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HomeMy WebLinkAboutAgenda - 09-20-2005-5nORANGE COUNTY BOARD OF COUNTY COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 20, 2005 Action Agenda Item No. 5-y~ SUBJECT: Award of Contract and Approval of Memorandum of Agreement -Joint Greenhouse Gas Emissions Inventory and Action Plan DEPARTMENT: Environment and Resource Conservation, Purchasing PUBLIC HEARING: (Y/N) No ATTACHMENT(S): 1) Memorandum of Agreement, with Attachments 2) Proposed Contract with IES, with Attachments INFORMATION CONTACT: David Stancil. 245-2598 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To consider awarding a contract to ICLEI Energy Services of Toronto to conduct a joint greenhouse gas (GHG) emissions inventory and emissions reduction action plan, and to approve an interlocal Memorandum of Agreement between the Towns of Carrboro and Chapel Hill and Orange County regarding administration of the project, BACKGROUND: In September 2003, the elected boards from Orange County, Chapel Hill and Carrboro agreed to collaborate together on a proposed project to address greenhouse gas (GHG) emissions. As members of the International Council of Local Environmental Initiatives (ICLEI) and the Cities for Climate Protection program, the three local governments have jointly committed to undertaking an inventory of greenhouse gas emissions and an action plan to effect reductions in emissions. The Boards agreed to pursue the project with the County's Environment and Resource Conservation Department (ERCD) serving as project coordinator, and asked the staffs to develop a scope of work for the project and solicit qualified firms through a Request for Qualifications, This was done in late 2003 and early 2004 by the staffs of each jurisdiction. After meeting to review qualifications, and ask/receive answers to clarifying questions, the staff work group unanimously agreed to recommend ICLEI Energy Services (IES) of Toronto as consultant, Over the last six months, the staff work group has developed a proposed Memorandum of Agreement (MoA) between the jurisdictions that outlines the project cost shares and 2 responsibilities, and a draft contract with IES far the work (both attached). In June of this year, the MoA was considered and approved by the Chapel Hill Town Council and the Carrboro Board of Aldermen, As the project administrator, only Orange County must approve the contract. The Board discussed this project at the August 29 work session, IES would conduct this project over 4 months, beginning in October, The consultant would work with a to-be-formed Air Quality Advisory Committee (AQAC) and the joint staff work group to accomplish the following tasks: 1) Inventory GHG emissions during the selected base year (2000); 2) Forecast emissions over a selected planning period, up to the target year of 2025; 3) Develop an Emissions Reduction Target; 4) Identify actions that local governments, business, industry and the community could take to reduce GHG emissions through 2025; and 5) Develop a GHG Emissions Reduction Action Plan from the above As shown in the attached scope of work, 4-5 meetings of the AQAC would be held at points in the process - to receive the results of the inventory and forecasts, develop a reduction target and create the action plan, The AQAC would include 13 members including one Commissioner, one energy industry appointment and two at-large appointments by the County. One ex-officio representative from the Town of Hillsborough would be invited to participate. Appointments to the AQAC would occur in October as data is being collected. ERCD would serve as the project coordinator from an administrative standpoint, The MoA specifies the financial participation by the parties, as listed above. To start the process, the County would need to approve the MoA and contract and authorize the solicitation of persons to serve in the at-large capacities (the Towns would do likewise far their positions). One County Commissioner is requested to be part of the AQAC, FINANCIAL IMPACT: The total cost of the project, as per the proposed contract with IES, is $45,000, A grant in the amount of $14,100 has been awarded for transportation-related costs from the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization (DCHC MPO). The cost-share for the remainder of the project is based on proportional population (2000 Census). The County's share of the cost (44.6%) would be $13,781. This funding exists and was included in the FY 2004-05 budget for ERCD and has been rolled forward into FY 2005-06, The remaining costs would be ERCD staff time to administer the project, RECOMMENDATION(S): The Manager recommends that the Board 1. Adopt the Memorandum of Agreement as approved by the towns of Carrboro and Chapel Hill and discussed on August 29th, subject to final review