationships provide tools on how to monitor diversity and inclusion in the workplace brief members on their responsibilities for protecting people’s psychological health and safety, as well as their rights in the workplace In this initiative, the Service Provider will incorporate these topics into the various content sessions and develop and provide workshops as outlined below, which would be delivered in a participatory and interactive way. Through engaging activities, personal story telling, and educational content, the Service Provider will enhance employees’ existing awareness and build a deeper understanding of leadership, diversity, and inclusion and how to actualize it in the workplace to the benefit of everyone. These sessions are meant to equip fire leaders and crews with a greater awareness of some of the salient social issues in society today and provide concrete tools-for-action and skills-based training in DEI, intercultural competency, conflict resolution, and human rights. Giving personnel the knowledge and skills necessary to examine their personal and professional systems will ensure that PFA is better positioned to meet the needs of all employees and will further their efforts to evolve their culture of inclusion and belonging and improve their employees’ total health and wellness. Having this knowledge and understanding is a critical foundational piece of the cultural evolution PFA is hoping to achieve. The Service Provider recommends that sessions be delivered using a three-pronged approach wherein training would be provided to (1) new recruits, (2) all department members, and (3) some specific support for the department’s leadership team of the Chief, Deputy Chief and Captains. Option 1: Service Provider Led Training This training approach will be delivered to all employees in PFA through a series of live, interactive sessions; and will be facilitated directly by the Service Provider. Sessions can be delivered as many times as required. Each training session will be 2 hours in duration and can be delivered as many times as required. The training session will consist of a ninety (90) minute interactive learning session followed by a thirty (30) minute optional “ask us anything” portion in which the participants can engage more directly with the Service Provider to ask any questions related to the topic discussed during that session. The Service Provider often finds these added sessions helpful for participants to ask any questions that they may find awkward or uncomfortable asking in other settings and can be asked using an interactive, anonymous tool. In essence, it is a safe place to ask questions on sensitive topics. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 10 of 16 The Service Provider will design and deliver the 2-hour training session to staff while staff are on-shift and PFA will more directly benefit from the 60+ years of combined experience in emergency services held by the Service Provider and that the Service Provider brings to the design and delivery of its training. In this program, the Service Provider will implement a program similar to the “United in Service FEMA model”, one which includes a progression of training components on topics such as DEI foundations and concepts, sexism and gender justice, homophobia and transphobia, racial justice, active bystanders and allyship, or any combination of issues; but which will also be tailored to the specific situation and needs of PFA and be specifically developed to augment PFA’s “Trustworthy Leadership program” using a specific Health and Safety approach. The Service Provider will develop a training module unique to PFA that the Service Provider continues to “own” at the conclusion of the contract, but that PFA will be able to use. The Service Provider will develop and deliver highly interactive adult-learning based training sessions and would be responsible for the overall content and delivery of the sessions, including preparing any materials and curriculum. Throughout the contract, the Service Provider will retain ownership of intellectual property rights and would remain the authors and owners of the creative content. The Service Provider will be responsible for discussing the materials with PFA representatives and securing the appropriate approvals prior to disseminating any materials or delivering the session. Content Possibilities The Service Provider recommends that the session provide an overview of the “basics” of Diversity, Equity, and Inclusion in order to continue the initiation of PFA learning journey. In the initial session the Service Provider will provide the foundational concepts and definitions of DEI; discuss why diversity in fire and emergency services will build a safer society; create linkages to PFA’s existing health and safety program and introduce participants to inclusive language and different types of workplace culture. It will help PFA staff move from the idea that “diversity as a problem to be managed” to “diversity is value added to our mission” and will reinforce to staff that building DEI knowledge and understanding is a foundational piece of the cultural evolution of PFA. This introductory session would include an overview of the basic concepts of: What is equity, diversity & inclusion? Reasons and benefits of DEI Issues facing minorities Phases of organizational culture Power and privilege Unconscious bias A brief primer on race, sex, and gender diversity Active bystandership Becoming a PFA ally Once introductory sessions are complete and delivered to all staff in year 1, the Service Provider will work with PFA to build additional modules and in-station training drills that progress staff along their justice literacy process with more focused and advanced topics such as: DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 11 of 16 Advanced concepts in