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Home My WebLink AboutC15-315 Active Energies LLCAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND ACTIVE ENERGIES SOLAR, LLC THIS AGREEMENT ( "Agreement ") is effective as of the day of July, 2015 by and between Active Energies Solar, LLC, a Colorado limited liability company (hereinafter "Contractor" or "Consultant ") and Eagle County, Colorado, a body corporate and politic (hereinafter "County "). The Contractor and County shall collectively be referred to as the "Parties ". RECITALS WHEREAS, County desires to have Contractor cause the design, engineering, permitting, including obtaining available incentives from Xcel Energy, procurement, installation and maintenance of solar photovoltaic panels (the "Project ") upon the roof of the ECO Transit Bus Barn (the `Building ") located at 205 Highway 24 US Highway 24, Leadville, Colorado (the "Property "); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment and services as defined below in Article 1 hereof, and WHEREAS, Contractor represents to the County that it will work with licensed engineers to design the Project; has the required technical and professional expertise to implement the Project in accordance with the design approved by County; that implementation of the Project will stay within the Contract Price (defined below); and that it will undertake and supervise the Project, as required, to complete the Project; and WHEREAS, Contractor represents to County that it will contract with Pattillo Associates Engineers, Inc. for the engineering and design (hereinafter "Design Team ") to provide the design and engineering services necessary for completion of the Project; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with Project. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: Article 1 Services/Work �J 1.1 County is the owner of the Property. The Project is comprised of a number of steps or phases and Contractor ovenants and agrees that it shall be responsible for the various phases of the Work including, but not li ' ed to the following: a. Design and engineering; b. Permitting and approvals from applicable permitting authorities and obtaining interconnect approvals and incentives from Xcel Energy; c. Procurement of the materials and equipment; d. Installation in accordance with the design; e. Warranty; and f. Maintenance. Contractor agrees to diligently procure necessary materials, equipment and/or products ( "Equipment ") and provide all services, labor, personnel and materials necessary to perform and complete the Project as set forth herein and as described in Exhibit A which is attached hereto and incorporated herein by reference. The Equipment, services and all work necessary to complete the Project shall collectively be referred to as the "Services" or "Work ". The Work shall be provided and performed in accordance with the provisions and conditions of this Agreement. This Agreement and any exhibits attached hereto and incorporated herein by reference shall be referred to as the "Contract Documents." In the event of any conflict or i0consistency between the terms and conditions set forth in any exhibit and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 1.2 The Parties agree that the Work shall also include the following: a. Meeting Attendance: Contractor shall meet regularly with the Eagle County Project Representative (defined below) and the Design Team to discuss progress, present material and information and respond to questions regarding the Project. The Contractor will be responsible for submitting o County within five (5) working days of each meeting, the minutes of all meetings during the course oft Project. b. Coordination of Contract Document: Contractor shall prepare and review drawings and specifications and shall recommend alternative solutions whenever design details affect constructio>/installation feasibility or schedule. Further, Contractor shall review plans and specifications with the Design Team and the Eagle County Project Representative so as to eliminate areas of conflict and for cootdination, accuracy and completeness of the plans and specifications. c. Permits and Fees: Contractor shall secure all permits and approvals for the Project and shall obtain approvals from and coordinate as necessary with Xcel Energy to interconnect and receive incentives from Xcel Energy which shall be solely for the benefit of County. Contractor shall pay any required fees and costs associated with obtaining the permits and approvals. d. Staffing and Supervision. Contractor shall supervise and direct the Work, and shall be solely responsible for all design and construction/installation means, methods, techniques, interconnection, operation, maintenance, performance, sequences and procedures and shall coordinate all portions of the Work under this Agreement. The Contractor shall inspect the Work of the subcontractors or sub - consultants at all stages and at final completion and shall guard County against defects and deficiencies in the Work. Contractor shall be responsible to County for the acts and omissions of Contractor's employees, subcontractors, sub - consultants, agents, and any other persons performing any of the Work or furnishing materials or Equipment under a contract with the Contractor, including the acts and omissions of the Design Team. e. Safety. The Contractor shall be responsible for the safety of persons and property and for compliance with all federal, state and local statutes and regulations applicable to the Work. f. Design and Engineering. Contractor shall complete 50% design and engineering for the Project no later than August 15th, 2015. The 50% design must be approved in writing by the Eagle County Project Manager and Eagle County before moving forward to complete 100% design. Final design must be achieved no later than September 15th, 2015 and be approved in writing by the Eagle County Project Manager and Eagle County prior to construction procurement and installation may commence. If the design is rejected by County for failing