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Home My WebLink Aboutbocc.con.340.2015 /c! d.er 5�'9G$,ete4l .4.t(CCONTRACTS iy IV , 5 � / "- & ( lia 411SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING AMONG EAGLE COUNTY,GUNNISON COUNTY AND PITKIN COUNTY CONCERNING THE ENERGY SMART PROGRAM THIS SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING("Second Amendment") is entered into on the 5 day of Tha�yy--�� , 2015, by and between Eagle County, Colorado, Pitkin County, Colorado and Gunnison Coijnty, Colorado(collectively,the Counties). WHEREAS, Eagle County, Gunnison County and Pitkin County(hereinafter collectively the "Counties")were awarded an Energy Efficiency and Conservation Block Grant also known as Better Building Grant funded by the United States Department of Energy("DOE")through the American Recovery and Reinvestment Act of 2009 which is documented by notice of award dated June 14,2010 with an effective date of August 12, 2010 from DOE to Counties (collectively the "Grant"); and WHEREAS, Eagle County was designated as the lead agency in the Grant; and WHEREAS,to fulfill the terms of the Grant, the Counties collaborated with Community Office for Resource Efficiency ("CORE") a non-profit corporation in Pitkin County, Office of Resource Efficiency ("ORE")a non-profit corporation in Gunnison County and Walking Mountains Science Center("Walking Mountains") a nonprofit corporation in Eagle County to establish the Energy Smart Program. These entities shall collectively be referred to as the"Non-profits"; and WHEREAS,the Energy Smart Program is comprised of certain assets which include website, tracking software, education and advisory services(hereinafter the"Assets")and access to a revolving loan fund("RLF") to provide financing for energy efficiency home improvements which was funded by the Grant; and WHEREAS, the RLF was established using Grant funds and through an agreement by and between EnergySmart Partners, LLC("ESP"), a Colorado limited liability company,a wholly owned subsidiary of Funding Partners for Housing Solutions, Inc., a non-profit organization certified by the United States Department of Treasury CDFI as a community development fmancial institution as Loan Fund Administrator and Eagle County ("ALF Agreement"); and WHEREAS, one of the goals of the Grant is to create a program which can be utilized by other entities and jurisdictions in achieving common energy efficiency goals; and WHEREAS, the Grant concluded on November 1, 2014,but the Counties desire to fulfill the Grant objectives and goals by planning for the continuation and expansion of the Energy Smart Program;and WHEREAS,the Counties entered into a Memorandum of Understanding dated on or about 1 • April II, 2012 ("MOU")to establish the relationship of the Counties concerning the Energy Smart Program and the RLF; and WHEREAS, the Counties entered into an Amendment to the MOU entitled the "Lake County Amendment"to allow Cloud City Conservation Center("C4")and Lake County Access to the Assets and RLF; and WHEREAS,the Counties and Non-profits have been working to establish a plan for the transition and on-going operation and growth of the Energy Smart Program, its Assets and the RLF; and WHEREAS, Energy Smart Colorado, Inc., a Colorado non-profit corporation has been formed by CORE, Walking Mountains and HC3 (a Colorado-non-profit corporation located in and supported in part by Summit County)with collaboration from ORE; and WHEREAS,the Counties now desire to further amend their MOU to allow for the transfer of the Assets to Energy Smart Colorado, Inc. and for certain administration and access of the RLF by Energy Smart Colorado, Inc. and Eagle County in an effort to close out the Counties obligations under the Grant. NOW THEREFORE,the Counties agree as follows: 1. The proposed agreement for transition of the Assets and on-going operation and access to the RLF between Eagle County and Energy Smart Colorado, Inc. is attached hereto as Exhibit 1 the ("Transition Agreement").The Transition Agreement contains Exhibits A through G. In an effort to simplify this Second Amendment,Exhibit B and Exhibit D to the Transition Agreement have been omitted from Exhibit 1 as those documents have been previously supplied to and approved by the Counties. For clarity,Exhibit B to the Transition Agreement is the Revolving Loan Fund Agreement and amendments thereto and Exhibit D is the Grant agreement with DOE. Exhibit B and Exhibit D to the Transition Agreement will be made available by Eagle County upon request. ❑ 2. The Counties hereby approve the proposed form of the Transition Agreement and authorize Eagle County to enter into the Transition Agreement in a form the same as or substantially similar to the draft attached as Exhibit I. ❑ 3. The Counties hereby consent to and approve the transfer and conveyance of the Assets to Energy Smart Colorado, Inc. as set forth in the Transition Agreement and Pitkin County and Gunnison County hereby waive any ongoing claim to or in such Assets. ❑ 4. The Counties hereby consent to access to and on-going operation of the RLF by Eagle County and Energy Smart Colorado, Inc. as set forth in the Transition Agreement. Pitkin County and Gunnison County hereby waive any claims against Eagle County or Energy Smart Colorado, Inc. associated with the right to approve of any access to the RLF by residents of other jurisdictions. Pitkin County and Gunnison County further waive any claims against Eagle County concerning its right to approve any partial or complete draw down or termination of the RLF by Energy Smart Colorado, Inc. or Eagle County and 2 i distribution of RLF funds as approved by DOE from time to time. 5. The limitation of fifty thousand dollars($50,000) set forth in the Lake County Amendment is hereby eliminated. ❑ 6. The proposed Second Amendment to the RLF Agreement is attached hereto as Exhibit 2. The Counties hereby approve the form of the Second Amendment to the RLF Agreement and authorize Eagle County to enter into the Second Amendment to the RLF Agreement in a form the same as or substantially similar to the draft attached as Exhibit 2. 7. Without further approval or action by the Counties, Eagle County is hereby authorized to take such action it deems necessary concerning the RLF and Energy Smart Program. Eagle County may enter into such other or future amendments to the Transition Agreement and Revolving Loan Fund Agreement as may be necessary including termination of the same. ❑ 8. To the extent required by the Grant, Eagle County and Energy Smart Colorado, Inc. shall be responsible for on-going reporting to DOE. ❑ 9. This Second Amendment supersedes and replaces all earlier MOD's, amendments and agreements concerning the Grant and Energy Smart Program among the Counties. ❑ is 010 APPROVED AND ADOPTED on thed I day of L ,2015. BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By SL1jrenn L.f%Iz VA/ • "'.EST: Sten, F. Cid Id Date 5 i$ 201 S— il. , A, /./, . _ o% cU Jea Jae Jones / Cle, to the BOCC APPROVED AS TO FORM: APPROVED AS TO CONTENT: ,1 H John E Cin y d ouben, tt C.. : • . ey Community Development P[rector 3 EAGLE COUNTY, COLORADO By and through its Board of County Commissioners By: Kathy Chandler-Henry, Chair Attest: Teak Simonton,Clerk to the Board Commis � .e.s 7✓/74b:L/d7 4