by the County Attorney, 2, Authorize the County Manager to execute the contract for services with IES of Toronto, subject to final review by the County Attorney, with the project to commence with data gathering on September 26, 2005, 3. Accept the grant in the amount of $14,100 from the DCHC MPO, and 4. Solicit appointment of Orange County members to the Air Quality Advisory Committee (including one County Commissioner), to be appointed at a subsequent meeting. STATE OF NORTH CAROLINA COUNTY OF ORANGE MEMORANDUM OF AGREEMENT TOWN OF CHAPEL HILL, TOWN OF CARRBORO AND THE COUNTY OF ORANGE GREENHOUSE GAS EMISSIONS REDUCTION PROJECT THIS AGREEMENT, made and entered into between the Town of Chapel Hill, North Cazolina, a North Cazolina municipal corporation, 405 Martin Luther King Jr. Blvd,, Chapel Hill, NC 27514 (hereinafter referred to as "Chapel Hill"), the Town of Caxrboro, a North Carolina municipal corporation, 301 West Main Street, Cazrboro NC 27510 (hereinafter referred to as "Cazrboro"); and the County of Orange, a North Carolina municipal corporation, 200 South Cameron Street, Hillsborough, North Carolina 27278 (hereinafter referred to as "County"), for a joint project far the inventory and reduction of greenhouse gas (GHG) emissions: WITNESSETH WHEREAS, the parties to this agreement are public bodies, politic and corporate, under the laws of the State of North Carolina; and WHEREAS, the parties are vested with the power and authority to undertake ,joint projects for the health safety and general welfare of the citizens; and WHEREAS, Cazrboro, Chapel Hill, and the County are all members of the International Council of Local Environmental Initiatives (ICLEI) and the Cities (Counties) for Climate Protection (C_CP) program; and WHEREAS, as members of ICLEI and CCP, the County, Cazrboro, and Chapel Hill are all required to conduct an inventory and action plan for reducing GHG emissions, which aze a contributor to diminished air quality and ground level ozone; and WHEREAS, Chapel Hill, Carrboro, and the County recognize the mutual benefits and economies that would be received by developing a joint Countywide plan; and WHEREAS, the County agrees to accept the financial share of cost of municipalities in the County that are not members of ICLEI or parties to this agreement: NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, the pazties agree as follows: 4 1. .Jointly undertake a Greenhouse Gas Emissions Inventory and Reduction Local Action Plan for the entirety of Orange County, as shown in the scope of work provided as Schedule A, at a projected total cost of $45,000. 2. That Orange County, through the County's Environment and Resource Conservation Depaztment (ERGO), shall serve as the coordinating jurisdiction for administration of the project. Upon execution of this Memorandum of Agreement, Orange County shall manage the contract and approval payments thereto, and will invoice the Towns of Cazrboro and Chapel Hill for their portions of the project costs as shown in item 4 below, consistent with the payment schedule in the contract between ICLEI Energy Services and Orange County referenced in item 5 below. 3. Accept a grant in the amount of $14,100 (or 80% of the transportation-related project costs) from the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization towards this project. 4. Share the local government percentage of the cost of said project via apreviously-used method for joint projects based on the 2000 Census, as follows: • Orange County 44.6% (projjected shaze, $13,781) • Chapel Hill 41..2% (projected shaze, $12,731) • Cazrboro 14.2% (projected share, $4,388) In the event that project costs are estimated to exceed $45,000, the elected boards of each,jurisdiction shall consider a revised project budget. 5. That the Project Deliverables and Timetable of Activities shall be as shown in the attached Schedule A, "Scope of Work for Greenhouse Gas Emissions Inventory Reduction and Local Action Plan" and in the contractual agreement to be finalized between ICLEI Energy Services and Orange County, NC. 6. That staff from the Planning Departments of the Town of Cazrboro, Town of Chapel Hill, and Orange County shall work with Orange County ERCD staff to implement the project as a .Joint Staff Committee, which may also include staff from the Durham-Chapel Hill- Cazrboro Metropolitan Planning Organization, the University of North Cazolina, and the Orange County Solid Waste Department. Orange County ERCD will work with the consultants on the creation of agenda materials, mailings and other administrative duties, in coordination with staff from the Towns. 