DEI, examining ways in which social identities create power and privilege and perpetuate social exclusion and oppression Unconscious / implicit bias Impacts of social inequity on fire safety and service delivery Gender equity and sexism in the fire service Understanding and supporting LGBTQ+ inclusivity Practical ways to be a racial justice ally Strengthening our relations with Indigenous Peoples The importance of trust among fire service team members Cultural competency Religious diversity in the hall and at the call Ability and disability, barriers to belonging in the fire service High performing multigenerational workplaces Diversity of political thought Leadership diversity, exploring differing leadership values and styles Overcoming the stigma of mental health Implementing allyship across the organization Active bystanders, interrupting inappropriate behaviors Managing challenging conversations with dignity and respect Connecting to the lived experience of our community leaders and influencers DEI as a component of Psychological Health and Safety Diversity recruitment measures in the Fire Service Building a DEI Strategy and Framework Managing Diversity, implementing diversity & inclusion initiatives Promoting a culture of DEI, aligning the intent of DEI initiatives with their impacts B. COMPONENT 2: STRATEGIC PLANNING In this component, the Service Provider and PFA will collaboratively develop a Strategy focused on Diversity and Inclusion as a component of your Health and Safety program. This strategy could act as a guide for PFA to incorporate a psychological health and safety approach, and inclusive and respectful workplace principles and goals, into PFA’s work, thinking and planning. The work outlined in the strategy will be intended to help PFA align with municipal policies and assist in advancing Diversity & Inclusion practices, support, and programs over the coming years. During this component, the Service Provider will facilitate, through either virtual or face-to-face conversations, the development and implementation of a Results Based planning process with leadership, staff, and key stakeholders, and develop a strategic framework and directional plan for the organization. This will include tools and processes to: DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 12 of 16 a. Define success. b. Define the organization’s scope. c. Define key results, performance measures and major deliverables. d. Define budgets, timelines, major milestones, and assumptions. e. Determine deliverables. f. Clarify stakeholder priorities and decision points. g. Assess risk and evaluate the current chances of success. h. Define the required management and governance approach. i. Get stakeholder buy-in. At the conclusion of this component, PFA will receive a complete strategic framework document to help define, evolve, and advance a diverse, inclusive, and respectful workplace. This framework will help PFA move from plan to action to build a psychologically resilient, safe, and healthy workplace. Once completed, it will outline a vision or guiding philosophy; identify the required skills, incentives, and necessary resources to manage the change; and detail an action plan with recommended results, strategies, and performance measures. III. DELIVERABLES & TIMELINES The following timeline and deliverables are based on the Scope of Work described above: Deliverables Potential Timelines COMPONENT 1: Training and Professional Development through the delivery of DEI education Program Delivery Schedule Set November 2022 Program Delivery – Introductory Sessions (Option 1) December - March 2022 Program Delivery – Continuing Sessions and In-Station Training Drills April 2023 to December 2023 COMPONENT 2: Strategic Planning through the Development of a Psychological Health and Safety focused Diversity and Inclusion Strategy Collection and incorporation of relevant information from existing channels and strategic documents to assess the current situation January 2023 Draft an environmental scan that highlights trends and issues in the external environment February 2023 Develop a strategic framework, building on the fundamental choices about values, vision, mission, areas of emphasis and goals March 2023 DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 13 of 16 Develop an operational plan to turn the strategic framework into an action plan. Use the areas of emphasis and goals to create activities, tasks, responsibilities, timelines, and resources March 2023 Develop an implementation and evaluation plan to activate the planning document March 2023 Provide a completed strategic framework document to the organization April 2023 IV. PROJECT MILESTONES & INVESTMENTS Based on the three components outlined above, the following cost projections are provided: DELIVERABLES INVESTMENT COMPONENT 1: Training and Professional Development Option 1: Consultant Designed and Delivered Program Design (one-time cost per training program to develop the goals, objectives, training requirements, curriculum, decks, notes, tools, and resources) $2,500 Program Delivery (per live session or “time slot” – number of times the same session is delivered across the workforce) $1,250 per session COMPONENT 2: Strategic Planning Development of a Psychological Health and Safety focused Diversity and Inclusion Strategy $15,000 Any out-of-scope services will be negotiated and agreed upon between PFA and the Consultants and billed at an hourly rate of $150/hr. Costs quoted above are based on deliverables and not on hours of work, and do not include disbursements, expenses, or taxes. Expenses, including all travel expenses, must be pre-approved by PFA and will be added onto the total invoice. The investments outlined above assume that the components are done consecutively, all stakeholders are available, the project launches immediately, and