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24.01.24 ICA ICLEI DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F 2024 Independent Contractor AV on Service Agreement For Town ofAvon Wedge Analysis COLORADO This Independent Contractor Service Agreement(`Agreement')dated as of January23,2024,is between the Town of Avon,a Colorado home rule community("Town'),and ICLEI(International Council for Local Environmental Initiatives), a non-profit technical sustainability consulting organization of the State of Colorado whose business address is 1536 Wynkoop St,#901,Denver CO 80202(`Contractor"and, together with the Town,`Parties'). 1. Services: Contractor agrees to provide services (`Services')as described in the proposal (Proposal')attached hereto and incorporated herein as Exhibit A To the extent the provisions ofthis Agreement conflict with the Proposal,the terms ofthis Agreement shall control Contractor shall provide and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by members ofthe same profession currently practicing under similar circumstances in Colorado. Contractor hereby warrants that it has the workforce,training,experience,and ability necessary to properly complete the Services in a safe and timely fashion. Contractor will comply and cause all of its employees,agents, and subcontractors to comply,with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement,or any other document attached or referenced herein,to have entered into any partnership,joint venture,employer/employee, or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure,and shall not provide,any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor's employees, sub-consultants, contractors, agents,or representatives,including coverage or benefits related but not limited to: local, state,or federal income or other tax contributions;insurance contributions (e.g.,FICA);workers'compensation;disability, injury, or health;professional liability insurance, errors,and omissions insurance;or retirement account contributions. 3. Insurance: 3.1. Mnimum Amounts. The Contractor shall obtain and shall continuously maintain during the Tema (as defined herein)ofthis Agreement insurance ofthe kind and in the minimum amounts specified in this Section 3.1. The Required Insurance (defined below)shall be procured and maintained with insurers with an A or better rating as determined by Best's Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands,and other obligations assumed by the Contractor. The Contractor shall secure and maintain the following(`Required Insurance'): 2024 FORM ICA—International Council for Local Environmental Initiatives,Effective January 15,2024 Page 1 of 6 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F A Worker's Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as maybe required by law. Such policy of insurance,if any, shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General liability insurance with minimum combined single limits of One Mllion Dollars ($1,000,000.00)for each occurrence and of One Million Dollars ($1,000,000.00)aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury,broad form property damage (including completed operations), personal injury(including coverage for contractual and employee acts),blanket contractual, independent contractors,products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an`bccurrence"basis as opposed to a`blaims made"basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town,and its elected officials,officers,employees,and agents as additional insured parties. 3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 3. INSURANCE and its subsections,insurance shall conform to all ofthe following: A For Required Insurance and other insurance carried by Contractor("Contractor Insurance'),all policies of insurance shall be primary insurance,and any insurance carried by the Town, its officers, or its employees shall be excess and not contnbutory insurance to that provided by the Contractor;provided,however,that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim,damage,or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town-obtained insurance policy or coverage. B. For Contractor Insurance and Required Insurance,the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance,no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance,every policy of insurance shall provide that the Town will receive notice no less than thirty(30)days prior to any cancellation,termination,or a material change in such policy. 3.3. Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain and continuously maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not limit,prevent,preclude,excuse,or modify any liability,claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage,conditions, restrictions,notices,and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion,the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith,and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town,or at the Town's sole discretion,the Town may offset the cost ofthe premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 2024 FORM ICA—International Council for Local Environmental Initiatives,Effective January 15,2024 Page 2 of 6 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F 3.4. Insurance Certificates. Prior to commencement ofthe Services,the Contractor shall submit to the Town applicable certificates of insurance for all Required Insurance. Insurance limits,terms of insurance,insured parties,and other information sufficient to demonstrate conformance with this Section 3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3)business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may,at its election,withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 4. Payment: Payment for Services shall be due only after the Services are completed to the Town's satisfaction,which satisfaction shall be determined by the Town in its sole and reasonable discretion,and after Contractor has submitted an invoice for the amount due complete with the Contractor's taxpayer identification number or social security number. Town shall pay Contractor within thirty(30)days after an invoice in proper form is submitted to Town. 5. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to the Contractor at least ten(10)days prior to the effective date of termination or may terminate this Agreement immediately upon delivery ofwritten notice if Contractor fails to provide the Services in accordance with the terms ofthis Agreement. 6. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town,its officials, employees, contractors,or agents,or any other person acting on behalf of the Town and,in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act,Title 24,Article 10,Part 1 ofthe Colorado Revised Statutes. 7. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because ofrace,color,religion, sex,or national origin. Contractor will take affirmative action to ensure applicants are employed,and employees are treated during employment without regard to their race,color,religion,sex,or national origin. Such action shall include,but not be limited to the following: employment,upgrading,demotion,or transfer;recruitment or recruitment advertising;layoff or termination; rates ofpay or other hlib of compensation;and selection for training,including apprenticeship. 8. No Third-Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of or claim for relief for, any third party,including any agent, sub-consultant,or sub-contractor of Contractor. Absolutely no third-party beneficiaries are intended by this Agreement. Any third party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 9. Limitation of Damages: The Parties agree that Contractor's remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement and that the Town shall not be liable for indirect,incidental, special, consequential or punitive damages,including but not limited to lost profits. 10. Indemnity: To the fullest extent permitted by law,Contractor shall indemnify,defend and hold harmless Town, its members,affiliates, officers, directors,partners,employees,and agents from and 2024 FORM ICA—International Council for Local Environmental Initiatives,Effective January 15,2024 Page 3 of 6 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F against all claims, damages,losses,and expenses,including but not limited to reasonable attorney's fees, arising out ofthe performance ofthe Services,provided that any such claim,damage,loss or expense is caused by any negligent act or omission of Contractor,anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor maybe liable,except to the extent any portion is caused in part by a party indemnified hereunder. 11. Governing Law,Venue,and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County,Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement,the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language ofthis Agreement and any exhibit or attachment,the language of this Agreement shall govern. 12. Term. The provision of Services under this Agreement shall commence on March 1,2024(the `Effective Date')and will terminate on June 30,2024(cumulatively,the'Term');provided,however,under no circumstances will the Term exceed the end of the current Town Fiscal year(January 1—December 31). The Contractor understands and agrees that the Town has no obligation to extend this Agreement's Term or contract for the provision of any future services,and makes no warranties or representations otherwise. Notwithstanding the foregoing,the Parties may mutually agree in writing to the monthly extension of this Agreement for up to twelve (12)consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension do not alter or amend any of the terms or provisions of this Agreement. 13. Article) Section 20/TABOR The Parties understand and acknowledge that the Town is subject to Article §20 ofthe Colorado Constitution(TABOR'). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and,therefore,notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available in accordance with the rules,regulations, and resolutions of Town of Avon,and other applicable laws. Upon the failure to appropriate such funds,this Agreement shall be terminated. 14. Background Check.Abackground check of Contractor and any Contractor's employees or subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past six(6)months and shall provide a copy prior to the commencement of any Services (this can be acquired online by going to www.colorado.gov)or the Town will conduct the background check and provide a submission form to be completed by the Contractor. 15. Assignability. The Contractor shall not assign this Agreement without the Town's prior written consent. 2024 FORM ICA—International Council for Local Environmental Initiatives,Effective January 15,2024 Page 4 of 6 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F 16. Survival Clause.The `Indemnification"provision set forth in this Agreement shall survive the completion ofthe Services and the satisfaction,expiration,or termination of this Agreement. 17. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable,such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Attorney's Fees. Should this Agreement become the subject of litigationbetweenthe Town and Contractor,the prevailing party shall be entitled to recovery of all actual costs in connection therewith, including but not limited to recovery of all actual costs in connection therewith, including but not limited to attorneys'fees and expert witness fees.All rights concerning remedies and/or attorneys'fees shall survive any termination of this Agreement. 2024 FORM ICA—International Council for Local Environmental Initiatives,Effective January 15,2024 Page 5 of 6 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F AGREEIVENI'READ,UNDERSTOOD,AND APPROVED: TOWN OF AVON CONTRACTOR DocuSigned by: DocuSigned by: By o7ruA7E4e1FE431 By 6AC370BCDCCC4CA... charlotte Lin Angie Fyfe Name: Name: Sustainability Coordinator Executive Director Title: Title: APPROVED AS TO FORM DocuSigned by: C20F2B6FEF8A420... Nna P.Williams,Town Attorney 2024 FORM ICA—International Council for Local Environmental Initiatives,Effective January 15,2024 Page 6 of 6 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F i4 EXHIBIT A ICLEI Local Governments for Sustainability EMI November 22,2023 Charlotte Lin,Sustainability Coordinator City of Avon,Colorado clin@avon.org Introduction The Town of Avon adopted the Climate Action Plan for the Eagle County Community in 2016 and has been working diligently ever since to help the County achieve its emissions reduction targets. The Plan established greenhouse gas emission reduction targets of 50% by 2030 and 80%by 2050 from a 2014 baseline. Recently, Avon began working with ICLEI to complete the Town's baseline greenhouse gas inventory for the year 2019 as well as another for the year 2022. As the inventories near completion, Avon is actively pursuing its next steps to use its greenhouse gas inventories to forecast the effects of future mitigation efforts and to plan actions that will have the highest impact. ICLEI Local Governments for Sustainability USA is pleased to provide a quote for services to continue to support Avon in this effort. ICLEI will prepare and provide: • A Community-wide Wedge Analysis - based on the reviewed 2019 and 2022 greenhouse gas inventories,which considers external policy drivers Wedge Analysis:Achieving GHG Emissions Reduction Targets ICLEI, in partnership with the Town of Avon,will develop a Wedge Analysis to inform pathways for the Town to achieve its community climate goals. ICLEI will model, evaluate, and create town-specific scenarios to develop up to five short, mid and long term policies(15 total)for the consideration of the Town. The Wedge analysis will be developed to provide: • Alignment with the goals of the Climate Action Plan for the Eagle County Community • High Impact Actions that will act as a compass and help the Town of Avon determine how to reduce emissions as much as possible as quickly as possible. 