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HomeMy WebLinkAboutC23-040 Walking Mountains Science Center AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND WALKING MOUNTAINS SCIENCE CENTER THIS AGREEMENT (“Agreement”) is effective as of _______________ by and between Walking Mountains Science Center a Colorado non-profit corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Eagle County’s Strategic Plan includes a vision to provide regional leadership on climate protection and reduction of community greenhouse gas (GHG) emissions; and WHEREAS, in 2016 Eagle County contracted with Consultant to engage over 30 stakeholders representing local governments, businesses, schools, and nonprofits from throughout Eagle County in the creation of a community-wide Climate Action Plan (CAP) to help guide GHG reductions in the future; and WHEREAS, in 2017 Eagle County contracted with Walking Mountains Science Center to develop the Climate Action Collaborative (CAC) to implement the CAP, and achieve the goals for the benefit of the Eagle County community by engaging local governments, businesses, and nonprofits in working groups focused on GHG reduction from energy supply, buildings, transportation, and waste; and WHEREAS, on April 27, 2021, the Board of County Commissioners for Eagle County approved and signed Resolution No. 2021-023, which adopts the Climate Action Plan, Update 2020, which sets shared community goals to reduce GHG emissions 25% by 2025, 50% by 2030, 70% by 2045, and 80% reduction by 2050 (baseline 2014), provides revised priorities for climate actions, and endeavors to meet the goals through ongoing Eagle County initiatives, integration with Eagle County and community plans, and through promotion of and participation in community actions that reduce GHG emissions; and WHEREAS, County desires to retain Consultant to complete initiates as identified by the CAC to implement the CAP, to administer the Energy Smart Colorado program and the Sustainable Business program, and to perform certain services in connection with these programs as more fully set forth below in the Services; and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 2/9/2023 2 Eagle County Prof Services Final 8/15/2022 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County’s Representative. The Resiliency Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 31st of December, 2023. 4. Extension or Modification. 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 Consultant shall be the basis for additional compensation unless and until Consultant 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, Consultant’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. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 3 Eagle County Prof Services Final 8/15/2022 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $616,500. Consultant 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. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant 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. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with 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). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant 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. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 4 Eagle County Prof Services Final 8/15/2022 obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. 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. 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. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants 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 Services and Project. b. 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. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services 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. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 5 Eagle County Prof Services Final 8/15/2022 iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’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. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant 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 Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and 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 hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or 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, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 6 Eagle County Prof Services Final 8/15/2022 of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant 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 reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. 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 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. COUNTY: Eagle County, Colorado Attention: John Gitchell, Climate Action Manager 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8766 E-Mail: john.gitchell@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONSULTANT: Melissa Kirr, Senior Programs Director of Sustainability Walking Mountains Science Center Telephone: 970-827-9725 ext. 133 E-Mail: melissak@walkingmountains.org DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 7 Eagle County Prof Services Final 8/15/2022 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. 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 Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. 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. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 8 Eagle County Prof Services Final 8/15/2022 b. Consultant 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. c. This Agreement constitutes an agreement for performance of the Services by Consultant 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 Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. 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. f. Consultant 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. g. 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. h. 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. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. 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 Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 16. Data Security. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 9 Eagle County Prof Services Final 8/15/2022 a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 10 Eagle County Prof Services Final 8/15/2022 vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Kathy Chandler-Henry, Chair Attest: By: _____________________________ Regina O’Brien, Clerk to the Board CONSULTANT Melissa Kirr, Sr Programs Director of Sustainability By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 Senior Programs Director of Sustainability Melissa A Kirr 11 Eagle County Prof Services Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 1 Walking Mountains Science Center 2023 Scope of Work for Eagle County Walking Mountain Science Center (WMSC) Sustainability Department’s objective is to act as an agent of change to achieve local climate action goals and improve the social, economic, and environmental resilience of the Eagle County community. We serve as a resource and education hub to inspire action from local to global. Eagle County’s strategic goal for climate protection is to reduce community greenhouse gas (GHG) emissions each year by 5% (or 75,000 tons) to meet the Climate Action Plan goal of 50% reduction by 2030. In 2022 and 2023, the county’s primary strategy for achieving the goal is through electrification of buildings and vehicles for the benefit of low to moderate (LMI) income residents. In support of this goal and strategy in 2023, Walking Mountains will provide the following services to Eagle County residents through 1) Energy Smart Colorado, 2) the Climate Action Collaborative, and 3) the Sustainable Business program for businesses. Invoicing and Program Results Reporting Quarterly invoices and results reports for the Energy Smart Colorado, the Climate Action Collaborative, and Sustainable Business programs will be sent to Eagle County’s Resiliency Department within ten days after the end of each quarter. 1) Energy Smart Colorado As a member of Energy Smart Colorado, Inc. (ESC), a Colorado non-profit corporation, Walking Mountains Science Center is one of 10 Colorado community partners serving 18 counties, whose collective goal is to make energy efficiency improvements simple and affordable while advancing community-based goals for climate action. As an Energy Smart community partner serving Eagle County residents, Walking Mountains Sustainability staff shares access to Energy Smart program resources including field assessment tools, data management and results tracking, participant enrollment support, and equipment and training for building analysts and consultants. Through the program, homeowners and businesses receive energy assessments, direct installs, energy advising, access to rebates, loan information, and referrals to local contractors to complete energy improvements. Annually the local Energy Smart Colorado program helps approximately 225 homes and 35 commercial, multi-family, and mixed-use buildings through energy visits/assessments, coaching, and incentives. 2023 ESC Combined Total Expenses for Staff, Incentives, Education and Outreach $472,500 2023 Staff Expenses: 3 FTE Energy Staff + support staff $ 247,500 2023 Incentives, Education and Outreach: Marketing $ 15,000 Public & Contractor Trainings $ 5,000 Contractor Recruitment, Training, Equipment $ 5,000 Direct Installs, Supplies $ 5,000 DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 2 Home Energy Assessments (goal 175, includes LMI) $ 55,000 Rebates, EE+ Electrification* (No income restrictions, all bldg. types) $ 90,000 Rebates, EE+ Electrification* (LMI, Residential) $ 50,000 *2023 Rebate Details are an attachment to this agreement $225,000 Any remaining rebate funds from 2022 will be rolled into 2023. Walking Mountains will notify Eagle County staff by email what that amount will be by January 15, 2023.This remaining amount of funds from 2022 will be added to the LMI Rebates line above for the year 2023, increasing the bottom line amount. During the term of this Agreement, Eagle County shall advance an amount not to exceed two hundred twenty-five thousand dollars ($225,000) to Consultant for disbursement to third parties as described above. Such funds are restricted for incentives, education, and outreach for the Energy Smart Colorado program locally ("Energy Smart Funds"). These Energy Smart Funds shall be provided by County to Consultant as follows: a. Upon execution of this Agreement County shall advance one hundred seventy-five thousand dollars ($175,000) to Consultant (the “First Distribution”). b. At such time as the First Distribution has been or will within thirty (30) days be expended for the purposes authorized