24.02.26 ICA Walking Mountains Science Center DocuSign Envelope ID:7846128C-78C0-431B-BE55-F664A2C93748
AV on 2024 Independent Contractor
COLOR ADO Service Agreement
For Town of Avon Community Energy Efficiency Program
This Independent Contractor Service Agreement(`Agreement')dated as of February 26,2024,is
between the Town of Avon,a Colorado home rule community("Town'),and Walking 1Vbuntains 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 perfoiii,ing 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 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'):
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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 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 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 ofthe premiums
against any monies due to the Contractor from the Town pursuant to this Agreement.
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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 forms 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 indenmify,defend and hold
harmless Town, its members,affiliates, officers, directors,partners,employees,and agents from and
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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 February 26,2024(the
`Effective Date')and will terminate on December 31,2024(cumulatively,the "Term');provided,however,
under no circumstances will the Term 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 kinds,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 w ww.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.
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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.
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DocuSign Envelope ID:7846128C-78C0-431 B-BE55-F664A2C93748
AGREEMENT READ,UNDERSTOOD,AND APPROVED:
TOWN OF AVON CONTRACTOR
r—DocuSigned by: r—DocuSigned by:
By: e`^J` Lb./ By: 14Li ha titn t,
"-9821B394EC32416... k—F15208E4E888495...
Name: Eric Heil Name: Nikki Malin
Title: Town Manager Title: Energy Programs Director
APPROVED AS TO FORM
c—DocuSigned by:
{IAA L U,iawkS
Nina P. l i °,FIN4V ttorney
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DocuSign Envelope ID:7846128C-78C0-431 B-BE55-F664A2C93748
EXHIBIT A: Scope of Work ji4
WalkingMountains
A
EDUCATION I SCIENCE I SUSTAINABILITY E n e rg y S m a rt AVOn
COLORADO COLORADO
2024 SCOPE OF SERVICES for the TOWN OF AVON
Community Energy Efficiency Program
1/1/2024 through 12/31/2024
CONTACT INFORMATION
Walking Mountains Contact: Nikki Maline, Energy Programs Director
P.O. Box 9469,Avon, CO 81620 Email: nikkim@walkingmountains.org
Office Phone: 970-328-8777 Website: www.walkingmountains.org/energy
ORGANIZATION PROFILE
The mission of Walking Mountains 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 Mountains 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.
The Energy Smart Colorado program at Walking Mountains provides energy coaching, comprehensive
home energy assessments (highly discounted), and rebates to businesses and homes.
Through ReEnergize Eagle County a free assessment and free home improvements are available to local working
households (and retirees), homeowners and renters, with a max 150%Area Median Income (AMI).
PURPOSE OF PROGRAM / PARTNERSHIP
To create a system of incentives that are specific and targeted for the Town of Avon community in order to help locals
decrease their energy burden and make living environments safer and healthier.Through participation in the Energy
Smart Colorado program, homes & business are provided education and recommendations after an in person visit, and
incentives for making recommended upgrades. In additional to a reduced energy burden and a healthier living
environment, homes and buildings that invest in improvements rebated through the Energy Smart Colorado program for
Energy Efficiency, Renewable Energy, and Building Electrification significantly help our community reach our local climate
action plan goal of an overall 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 this goal.And,Avon is a
key partner, involved in the local Climate Action Collaborative and their working groups. By partnering with Walking
Mountains and the Energy Smart Colorado program the Town of Avon will be able to implement a program that is
accessible, available, and affordable to all homes & business.
In 2016 the Town of Avon approved the adoption of the Exterior Energy Offset Program (EEOP),which brings funds in
from those implementing outdoor energy use without on-site offsets.The intended use of these funds is for energy
improvements within the Avon.These funds can be used to partner with the Energy Smart Colorado program locally.This
2024 Town of Avon Community Energy Efficiency ProgramExhibit A—page 1 updated 2/22/24
DocuSign Envelope ID:7846128C-78C0-431 B-BE55-F664A2C93748
Walkingiiddd
Mountains
n
EDUCATION I SCIENCE I SUSTAINABILITY EnergySmart AV 0 n
COLORADO COLORADO
partnership between Walking Mountains and the Town of Avon will specifically focus on community energy use (n homes
and businesses)within the Town of Avon.
Community Energy Efficiency Program:
Within the Community of the Town of Avon, we would like to increase the participation and engagement in the already
developed Energy Smart Colorado program. Many of the assets for this program are already in place and will be leveraged
for your community, including:
• Qualified contractor network for Energy Assessments and Improvements
• Comprehensive Customer Relationship Management tool (Salesforce)for tracking program results/financials
• Stocked Inventory of Quick Fix materials (free direct installs at home energy assessments)
Sustainable Economic and Social Development:
Over the past 10+years throughout Eagle County,the Energy Smart Colorado program has created a "green workforce"
including highly-trained contractors and Building Analysts which have all contributed to the economic growth of the
community.