no unexpected or impacting events occur. Organizational Value The value to the Poudre Fire Authority will include: The Service Provider’s experience designing and delivering similar programs and initiatives The Service Provider’s specialized understanding of fire service and public service culture The Service Provider’s work extensively nationally and internationally with fire service agencies on developing, implementing, and meeting diversity and inclusion goals DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 14 of 16 Ownership and management of the project from initial development through to adoption Engagement of the workforce in the continuous improvement of the department’s culture Joint Accountabilities The Service Provider believes in the long-term benefits of this process for PFA and recognize that this is achieved when both parties collaboratively “own” the outcome. As a result, the Service Provider asks that apart from a financial investment, PFA makes a broader commitment to the process itself by accepting responsibility and being dedicated to making major change decisions. The Service Provider accountabilities include: Delivery of all agreed-upon components on time and on budget. Adherence to agreed-on deadlines. All administrative and office costs. PFA accountabilities include: Committing to complete, in a timely manner, any mutually agreed upon work that is assigned during the process, such as reviewing drafts, training materials and reports as they are produced and providing input and feedback throughout the process. Managing logistical details associated with all team meetings and training sessions, including participant recruitment, facilities planning, meeting notices, report distribution, feedback collection, and other mutually agreed upon administrative tasks that may arise throughout the process. Actively engaging in the process and acquiring and encouraging participation from enthusiastic, knowledgeable, and vocal stakeholders. Respecting the process once it is agreed upon and treating all facilitators and participants with mutual respect and trust. Joint accountabilities include the following: Committing to a shared vision of the outcomes for the process, including shared responsibility for successes and failures. Alerting each other of anything learned that may materially affect the success of the project. Respect for each other’s confidentially and proprietary materials and approaches. Achieve reasonable accommodation for conflicts, unforeseen events, and other priorities. Provide regular and frank communication about the project, process, and progress to the entire team. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 15 of 16 EXHIBIT B INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City and/or PFA, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City/PFA with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City/PFA, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City/PFA may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins AND Poudre Fire Authority Purchasing Division 102 Remington Street PO Box 580 Fort Collins, CO 80524 Fort Collins, CO 80522 The City and PFA, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability insurance policy by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Service Provider shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor/subconsultant, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant insurance. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 Official Purchasing Document Last updated 7/19/2022 Services Agreement - PFA SS 2022 – Translate Inc – DEI Consulting for PFA Page 16 of 16 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) and Poudre Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City/PFA has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City/PFA or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City/PFA may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City/PFA, or that relates to the business of the City/PFA, or that is used by the City/PFA in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City/PFA). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City/PFA. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City/PFA. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City/PFA in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City/PFA, or the City/PFA so requests for any reason, the Service Provider shall promptly return to the City/PFA any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City/PFA’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City/PFA shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. 520 Madison Avenue 32nd Floor New York, New York 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Translate, Inc. 31 West 34th Street 8th Floor, Room 8006 New York, NY 10001 Poudre Fire Authority 102 Remington St. Fort Collins, CO 80524 A Cyber and Data Risk P101.345.304.1 12/21/2022 12/21/2023 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 12/21/202312/21/2022P101.345.303.1 XXA X A X X Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 Professional LiabilityA 12/21/202312/21/2022P101.345.302.1 1,000,000 100,000 5,000 1,000,000 2,000,000 S/T Gen. Agg. 12/21/2022 CGL HNOA Limit (per occurrence)1,000,000 DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. 