herein, then Consultant shall provide a written notice of the same to the County. Upon receipt of such notice, County and Consultant shall discuss and mutually agree upon the amount of the next distribution or distributions to Consultant which shall not exceed fifty thousand dollars ($50,000). The distribution of the remaining funds by County to Consultant may occur in one or more distributions to Consultant and shall be documented in writing by the parties. c. Consultant shall deposit all Energy Smart funds delivered by County to Consultant in a separate account with a bank that is federally insured. All funds in this separate account should be intended for Energy Smart Colorado incentives, education, and outreach. The goal for the local Energy Smart Colorado program is to reduce community GHG emissions by 1,200 MtCO2e in 2023. Program results are measured and reported quarterly, including the number of Eagle County households and businesses that receive energy assessments, health and safety issues identified, number and type of electrification projects, and resulting annual energy savings and GHG reduction. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 3 2) Climate Action Collaborative The Climate Action Collaborative (CAC) for the Eagle County Community joins local governments, businesses, schools, and nonprofit organizations to meet the greenhouse gas (GHG) emission reduction targets set forth in the 2020 update of the “Climate Action Plan for the Eagle County Community.” The CAC provides education, technical support, and secures funding for strategies that significantly reduce greenhouse gas emissions in our community. As a member organization, Eagle County provides a proportionate amount of the annual CAC budget, as determined by the CAC board. Walking Mountains Science Center serves as the project manager, convener, and facilitator of the CAC. In this role, Walking Mountains staff facilitates monthly governance meetings and semi-annual stakeholder education meetings, and manages the projects of the sector working groups. Staff communicates on events and ongoing progress to the broader community, and maintains the webpage to openly communicate and maintain historical memory of the CAC. Electricity is our cleanest fuel option, and electrification of buildings and vehicles is Eagle County’s #1 strategy for GHG reduction. Priority CAC projects in 2023, by Sector: Buildings: Adopting the most efficient building codes is a key strategy for eliminating wasted energy, lowering energy bills, and reducing carbon emissions. Requiring adequate power supply in new buildings allows for all-electric heating and electric vehicle (EV) charging, and is foundational to enabling electrification of the residential and commercial building stock. CAC staff will continue to convene with key stakeholders and expert advisers, via the Eagle County Code Cohort that was initiated in 2022, and facilitate the adoption of the 2021 International Energy Conservation Code (2021 IECC) with amendments for electrification across all local governments by July 1, 2023. Additionally, to reduce emissions from Eagle County’s existing buildings, CAC staff will continue to develop a building benchmarking and performance standards ordinance for Eagle County. Beyond these initiatives, CAC staff will: ● Perform building benchmarking outreach to the community via Town Hall sessions with key stakeholders and experts, and ● Maintain a good relationship with the Colorado Energy Office to learn from their benchmarking program and how it is impacting Eagle County building energy efficiency Transportation: Access to charging stations is foundational to EV adoption. The Climate Action Plan goal for Eagle County EV adoption is 2% per year until 2030, including fleets. Achieving this goal will result in a reduction of 98,602 metric tons of CO2 or 17% reduction in transportation emissions by 2030. The CAC will finalize and share the Eagle County EV Infrastructure Plan in Q1 of 2023. Additionally, in the service of reducing single-occupant commuter trips two days per week, a priority action in our Climate Action Plan, CAC staff will assist expanding E-bike share programs across the County’s unincorporated communities. Beyond these initiatives, CAC staff will: ● Continue no-idling education and outreach ● Work with the Eagle County School District to secure EPA Clean School Bus Program funding, further reducing transportation emissions, and ● Work with ECO Transit to apply for Colorado’s Ozone Season Free Transit grant program Energy Supply: In support of our Climate Action Plan Priority Action to “Analyze and develop local renewable energy resources through waste-to-energy, methane capture, and anaerobic digestion,” CAC staff will facilitate applying to the National Renewable Energy Laboratory's Waste to Energy Technical Assistance Program. If accepted, this free program will provide critical resources to Eagle DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 4 County’s efforts to reduce emissions via waste to energy technologies. Converting waste to energy in Eagle County would result in a reduction of 28,713 metric tons of CO2 by 2026. Additionally, as grid resiliency and redundancy are at top of mind, CAC staff will work with County and municipal partners, as well as Holy Cross Energy, to research feasibility of a large-scale battery storage project plan. If this initiative is feasible, we