7. Consistent with the Scope of Work and contract, an Air Quality Advisory Committee (AQAC) will be formed to work with the consultant and staff on the project. This Advisory Committee of 13 members shall include representatives of air quality stakeholder groups as follows: B• 1 elected official from each of the parties to this agreement (the Carrboro Board of Aldermen, the Chapel Hill Town Council, and the Orange County Board of Commissioners; .3 total)) • 2 at-large appointments, made by the elected body of each jurisdiction as listed above (6 total) • .3 representatives of the energy industry, 1 appointed by each of the parties to this agreement (the Carrboro Board of Aldermen, the Chapel Hill Town Council, and the Orange County Boazd of Commissioners; 3 total)) •3 1 representative appointed by the University of North Cazolina at Chapel Hill (1 total) In addition, the Town of Hillsborough would be invited to make 1 ex-officio appointment to the Advisory Committee, to be appointed from the Town Board of Commissioners, AMENDMENTS: This agreement may be amended by mutual written agreement of Chapel Hill, Carrboro and the County, 9. TERMINATION: Any party to this agreement may terminate its involvement by sending written notification to the other parties at least sixty (60) days prior to withdrawal from the project.. Funding shares as outlined above azennn-refundable upon execution of this agreement. The remaining parties to the agreement may continue to pursue the project as defined herein. 10. TERM: This agreement shall exist and continue for a period of two (2) years, beginning July 1, 2005 and ending .June 30, 2007. 11. GOVERNMENTAL APPROVALS: Nothing in this Agreement shall be construed as waiving, modifying or granting any local government permits or approvals which may be necessazy for the implementation ofproject findings, 12. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement of the parties hereto. IN WITNESS WHEREOF, the parties to this Agreement have duly and validly approved it and caused it to be executed in their behalf by the undersigned agents.. This, the --- day of , 2005. TOWN OF CARRBORO Michael Nelson, Mayor Attest: Town Clerk Approved as to form and authorization: Town Attorney TOWN OF CHAPEL HILL Kevin Foy, Mayor Attest: Town Clerk Approved as to form and authorization: Town Attorney COUNTY OF ORANGE Moses Carey, .Tr. ,Chair Orange County Commissioners Attest: Donna Baker, Clerk to the Board Approved as to Form and authorization: County Attonrey This Agreement has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Orange County Finance Director Town of Carrboro Finance Director Town of Chapel Hill Finance Director SCHEDULE A Scope of Work for Greenhouse Gas Emissions Reduction Inventory and Action Plan June, 2005 1.1 Project Approach The proposed approached for the completion of a,joint Greenhouse Gas (GHG) Emissions Inventory and Reduction Local Action Plan for Caaboro, Chapel Hill and Orange County will fall into six phases. Each phase is described in detail below. Phase 1-Project Start-Up Key staff from each local governmental entity will be brought together to form the Joint Staff Committee These staff will be key data providers for the inventory and measures quantification. The Joint Staff Committee representatives would be augmented with persons engaged in residential, commercial and industrial energy consumption, transportation patterns and waste disposal, i.e. public utilities, grassroots organisations, and public transit. Additionally, an Air Quality Advisory Committee will be formed with representatives from local elected boards, the University of North Carolina and other representatives of the energy and utility field. Once the Joint Staff Committee is established, preliminary data collection with begin. Upon establishment of the AQAC, a kick-off meeting will be held to review and confirm the project details and continue the data collection phase of the project. IES may work with the .Joint Staff Committee to hold forums to reach a broader range of staff and representatives from institutional, commercial and industrial energy consumption to enhance and augment the data collection. Phase 2 - Iaveatory Data Collectiou IES will work with members of the .Joint Staff Committee to collect GHG inventory data for the baseline year 2000 and the target year 2025. The inventory will be based on energy consumption and solid waste generation for the following community and local governmentsectors: Community Local Government Residential Buildings Commercial Vehicle Fleets Industrial Streetlights Transportation Water & Sewage Operations Waste Waste (from local government operations) 9 IES will follow the internationally recognised methods for collecting data, calculating GHG emissions, and projecting future GHG emissions outlined in the CCP Protocol. If pieces of data aze unavailable, IES will use established methods of data simulation to ensure the project is not delayed,. At this point in the project the AQAC will receive an interim report outlining the GHG inventory