HomeMy WebLinkAboutC12-185 Eagle Valley Alliance for Sustanability AGREEMENT BETWEEN EAGLE COUNTY
AND
THE EAGLE VALLEY ALLIANCE FOR SUSTAINABILITY
This Agreement ( "Agreement ") dated as of this 7./-• day of M , 2012, ( "Effective
Date ") is between the County of Eagle, State of Colorado, a body corpo ar a and politic, by and
through its Board of County Commissioners ( "County "), and the Eagle Valley Alliance for
Sustainability, a Colorado nonprofit corporation, with a principal mailing address of P.O. Box
4923, Vail, Colorado 81658 and physical address of 102A Main St, Minturn 81645 ( "EVAS ").
WHEREAS, the United States Department of Energy ( "DOE ") has partnered with Eagle,
Pitkin and Gunnison counties to create the Energy Smart Program (the "Program ") with the
objective to improve the energy efficiency of 10 %, or 4,100 homes in Eagle, Pitkin, and
Gunnison counties by 20 %, utilizing energy audits, resource centers, innovative financing
options, workforce training, and comprehensive results calculations; and
WHEREAS, the Program will establish one Energy Resource Center ( "ERC ") in each
county to promote the Program and to provide a simple and convenient resource to assist the
public in implementing energy efficiency and renewable energy improvements to existing
buildings;
WHEREAS, County is the lead recipient of the DOE grant for the creation and
administration of the ERCs; and
WHEREAS, EVAS is a non -profit corporation whose mission is to foster alignment of
community and environment through leadership, education, advocacy and service; and
WHEREAS, County desires to contract with EVAS for assistance in operation of the
ERC within Eagle County; and
WHEREAS, County and EVAS intend by this Agreement to set forth the scope of the
responsibilities of EVAS and related terms and conditions to govern the relationship between
EVAS and County.
AGREEMENT
NOW THEREFORE, based upon the representations by EVAS set forth in the foregoing
recitals, for good and valuable consideration, including the promises set forth herein, the parties
agree to the following:
1. Scope of Services:
1.1 The term "Work" as used herein shall mean the tasks, services and activities
EVAS is required to perform to fulfill its obligations under this Agreement, particularly set forth
in the attached Exhibit "A" labeled Scope of Services (hereinafter called the "Work ")
incorporated herein by reference. The Work is generally described as supporting a
comprehensive, on- demand ERC that will provide customer service and technical support to
Program constituents on residential building energy issues. EVAS will help owners take
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advantage of energy audit incentives and available rebates, connect them with qualified
contractors, provide feedback on potential improvements, provide available financing
information and follow up evaluations.
1.2 Any revision, amendment or modification of this Agreement shall be valid only if
in writing and signed by all parties. Except as may be expressly altered by the amendment, all
terms and conditions of this Agreement shall control. To the extent the terms and conditions of
this Agreement may conflict with Exhibit "A" or any future exhibits or amendments, the terms
and conditions of this Agreement shall control.
1.3 EVAS agrees that EVAS will not knowingly enter into any arrangement with
third parties that will conflict in any manner with this Agreement.
1.4 EVAS has given the County a proposal for performing the Work and represented
that it has the expertise and personnel necessary to properly and timely perform the Work.
2. Effective Date and Term of Agreement:
2.1 This Agreement shall not be effective or enforceable until it is approved and
signed by both parties (hereinafter called "Effective Date ").
2.2 The parties agree that the Term of this Agreement shall be from the Effective
Date through August 31, 2013, unless earlier terminated or extended in accordance with the
terms of this Agreement. County shall not be liable to compensate EVAS for any Work
performed prior to December 1, 2011 or after the termination of this Agreement.
2.3 This Agreement may be terminated by either party for any reason with 15 days
written notice, with or without cause, and without penalty. In the event EVAS files for
bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this
Agreement is terminated, and all rights of EVAS and obligations of County, except payment of
accrued but unpaid fees set forth in Section 2.3 hereof, shall terminate immediately.
2.4 In the event of any termination of this Agreement, EVAS shall be compensated
only for accepted performance up to the date of termination, however, before any final payment
will be made, EVAS shall forthwith return any and all unexpended funds, unused products and
materials, Program records, documents and reports, entirely or partially completed, whether in
electronic form or otherwise to County, together with any other data or materials supplied by
County.
3. Independent Contractor:
3.1 With respect to the Work hereunder, EVAS acknowledges that its compensation
under this Agreement is being funded by grant money for the purpose of providing Services to
Eagle County residents under the terms of the DOE grant. Nothing in this Agreement shall be
deemed to make EVAS or any of its agents, employees or officers an agent or employee of
County.