to comply with County requirements or the Contract Price, then Contractor, without additional cost to County, shall modify the design to comply. g. Procurement. Installation and Construction. Contractor shall carry out and develop the overall plans produced by the Design Team and that have been approved in writing by the Eagle County Project Representative; establish procedures for coordination with the Design Team and other sub - consultants or subcontractors with respect to all aspects of the Work and implement such procedures. h. Equipment. County shall have the right to review, approve and inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County's request and at no charge to County: i. take the Equipment back; ii. exchange the Equipment; or iii. repair the Equipment. Contractor shall deliver, handle, store and install the Equipment in accordance with manufacturers' instructions so as not to void any warranty. i. Maintenance of Site and Work. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. Contractor shall be solely responsible for the protection of the Work. Contractor shall have no claim against the County because of any damage or loss to the Work (except that caused by negligence of County or those for whom County is responsible), and shall be responsible for the complete restoration of damaged Work to its original condition. Web -based Computer Monitoring. County or preferred third party contractor will install web�based power output monitoring system(s).Contractor agrees to allow access to system output through da�a- logging equipment as desired by County. Article 2 Project Representatives 2.1 A4m Palmer, Environmental Policy Planner shall be Eagle County's Project Representative and shall be Contractor's contact with respect to this Agreement. 2.2 Jason Weingast, shall be Contractor's Project Representative and shall be County's contact with respect to this Agreement. 2.3 Neither County's nor Contractor's representative shall be changed with less than ten (10) days prior written notice to the other party. Article 3 Schedule/Milestones and Term of the Agreement 3.1 This Agreement shall commence upon the date first written above and be substantially complete as set forth in paragraph 7.1 no later than November 15th, 2015 ( "Contract Time ") unless earlier terminated 4s set forth herein or extended with written approval of County. 3.2 Within ten (10) days of executing this Agreement, the Contractor shall prepare and submit a design and construction schedule for the Work which shall provide for the expeditious and practicable execution of the Work and shall be in a form and content acceptable to County. The schedule shall include reabstic activity sequences and durations for design, any associated approvals, delivery of Equipment with long lead -time procurement, installation and interconnection. The schedule shall be consistent with the schedule set forth in Exhibit A and shall not modify the date for completion of the design and engineering set forth in paragraph 1.2 f above and shall not exceed time limits for final completion set forth in this Agreement. Contractor agrees to furnish the Services in accordance with the schedule and Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. 3.3 Contractor shall employ additional labor, services and supervision, including such extra shifts and over time, as may be necessary to maintain and to achieve final payment in accordance with this Agreement on or before November 15`h, 2015, all without an increase in the Contract Price (defined below). 3.4 Maintenance and warranty requirements set forth in this Agreement shall commence upon substantial completion of the Work and shall continue thereafter as set forth in this Agreement. 3.5 Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 4 3.6 At all times during the performance of the Work, Contractor shall coordinate with County to ensure that the Work does not conflict with or interrupt existing operations (i.e. utility services) and access by employees to the facility. All Work at the Property shall be scheduled to avoid any conflict or interruption and shall be coordinated in writing with County at least ten (10) days before any Work is to occur. 3.7 Contractor shall promptly apply for and complete the Work so as to maintain County's ability to be eligible for Xcel Energy Solar Rewards program. In the event Contractor fails to meet the requirements for the Solar Rewards program, then Contractor shall make necessary amendments to the system and/or application to re -apply on behalf of County. If at the time of re- application, incentives are no longer available or the amount available has been reduced, the Contractor's compensation hereunder shall be reduced by an amount representing the difference between the amount of the original incentive and actual incentive provided to County, if any. Notwithstanding the foregoing, Contractor shall not be responsible for failing to obtain incentives in the event the delay is caused solely by County. 3.8 Contractor shall complete the Work in a manner which does not conflict with, damage, harm or diminish the structural, architectural, mechanical and electrical integrity of the existing Building. Further, Contractor shall not invalidate any existing warranty for the Building and any of its components including the roof as set forth in paragraph 13.2 hereof. Article 4 Extension or Modification 4.1 This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non - payment for such additional services or work performed. 4.2 The Contract Time may be changed only by a change order or written amendment to the Agreement signed by both Parties. No change to the Contract Time shall be valid unless so ordered. Article 5 Contract Price 5 5.1 County shall pay Contractor for the Work in a sum computed and payable as set forth in Exhibit A. The Work under this Agreement shall be a stipulated and fixed sum of Forty -Three Thousand Nine Hundred Ninety dollars ($43,990) ( "Contract Price "). Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 5.2 County has appropriated funds for this Project in a sum equal to or in excess of the Contract Price. 5.3 Pursluant to the provisions of §24 -91- 103.6, C.R.S., and notwithstanding anything to the Contrary contained elsewhere in this Agreement, no change order or other form of order or directive by County, and no amendment to this Agreement, requiring additional compensable work to be performed which world or services causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement, shall be of any force or effect unless accompanied by a written assurance by County that lawful appropriations to cover the costs of the additional work or Services have been made or unless such work is covered under a remedy - granting provision in the Agreement. 5.4 Eagle County is a governmental entity and all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. Specifically, notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to Contractor in respect of any period after December 31 of each calendar year during the term of this Agreement, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29 -1 -101 et. seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). Article 6 Payment Procedures 6.1 Contractor shall submit applications for payment. Applications for payment will be processed as set forth herein. 6.2 County shall make monthly progress payments on account of the Contract Price and as provided in the Contract Documents. All progress payments will be on the basis of the progress of the Work. County shall have the right to request and inspect supporting documentation for progress payments, including bitt not limited to receipts and invoices evidencing payments of charges associated with the Work. a. The period covered by each application for payment shall be one calendar month beginning on the first of each month and ending on the last day of the month. b.I Each application for payment shall be based upon the unit prices, if any, percentage of completion, and Contract Price and otherwise in accordance with the Contract Documents. Each application for payment shall show actual quantities incorporated into the Project for each portion of the Work as of the end of the period covered by such application for payment. c. Prior to completion, County shall authorize partial payments at the end of each calendar month or as soon thereafter as practicable if Contractor is satisfactorily performing the Agreement. d. Progress payments will be in an amount equal to: 95% of the Work completed. The withheld percentage of the Contract Price shall be retained until the Agreement is completed satisfactorily and finally accepted by the public entity. e. Progress payments and retained funds shall occur in compliance with this Agreement and C.R.S. §24-91-103. f. In taking action on Contractor's applications for payment, County shall be entitled to rely on the accuracy and completeness of the information furnished by Contractor and shall not be deemed to represent that (i) County has made a detailed examination, audit or arithmetic verification of the documentation submitted by Contractor; (ii) County has made exhaustive or continuous on -site inspections of the Work; or (iii) County has made examination to ascertain how or for what purposes Contractor has used amounts previously paid on the Contract Price. g. At least ten (10) days before each progress payment falls due (but not more often than once a month), Contractor shall submit to County for review an application for payment filled out and signed by Contractor covering the Work completed as of the date of the application, and accompanied by such supporting documentation as is required by this Agreement, and also as County may reasonably require. If payment is requested on the basis of Equipment not incorporated in the Work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to County, as will establish County's title to the Equipment, and protect County's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. h. County will, within ten (10) days after receipt of each application for payment, either indicate in writing a recommendation of payment or return the application to Contractor indicating in writing the reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. 6.3 Upon final completion and acceptance in accordance with this Agreement, County shall pay the remainder of the Contract Price. The final payment shall not be made until after final settlement of this Agreement has been duly advertised at least ten (10) days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of County Commissioners has held a public hearing thereon and complied with C.R.S. §38 -26- 107. Final payment shall be made in accordance with the requirements of the aforesaid statute. County shall make a final settlement in accordance with C.R.S. 38 -26 -107 within sixty days after the Agreement is completed satisfactorily and finally accepted by County. a. After Contractor has completed any corrections or Work identified for completion as part of substantial completion (see paragraph 7.1) to the satisfaction of County, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, marked -up record documents, and other documents, all as required by the Contract Documents, Contractor may make 7 application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the Contract Documents, and such other data and schedules as County may reasonably require. Payment shall be processed in accordance with C.R.S. 24-91-103 and C.R.S. 38 -26 -107. Notwithstanding the foregoing, Contractor will provide complete a4d legally effective lien releases or waivers satisfactory to County. In lieu thereof, and as approved b County, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all pay#olls, material, and equipment bills, and other indebtedness connected with the Work, for which County or its property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, sub - consultant, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or othler collateral satisfactory to County to indemnify County. b. Before County may advertise for final payment, Contractor shall deliver to County for review: i. All guaranties and warranties; ii. A letter confirming that sales tax from the County is exempt; iii. One (1) complete bound set of required operations and maintenance manuals and instructions, if any; iv. One (1) set of as -built drawings; v. To the extent not already furnished, one copy of all corrected Shop Drawings; vi. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the Work have been paid or otherwise satisfied; vii. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, material, men, supplier, manufacturer and dealer for all labor, equipment and material used of furnished by each on the Work; viii. Any other documents required to be furnished by the Contract Documents. Upon completion of the foregoing, Contractor's settlement shall be advertised in accordance with Colorado law. On the date of final settlement thus advertised, and after Contractor has submitted a written notice that 0o claims have been filed, final payment and settlement shall be made in full. 6.4 Conty may withhold payments due to Contractor, to such an extent as may be necessary to protect Co ty from loss, because of defective work or material not remedied or the failure of Contractor to carry ouf the Work in accordance with this Agreement. 6.5 Work is occurring on land and property owned by Eagle County. The Contractor acknowledges and agrees that payment shall be made in accordance with C.R.S. 24 -91 -103 and C.R.S. 38 -26 -107 and notwithstanding anything to the contrary herein hereby waives it right to lien the property. Contractor shall include the language of this paragraph 6.5 in any subcontracts for the Project. 8 6.6 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6.7 County may refuse to pay the whole, or any part of any payment if, to such extent as may be necessary to protect County from loss because: i. the Work is defective, or completed Work has been damaged requiring correction or replacement; ii. written claims have been made against County, or liens have been filed in connection with the Work; iii. the Contract Price has been reduced because of modifications to the scope of Work; iv. County has been required to correct defective Work, or complete the Work in accordance with paragraph 7.3; V. of Contractor's unsatisfactory prosecution of the Work in accordance with the Agreement; or vi. Contractor's failure to make payment to subcontractors, sub - consultants or for labor, materials, or equipment. 6.8 Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither payment of any progress or final payment by County, nor the issuance of a certificate of substantial completion under the Contract Documents, nor any use or occupancy of the Work or any part thereof by County, nor any act of acceptance by County, nor any failure to do so, nor any correction of defective Work by County shall constitute an acceptance of Work not in accordance with the Contract documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents. 6.9 The making and acceptance of final payment shall constitute a waiver of all claims by County against Contractor, except claims arising from: a. unsettled claims or liens; b. faulty or defective Work appearing after final inspection pursuant to paragraph 7.2; or c. from failure to comply with the Contract Documents or the terms of any special guarantees specified therein; d. however, it shall not constitute a waiver by County of any rights in respect of Contractor's continuing obligations under the Contract Documents; and e. a waiver of all claims by Contractor against County other than those previously made in writing and still unsettled. 0 Article 7 Substantial Completion and Final Inspection 7.1 Wh�n Contractor considers the entire Work ready for its intended use, Contractor shall, in writing to County, Oertify that the entire Work is substantially complete. Within a reasonable time thereafter, County andl Contractor shall make an inspection of the Work to determine the status of completion. If County does not consider the Work substantially complete, County will notify Contractor in writing giving its relasons therefor. If County considers the Work substantially complete, County will prepare a certificate of substantial completion which shall fix the date of substantial completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. 7.2 Upon written notice from Contractor that the Work is complete and items to be corrected or completed before final payment have occurred, County and Contractor will make a final inspection, and County will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. If, the County is satisfied that the Work is complete, Contractor may process an application for final payment. 7.3 Contractor shall promptly correct Work rejected by County as failing to conform to the Agreement and Contractor shall bear the cost of correcting such rejected Work. If Contractor defaults or neglects to harry out the Work in accordance with this Agreement and fails within a seven (7) day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies and Contractor $hall be responsible for the cost of such correction. Article 8 Sub - Contractors and Subcontractors 8.1 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant or subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub - consultant or subcontractor, as approved by County and to the extent of the Services to be performed by the sub - consultant or subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor 411 the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any ub- consultant or subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub - consultants r subcontractors. Nothing contained in the Contract Documents shall be deemed to create any contractual relationship between any subcontractor, sub - consultant of any tier and County Article 9 Insurance, Indemnification and Bonds 10 9.1 Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the Agreement, whether such operations be by himself, or by any sub - consultant or subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) Commercial