and forecasting results and analysis. A period of at least :30 days will be allotted to provide participants time to review this interim report. All transportation-related tasks and components will be reported separately to satisfy the requirements of the Durham- Chapel Hill-Cazrboro Metropolitan Planning Organization funding. P/case 3 - Detera:ine and Quantify Historic and Existing Measures This phase of the project will involve reviewing the historic and existing GHG reduction measures the local goverrunents have already put in place.. Information about each of the projects (i.e. municipal building retrofit or community home audits) will be gathered and compiled by IES via the Joint Staff Committee members. With this information, IES will utilize the CCP sofhvare and Protocol to quantify the GHG reduction impact of the measures. Once the review is complete IES will report the findings back to the Joint Staff Committee and AQAC members.. Again, transportation-related reports will be tracked separately to satisfy funding requirements. Please 4 -Identify Potential New Measures Phase four of the project will identify potential new measures to be included in the Local Action Plan. The inventory and forecast completed in phase two will provide a basis from which to identify target GHG emission reduction areas/sectors. Additionally, the analysis ofhistoric and current measures will reveal the GHG emission reductions accrued in each azea/sector. With this information at hand, the AQAC (and Joint Staff Committee) will be gathered to brainstorm a list of potential new measures (or expansion of current measures) that could be implemented to help reduce GHG emissions. IES will feed this process by providing information about best practices within the ICLEI and CCP network, IES will then take this list of potential new measures (including strategies outlined in the 2025 LRTP) and determine the potential GHG reductions, energy savings and cost savings of each measure utilising the CCP Software and Protocol (transportation measures will be reported independently). Please 5 - Identify a CHG Eseissiou Target The previous phases will lead to the development of recommended GHG emission reduction targets for both the community and local government operations, The historic, current and potential future measures will be analysed and compiled to create future GHG emission scenarios based on differing levels of investment on behalf of the local governments. For instance, conservative and optimistic scenazios could be created to illustrate the level of future GHG emissions given different packages of potential measures. The scenazio definitions and composition will be agreed upon by the AQAC. f0 By comparing the scenarios against the baseline inventory and Business as Usual (BAU) Forecast completed in phase 2, future GHG emissions targets can be established. At this stage in the project the AQAC Groups can consider the results of the measures quantification process and agree upon a recommended GHG emissions target. [NEED TO WORK IN SOMETHING ON THE CRED PRO.IECT IN CHAPEL HILL (60% target reduction by 2050) Phase 6 - Forrnalate and Approve Local Action Plan The last phase in the project will entail drafting and finalising the Local Action Plan, The report will be drafted by IES and then circulated to the AQAC for comment within a specified timeframe, The AQAC will be presented with the Draft Report by IES. Comments will then be incorporated into the report and a final report will be produced. Should the report require approval by other staff, it will occur at this phase. The Final Report will be presented to the AQAC, the Transportation Advisory Committee of the DCHC MPO and the governing boazds of Cazrboro, Chapel Hill and Orange Country for adoption.. The local governments will be provided with multiple copies of the final report as well as .pdf versions and copies of the CCP GHG software files. 11 1.2 Potential Interaction Points The following table presents the eight possible interaction points with the Air Quality Advisory Group. The second column in the table indicates which local meeting will be used to address the subject area, and the final column elaborates on how the subject area will be addressed in preparation for the local meetings. A fifth meeting of the AQAC may use teleconferencing with IES, as needed. Table 1 -Potential Interaction Points with Air Quality Advisory Group ~ ~ ~ ~~ ~ Kick-off meeting Local meeting 1 Email and telephone will be used to prepare for the meeting and brief participants of the action items ffiey can expect at the fast local meeting. This will ensure that the fast local meeting addresses not only preliminary introductions to the process, but also prepares members for the steps-ahead and ex lains data collection erformed to date. Report on data Local meeting 