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3.2 EVAS shall not have the authority to, and will not make any commitments or
enter into any agreement with any party on behalf of County without the written consent of the
Board of County Commissioners.
3.3 EVAS and its employees are not entitled to workers' compensation benefits
through the County. EVAS is solely responsible for necessary and adequate workers'
compensation insurance and shall be responsible for withholding and paying all federal and state
taxes. EVAS and its employees are not entitled to unemployment insurance benefits unless
unemployment compensation coverage is provided by an entity other than the County. EVAS
hereby acknowledges full and complete liability for and timely payment of all local, state and
federal taxes imposed including, without limitation, tax on self - employment income,
unemployment taxes and income taxes.
4. Payment Terms:
4.1 EVAS shall employ all experienced and qualified staff, and procure all goods and
services necessary to complete the Work. Such employment and procurement shall be
accomplished using the EVAS's resources and shall not increase the maximum amount payable
hereunder by the County.
4.2 The maximum amount payable to EVAS by County under this Agreement is
$72,000 which assumes full 32 hours per week maximum and travel expenses. Payment will be
made on a monthly basis upon invoice in the form and manner approved by County. Such
invoices shall be submitted monthly by EVAS. Invoices must clearly demonstrate that the Work
describe herein is being or has been accomplished. County shall fully pay each invoice within
30 days of receipt thereof if the amount invoiced represents acceptable performance by EVAS,
however, payment may be delayed if Work, invoices, or other requirements is deemed
insufficient.
4.3 If County is not satisfied with the completeness of a submitted invoice, County
may request Contractor to either revise the invoice or provide additional information before
payment will be made.
All invoices must be emailed to the following address to ensure proper payment:
john.gitchell@eaglecounty.us .
4.4 If, prior to payment of compensation or reimbursement for services but after
submission to County of a request therefore by EVAS, County reasonably determines that
payment as requested would be improper because the Work was not performed as prescribed by
the provisions of this Agreement, County shall have no obligation to make such payment. If, at
any time after or during the Term or after termination of this Agreement as hereinafter provided
or expiration of this Agreement, County reasonably determines that any payment theretofore
paid by County to EVAS was improper because the Work was not performed as prescribed by
the provisions of this Agreement, then upon written notice of such determination and request for
reimbursement from County, EVAS shall forthwith return such payment to County. Upon
termination of this Agreement as provided herein or expiration of the term, any unexpended
funds advanced by County to EVAS shall forthwith be returned to County.
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4.5 Notwithstanding anything to the contrary contained in this Agreement, no charges
shall be made to the County nor shall any payment be made to EVAS in excess of the amount for
any work done in respect of any period after December 31st of the calendar year of the Term of
this Agreement, without the written approval in accordance with a budget adopted by the Board
of County Commissioners in compliance with the provisions of Article 25, Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and
the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
5. Reporting and Notification
5.1 EVAS shall submit a final report to County upon expiration or sooner termination
of this Agreement, containing an evaluation and review of EVAS's performance and the final
status of EVAS's obligations hereunder. In addition, EVAS shall comply with all reporting and
meeting requirements, including quarterly meetings and reports updating EVAS's progress on
the Work described herein.
5.2 Within 10 days after being served with any pleading in a legal action filed with a
court or administrative agency, related to this Agreement or which may affect EVAS's ability to
perform its obligations hereunder, EVAS shall notify county of such action and deliver copies of
such pleadings to the County's principal representative for receiving notice as identified herein.
If County's principal representative is not then serving, such notice and copies shall be delivered
to the Eagle County Manager at 500 Broadway, P.O. Box 850, Eagle, CO, 81631.
5.3 Copies of any and all subcontracts entered into by EVAS to perform its
obligations hereunder shall be submitted to the County or its principal representative upon
request by the County. Any and all subcontracts entered into by EVAS related to its
performance hereunder shall comply with all applicable federal and state laws and shall provide
that such subcontracts be governed by the laws of the State of Colorado.
6. Indemnification:
Within the limits allowed by law, EVAS shall indemnify County for, and hold and defend
the County and its officials, boards, officers, principals and employees harmless from all costs,
claims and expenses, including reasonable attorney's fees, arising from claims of any nature
whatsoever made by any person in connection with the negligent acts or omissions of, or
presentations by EVAS. This indemnification shall not apply to claims by third parties against
the County to the extent that the County is liable to such third party for such claim without
regard to the involvement of EVAS.
