HomeMy WebLinkAboutC25-082 Walking Mountains dba Walking Mountains Science Center AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND WALKING MOUNTAINS THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Walking Mountains, a Colorado non-profit corporation, d/b/a Walking Mountains Science Center (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County contracted with Consultant to develop a community-wide Climate Action Plan (“CAP”) in 2016 to help guide greenhouse gas reductions (“GHG”), and to develop the Climate Action Collaborative (“CAC”) in 2017 to implement the CAP; WHEREAS, on April 27th, 2021, the Board of County Commissioners for Eagle County approved and signed Resolution No. 2021-023, which adopts the 2020 update to the CAP, which sets shared community goals to reduce GHG emissions 25% by 2025, 50% by 2030, 70% by 2045, and 80% by 2050 (using the baseline year of 2014); and WHEREAS, in endeavoring to reduce GHG emissions for the benefit of Eagle County residents, County has contracted with Consultant to implement Energy Smart Colorado, the CAC, and, as of 2024, the “ReEnergize Eagle County” program; and WHEREAS, County desires to retain Consultant to continue existing programs in support of the CAP including ReEnergize Eagle County, Energy Smart Colorado, and the Climate Action Collaborative; and to perform certain services in connection with these programs as more fully set forth below in Paragraph 1 below; 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. 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 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 2/11/2025 2 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 a timely and expeditious manner consistent 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, 2025. 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. 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 $1,244,593. 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. Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 3 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 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. Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 4 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. 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. Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 5 vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit D. 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 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 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 6 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 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: Walking Mountains Science Center Attention: Melissa Kirr Telephone: 970-827-9725 ext. 133 E-Mail: melissak@walkingmountains.org 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 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 7 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. 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 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 8 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. 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. Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 9 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 Consultant 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 Consultant 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 Consultant's performance of the Work, the Consultant may be required to maintain, store, process or control County Data. The Consultant represents and warrants that: i. Consultant 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. Consultant’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. Consultant will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Consultant becomes aware of it; iv. Consultant 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 Consultant to provide notice to any potentially impacted individual or entity, at Consultant’s expense, and Consultant shall be liable for any resulting damages to County. v. Where Consultant 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 Consultant shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Consultant will promptly return or destroy any County Data upon request from the County Representative. c. Consultant’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 10 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: ______________________________ Jeanne McQueeney, Chair Attest: By: _____________________________ Stacey Jones, Chief Deputy Clerk and Recorder CONSULTANT WALKING MOUNTAINS By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Senior Programs Director of Sustainability Melissa A Kirr 11 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 EXHIBIT A Walking Mountains, Energy Programs and Climate Action Collaborative 2025 Scope of Work for Eagle County Eagle County’s strategic priorities in 2025 include reducing building-related GHG emissions through community participation in the ReEnergize Eagle County program and the Energy Smart Colorado program. Eagle County’s Resiliency Department provides funding for program services that deliver on these priorities. Walking Mountains Sustainability Department serves as a resource & education hub to inspire action. In support of Eagle County’s Strategic Priorities, Walking Mountains (WM) will provide the following programs and services for the benefit of Eagle County residents in 2025: 1) ReEnergize Eagle County ReEnergize Eagle County is an outreach, engagement, and direct service delivery program that provides income-qualified households with a comprehensive