Public Education, Communication, and Equity:
By providing energy efficiency education to local homeowners & businesses, and developing more streamlined methods
of bi-lingual communication, we will be able to increase the capacity for energy saving improvements throughout the
town. Our 2024 Outreach will be neighborhood focused with promotion of all programs available locally to households
with a maximum household income of 150%Area Median Income (AMI).These programs include WAP (Federal
Weatherization Assistance Program), CARE (Colorado's Affordable Residential Energy program), and ReEnergize Eagle
County. All programs provide free assessments and free home improvements.
DELIVERABLES
During 2024, Walking Mountains will partner with the Town of Avon, other local municipalities, Eagle County, and local
utilities to perform the following work:
• Project management and reporting of the Energy Smart Colorado program in Eagle County
• Coordination of the Energy Smart Colorado program, providing energy assessments, energy coaching and rebates,
and direct bi-lingual outreach to households that need the most help
• Annual energy savings report, with data on number of homes and businesses worked with and greenhouse gas
(GHG) reductions; report will show Town of Avon's specific impact
The above includes managing the entire program and all that is contained within this proposal, including managing the
budget, reporting, data management, energy modeling, workflow of setting up and completing assessments, rebate
processing, energy coaching, and more.
Marketing&Outreach:
Marketing& Outreach will include newsletter inclusion and targeted social media posts with files ready to share with
towns so they can do the same.A poster will be created, specific to the Town, and distributed specifically at locations
Avon locals frequent. In addition, if there are events that take place within Avon that homeowners and
2024 Town of Avon Community Energy Efficiency ProgramExhibit A—page 2 updated 2/22/24
DocuSign Envelope ID:7846128C-78C0-431 B-BE55-F664A2C93748
Walking Mountains En e rgySmart AV n
EDUCATION I SCIENCE I SUSTAINABILITY
COLORADO COLORADO
businesses may attend, Walking Mountains would like to have a table to share information and energy education.
Community outreach will focus on connecting with local working households that need assistance the most, as detailed
above. Walking Mountains is happy to collaborate on final decisions for marketing and outreach with the Town of Avon,
and always happy to take guidance if the Town already has some ideas.
Town of Avon-Community Incentives for homes& businesses that reside within the Town of Avon, and Town of Avon
employees (above/beyond all regular ESC rebates):
• Home Energy Assessments-$50 cost to homeowner at time of assessment, any size of home
• Weatherization BONUS Rebate-$500 for air sealing and/or insulation upgrades that meets/exceed requirements
of the ESC rebate program, not to exceed 75%of project cost when all incentives combined
• Heat Pump BONUS Rebate-$500 for installing a heat pump or heat pump water heater that meets/exceeds
requirements of the ESC rebate program, not to exceed 75%of project cost when all incentives combined
• Gas-to-Electric Induction Stove BONUS Rebate-$500 for installing an induction stove (gas-to-electric only), not
to exceed 75%of project cost when all incentives combined
• Solar PV Rebate-$1,000 for on-site, grid-tied Solar PV, new construction OK
• Multifamily EV Charger Rebates-up to$1,000 for a 2-port charger, level II or Ill, available to the public
• ReEnergize Eagle County(max 150%AMI)-$7,500—funds one additional home specifically in Avon
BUDGET& GOALS
Incentive/Hard Cost Details Budget Est.Annual
MtCO2e reduced
Home Energy Assessments Goal of thirty-five (35) $50 cost to homeowner $2,500 4
Weatherization Bonus Goal of six(6) $500 bonus rebates for Air Sealing&
Rebates Insulation improvements $3,000 9
Heat Pump Bonus Rebates Goal of eight (8) $500 bonus rebates for Heat Pumps $4,000 24
Gas-to-Electric Induction Goal of eight(8) $500 bonus rebates for Induction
$4,000 6
Stove Bonus Rebate Stoves(Gas-to-Electric only)
Solar PV Rebates Goal of six(6) $1,000 Solar PV rebates $6,000 32
Multifamily EV Chargers Goal of three (3)$1,000 MF EV Charger rebates $3,000 -
ReEnergize Eagle County Complete one (1)additional ReEnergize home in Avon $7,500 5
Hard costs for marketing, outreach and communication
Marketing&Outreach $2,000 n/a
in order to increase participation
Hard costs for program management, staffing, on-going
Program Administration $8,000 n/a
energy coaching and contractor referrals
Town of Avon Specific Incentives: $40,000 80 MtCO2e
estimated
165 MtCO2e reduced annually from all ESC incentives in the Town of Avon in 2024, estimated
The top seven(7)lines are estimated flow-through funds;in order to respond to varying community interest there is flexibility between these lines.
Assessments&Rebates are limited to the amount of total funds available at any given time. Walking Mountains will notify the Town of Avon if the
budget above is close to being fully utilized,at which time the Town can choose to contribute more funds,or end these special incentives in Avon for
the remainder of the year.If Energy Smart Colorado funds run out prior to the end of the year and this Town of Avon budget has not been fully
utilized,then the Town can have the option(or not),at that time,to pay out with the remaining budget, to Avon residents only,any regular Energy
Smart Colorado rebates that would otherwise not be provided.
2024 Town of Avon Community Energy Efficiency ProgramExhibit A—page 3 updated 2/22/24