2 Data will be collected via email, telephone, fax and mail. Conference calls will be used on an as-need basis to report on data and make decisions as a group. The second local meeting will be used to re ort on the data analysis. Report on forecasts Local meeting 2 Forecasting data will be collected via email, telephone, fax and mail.. Conference calls will be used on an as-need basis to report on forecasting data and make decisions as a group. The second local meeting will be used to report on the forecasting data analysis. Report on measures to reduce Local meeting 3 Measwes inforn~ation will be collected via email, emissions /Identify GHG telephone, fax and mail. Conference calls will be Target used on an as-need basis to report on data and make decisions as a group. The third local meeting will be used to re ort on the measures analysis. Presentation of draft report Local meeting 3 Each of the group members will be asked to review and comment on the draft report before the 3rd local meeting (via phone, email or conference call as necessary). Tlus will ensure the thud local meeting focus' on major issues and considerations. Presentation of final drag Local meeting 4 We will attempt to coordinate the presentation of report to Advisory Group the final draft reports to the Advisory Group, MPO and elected boards during the same trip to make the most effective use of time and money. Presentation of final draft Local meeting 4 We will attempt to coordinate the presentation of report to MPO the final draft reports to the Advisory Group, MPO and elected boards during the same trip to make the most effective use of time and money. Presentation of final draft Local meeting 4 We will attempt to coordinate the presentation of report to elected boards the final draft reports to the Advisory Group, MPO and elected boards during the same trip to make the most effective use of time and money. 12 1.3 Proposed Timeline The table below presents the proposed timeline for the project. It is anticipated that the project will run over afour-month timeframe, with ,July as the updated start month. IES will review the timeline with the project participants during the Project Start-Up phase and will update it as needed. ASK IES TO REVISE THE FOLLOWING TIMETABLE BASED ON OUR SUGGESTED CHANGES AND THEIl2 REVIEW OF THESE IDEAS Table 2 -Proposed Timeline Project Start-U ~ ~ ~• Select team Assi n ro'ect duties Pro'ect launch meetin Formation of Air Quality Adviso Grou Meetin with ke data roviders Establish ro'ect team list serve Data & Information Gatherin Pre are letter of authorization Obtain communi inventory & documentation Collect 2000 communi inventor data & info Collect 2000 co orate inventory data & info Collect historic measures data & info. Simulation of unavailable data Re ort to Adviso Grou on data & info Receive & Vet Data Information Trans ose a er records Cate orize & cumulate data Confum & clarif data Enter data into ICLEI software Identif & Model Future Measures Examine otential to ex and historic measures Identi best radices tluou h ICLEI network Exam le ublic awareness o ortunities Brainstormin session with Adviso Grou Model Reduction Tar et Create scenarios based on measures Report to Advisory, Group potential measures & reductions Re ort Pre aration Write draft Submit draft to Advisory Group, comminees, ovemin boards for comments Obtain comments from reviewers Revise draft into final Pro'ec[ Com lotion Present draft final re ort to Advisor Grou Present draft final report to Transportation Advisor Committee Present draft final re ort to ovemin boards Submit final re ort. 1.3 This Agreement made in triplicate this _ day of 2005 BETWEEN: ICLEI ENERGY SERVICES OPERATING AS INTERNATIONAL COUNCIL FOR LOCAL ENVIRONMENTAL INITIATIVES Hereinafter referred to as the "Contractor" -and- THE ORANGE COUNTY A political subdivision of the State of North Carolina, USA, hereinafter referred to as the "County" WHEREAS the County, acting on behalf of the County and the Towns of Chapel Hill (NC) and Carrboro (NC) (hereinafter referred to as "Towns") sought a proposal for a Countywide Greenhouse Gas Emissions Inventory and Reduction Local Action Plan; AND WHEREAS the County and Towns accepted the proposal from ICLEI Energy Services including a list of Deliverables, for the Countywide Greenhouse Gas Emissions Inventory and Action Plan, attached hereto as Schedule "A" (the Proposal") as revised, subject to a contract being entered into between the parties hereto; AND WHEREAS the County and the Contractor have agreed that the Contractor will provide services to the County in accordance with the terms and conditions of this agreement; NOW THEREFORE, that in consideration of the covenants contained herein, the County and the Contractor mutually agree as follows; 1. The Contractor shall collect and analyze data for compilation of the Countywide Greenhouse Gas Emissions Inventory and Action Plan in a diligent, timely and professional manner using qualified staff, in accordance with the Contractor's Proposal and List of Deliverables (all of which are attached as Schedule "A" herewith and the parties agree are incorporated into and form part of the terms and conditions of this Agreement). 