7. EVAS's Professional Level of Care and Additional Duties:
7.1 In rendering its services hereunder, EVAS shall comply with the highest standards
of customer service to the public. EVAS shall provide appropriate supervision of its employees
to ensure the maintenance of these high standards of customer service and professionalism, the
performance of such obligation to be determined at the sole discretion of County. In the event
that County finds these standards of customer service are not being met by EVAS, County may
terminate this Agreement, in whole or in part, upon ten (10) days notice to EVAS.
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7.2 All funds received by EVAS under this Agreement shall be or have been
expended solely for the purpose for which granted, and any funds not so expended, including
funds lost or diverted for other purposes, shall be returned to County. EVAS shall provide the
County with progress reports as more specifically set forth in the attached Exhibit "A ".
7.3 EVAS shall make, keep, maintain and allow inspection and monitoring by the
County of a complete file for all records, documents, communications, notes and other written
materials, electronic media files, and communications, pertaining in any manner to the Work or
the delivery of services (including, but not limited to the operation of programs) or goods
hereunder. EVAS shall maintain such records until the last to occur of the following: (i) a period
of seven years after the date of this Agreement, along with any extensions or renewals, is
completed or terminated; or (ii) final payment is made hereunder, whichever is later, or (iii) for
such further period as may be necessary to resolve any pending matters, or (iv) if an audit is
occurring, or EVAS has received notice that an audit is pending, then until such audit has been
completed and its findings have been resolved (the "Record Retention Period ").
7.4 EVAS shall permit the County to audit, inspect, examine and /or copy EVAS's
records related to this Agreement during the Record Retention Period to assure compliance with
the terms hereof or to evaluate EVAS's performance hereunder. If the Work fails to conform to
the requirements of this Agreement, the County may require EVAS to promptly bring the Work
into conformity with the grant requirements at EVAS's sole expense. If the Work cannot be
brought into conformance by re- performance or other corrective measures, the County may
require EVAS to take necessary action to ensure that future performance conforms to grant
requirements and exercise the remedies available under this Agreement, at law or in equity in
lieu of or in conjunction with such corrective measures.
7.5 EVAS shall permit the County to monitor its activities conducted pursuant to this
Agreement using any reasonable procedure, including but not limited to: internal evaluation
procedures, examination of program data, special analyses, on -site checking, formal audit
examinations, or any other procedures. All monitoring by County shall be performed in a
manner that shall not unduly interfere with Grantee's performance hereunder.
7.6 EVAS shall comply with all applicable federal, state and local rules, regulations
and laws governing the Work to be performed under this Agreement. EVAS shall be solely
responsible for ensuring proper licensing and credentialing of those providing services under this
Agreement.
7.7 EVAS shall comply with the requirements of the Civil Rights Act of 1964 and
Section 504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color,
sex, age, religion, political beliefs, national origin, or handicap.
8. Notice:
Any notice required under this Agreement shall be given in writing by registered or certified
mail; return receipt requested which shall be addressed as follows:
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COUNTY: EVAS:
Adam Palmer Megan Gilman
Community Development Department Chair, Board of Directors
500 Broadway P.O. Box 4923
P.O. Box 850 Vail, CO 81658
Eagle, Colorado, 81631
With a copy to
Eagle County Attorney
500 Broadway
P.O. Box 850
Eagle, Colorado 81631
9. Insurance:
9.1 At all times during the term of this Agreement EVAS shall maintain in full force
and effect the following insurance:
Insurance Type Coverage Minimums
• Workers' Compensation Statutory
• Employers Liability, including $600,000
Occupational Disease
• Comprehensive General Liability, including $1,000,000 per occurrence; $1,000,000
Broad Form Property Damage and personal injury general aggregate.
• Automobile Liability covering any auto $1,000,000 each accident
9.2 EVAS shall purchase and maintain such insurance as required above and shall
provide certificates of insurance in a form acceptable to County upon execution of this
Agreement. The above insurance policies shall include provisions preventing cancellation or
non- renewal without at least 45 days prior notice to EVAS and the County by certified mail. The
above insurance policies shall also include clauses stating that each carrier shall waive all rights
of recovery, under subrogation or otherwise, against EVAS or the County, its agencies, officers,
agents, employees and volunteers.