General Liability coverage to include premises and operations, personal/advertising injury, products /completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. (b) Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; (c) Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; (d) Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom; (e) Overhead fall protection to protect the public in the vicinity of the project shall be provided either separately or through a general liability or other policy satisfactory to County; (f) Insurance covering claims for damages to persons or property shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 Product and completed Operations Each Occurrence: $1,000,000 Aggregate: $2,000,000 Employer Liability and Occupational Disease $1,000,000 11 Any one Fire $ 100,000 iv. Contractor's Liability Insurance issued to and covering the liability for damage imposed by law upon the Contractor and each subcontractor or sub - consultant with respect to all work performed t y them under the Agreement. V. The Contractor shall in addition, and in the amounts required, obtain Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the County with respect to all operations under the Agreement by the Contractor or his subcontractors or sub - consultants, including omissions and supervisory acts by the County. vi. Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Contractor and each sub - consultant or subcontractor with respect to all work under the Agreement performed for the Contractor by sub - consultants and subcontractors. vii. Completed Operations Liability Insurance issued to and covering the liability for damages imposed by law upon the Contractor and each sub - consultant or subcontractor arising between the date of Final cessation of the Work, and the date of final acceptance thereof out of that part of the work performed by each. viii. Contractor or its licensed professionals (structural engineers and the like) shall maintain professional liability insurance with prior acts coverage for all Work required hereunder, in a form and W; ith an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000Iper claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Contractor or its licensed professionals will warrant that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Work and Project and during any corrective work. b. Contractor shall provide such other insurance as Xcel Energy may require of third parties performing work in connecting the panels to Xcel Energy equipment and/or facilities. Contractor shall procure and maintain, for the duration of the Work of this Project, Builder's Risk Insurance, including the perils of fire, extended coverage (loss due to vehicles, explosion, wind, flood, riot, etc.), vandalism and malicious mischief, and special extended coverage (loss due to falling objects, collapse, water damage from faulty or leaking systems, etc.) in the full amount of the Contract Price. Said amount of insurance coverage shall be considered to cover the insurable value of the Work under this Agreement which is considered not to exceed one hundred percent (100 %) of the amount of this Agreement. Such policy shall not insure any tools or equipment, or temporary structures erected at the site and belonging to any person or persons, or their sub - Contractors or subcontractors who are obliged by contract with the County to do Work on the Projects. Such insurance shall be placed jointly in the names of the County and Contractor, and any and all sub- consultants and subcontractors, and any and all others obliged by contract with the County to do Work on this Project, payable as their several interests may appear. 12 Contractor shall furnish County with certification of said insurance prior to commencement of any Work. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the County as trustee. The County shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. 9.2 Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Contractor's certificates of insurance shall include subcontractors and sub - consultants as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub - consultant or subcontractor. All coverage(s) for subcontractors and sub - consultants shall be subject to the same minimum requirements identified above. Contractor and sub - consultants and subcontractors, if any, shall maintain the foregoing coverage in effect until the Work is completed and at all times thereafter when Contractor may be correcting, removing or replacing defective work or performing maintenance. In addition, all such policies shall be kept in force by Contractor and its sub - consultants and subcontractors until the applicable statute of limitations for the Project and the Work has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A -VII. iv. Contractor's insurance coverage shall be primary and non - contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Contractor's broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will 13 reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement 4nd provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination Ihereof. xi. The Parties hereto understand and agree that the County is relying on, and does not waive ok intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, of otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 9.3 To the fullest extent permitted by law, Contractor shall indemnify and hold harmless County, and its officials agents and employees, from and against all claims, damages, liabilities, losses, and expenses including, but not limited to, attorney's fees and costs arising out of, or resulting from, the performance or non - performance of the Work, and including, but not limited to, claims, damages, liabilities, losses, or expenses attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including the loss of use resulting therefrom or is caused, in whole or in part, by any negligent act or omission of Contractor, any subcontractor, sub - consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in Dart by a party indemnified hereunder. Nothing in the contract shall be interpreted that the County waves its sovereign immunity granted under Colorado Governmental Immunity Act or other applicable I aw. 9.4 Contractor shall deliver to the County the bonds required by the Contract Documents with the executed Contract Documents and before starting Work. Notwithstanding anything to the contrary contained in the Contract Documents, County shall have no liability or obligation hereunder unless and until the bolds have been so delivered. 