Home Energy Assessment and funding support for home energy improvements, including weatherization and electrification. Qualification is based on combined household income, and is available to all Eagle County residents regardless of property ownership status or housing type. In 2025, Walking Mountains will implement the program in the Eagle River Valley portion of Eagle County. Walking Mountains staff will serve as the primary point of contact for ReEnergize participants, through these services: A. Targeted Outreach through bilingual engagement and enrollment events in coordination with partner organizations, including Eagle County Public Health and Human Services, and the MIRA Bus. B. Call center support for enrollments, income qualification, and secure data collection and storage. Qualifying households may have a combined household income of up to 150% of the Area Median Income (AMI) in Eagle County. Lower-income households (up to 80% AMI) may qualify for substantial home energy improvements through state and federal funded programs. For qualifying households with a combined income of up to 150% AMI, a maximum of $7,500 from Eagle County is available per household. This funding is intended to cover remaining costs, after available program funds and utility rebates are applied. C. Coordination with Northwest Colorado Council of Governments (NWCCOG) for completion of the home energy assessment and approved upgrades in the home. Walking Mountains staff will provide all necessary approval and data information for the household to the Energy Programs team at NWCCOG. WM staff will determine program eligibility and funding available for each participant. NWCCOG will receive approval from WM on what energy improvement measures are funded for each ReEnergize client. ReEnergize client data including home energy improvements, costs, and savings will be tracked through the Energy Smart Colorado database and maintained by staff at WM. The work flow and relationship between Walking Mountains and NWCCOG Energy Program will be guided by a Memorandum of Understanding (MOU), attached to the Agreement as Exhibit C. At their Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 discretion, NWCCOG may contract directly with participating households that wish to complete additional recommended improvements above and beyond available program funds. ReEnergize Eagle County, 2025 goals: ● 100 completed ReEnergize Eagle County applications (used to determine eligibility for multiple programs) ● 60 enrollments and completed improvements for income-qualified households (up to 150% AMI) ● 360 metric tons of carbon dioxide equivalent (MtCO2e) reduced annually from work completed in 2025 ReEnergize Eagle County program budget for 2025: During the term of this Agreement, Eagle County shall advance an amount not to exceed four hundred twenty-two thousand five hundred dollars ($422,500) to Walking Mountains for disbursement to third parties as described above. These funds are restricted for ReEnergize Eagle County program measures. Staff and Marketing expenses, including administrative support, to provide ReEnergize program services for Eagle County residents is not to exceed one hundred seventeen thousand five hundred dollars ($117,500) in 2025. These expenses will be invoiced quarterly in the amount not to exceed twenty-nine thousand three hundred seventy-five dollars ($29,375) per quarter. 2) Energy Smart Colorado Walking Mountains uses the Energy Smart Colorado service platform (website, marketing materials, training, and database management) to support energy improvements for existing homes and buildings that are not participating in ReEnergize Eagle County. Through Energy Smart Colorado, Eagle County residents may receive a comprehensive home energy assessment and report. All homes and building owners can receive energy coaching on recommended energy improvements, referrals to local contractors, and help with stacking all rebates and incentives that may be available for completed energy improvements. In 2025, the Sustainable Business program staff is combined with Energy Smart Colorado staff to target and support energy improvements and other sustainability initiatives for Eagle County businesses. Energy Smart Colorado, 2025 goals: ● 190 Home Energy Assessments (HEA) with report provided to household ● 170 Residential Rebates (no income restrictions; HEA required, max $1,000 annually) ● 30 Multifamily Building and Business Rebates (assessment required, max $5,000 per year) ● 500 MtCO2e reduced annually from work completed for Eagle County residents and businesses in 2025 Energy Smart Colorado program budget for 2025: During the term of this Agreement, Eagle County shall advance an amount not to exceed two hundred forty-five thousand five hundred dollars ($245,500) to Walking Mountains for disbursement to third parties as described above. These funds are restricted for the Energy Smart Colorado program measures. A list of all improvement measures available for a rebate through the base Energy Smart Colorado program, funded by Eagle County Government, has been agreed upon, and is attached to the Agreement as Exhibit B. Staffing, program expenses, and Marketing, including administrative support, to provide the Energy Smart Colorado program services for Eagle County residents and businesses is not to exceed three hundred Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 sixty-four thousand five hundred dollars ($364,500) in 2025. These expenses will be invoiced quarterly in the amount not to exceed ninety-one thousand one hundred twenty-five dollars ($91,125) per quarter. 