10. Non - Assignment and Subcontractors:
EVAS shall not assign this Agreement or employ any subcontractor without the prior
written approval of the County. EVAS shall be responsible for the acts and omissions of its
agents, employees and sub - contractors. EVAS shall bind each subcontractor to the terms of this
Agreement. The County may terminate this Agreement, if EVAS assigns or subcontracts this
Agreement without the prior written consent from the County, and any such assignment or
subcontracting shall be a material breach of this Agreement.
11. Jurisdiction and Confidentiality:
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11.1 This Agreement shall be interpreted in accordance with the laws of the State of
Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall
be in the Fifth Judicial District for the State of Colorado located in Eagle County.
11.2 EVAS acknowledges that, during the term of this Agreement and in the course of the
Contractor rendering the Services, the Contractor may acquire knowledge of the business operations of
the County not generally known or deemed confidential. EVAS may also collect and retain
information from Program participants, including utility bills and other identifying information that
shall be treated as confidential and not disclosed to third parties outside of the Program. Any such
information must be marked as confidential. EVAS shall not disclose, use, publish or otherwise
reveal, either directly or through another, to any person, firm or corporation, any such confidential
knowledge, information or data and shall retain all knowledge information or data which it has acquired
as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the other party
and/or Program participants during the term of this Agreement, and for a period of not less than five (5)
years following termination of this Agreement. Identifying information collected from Program
participants must always remain confidential. EVAS recognizes that the County is subject to the
Colorado Open Records Act and nothing herein shall preclude a release of information by the
County that is subject to the same.
11.3 Disclosure of County records or other confidential information by EVAS may be
cause for legal action by third parties against County, EVAS or their respective agents. EVAS
shall indemnify, save and hold harmless the County, its employees and agents, against any and
all claims, damages, liability, and court awards incurred as a result of any act or omission by
EVAS or its employees, agents, or assigns pursuant to the Section11.
12. Miscellaneous:
12.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals, agreements and understandings, either verbal or
written.
12.2 This Agreement does not and shall not be deemed to confer upon or grant to any
third party any right enforceable at law or equity arising out of any term, covenant, or condition
herein or the breach hereof.
12.3 Invalidity or unenforceability of any provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision was omitted.
12.4 Notwithstanding any other provision to the contrary, nothing contained herein
shall constitute a waiver, aver ex ress or implied, of any of the immunities, ri
p p y rights, benefits,
protection, or other provisions of the Colorado Governmental Immunity Act at C.R.S. § 24 -10-
101, et. seq., as amended (the "CGIA "). Liability for all claims or injuries to persons or property
arising from the negligence of the County, its departments, agencies, boards, officials and
employees is controlled and limited by the provisions of the CGIA.
12.5 Notwithstanding anything herein to the contrary, provisions of this Agreement
requiring continued performance, compliance, or effect after termination hereof, shall survive
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such termination and shall be enforceable by County if EVAS fails to perform or comply as
required.
12.6 Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely to the Parties, and not to any third party. Any services or benefits which third
parties as a result of this Agreement are incidental to the Agreement and do not create any rights
for such third parties.
12.7 Waiver of any breach of a term, provision or requirement of this Agreement or
any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be
construed or deemed as a waiver of any subsequent breach of such term, provision or
requirement, or of any other term, provision or requirement.
13. Prohibitions on Public Contract for Services:
If EVAS has any employees or subcontractors, EVAS shall comply with C.R.S. § 8 -17.5-
101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By
execution of this Contract, EVAS certifies that it does not knowingly employ or contract with an
illegal alien who will perform under this Contract and that EVAS will participate in the E- verify
Program or other Department of Labor and Employment program ( "Department Program ") in
order to confirm the eligibility of all employees who are newly hired for employment to perform
work under this Contract.
(a) EVAS shall not:
(i) Knowingly employ or contract with an illegal alien to perform
work under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to
EVAS that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public
contract for services.
(b) EVAS has confirmed the employment eligibility of all employees who
are newly hired for employment to perform work under this Contract
through participation in the E- verify Program or Department Program, as
administered by the United States Department of Homeland Security.
Information on applying for the E- verify program can be found at:
http / /«•w . dhs.gov /xprevprot /programs /gc 1185221678150.shtm
(c) EVAS shall use either the E- verify program or other Department Program
procedures to undertake pre - employment screening of job applicants while the
public contract for services is being performed.
