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22.07.13 ICA Transcultural LLC DocuSign Envelope ID: El F65502-61C0-4196-9851-17B065D39FE9 AVOn 2022 Independent Contractor Service Agreement COLORAIDO For Spanish Translation Services This Independent Contractor Service Agreement(Agreement')dated as of July 13,2022, is between the Town of Avon, a Colorado home rule community("Town')and Trans cultural a Limited Liability Company of the State ofCOLORADOwhose business address is POBox2596,Edwards,Colorado 81632 (Contractor"and,together with the Town,`Parties'). 1. Services: Contractor agrees to provide services (Services')as described in the proposal (Proposal')attached hereto and incorporated herein as Exhibit A To the extent the provisions ofthis Agreement conflict with the Proposal,the terms ofthis Agreement shall control. Contractor shall provide and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in Colorado. Contractor hereby warrants that it has the workforce,training,experience and ability necessary to properly complete the Services in a safe and timely fashion. Contractor will comply, and cause all of its employees,agents and subcontractors to comply,with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement,or any other document attached or referenced herein,to have entered into any partnership,joint venture,employer/employee or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure,and shall not provide,any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor's employees, sub-consultants, contractors, agents,or representatives,including coverage or benefits related but not limited to: local, state,or federal income or other tax contributions;insurance contributions (e.g.,FICA);workers'compensation;disability, injury, or health;professional liability insurance, errors and omissions insurance;or retirement account contributions. 3. Insurance: 3.1. Mnimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term (as defined herein)of this Agreement insurance of the kind and in the minimum amounts specified in this Section 3.1. The Required Insurance (defined below)shall be procured and maintained with insurers with an A or better rating as determined by Best's Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands,and other obligations assumed by the Contractor. The Contactor shall secure and maintain the following(Required Insurance'): A Worker's Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as maybe required by law. Such policy of insurance,if any, shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General Liability insurance with minimum combined single limits of One Mllion Dollars ($1,000,000.00)each occurrence and of One Mllion Dollars ($1,000,000.00)aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury,broad form property damage (including completed operations),personal injury(including coverage for contractual and employee acts),blanket ICA—Spanish Translation Services Page 1 of 7 DocuSign Envelope ID: El F65502-61C0-4196-9851-17B065D39FE9 contractual,independent contractors,products,and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an'Occurrence" basis as opposed to a`Maims made"basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town,and its elected officials,officers,employees and agents as additional insured parties. 3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 3. INSURANCE and its subsections,insurance shall conform to all of the following: A For both Required Insurance and other insurance carried by Contractor("Contractor Insurance'), all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers,or its employees shall be excess and not contributory insurance to that provided by the Contractor;provided,however,that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage,or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town- obtained insurance policy or coverage. B. For both Contractor Insurance and Required Insurance,the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance,no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty(30)days prior to any cancellation,termination,or a material change in such policy. 3.3. Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain and continuously maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not limit,prevent,preclude,excuse,or modify any liability,claims, demands, or other obligations ofthe Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage,conditions, restrictions,notices,and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion,the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith,and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town,or at the Town's sole discretion,the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 3.4. Insurance Certificates. Prior to commencement ofthe Services,the Contractor shall submit to the Town applicable certificates of insurance for all Required Insurance. Insurance limits,term of insurance,insured parties,and other information sufficient to demonstrate conformance with this Section 3.INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the fiat page of this Agreement. The Town may request and the Contractor shall provide within three (3)business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may,at its election,withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. ICA—Spanish Translation Services Page 2 of 7 DocuSign Envelope ID: El F65502-61C0-4196-9851-17B065D39FE9 4. Payment: Payment for Services shall be due only after the Services are completed to the Town's satisfaction,which satisfaction shall be determined by the Town in its sole and reasonable discretion,and after Contractor has submitted an invoice for the amount due complete with the Contractor's taxpayer identification number or social security number. Town shall