3) 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) emissions-reduction targets set forth in the 2020 update of the “Climate Action Plan for the Eagle County Community.” Walking Mountains 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 activities 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. As a member organization, Eagle County provides a proportionate amount of the annual CAC budget, as determined by the CAC board. Eagle County’s contribution for Walking Mountains to provide these CAC services is not to exceed ninety- four thousand five hundred ninety-three dollars ($94,593) in 2025. These expenses will be invoiced quarterly in the amount not to exceed twenty-three thousand six hundred forty-eight dollars ($23,648) per quarter. 4) Invoices, Results Reporting, and Communication Quarterly staff invoices will be provided by Walking Mountains to Eagle County Resiliency Department staff, with quarterly key metrics reporting for both ReEnergize Eagle County and Energy Smart Colorado, no later than 14 days following the end of each quarter. All community outreach and communication with Eagle County residents and building owners related to the ReEnergize Eagle County and Energy Smart Colorado programs shall acknowledge Eagle County’s partnership through inclusion of Eagle County’s logo and statement “A Program of Eagle County” or equivalent. These partnership programs support Eagle County’s Strategic Goals, and align with Walking Mountains’ mission, resulting in energy savings for Eagle County residents. Total WM Program Budget, 2025 ReEnergize Eagle County: Service delivery to residents $422,500 ReEnergize Eagle County: Staffing, Program expenses, Marketing, & Admin $117,500 Energy Smart Colorado: Assessments and rebates to residents $245,500 Energy Smart Colorado: Staffing, Program expenses, Marketing, & Admin $364,500 Climate Action Collaborative $94,593 Total $1,244,593 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 12 EXHIBIT B List of Rebate-Eligible Projects for 2025 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Updated: 12/13/24 Page 1 of 5 Energy Visits & Rebates 2025 Who Qualifies Energy Visit Cost Rebate for Eligible Project** Max Annual Rebate Funds Residential (individual unit/home) $100+* up to 25% of project cost (utility rebates may also be available) max $1,000/year Commercial & Multifamily (4+ units; HOAs; Businesses) n/a up to 25% of project cost; non-profit org: up to 50% of project cost (utility rebates may also be available) max $5,000/year *Community Priority homes can get a $25 home energy assessment : deed restricted home, childcare staff, first responder, local government employee, non -profit employee, teacher/school district employee, veteran/active military , or have a max household income of 150% AMI (Area Median Income). Providing physical address & heated square footage will allow team at Walking Mountains to quote specific cost of Home Energy Visit. **The following pages include details/specifications for all eligible projects. RULES & REQUIREMENTS Program Rules & Requirements (in addition to all previous statements and project specific requirements): • Details subject to change and/or discontinue without notice. Annual rebate funds are limited. • Incentives are available to homes/buildings in Walking Mountains service territory (Eagle River Valley portion of Eagle County, Colorado, excludes the Roaring Fork Valley, includes: Vail, Minturn, Avon, Edwards, Eagle, Gypsum). • Equipment must be installed and in working order (proof required and specifications must be met). • Invoices must be dated within 90 days of applying for a rebate. • Rebates & Energy Assessments are for existing homes/buildings & must be replacing an existing appliance/system (with the exception of location specific solar PV, home batteries, and EV/EV charging rebates, which are available to anyone with a physical address in the specified location). • An energy visit is required for all residential rebates (and preferable ha ppens before a project starts; assessment requirement waived if home built within last 12 months). • 12 months of utility usage data & account number/name is required (electric and gas as applicable). • Required with rebates: Photo(s) of completed project, fin al invoice(s)/receipt(s), and any applicable spec sheets. • Project costs may include materials and labor costs; no tax, shipping, permit, or warranty expenses included. • Colorado state regulation requires proper disposal of mercury containing lamps. • Rebates may be assigned to the contractor completing the project, and this credit must be shown on the invoice. • Walking Mountains reserves the right to inspect the p roject after completion. • Walking Mountains is not liable for any act or omission of any party, consumer, or contractor whatsoever. • Walking Mountains is not liable for rebates promised to consumers by a contractor misrepresenting program. • Walking Mountains reserves the right to refuse payment if the consumer/contractor violates program rules. • For information on tax incentives, see this page: https://energysmartcolorado.org/tax -credits-incentives. • To apply for rebates or enroll for an energy visit go to: https://www.walkingmountains.org/energy . www.WalkingMountains.org/Energy energy@walkingmountains.org 970 -328-8777 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Updated: 12/13/24 Page 2 of 5 QUALIFYING PROJECTS Details subject to change and/or discontinue without notice. Annual rebate funds are limited. Building Control Automation - Smart Panels or Smart Controls For the purchase, installation, and setup of automated