will develop a project plan. Waste: The Climate Action Collaborative will continue to work with key stakeholders to divert 80% of all organic materials and 100% of recoverable construction and demolition (C&D) materials by 2030. Through ongoing work with Eagle County Landfill and Recycling, Walking Mountains will continue to increase the overall diversion rate beyond the initial 30% by 2030 goal. 2023 initiatives will target organics such as yard waste and compost, as well as C&D diversion efforts to reach these goals. Water Conservation: Remaining resilient in the face of climate change induced water scarcity is a top priority for Eagle County. CAC staff will continue to work with key stakeholders and partners to reduce indoor and outdoor water consumption, with a more heightened focus on outdoor water reductions. Additionally, CAC staff will develop a way to track water consumption in Eagle County and set goals for use reduction. Natural Climate Solutions: The Climate Action Collaborative will focus on this Natural Climate Solutions (NCS) Priority Action in 2023: “Determine natural climate solutions plan to protect and enhance existing carbon stocks in Eagle County,” with a specific focus on County, municipal, and private lands. CAC staff will work with a University of Colorado Denver graduate student to develop a GIS map of ideal NCS project locations on private lands. This student will also develop a best practices plan for public/private NCS projects across Eagle County. Funding from Eagle County to support staff time and marketing initiatives: 2023 Total $94,000 Program results are measured and reported quarterly, including summary descriptions of the governance meetings and progress toward sector working group goals. 3) Sustainable Business The Sustainable Business Program is a training, certification and engagement program that engages local businesses in climate actions and behaviors that reduce GHG emissions in all sectors identified within the Climate Action Plan. Local businesses are encouraged to participate in the program through a variety of offerings including training, workshops, one-on-one coaching, and the Sustainable Business trail map. The sustainable business program at Walking Mountains hopes to engage more businesses through direct installs made possible by grants. The Sustainable Business program staff supports Energy Smart Colorado and the Climate Action Collaborative staff in reaching goals for 2023 through the following educational opportunities and objectives: Increase the business community’s knowledge and understanding of energy efficiency, building electrification, renewable energy, and benchmarking. ○ Provide best practice workshops specific to energy and buildings, as well as related climate action initiatives. ○ Connect businesses with Energy Smart Colorado for services and rebates. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 5 ○ Provide the ECO Credit opportunity to businesses encouraging participation. ○ Complete direct installs for businesses utilizing EPA Pollution Prevention Grant funding. ○ Train and assist businesses in utilizing renewable energy. ○ Train and assist businesses in benchmarking energy use through THG Energy Solutions’ Intelligence Suite. Increase the business community’s knowledge, understanding and adoption of transportation electrification – fleet, rental and commuter vehicles, public transportation and bicycles- and alternative work arrangement policies. ○ Provide best practice workshops specific to sustainable transportation and related climate action initiatives. ○ Connect and assist businesses with available grants, rebates and incentive opportunities for acquisition of electric vehicles and bikes, as well as charging infrastructure. ○ Provide guidance and assistance to equitably transition employee commuting behaviors. This program also provides opportunities for businesses to engage in initiatives within the waste, water, and natural climate solutions sector groups. Funding from Eagle County: Walking Mountains Staff (.5 FTE) $50,000 2023 Total $50,000 Program results are measured and reported quarterly, including the number of Eagle County businesses connected to Energy Smart Colorado, ECO Credit program, and EPA grant funding. An annual report will include GHG reduction and behavior changes aligning with climate action initiatives. DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 12 Eagle County Prof Services Final 8/15/2022 EXHIBIT B Insurance Certificate DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/19/2023 Arthur J.Gallagher Risk Management Services,LLC PO Box 4190 Estes Park CO 80517 Ann Dinsmoor 970-577-5221 Ann_Dinsmoor@ajg.com Philadelphia Indemnity Insurance Company 18058 WALKMOU-01 Pinnacol Assurance Company 41190WalkingMountains Science Center P O Box 9469 Avon CO 81620 Philadelphia Insurance Company 1461173655 A X 1,000,000 X 300,000 15,000 1,000,000 2,000,000 X Y Y PHPK2422206 6/9/2022 6/9/2023 2,000,000 A 1,000,000 X X X Y Y PHPK2422206 6/9/2022 6/9/2023 A X X 5,000,000YPHUB8175306/9/2022Y 6/9/2023 5,000,000 X 10,000 B XY40128125/1/2022 5/1/2023 500,000 500,000 500,000 A C Educators Professional Cyber Liability Y PHPK2422207 PHSD1720458 6/9/2022 6/9/2022 6/9/2023 6/9/2023 Each Occurence Aggregrate Each Occurance -Cybe $1,000,000 $1,000,000 $1,000,000 Eagle County Government PO Box 850 Eagle CO 81631 DocuSign Envelope ID: D9131477-99BF-48A3-9FB4-03BD317BFD33