pay Contractor within thirty(30)days after an invoice in proper form is submitted to Town. 5. Ownership of Documents: 5.1 Work Product is Property of Town. Upon complete payment for services rendered,the Work Product,as defined in Sub-Section 1.1, shall be deemed work made for hire and made in the course of Services performed under this Agreement and will be the exclusive property of Town. Town will have unlimited right to make,have made,use,reconstruct,repair,modify,reproduce,publish, distribute and sell the Work Product, in whole or in part,or combine the Work Product with other matter,or not use the Work Product at all,as it sees fit. Any reuse ofthe Work Product produced under this Agreement for any purpose not directly related to this Agreement will be at the sole risk of Town. 5.2 Obligations of Contractor's Personnel and Subcontractors. Contractor warrants it has enforceable written agreements with all of its personnel and subcontractors to be involved in performing the Services that: A assign to Contractor ownership of all patents,copyrights and other proprietary rights created in the course of their employment or engagement;and B. obligate such personnel or subcontractors,as the case maybe,upon terms and conditions no less restrictive than are contained in this Section 5 OWNERSHIP OF DOCUMENTS,not to use or disclose any proprietary rights or information learned or acquired during the course of such employment or engagement including,without limitation,any Work Product,all Contractor property and any other infonmtion pursuant to this Section 5 OWNERSHIP OF DOCUMENTS. 5.3 Assignment of Proprietary Rights. To the extent that any title to any Work Product may not, by operation of law,vest in Town,or such Work Product may not be considered to be work made for hire, Contractor hereby irrevocably transfers and assigns to Town in perpetuity all worldwide right,title and interest in and to the patent rights, copyrights,trade secrets and other proprietary rights in and ownership of the Work Product 5.4 Town Furnished Information. Title to all materials and all documentation furnished by the Town to Contractor will remain in the Town. The Contractor will deliver to the Town and any all Work Product and property,including copies thereof on whatever media rendered,upon the fast to occur of A the Town's written request;or B. completion ofthe Services under this Agreement;or C. termination of this Agreement. 5.5 The Contractor waives any right to prevent its name from being used in connection with the Services. 6. Employment of or Contracts with Workers without Authorization. This paragraph shall apply to all Contractors whose performance ofworkunder this Agreement does not involve the delivery of specific end product other than reports that are merely incidental to the performance of said work. This paragraph shall not apply to any services falling under the exceptions provided for in C.R S. 8-17.5- 101(b)(I)-(V). Contractor shall not knowingly employ or contract with a worker without authorization to ICA—Spanish Translation Services Page 3 of 7 DocuSign Envelope ID: El F65502-61C0-4196-9851-17B065D39FE9 perform work under this Agreement. Contractor shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any workers without authorization. By entering into this Agreement,Contractor certifies as ofthe date ofthis Agreement it does not knowingly employ or contract with a worker without authorization who will perform work under the public contract for services and that the Contractor will participate in the e verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. The Contractor is prohibited from using either the e verify program or the department program procedures to undertake pre-employment screening ofjob applicants while this Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with a worker without authorization,the Contractor shall be required to notify the subcontractor ad the Town within three (3)days that the Contractor has actual knowledge that a subcontractor is employing or contracting with a worker without authorization. The Contractor shall terminate the subcontract if the subcontractor does not stop employing or contracting with the worker without authorization within three(3)days of receiving the notice regarding Contractor's actual knowledge. The Contractor shall not terminate the subcontract if during such three days,the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with a worker without authorization. The Contractor is required to comply with any reasonable request made by the apartment of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If the Contractor violates this provision,the Town may terminate this Agreement,and the Contractor may be liable for actual and/or consequential damages incurred by the Town,notwithstanding any limitation on such damages provided by such Agreement. 7. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to the Contractor and may provide such notice by email. 8. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town,its officials, employees, contractors,or agents,or any other person acting on behalf of the Town and,in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act,Title 24,Article 10,Part 1 ofthe Colorado Revised Statutes. 9. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because ofrace,color,religion, sex or national origin. Contractor will take affirmative action to ensure applicants are employed,and employees are treated during employment without regard to their race,color,religion,sex or national origin. Such action shall include,but not be limited to the following: employment,upgrading,demotion or transfer,recruitment or recruitment advertising;layoff or termination; rates ofpay or other foriib of compensation;and selection for training,including apprenticeship. 