2, The County (and other parties as per a Memorandum of Agreement with the Towns shall pay the Contractor an amount of Forty Thousand Dollars ($40,000,00) in accordance with those payment terms set out in the Contractor's Proposal, with a maximum amount of Forty-Five Thousand Dollars ($45,000) with the additional $5,000 for travel-related expenses as needed and agreed to by the parties; provided that the estimated cost to complete the services as set out in the Proposal shall be the maximum amount that the County shall be obliged to pay the Contractor unless otherwise agreed to in writing between the parties. 14 3, This contract shall commence immediately and this project shall be completed within the timeline identified in the proposal unless an extension of time is agreed upon by both parties. 4. The Contractor shall provide the services independently and shall not be deemed to be an employee of the County for any purpose, 5. Unless otherwise provided in this Agreement, the Contractor shall not subcontract or permit the subcontracting of any portion of the services to any other individuals, firms or corporations at any time without the prior written consent of the County, and any purported assignment made without that consent is void and of no effect. 6, Any notice request, demand, consent, approval, correspondence, report or other communication required pursuant to or permitted under this Agreement must be in writing and must be given by personal delivery or first-class mail with postage or charges prepaid. Additional copies may be transmitted by fax, email or other electronic medium that provide a hard copy, The correspondence should be addressed to the party to whom it is intended at its address as set cut below: To the County: Orange County ERCD ATTN: David Stancil P.O, Box 8181 306-A Revere Rd. Hillsborough, NC 27278 dstancil@co.orange.nc.us FAX: (919) 644-3351 To the Contractor: ICLEI Energy Services, International Council for Local Environmental Initiatives ATTN: Megan Jamieson City Hall, West Tower, 16~' Floor 100 Queen Street West Toronto, Ontario miamieson(c~iclei.orq FAX: (416) 392-1478 Any such native shall be deemed to be received, if personally delivered or sent by fax, email or other electronic medium, an the day it is sent and if such notice is sent by first class mail it shall be deemed to have been received an the date that is five (5) days after the date of mailing, 7. No assignment of the Agreement shall relieve the Contractor from any obligation under the Agreement or impose any liability upon the County, unless otherwise agreed to in writing by the County. is 8, A Payment Schedule and List of Deliverables for the project is attached and incorporated as Schedule "B" to this Agreement, which sets forth the anticipated dates when payment may be requested by the Contractor, and the dates when the Contractor is expected to deliver specified deliverables to the County as part of Contractor's services under this Agreement. 9, The County shall; a, designate in writing a representative to have authority to transmit instructions to and receive information from the Contractor, b. Immediately, or as soon as possible, notify the Contractor whenever the County, or the County's representative, becomes aware of any defect or deficiency in the performance by the Contractor of its obligations under this agreement, 10, No amendment to this Agreement shall be binding unless it is incorporated into the Agreement by written amendment executed by the authorized representatives of the County and of the Contractor, 11.The Contractor shall carry out the work in a diligent and efficient manner; ensure the work is of proper quality, material and workmanship; is in full conformity with the specifications and drawings; and meets all other requirements of the Contract. 12,The work and any and all parts thereof shall be subject to inspection, Services provided shall be to the satisfaction and acceptance of the County which acceptance may not be unreasonably withheld or delayed. 13, The Contractor shall comply with all laws applicable to the performance of the services. 14, The Agreement shall not be assigned, in whole or in part, by the Contractor without the prior consent in writing of the County, and any purported assignment made without that consent is void and of no effect, 15. No assignment of the Agreement shall relieve the Contractor from any obligation under the Agreement or impose any liability upon the County, unless otherwise agreed to in writing by the County. 