building controls and smart panels • Must be a new smart panel/automated control where none previously existed • Must provide proof of enrollment in a program offered by your electric company intended to curtail usage from 4pm-9pm (peak time); Holy Cross Energy offers a Demand Response Program or Peak-Time-Payback • Qualifying products include Span panel, Savant, Lumin Edge, and smart breakers (or another technology with advanced rebate approval prior to a project) Building Envelope: Air Sealing (new windows & window repair qualify here, if all requirements below are met) • Air leakage must be reduced by 10% or more as measured in CFM50 by blower door test • If Multifamily, the entire building must be air sealed • Pre- and post-blower door assessment required o If at/below 0.35 NACH before or after improvement, you are required to meet with an Energy Coach at Walking Mountains to understand opportunities for fresh air ventilation, and to identify existing ventilation in the home Building Envelope: Insulation www.energy.gov/energysaver/insulation https://www.energy.gov/energysaver/where-insulate-home • Air sealing must be completed prior to adding insulation (unless NACH is 0.35 or lower) • If Multifamily, the entire building must be insulated; talk to your Walking Mountains Energy Coach about the blower door test requirement • Must reach the following R-values/details: o Exterior Wall: Insulate exterior/foundation walls to minimum R-19 o Attic: Insulate floor of unfinished attic to minimum R-60 o Ceiling (no attic): all roof components must be minimum R-60 ▪ Ok to layer foam board insulation externally before replacing the roof covering; ensure sheathing is in good condition o Floor: Insulate floor of living space above garage/unconditioned crawl to min R-30 o Crawlspace Conversion/Encapsulation: Condition/Seal entire crawl with minimum 10-mil vapor barrier, sealed to the foundation/footers, encapsulating the entire space ▪ Air Seal and Insulate Rim Joists with spray foam ▪ Insulate crawl walls to minimum R-19; no insulation required in crawl ceiling ▪ Must seal vents • Post-blower door assessment required o If at/below 0.35 NACH before or after improvement, you are required to meet with an Energy Coach at Walking Mountains to understand opportunities for fresh air ventilation, and to identify existing ventilation in the home Cellular Shades (insulated; honeycomb) By trapping air in the cells of these shades they insulate your windows and minimize the loss of conditioned air in home • Must be double cell or cell-within-a-cell design, and be sized and installed correctly • For more information: www.energy.gov/energysaver/energy-efficient-window-coverings (on website scroll down to insulated cellular shades section) Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Updated: 12/13/24 Page 3 of 5 Duct Sealing www.energystar.gov/campaign/heating_cooling/duct_sealing • Repair any damaged and disconnected ducts and straighten out flexible ducts that are tangled or crushed • Seal all leaks and connections with mastic, metal tape, or an aerosol-based sealant • Seal all registers and grills tightly to the ducts • Before and after CFM measurements for ducts required • Insulate ducts to R-6 or higher in unconditioned areas (attics/crawlspaces/garages) • Recommended: o evaluation your system's supply & return air balance, to ensure air return ducts not too small o to include a new filter as part of any duct system improvement o if you have combustion appliances, ensure there is no back drafting by getting a CAZ (combustion appliance zone) safety test AFTER ducts are sealed Economizers (Air-side) for Commercial/MF Rebate is to add a new economizer where one does not exist. • Economizer shall provide first stage cooling; mechanical cooling will start at second stage • Economizer control shall include an outside air temperature sensor • Any size air-handling unit will qualify • Annual maintenance is recommended to ensure proper function over time • Learn more: o https://www.energystar.gov/products/low_carbon_it_campaign/12_ways_save_energy_data_center/ai r_side_economizer o https://www.pnnl.gov/projects/om-best-practices/air-side- economizers#:~:text=side%20economizing%20equipment.- ,Description%20of%20Technology,when%20outdoor%20conditions%20are%20favorable Electric Fireplaces • Existing/previous fireplace must be propane, wood, or natural gas • Must be able to operate new electric fireplace with option of no heat (flame visual only) Electrical Upgrade for Electrification (Electric-Ready) Service Upgrade, Panel Upgrade, and/or Wiring and Receptacle Improvements • Must be related to current or future electrification project(s); mark with “intent to electrify” • Invoice must include the purpose of the electrical upgrade ERV/HRV – Balanced Ventilation Energy Recovery Ventilation or Heat Recovery Ventilation • Home should be at or below 0.35 Natural Air Changes per Hour (NACH); if not, air sealing must be done before or in conjunction with ventilation project (multifamily buildings must test a portion of individual units) • Must deliver fresh (supply) air to main living/work space and each bedroom/office, at a minimum • Installation location allows for service and filter maintenance • All ductwork must be sealed and insulated, or located in a conditioned space • Equipment must meet all of the following: o SRE (Sensible Recovery Efficiency) at 70% or higher o Electrically commutated motors (ECMs) o Cold climate tested, demonstrated operation to -13°F Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Updated: 12/13/24 Page 4 of 5 Heat Pump: Cold Climate Air, Water, or Ground