10. No Third-Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of or claim for relief for, any third party,including any agent, sub-consultant or sub-contractor of Contractor. Absolutely no third party beneficiaries are intended by this Agreement Any third party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 11. Limitation of Damages: The Parties agree that Contractor's remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement and that Town shall not be liable for indirect,incidental, special, consequential or punitive damages,including but not limited to lost profits. ICA—Spanish Translation Services Page 4 of 7 DocuSign Envelope ID: El F65502-61C0-4196-9851-17B065D39FE9 12. Indemnity: To the fullest extent permitted by law,Contractor shall indemnify,defend and hold harmless Town,its members,affiliates, officers, directors,partners,employees,and agents from and against all claims,damages,losses and expenses,including but not limited to reasonable attomey's fees, arising out ofthe performance ofthe Services,provided that any such claim,damage,loss or expense is caused by any negligent act or omission of Contractor,anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable,except to the extent any portion is caused in part by a party indemnified hereunder. 13. Governing Law,Venue,and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County,Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement,the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment,the language of this Agreement shall govern. 14. Term. The provision of Services under this Agreement shall commence on July 13,2022(the `Effective Date')and continue until terminated by either party. The Town will be able to terminate at any time upon providing written notice and may provide such notice by email. 15. Article) Section 20/TABOR The Parties understand and acknowledge that the Town is subject to Article X §20 of the Colorado Constitution("TABOR'). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and,therefore,notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available in accordance with the rules,regulations, and resolutions of Town of Avon,and other applicable law. Upon the failure to appropriate such funds,this Agreement shall be terminated. 16. Background Check.Abackground check of Contractor and any Contractor's employees or subcontractors maybe required by the Town. Contractor can provide proof of a CBI check within the past six(6)months and shall provide a copy prior to the commencement of any Services (this can be acquired online by going to www.colorado.gov)or the Town will conduct the background check and provide a submission farm to be completed by the Contractor. ICA—Spanish Translation Services Page 5 of 7 DocuSign Envelope ID: ElF65502-61C0-4196-9851-17B065D39FE9 AGREEMENT READ,UNDERSTOOD AND APPROVED: TOWN OF AVON CONTRACTOR r—DocuSigned by: p—DocuSigned by: By: TT 7_ �-^zk-e, de,genie By: Mchelle 77 T1; Name: Jneke def 98D7548C465 . Name: Mchelle Di 55348283AOED44F2 Title: General Government Manager Title: Co-Owner&Founder APPROVED AS TO FORM r—DocuSigned by: Karl Hanlon,To\cvncct'F3 ICA—Spanish Translation Services Page 6 of 7 DocuSign Envelope ID: ElF65502-61C0-4196-9851-17B065D39FE9 EXHIBIT A Trans- \ CuituraI [errando el cirtulo de la comunicauidn I Closing the communication loop June 14, 2022 Ms. Ineke de Jong Town of Avon 100 Mikaela Way Avon, CO 81632 Dear Mrs. De Jong, It is my pleasure to write this letter to express my interest in working with you to provide superior language access services to the Town of Avon and its constituents. With over 15 years of professional experience in cultural awareness and culture brokering, Bratzo Horruitiner and I founded Transcultural three years ago with a simple mission: bridging the communication gap and helping to build a more inclusive Eagle River Valley for all—a mission that we believe aligns well with your own. Since then, Transcultural has been successfully providing translation, interpretation and transcreation services to local government agencies, nonprofits, businesses, healthcare organizations and other members of our Eagle River Valley community and surrounding area. We have supported our clients to effectively deliver culturally relevant and responsive messaging for a variety of topics, including our county's COVID-19 emergency response efforts, public campaigns for recent local elections, various legal and medical documents, medical research, nonprofit newsletters and other program-related content in the space of recreation, education, mental health, and more. In addition, we continue to expand our services based on our customers' needs and feedback, and have recently added interpretation services with a team of highly qualified and certified local professional interpreters. Enclosed, please find the following documents: • Transcultural Service Fees • Business Flyer Transcultural provides individualized customer service and consultation to meet our clients' needs and those of our community, particularly of vulnerable populations with limited English proficiency. With a profound understanding of the cultural nuances that make-up the vast diversity in our valley, we will actively partner with you so we don't just translate for content, but for meaning, ensuring that your intended message always resonates with your target audience. Transcultural offers a unique and localized solution to your translation and language access needs, and we hope to work with you in the near future to better serve our communities together. Th n you fo ur time and consideration, Mich o CEO,Transcultural DocuSign Envelope ID: ElF65502-61C0-4196-9851-17B065D39FE9 Trans- ' CuituraI Cerrando el cirmlo de la mmuniraridn I Closing the communication loop