9.5 Contractor shall furnish performance and payment bonds, each in an amount at least equal to one hundred percent of the Contract Price as security for the faithful performance and payment of all Contractorls obligations under the Contract Documents. These bonds shall remain in effect at least until final payment as set forth in Contract Documents and any final claims are satisfied. Contractor shall also furnish other bonds as are required by the Contract Documents. All bonds shall be in the forms prescribed by the Contract Documents, and be executed by such sureties as (a) are licensed to conduct business in!the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. 14 Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. The bonds shall be conditioned upon the faithful performance of the Contract Documents, and, in addition, shall provide that, if the Contractor or his or her subcontractor or sub - consultant fails to duly pay for any labor, materials, team hire, sustenance, provisions, provender, or other supplies used or consumed by Contractor or his or her subcontractors or sub - consultants in the performance of the Work contracted to be done or fails to pay any person who supplies laborers, rental machinery, tools, or equipment, all amounts due as the result of the use of such laborers, machinery, tools or equipment in the prosecution of the Work, the surety will pay the same in an amount not exceeding the sum specified in the bond together with interest at the rate of eight percent per annum. Further, bonds shall be conditioned such that Contractor shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing such person or such person's subcontractors with labor, laborers, materials, rental machinery, tools, or equipment used or performed in the prosecution of the Work and Contractor shall indemnify and save County harmless to the extent of any payments in connection with the carrying out the Contract which County may be required to make under the law. Subcontractors, sub - consultants, material men, mechanics, suppliers of rental equipment, and others may have a right of action for amounts lawfully due them from the Contractor or subcontractor directly against the principal and surety of such bond. If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) of paragraph 9.5, Contractor shall within five (5) days thereafter substitute another bond and surety, both of which shall be acceptable to County. Article 10 Ownership of Documents 10.1 All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all manuals, warranties, operating guides, reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor (including any employee, subcontractor or sub - consultant in connection with the performance of the Services and additional services under this Agreement). Article 11 Notice 11.1 Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. 15 COUNTY: Eagle County, Colorado Attention: Adam Palmer, Environmental Policy planner 500 Broadway Post Office Box 850 Eagle, CO $11631 Telephone: �70- 328 -8734 Facsimile: 070- 328 -7185 E -Mail: adatn.palmer @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970- 328 -8685 Facsimile: 970- 328 -8699 E -Mail: atty @eaglecounty.us CONTRACTOR: Active Enetgies Solar, LLC Attention: Jason Weingast, Vice President Post OfficeBox 7627 Avon, CO 81620 Telephone: 970- 328 -8734 Facsimile: 866-403-3485 E -Mail: Jaspngactiveenergies.com Article 12 Coordination I 12.1 Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various Contractors and contractors. Contractor shall coordinate the Services required hereunder with the other Contractors and contractors that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other Contractors or contractors in writing, of any changes or revisions to Contractor's work product that might affect the work of of ers providing services for the Project and concurrently provide County with a copy of such notificatio . Contractor shall not knowingly cause other Contractors or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. 16 Article 13 Warranty 13.1 Contractor warrants and guarantees that title to all Work, and Equipment covered by any application for payment, whether incorporated in the Project or not, will pass to County at the time of payment free and clear of all liens, claims, security interests, and encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed and County has inspected and approved the same. 13.2 The Parties acknowledge and agree that the Work is occurring on an existing Building and that Contractor shall be solely responsible for ensuring that its design and installation or any Work performed by it does not invalidate, void or diminish any existing warranty for the Building including any warranty on the roof for the ECO Transit Bus Barn building. In the event any warranty is invalidated, voided or diminished due to any act or omission of the Contractor, its employees, agents, sub - consultants, subcontractors or anyone working on its behalf, then Contractor shall be solely responsible for any claim, damage, liability that would have otherwise been covered by such warranty during the remaining term of such warranty. 13.3 Contractor warrants and guarantees to County that all Work will be in accordance with this Agreement and will not be defective. Prompt notice of all defects shall be given to Contractor. Contractor warrants to County that (i) Equipment furnished under the Contract Documents shall be of highest quality and new unless otherwise required or permitted by the Contract Documents; (ii) the Work shall be free from defects and deficiencies; (iii) the Work shall conform to the requirements of the Contract Documents, applicable laws and applicable permits; and (iv) the Work shall be performed in a good and workman like manner. 