Source (heating and cooling) • Must be rated down to -5°F or colder (down to 5°F may be acceptable but must be pre-approved) • Minimum Coefficient of Performance (COP) @ 5°F of 1.75 • Outside unit must be elevated at least 12 inches off the ground to defrost properly • Air Source Heat Pump Heating Seasonal Performance Factor minimum requirements: o Ducted HSPF2 of 8.1+ (HSPF of 9.3+) o Ductless mini-split HSPF2 of 9.5+ (HSPF of 11.2+) • Recommended: o load calculation to right size heat pump system and derate for high elevation o heat pump provides majority of heating load (+/- 80%) o home weatherization improvements prior to heat pump plans/install o Best Practices for Installation: https://neep.org/sites/default/files/Installing%20Air- Source%20Heat%20Pumps%20in%20Cold%20Climates.pdf o https://loveelectric.org/heating-cooling o www.holycross.com/wp-content/uploads/2022/10/HCE-HeatPumpTips-October2022.pdf Heat Pump Clothes Dryer • Energy-Star certified dryer with heat pump technology: www.energystar.gov/productfinder/product/certified- clothes-dryers/results • Learn more about heat pump dryers: www.energystar.gov/products/heat_pump_dryer Heat Pump (Hybrid) Water Heater • Energy-Star certified with heat pump technology: www.energystar.gov/productfinder/product/certified-water- heaters/results • Learn more about heat pump water heaters: https://loveelectric.org/hot-water Heat Tape Timer – Must be Hardwired • Timer is the equipment that will be rebated; project cost may not include new or replacement heat tape • Recommended: run heat tape during daylight hours - www.holycross.com/wp-content/uploads/2020/07/Heat- Tape-Basics-with-Rates-from-7-1-1911.2.2020.pdf Home Radon Mitigation Systems Available to any home in Eagle County, including the Roaring Fork Valley portion of the County. • Pre and post radon tests required • Ask your installer to use the most Energy Efficient Fan available • System must be sized and installed correctly by a qualified radon mitigation contractor • For more information: https://cdphe.colorado.gov/testing-your-home-radon Induction Cooktop/Range • Learn more about induction cooking: https://loveelectric.org/cooking Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Updated: 12/13/24 Page 5 of 5 LED Lighting & Lighting Controls – Commercial or Multifamily (Common Area) Only • Replace non-LED bulbs with qualifying LED fixtures or bulbs • Minimum of 30% wattage reduction required • Must be Energy Star rated or Design Lights Consortium (DLC) certified www.designlights.org/qpl www.energystar.gov/products/lighting_fans/light_fixtures/why_choose_energy_star_qualified_led_lighting • Networked lighting controls (NLC) with wireless networked integrated sensors only; Control schedule submitted with rebate application Motors: Electronically Commutated Motor (ECM) or Variable Speed • Replace any single speed motor with EC/variable speed motor • Applications include heating, cooling, ventilation, and refrigeration Pool & Spa Pumps • Replace single speed pump with variable speed pump/motor o Provide model number, horsepower, and estimated annual runtime of original equipment • Recommend labeled ENERGY STAR® www.energystar.gov/products/pool_pumps Retro-commissioning, Recommissioning, Commercial ASHRAE Level II or III Audit • Report must be provided to Walking Mountains • Must provide contractor’s modeling for potential energy savings • Must adjust controls as determined by contractor and provide proof (it is recommended to set schedules to avoid electric usage during the 4pm-9pm peak) • Rebate only available for an initial report, updated reports do not qualify Smart (Wi-Fi Enabled) or Programmable Thermostats • Check compatibility on manufacturer’s website before purchasing • Learn more about best options: www.energystar.gov/products/smart_thermostats www.energy.gov/energysaver/programmable-thermostats Variable Refrigerant Flow (VRF) • Energy Efficiency Ratio (EER) of 10+ • Coefficient of Performance (COP) of 2+ • VRF must be used as primary heating and/or cooling source Variable Frequency Drives (VFD) Install VFD controls for new variable speed pump system that replaces single speed pumps or where no controls previously existed • No VFD existed before • Must provide: estimated annual runtime, horsepower, and model number of original equipment. A clear picture of the name plate should be provided • Show estimated energy savings provided by installer, if possible Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 13 EXHIBIT C ReEnergize Agreement Between WMSC and NWCCOG 2025 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 14 EXHIBIT D Insurance Certificate Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 1/29/2025 (970) 926-4900 18058 Walking Mountains PO Box 9469 Avon, CO 81620-9403 41190 A 1,000,000 X PHPK2564169-012 6/9/2024 6/9/2025 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A X PHPK2564169-012 6/9/2024 6/9/2025 5,000,000A PHUB867553-012 6/9/2024 6/9/2025 5,000,000 10,000 B 4012812 5/1/2024 5/1/2025 500,000 500,000 500,000 A Cyber Liability PHSD1803157-002 6/9/2024 Policy Limit 1,000,000 A Errors & Omissions PHPK2564170-007 6/9/2024 6/9/2025 Policy Limit 5,000,000 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. The commercial general liability coverage and automobile 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. Eagle County Government PO Box 850 Eagle, CO 81631 WALKMOU-01 BKELLY Wall Street Insurance 216 Main Street Suite 215 Edwards, CO 81632 info@wallstreetinsurance.com Philadelphia Indemnity Ins Co Pinnacol Assurance X 6/9/2025 X X X X X X X Docusign Envelope ID: 2FEA4CB7-E2F9-4252-8743-CCC8AD04BC80