23.03.01 ICA WALKING MOUNTAINS SCIENCE CENTER DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
AV on 2023 Independent Contractor
COLOR ADO Service Agreement
For Town of Avon Community Energy Efficiency Program
This Independent Contractor Service Agreement(`Agreement')dated as of Much 1,2023,is between
the Town of Avon, a Colorado home rule community("Town'), and Walking Nbuntains Science Center,a
community-based nonprofit 501c3 organization of the State of Colorado whose business address is 318
Walking Nbuntains Lane I PO Box 9469 I Avon,CO 81620("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. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term
(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'):
2023 FORM ICA—Walking Nbuntains Science Center,IVhrch 1,2023
Page 1 of 5
DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
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`occurrence"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 of the
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 contributory 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 of the premiums
against any monies due to the Contractor from the Town pursuant to this Agreement.
2023 FORM ICA—Walking 1Vbuntains Science Center,MVI rch 1,2023
Page 2 of 5
DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
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,terns 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
2023 FORM ICA—Walking 1Vbuntains Science Center,IVhrch 1,2023
Page 3 of 5
DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
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 may be 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 January 1,2023 (the
`Effective Date')and will terminate on December 31,2023 (cumulatively,the "Term');provided,however,
under no circumstances will the Temp exceed the end ofthe 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.
2023 FORM ICA—Walking 1Vbuntains Science Center,IVhrch 1,2023
Page 4 of 5
DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
AGREEMENT READ,UNDERSTOOD,AND APPROVED:
TOWN OF AVON CONTRACTOR
,—DocuSigned by: r—DocuSigned by:
By: w 3/3/2023 By: ({4-t AlaiIA , 3/2/2023
—98218394EC32416._ \--F15208E4E888495...
Name: Eric Heil Name: Nikki Malin
Title: Town Manager Title: Energy Programs Director
APPROVED AS TO FORM
r—DocuSigned by:
4 ) A-tuA .0v, 3/6/2023
Karl Hanlon, 83wri Attorney
2023 FORM ICA—Walking Nbuntains Science Center,Much 1,2023
Page 5 of 5
DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
i
lt
walking mountains' EnerRRRRgySmart AVustainability Cp,0.ADOon
COLORADO
EXHIBIT A - 2023 SCOPE OF SERVICES
Community Energy Efficiency Program 1/1/2023 through 12/31/2023
CONTACT INFORMATION
Walking Mountains Science Center Contact: Nikki Maline, Energy Programs Director
P.O. Box 9469, Avon, CO 81620 Office Phone: 970-328-8777
Email: nikkim@walkingmountains.org Website: www.walkingmountains.org/energy
ORGANIZATION PROFILE
The mission of Walking Mountains Science Center is to "awaken a sense of wonder and inspire
environmental stewardship and sustainability through natural science education." Walking Mountains is a
community-based nonprofit 501c3 organization in Avon, Colorado that educates residents and visitors
while helping businesses, individuals and local governments become more environmentally sustainable.
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. Through this objective our staff implement multiple strategies to educate, outreach,
and provide opportunities for action. Sustainability staff work across various sectors including energy &
buildings, climate action, sustainable business, and waste diversion and reduction while using a lens of
equity.
Through the Energy Smart Colorado program,Walking Mountains provides energy coaching,
comprehensive home energy assessments, energy visits to businesses & larger buildings, and rebates
to businesses and homes, including increased low-to-moderate income (LMI) household incentives.
PURPOSE OF PROGRAM/PARTNERSHIP
To create a system of incentives that are specific and targeted for the Town of Avon community in order
to increase participation in the local Energy Smart Colorado program. Homes and buildings that invest in
improvements rebated through Walking Mountains for Energy Efficiency, Renewable Energy, and
Building Electrification significantly help our community local climate goals. By partnering with Walking
Mountains and the Energy Smart Colorado program, we will be able to implement a program in the Town
of Avon that is accessible, available, and affordable to all homes &businesses within the Town.
The local Climate Action Collaborative has a goal of a 50% reduction of greenhouse gas emissions by
2030 (from a 2014 baseline). The Town of Avon has implemented an action-based/town specific
CLIMATE ACTION PLAN schedule based on these goals. And, Avon is a key partner, involved in the
local Climate Action Collaborative and their working groups.
In 2016 the Town of Avon approved the adoption of the Exterior Energy Offset Program(EEOP), which
bring funds in for those implementing outdoor energy use without on-site offsets. The intended use of
these funds is for energy improvements within the town&they can be used to partner with the Energy
Smart Colorado program.
2023 Town of Avon Community Energy Efficiency Program Exhibit A—page 1 1/23/23
DocuSign Envelope ID:77E20A82-1745-4D65-AF31-5DB274BEC45A
f- libt
walking mountains' EnerRRRRgySmart AVsustainability Cp,0.ADOon
COLORADO
DELIVERABLES
During 2023, Walking Mountains will partner with the Town of Avon and other local entities to perform
the following work.
• Project management and reporting of the Energy Smart Colorado program in all local areas in
the Eagle River Valley, including an annual energy savings report to The Town of Avon with
number of homes and businesses worked with, energy reductions (GHG reductions and
kWh/THERMS), and other data
• Coordination of the Energy Smart Colorado program,providing base rebates available to everyone
plus special rebates available to Town of Avon residents of: $50 home energy assessments, free
energy coaching, Solar PV rebates, and bonus weatherization and electrification rebates
• Collaboration with Town of Avon staff to train and educate locals and staff about available local
energy resources for their homes and businesses, and develop best practices for outreach and
marketing this program within Avon
BUDGET & GOALS
A total of$40,000 in 2023 is intended to be provided from the Town of Avon to the Energy Smart
Colorado program at Walking Mountains Science Center. Billing will be based on actual incentives
provided, and incentives will be available only as long as funds last(up to $40,000). Following is a rough
breakdown of how this money will be allocated to homes and businesses in the Town of Avon. Below
allocations show$30,000 in flow-through funds that go directly back into the Avon community
through special incentive.
Incentive/Hard Cost Details Budget Estimated Annual
MtCO2e reduced
Home Energy Assessmen i I Goal of thirty(30) $50 assessments $1,500 7.20
Solar PV Rebates Goal of twenty(20)$1,000 Solar PV rebates; $20,000 182.20
this includes 9 reserved 2022 Solarize rebates
Weatherization Rebates Goal of eight(8) $500 bonus rebates for Air $4,000 9.60
Sealing&Insulation improvements
Heat Pump Rebates Goal of nine (9) $500 bonus rebates for Heat $4,500 23.40
Pump installations
Marketing & Outreach Hard costs for marketing, outreach and $2,000
n/a
communication in order to increase participation
Program Administration Hard costs for program management, staffing, $8,000 n/a
energy coaching and contractor referrals
Total: $40,000 222.40 MtCO2e
The top four(4)lines are flow-through funds, and estimated amounts, in order to respond to varying community interest there
can be flexibility between these 4 lines.Ifflow-through funds get low we will notify the Town of Avon and see if they would like
to end special incentives for the year or contribute more funds.
MtCO2e=Metric tons of carbon dioxide equivalent(reduced annually;estimated)
2023 Town of Avon Community Energy Efficiency Program Exhibit A—page 2 1/23/23