Transcultural Service Fees Interpretation Services • The hourly rate for simultaneous or consecutive interpretation is between $65-$75.00 per hour, depending on the complexity of the content. A two-hour minimum will always be charged. • For any event longer than 2 hours, we will send a team of 2 interpreters to take turns and provide a clear and accurate interpretation. • Last minute requests: a $35 scheduling fee will be added for any events that are scheduled with less than 48 hours' notice, and scheduling will be subject to interpreter availability. • Cancellation policy: If any assignment is canceled with less than 48 hour's notice, Transcultural will invoice for the entire scheduled block of time. If a request is canceled on an untimely basis, the interpreter loses the opportunity to make up that revenue elsewhere. Translation Services The cost of a translation depends on various factors,the largest one being the length of the text to be translated. In addition, the price of a translation can vary substantially depending on the subject. The more specific and technical the terminology in a translation, the higher the translation rates. For example, the translation of a scientific journal article will cost more than translating a brochure about a school program. Lastly, prices for a translation change if it requires particular formatting work, an urgent delivery date, or if it is a specific type of translation (certified translation, notarized translation, etc.) Transcultural offers two levels of service to best meet the specific requirements of each translation project. The table below shows indicative translation prices for different types of documents depending on the quality level requested. Level Professional Certified or Notarized Minimum per cost per $30 Additional $20/$35 document Price per word* From $0.20 Additional $20/$35 Quality Translation performed by a Includes additional written proof of native-speaker professional authenticity, completeness and translator and reviewed by a quality of a translation. second professional translator. Best for content requiring more accuracy. Recommended Use Press Releases, presentations, Certain organizations, such as reports, websites, marketing government entities or universities, assets, content localization. Any will require certified or notarized formal document for publication. translations of official documents, such as transcripts, a will or a birth certificate. DocuSign Envelope ID: ElF65502-61C0-4196-9851-17B065D39FE9 Trans- ' CuituraI Cerrando el cirmlo de la mmuniraridn I Closing the communication loop A certified translation means that the translation agency includes a signed and dated statement attesting that the translation presented is accurate, complete and true, and that the person who translated the document is indeed qualified and fluent in both English and the language of the document. Certified Translation Cost: Price per word + $20 A notarized translation includes following a legal procedure, when a notary public authorized by a government to authenticate legal formalities puts his stamp and signs the translation. A notary does not assess quality, but verifies the identity of the translator, who signs the certificate of accuracy. Notarized Translation Cost: Price per word + $35 Translation Delivery Times Timelines for the delivery of translations depend on several factors, including the number of words, the language level and the file format. One translator can translate an average of 2,000 words per day. In addition, we have to allow time for project management, proofreading, and email exchanges. Below, you will find some information about the translation of documents of different lengths: Standard Delivery Timeframes: - Short documents (500—3,000 words): 2-4 days - Mid-length documents (3,000 to 10,000 words): 5-7 days - Longer documents (10,000 words or more): From 7-14 days, based on length *some special projects may require additional time, which will be discussed with clients prior to project acceptance. Rush Translations: An additional $0.05 per word will be charged for rush translations. The below timeframes are estimates. We will work with you to meet your deadlines. - Short documents (500—5,000 words): 24-48 hours - Mid-length documents (5,000 to 10,000 words): 3-5 days - Longer documents (10,000 words or more): From 5-10 days, or mutually agreed upon time Formatting: Time for projects that require complex formatting support will be billed at an hourly rate of$60.00 in addition to the per word rate. An estimate of the time required for each project will be discussed with the client and mutually agreed upon prior to project acceptance. DocuSign Envelope ID: ElF65502-61C0-4196-9851-17B065D39FE9 Trans- \ CuituraI (errando el circulo de la comunicacion I (losing the communitation loop Transcreation services: Some documents require special cultural adaptation in order for the content to maintain its intended meaning and relevance for the target audience. Transcreation services are billed at an additional hourly rate of$60.00. An estimate of the time required for each project will be discussed with the client and mutually agreed upon prior to project acceptance. Translation Management Services: Some projects may require ongoing translation support throughout a period of time. We can have a translator available to you and your agency for special time-limited projects on a case-by-case basis to support emergent translation needs, such as in the case of natural or human caused disasters that require immediate turnaround times (less than 2 days). In these instances, an additional hourly rate of$60.00 will be billed per project for the services provided. This fee will be discussed with the client and mutually agreed upon prior to project acceptance.