13.4 If, within ten (10) years after the date of substantial completion, or such longer period of time as may be prescribed by law, or by the terms of any applicable special guarantee required by the Contract Documents, or by any other specific provision of the Contract Documents, any Work is found to be defective, Contractor shall promptly, without cost to County, and in accordance with County's written instructions, either correct such defective Work, or, if it has been rejected by County, remove it from the site, and replace it with non - defective Work. Contractor shall correct or repair damage to any other work or property caused by such defects or the repairing of such defects. If Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, County may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. This obligation shall survive both final payment for the Work or designated portion thereof and termination of this Agreement. 13.5 All guarantees and warranties of Equipment furnished to Contractor or any sub - consultant or subcontractor by any manufacturer or supplier are for the benefit of County. Contractor shall be responsible for assisting County with proactively processing any warranty claims with the manufacturer of the Equipment during the life of the Equipment warranty and without cost to County. a. Solar panels include a ten (10) year workmanship warranty from Contractor as set forth in paragraphs 13.3 and 13.4 above and a twenty -five (25) year equipment warranty which is guaranteed at eighty (80 %) percent power output. The details of the twenty -five (25) year manufacturer's guarantee is set forth in Exhibit C. 17 b. Inverters include a ten (10) year workmanship warranty from Contractor asset forth in paragraphs 13.3 and 13.4 above and a twelve (12) year warranty on the Equipment, the details of which are sot forth in Exhibit D. In addition, an extended warranty on the inverter from years 12 through 25 is provided as shown in Exhibit A. Once extended warranty is purchased from the manufacturer by the Contractor, proof of extended warranty shall be provided to the County's satisfaction. 13.6 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Contractor in law or in equity. Article 14 Maintenance 14.1 For, a period of ten (10) years from the date of substantial completion, Contractor shall provide complementary maintenance of the Work. Maintenance shall include a yearly site inspection of system components, continual monitoring of online power output information as provided by County or designated third party, to proactively identify any problems and responses within three (3) business days to any maienance issue requiring attention. Snow removal, damage as the result of alterations to the Equipment r building by a third party shall not be the responsibility of Contractor. Article 15 Termination 15.1 County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon receipt of such notice, and except as otherwise directed by County, Contractor shall in good faith, nd to the best of its ability, do all things necessary in light of such notice to assure the efficient a4 proper closeout of the Work including, but not limited to, a. b. C. Upon tern defined in stop the Work on the date and to the extent specified in the notice; place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work not terminated; terminate all orders and subcontracts to the extent they relate to the performance of Work terminated. ation of this Agreement, Contractor shall immediately provide County with all documents as rticle 10 hereof, in such format as County shall direct and shall return all County owned materials a d documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. Contractor shall be solely responsible to pay any associated equipment return / restocking fees associated with termination. Article 16 Venue Jurisdiction and Applicable Law 18 16.1 Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. Article 17 Other Contract Requirements 17.1 Contractor shall be responsible for completeness and accuracy of the Work and shall correct, at its sole expense, all significant errors and omissions in performance of the Work. The fact that the County has accepted or approved the Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Work in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Work and shall comply with the highest standards of customer service to the public. This paragraph shall survive termination of this Agreement. 17.2 Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. 17.3 This Agreement constitutes an agreement for performance of the Work by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master - servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. 17.4 Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. 17.5 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 17.6 Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 17.7 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 17.8 No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. M 17.9 Th� invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity pr enforceability of any other provision hereof. 17.10 Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor may be subject to financial audit county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Contractor. Contractor shall fully cooperate during such audit or inspections. 17.11 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 17.12 The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under pena4y of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24- 76.5 -103 prior to the effective date of this Agreement. 