(d) If EVAS obtains actual knowledge that a subcontractor performing
work under the ublic contract for services knowingly employs p gY s or p Y
contracts with an illegal alien, the Contractor shall be required to:
(i) Notify the subcontractor and the County within three (3) days that
EVAS has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
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(ii) Terminate the subcontract with the subcontractor if within three (3)
days of receiving the notice required pursuant to subparagraph (i) of
paragraph (d) the subcontractor does not stop employing or contracting
with the illegal alien; except that the EVAS shall not terminate the
contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
(e) EVAS shall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the
department is undertaking pursuant to its authority established in C.R.S. § 8-
17.5- 102(5).
(f) If EVAS violates these prohibitions, the County may terminate the
contract for a breach of the contract. If the contract is so terminated specifically
for a breach of this provision of this Contract, EVAS shall be liable for actual and
consequential damages to the County as required by law.
(g) The County will notify the office of the Colorado Secretary of State if
EVAS violates this provision of this Contract and the County terminates the
Contract for such breach.
11 SIGNATURE PAGE TO FOLLOW //
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
Board of County Co • II ' sion/
' / ATTEST: By:
o�F
'eter F. Runyon, Chairman
G� co
min le in _ �L �`, �l� 4 r r ' . 6
Tea J. Simontf, Clerk to t d
Board of County Commissione x''40"
- -- OG(mv i L
EAGLE VALLEY ALLIANCE FOR
SUSTAINABILITY
By:
VC;
Megan ■ ilman
Title: President, EVAS Board of Directors
i
STATE OF �,e` i1( L) )
) SS.
COUNTY OF �I (J )
The for oin instrument was acknowledged before me by/ 1 *On' i 1.1 r.,)this I ( day
of , 2012.
My commission expires: L{ ( / 1 6 % (-
Notary Pulylic i
\„_.i
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EXHIBIT A
Scope of Work
Energy Resource Center Home Energy Efficiency Technician
Eagle County/ Energy Smart Program
81.128 EECBG Program
Objective: To provide well - qualified home - efficiency technician staffing for the completion of
deliverables identified in this Scope of Work toward achievement of Program goals.
Duration: Effective date through August 31s 2013.
ERC General Activities: Eagle County's ERC will be hosted by the County. The ERC provides
consumer services to facilitate home energy improvements including home - energy assessments, energy
conservation recommendations, and implementation of energy conservation measures ( "ECMs "). EVAS
shall assist the County in accomplishing the Program goals and ERC services by providing at least one
well - qualified part-time Home Energy Efficiency Technician to complete the Deliverables identified in
this Scope of Work document.
Rate: The hourly rate, as paid out of grant funds, for EVAS's staff members shall be:
• Home Energy Efficiency Technician at $30 per hour not to exceed 32 hours per week.
Qualifications: The Home Energy Efficiency Technician should possess the following qualifications:
• At a minimum, an undergraduate college degree with preference given to candidates with degrees in
related fields such as environmental studies, engineering and architecture.
• Professional qualifications from RESNET, BPI, ASHRAE, USGBC or equivalent certification
demonstrating understanding of residential building science and energy efficiency.
• Ability to effectively communicate to participants, contractors, and in group settings.
• Demonstrates excellent customer service and organizational skills.
• Competence in MS Office, PDF management.
• Familiarity with other energy- related programs in Colorado.
Deliverables: The well - qualified Home Energy Efficiency Technician shall complete the following:
• Schedule, coordinate, and attend monthly home energy analyst and contractor training events.
• Review and assign home energy assessment requests to qualified energy analyst contractors within 24
hours of sign up.
• Review and administer Energy Smart rebate applications from homeowners for eligibility and
completeness, and forward to County for payment.
• Prepare a minimum of one program advertisements for local newspapers per month. Coordinate
placement and run dates with County accordingly.
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• Prepare and distribute email communications to participants and EVAS list serve regarding the
Program at least once per month.
• Provide quality control by ensuring energy analyst contractors provided timely response, services,
and reports to participants.
• Verify program user data spreadsheets are current and accurate.
• Other deliverables as requested by County.
Other Billable EVAS Expenses
• Mileage expense for work - related travel. Travel expenses must be pre- approved by County staff.
Payment Terms: Payments are to be made on a monthly basis upon submittal of an invoice as provided
in the Agreement. Payment may be delayed pending timely completion of deliverables as identified
above, or submittal of proper invoice for payment. Invoices shall include:
1. Staff time allocated to the specific projects and scope of work identified in the Deliverables of
this document.
2. Complete Request for Payment format as prescribed by the County and Department of Energy
protocol. Request for Payments will be in reimbursement format for expenses incurred by the
Grantee during the time period being reported. Only expenses clearly articulated and
demonstrated as relevant to the Scope of Work described herein can be reimbursed by the
County.
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