11 DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F J ICLEI Local Governments for Sustainability Task Descriptions E3 TASK/ACTIVITY Deliverable Timing Notes Policy scan Review future policy Wedge analysis Weeks 1-6 Document impacts of Colorado laws, scenarios and test Foundation; programs,policies, regional efforts and various forecasts and Forecast carbon other efforts,and planned Avon policies targets for emission reduction pathways and programs reductions for community-scale emissions Measure Identification and Prioritization GHG reduction planning Matrix of Weeks Town of Avon will provide a list of for various community-wide 6-10 high-level priority actions to ICLEI. ICLEI, scenarios GHG mitigation will request the data needed,model,and measures(short-term; provide the first round of results.A mid-term;long-term) second round of modeling will be conducted based on Updates as needed feedback/prioritization. Updates: Weeks Town-specific scenarios and policies for 10-12 consideration will be developed as a result.We will identify short-,mid-,and long-term strategies,up to five prioritized actions in each: control, collaborate,and advocate(15 actions total) Present progress PPT,spreadsheets, As needed ICLEI team available for virtual presentations and results to the ClearPath output Town of Avon Price Quote Wedge Analysis $7,000 This quote is valid for 90 days. Contact:Angie Fyfe,Executive Director angie.fyfe@iclei.org DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F ICLEI Local Governments About ICLEI for Sustainability ICLEI Local Governments for Sustainability (ICLEI) is the first and largest global network of local governments devoted to solving the world's most intractable sustainability challenges. Our standards, tools, and programs credibly, transparently, and robustly reduce greenhouse gas (GHG) emissions, improve lives and livelihoods and protect natural resources in the communities we serve. Since 1995, ICLEI has served as the global focal point for local and regional governments at the UN Framework Convention on Climate Change and the Convention on Biological Diversity. ICLEI established the first global platform for urban resilience and climate change adaptation, the Resilient Cities Congress in 2010. From 2010 to 2019, the Congress served as a space for discussion on urban resilience across major global sustainability agendas:The transition from the Millennium Development Goals (MDGs) to the 2030 Sustainable Development Agenda and its Sustainable Development Goals (SDGs), the Paris Agreement on Climate Change, the Sendai Framework for Disaster Risk Reduction 2015- 2030, and the New Urban Agenda. In 2020, the Congress transitioned to the Daring Cities to mobilize communities in the climate emergency. ICLEI's five pathways framework integrates solutions that balance the patterns of human life and the built and natural environments. Crg `O Decarbonization Circular Equity Community Nature & Economy Resilience Health Contact us: Web I Twitter I Linkedln I Instagram I Vimeo I Newsletter ICLEI Local Governments for Sustainability USA 1536 Wynkoop Street Suite 901 Denver,CO 80202 +1-510-844-0699 ICLEI USA is a 501c3 nonprofit. Our tax ID is 04-3116622 ICLEI's Denver office is located on the ancestral lands of the Cheyenne, Ute,and Sioux people. DocuSign Envelope ID:73EA569D-2B79-4939-AD69-55AD80F8229F ICLEI Local Governments 'or Sustainability Technical Qualifications Ea In 1995, ICLEI USA launched the Cities for Climate Protection (CCP), the world's first program supporting local governments in climate action planning. CCP introduced the Five Milestones of Emissions Management framework to manage GHG emissions through inventories, targets, and climate action plans,creating a standard of practice for U.S.cities. Building on experience delivering the Five Milestones, ICLEI USA developed the emissions accounting protocols that are now industry standards for U.S. local governments: • U.S.Community Protocol (USCP)for Accounting and Reporting GHG Emissions • Local Government Operations Protocol for Measuring GHG Emissions • Recycling and Composting Protocol • Forestry and Land Use Update(Appendix J)to the U.S.Community Protocol ICLEI's ClearPath GHG emissions-management software platform, developed in 2013, provides the automated application of these protocols. More than 660 U.S.jurisdictions have collectively created 1,069 community-scale inventories and climate action plan scenarios (targets and forecasts) as of 2021 - demonstrating ClearPath's ability to support emissions accounting at a significant scale. ICLEI USA uses ClearPath inventory data to calculate city and county 2030 science-based targets (SBTs) and related high-impact actions, putting communities on track to achieve zero emissions by 2050. The SBT methodology is one of many global initiatives of the ICLEI world Secretariat, who co-developed the Global Protocol for Community Scale GHG emissions (GPC); the Covenant of Mayors'Common Reporting Framework;and SBT methodologies. Assisting communities with climate adaptation, ICLEI USA,the University of Washington,and King County developed the first adaptation planning guide for U.S.state and local governments in 2007. This guide is still referenced today and is the basis for the adaptation guidance ICLEI provides to communities. ICLEI develops a custom sustainability journey for each of its network communities, often providing direct services to create climate vulnerability assessments. The U.S. government's Climate Resilience Toolkit references Temperate,an application developed by software developers at Azaeva,which returns downscaled climate data and identifies three top local hazards. When Azavea sought city experts to inform the development of the software,their industry research led them to ICLEI.The application has been co-developed, marketed and applied by Azavea and ICLEI USA since 2017.