520 Madison Avenue 32nd Floor New York, New York 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Translate, Inc. 31 West 34th Street 8th Floor, Room 8006 New York, NY 10001 The City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 A Cyber and Data Risk P101.345.304.1 12/21/2022 12/21/2023 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 12/21/202312/21/2022P101.345.303.1 XXA X A X X Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 Professional LiabilityA 12/21/202312/21/2022P101.345.302.1 1,000,000 100,000 5,000 1,000,000 2,000,000 S/T Gen. Agg. 12/21/2022 CGL HNOA Limit (per occurrence)1,000,000 DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 SHARED SERVICES AGREEMENT This SHARED SERVICES AGREEMENT (this “Agreement”), dated as of October 21, 2021, by and between NDRI-USA, Inc., a New York not-for-profit corporation (“Provider”), and Translate, Inc., a New York-based small business (the “Recipient”). Provider and the Recipient are sometimes individually referred to herein as a “party,” and collectively as the “parties.” WHEREAS, Provider supplies facilities and employs, among other people but not limited to: administrative support, training and research staff; and WHEREAS, the Recipient is in need of facilities and certain administrative support, training and research services; and WHEREAS, Provider desires to provide such facilities and administrative support, training and research services to the Recipient on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: 1. Shared Services. Provider agrees to provide to the Recipient the following services: support, training and research services as the Recipient reasonably requests from time to time (Hereinafter referred to as “Shared Services”). 2. Term; Termination. This Agreement shall commence on the date and year first written above and shall terminate on March 31, 2022, unless sooner terminated according to the terms hereof. This Agreement shall be renewed automatically for an additional term of twelve (12) months commencing on April 1, 2022, and each April 1st thereafter. Either party shall be entitled to terminate this Agreement on thirty (30) days’ written notice to the other party; provided that the Recipient shall remain liable for and shall pay all charged incurred hereunder prior to and through the effective date of any such termination. 3. Compensation; Payment. Within ninety (90) days of the completed fiscal year end audit, Provider shall bill the Recipient for the Shared Services provided to the Recipient hereunder in the amount equal to the “cost” of such services to Provider for such fiscal year. The Indirect Cost reimbursed on each grant will be used for all support services provided by Provider. For all other costs incurred by Provider for or on behalf of the Recipient, the “cost” shall be the actual cost to Provider of such item or service. The Recipient shall pay Provider for the Shared Services provided hereunder on or before the thirtieth (30th) day following the receipt of an invoice from Provider. 4. Indemnification. The Recipient shall indemnify, defend and hold Provider harmless from and against all claims, damages, penalties, costs, and any other expenses whatsoever including, without limitation, attorneys’ fees asserted against or incurred by Provider and arising from the provision of the Shared Services hereunder; provided, the Recipient shall have no obligation to Provider pursuant to this Section 4 for any such liability caused directly or indirectly by Provider’s willful actions or gross negligence. DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 5.No Agency; Independent Contractor Status; Separation of Activities and Books and Records. Each party, and their respective Directors, Officers, employees and agents, shall at all times be treated as independent contractors as regards the other party for all purposes hereunder. Nothing in this Agreement shall create any relationship between the parties hereto as partners, co- ventures or agents, and neither party shall, as a result of the Agreement, have any authority to act on behalf of in any way bind the other party except as may otherwise be agreed to in a separate writing executed by the parties. Each party shall be responsible for conducting its own business and other activities, and shall be responsible for its costs incurred in connection therewith. Each party hereto shall maintain or cause to be maintained its own books and records sufficient to comply with all applicable laws and regulation and also to substantiate all costs and other matters related hereto. 6.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws or choice of law rules. 7.Further Assurances. Each party will take such action and execute such instruments as the other party may reasonably request or as may be necessary or appropriate to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. 8.Severability. If any provision of this agreement is determined by a court or arbitrator to be invalid, unenforceable or otherwise ineffective, that provision shall be severed from the rest of this agreement, and the remaining provisions shall remain in effect and enforceable. 9.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. [Signature Page Follows] DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 IN WITNESS WHEREOF, the parties have executed this Shared Services Agreement as of the date and year first written above. TRANSLATE, INC. By: Name: Sara A. Jahnke, PhD Title: Chief Executive Officer and President NDRI-USA, INC. By: Name: Annette Carrar Title: Chief Financial Officer [Signature Page to Shared Services Agreement] DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 12/21/2022 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 NDRI USA Inc 31 West 34th Street 8th Floor New York NY 100013030 Rated by Multiple Companies 2772636 A Y N 76WEGAN4RB0 10/01/2022 10/01/2023 1,000,000 1,000,000 1,000,000 Poudre Fire Authority 102 Remington Street Fort Collins CO 80524 DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 12/21/2022 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 NDRI USA Inc 31 West 34th Street 8th Floor New York NY 100013030 Rated by Multiple Companies 2772629 A Y N 76WEGAN4RB0 10/01/2022 10/01/2023 1,000,000 1,000,000 1,000,000 City of Fort Collins, Attn: Purchasing Division P.O. Box Fort Collins CO 80522 DocuSign Envelope ID: DBE01B53-80AE-4FB8-98C0-C5DE78D3FAD3