16, The Contractor agrees to take cut and maintain for the term of this Agreement comprehensive general liability insurance with minimum limits of $2,000,000 per occurrence combined single limit for bodily injury, liability and property damage liability; Professional Errors and Omissions Liability coverage with minimum limits of $1,000,000 per claim and $1,000,000 aggregate; and Workers Compensation coverage to apply for all employees of Contractor for statutory limits in compliance with State and federal laws, with the policy to include employers' 1G liability with minimum limits of $100,000 per accident, $100,000 bodily injury by disease for each employee and $500,000 policy limit for bodily injury by disease. The County is to be included as an additional insured on Contractor's comprehensive general liability insurance policy. 17.The Contractor shall indemnify and save the County harmless from and against all claims, losses, damages, casts, expenses and other actions caused by or attributed to any willful or negligent act, omission or delay on the part of the Contractor or its employees, sub-Contractor or agents, related in any way to the services provided by the Contractor pursuant to this Agreement, and this provision shall survive the termination of this Agreement. 18. The Contractor shall comply with all applicable federal, state and local laws, regulations and policies prohibiting discrimination. 19. The Contractor must ensure that its trained and work safely and are in standards established for the industry, employees are properly instn~cted and full compliance with applicable safety 20.Any condoning, excusing or overlooking by the County of any default, breach or non-observance by the Contractor of any covenant, proviso or condition herein contained does not operate as a waiver of the County's rights hereunder in respect of subsequent defaults, breaches or non-observances and does not defeat or affect in any way the rights of the County herein with respect to any subsequent defaults or breaches. 21. Notwithstanding anything contained in this Agreement to the contrary; the County may, at any time prior to the completion of the services, terminate this Agreement with or without cause by giving thirty (30) days written notice to the Contractor, Upon a termination notice being given, the Contractor shall immediately cease services in accordance with and to the extent specified in the notice. 22, In the event of a termination notice being given by the County in accordance with this Agreement, the Contractor shall be entitled to be paid, the extent that costs have been reasonably and properly incurred for the purposed of performing the services and for which the Contractor has not already been so paid or reimbursed by the County, 23.The Contractor shall have no claim for damages, compensation, loss of profit, allowance or otherwise by reason of, or directly or indirectly arising out of, any action taken or termination notice given by the County, except to the extent that this Agreement expressly provides, 24,A11 of the Contractor representations and warranties set out in this Agreement and the Proposal as well as the provisions concerning indemnity against third party claims, shall survive the expiry of this Agreement or the termination of the 17 Agreement for default, for convenience or by mutual consent, as shall any other provision of the Agreement which, by nature of the right or obligations set out therein, might reasonably be expected to be intended to so survive. 25. The Agreement constitutes the entire and sole Agreement between the parties with respect to the subject matter of the Agreement and supersedes all previous negotiations, communications and other agreements, whether written or oral, relating to it, unless they are incorporated by reference in the Agreement. There are no terms, covenants, representations, statements or conditions binding on the parties other than those contained in the Agreement and the exhibits thereto. 26,This Agreement shall be construed as governed in accordance with the laws of the State of North Carolina, 27,This Agreement shall be binding upon and ensure to the benefit of the parties and their respective successors and assigns. 18 IN WITNESS WHEREOF the parties hereto have hereunto set their hands and affixed their seals under the hands of their duly authorized signing officers in that behalf. SIGNED, SEALED & DELIVERED FOR ORANGE COUNTY: Moses Carey, Chairperson Orange County Board of Commissioners ATTEST: Clerk to the Board FOR CONTRACTOR: ICLEI ENERGY SERVICES OPERATING AS INTERNATIONAL COUNCIL FOR LOCAL ENVIRONMENTAL INITATIVES This instrument has been preaudited in the manner required by the Local Government Budge and Fiscal Control Act. Orange County Finance Director.