17.13 Th$ intent of this Agreement and any exhibits is to include all items reasonably necessary for the proper execution and completion of the Services. This Agreement and any exhibits are complementary and what isi required by any one shall be binding as if required by all. Based on Contractor's careful review of the Agreement and exhibits, Contractor acknowledges that the Agreement and exhibits require the construction of a completed Project in accordance with the the terms hereof. 17.14 Contractor shall perform all Services required by this Agreement or reasonably inferable therefrom, for the complete construction and installation of the Project. 17.15 In order to induce County to enter into this Agreement, Contractor makes the following a Contractor has familiarized himself with the intended purpose and use of the Equipment, nature and Dxtent of the Contract Documents, Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or nerformande of the Work. b, Contractor has made, or caused to be made, examinations, investigations, and tests and studiesi of such reports and related data as he deems necessary for the performance of the Work at the Contract Price, within the Contract Time, and in accordance with other terms and conditions of the Contract D cuments; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by Contractor for such purposes. Contractor has correlated the results of all such observations, examinations, , tests, reports, and data with the terms and conditions of the Contract Documents. 0. Contractor has given County written notice of all conflicts, errors, or discrepancies that he has idiscovered in the Contract Documents and the written resolution thereof by County is acceptable to Contractor. 20 e. Contractor represents and warrants that it holds a license, permit or other special license, as required by law, to perform the Work required under the Contract Documents and shall keep and maintain such licenses, permits and special licenses in good standing and in full force and effect at all times while Contractor is performing the Work under the Contract Documents. 17.16 Colorado labor shall be employed to perform the Work to the extent of not less than eighty (80 %) percent for each type or class of labor. For purposes of this provision "Colorado labor" means any person who is a resident of the state of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age or religion. 17.17 The Contractor and its sub - consultants or' subcontractors will not discriminate against any applicant or employee or because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability or age. Article 18 Prohibitions on Government Contracts 18.1 As used in this Article 18, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8- 17.5 -101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8- 17.5 -101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor 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 Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement 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://www.dhs.gov/xpreyprot�/programs/gc ams /gc 1185221678150.shtm C. Contractor shall not 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. 21 d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contiact for services knowingly employs or contracts with an undocumented individual, Contractor shall be req iired to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice #equired pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) d'ays'the subcontractor provides information to establish that the subcontractor has not knowingly employed *or contracted with an undocumented individual. e. Contractor 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 Contractor violates these prohibitions, County may terminate the Agreement for breach of contract.', If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 22 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Attest: Lm- Simonton, Clerk to the COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By. — r Kathy handler- Henry, Chair ACTIVE RGIES SOLAR, LLC By: Print N e: Jp�Son UA)g4ai Title: A State of C�� ) (� )ss. County of The foregoing instrument was acknowledged before me this L9-1-� day of :x 2015 by SO ✓\ dL � t [ h ,as D of Active Energies Solar, LLC. No ubl c My commission expires: 1 a� �i I ( (:& 23 F A HERMOSILLO ARY PUBLIC OF COLORADO Y IC 2000403591 l ION EXPIRES 12!712015 ACTIENE -02 TSCHERFFIUS CERTIFICATE OF LIABILITY INSURANCE DATE 1 61/10/21012015 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PRODUCER DClnsurers- Mountain 3705 Kipling St # 106 Wheat Ridge, CO 80033 CONTACT NAME: PHONE A/C No EXt : (303) 420 -4774 ac No): (303) 420 -2882 ADDRESS: service @mountaininsurance.com INSURERS) AFFORDING COVERAGE NAIC # $ 1,000,000 $ 2,000,000 $ 2,000,000 INSURER A: The Hartford INSURED INSURER B: Kemper Specialty 16063 INSURER C: X Active Energies Solar, Llc Po BOX 7627 Avon, CO 81620 INSURER D: 01/21/2015 INSURER E: COMBINED SINGLE LIMIT Ea accident $ 1,000,000 INSURER F: $ X MrVIJIUIN NUMt3tK: 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. INSR -Aff-D-E SITBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/YYl'Y MM /DDIYI'W LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE N OCCUR X 34SBMPQ8766 01/0112015 01/01/2016 EACH OCCURRENCE PREMISES Ea occurrence $ 1,000,000 $ 50,000 MED EXP (Any one person) $ 10,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY jE o � LOC PERSONAL 8 ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ 1,000,000 $ 2,000,000 $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY ANYAUTO ALL OWNED X SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS X 375739700 01/21/2015 01/21/2016 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE X 34SBMPQ8766 01/01/2015 01/01/2016 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) ff yes, describe under A N/A 34WECBY3964 06/09/2015 01/01/2016 X PER ERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Certificate Holder is listed as Additional Insured for commercial general and auto. I^CDTICI!`ATr unr ft— Eagle County, CO 500 Broadway P.O. Box 850 Eagle, CO 81631 ACORD 25 (2014/01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE W -11150 -ZU14 AGUKU GURPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD