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HomeMy WebLinkAbout2021-234-E-Human Rights-SAS Institute, Inc Data for Good license DocuSign Envelope ID:705DE9D0-54CD-4C5D-80DD-CAA8BB17C2FE DATA LICENSE AGREEMENT This Data License Agreement("Agreement")is made and entered into as of the last dated signature below("Effective Date"), by and between SAS Institute Inc., 100 SAS Campus Drive, Cary, NC 27513 ("SAS"), and Orange County Po. Box 8181 Hillsborough,NC27278 ("Licensor"). WHEREAS, Licensor collects and maintains certain data as further described in Section 2 below("Licensor Data");and, WHEREAS, SAS develops and licenses computer software solutions in the area of business analytics("SAS Software");and WHEREAS, SAS promotes use of the SAS Software to academic customers through various activities and courses (the "Educational Activities");and WHEREAS, SAS maintains the GatherlQ product,a project using data for soliciting and collecting insights and data analyses from volunteer users(the"Project");and WHEREAS, Licensor has agreed to license the Licensor Data to SAS for use in connection with SAS' activities related to the SAS Software, the Educational Activities, and the Project. NOW, THEREFORE, for and in consideration of the terms and conditions hereinafter set forth and other good and valuable consideration,the receipt and legal sufficiencyof which is hereby expressly acknowledged,the parties ag ree as follows: 1. Recitals. Theabove recitals are incorporated herein by reference. 2. Description of Licensor Data. The following Licensor Data is covered by this Agreement: Publically available data relating to wage inequality and/or ed ucation and emp loyment d ata provided by Orange County. 3. License Grants. 3.1 Subject to the terms and conditions of this Agreement, Licensorhereby grantsto SAS and SAS subsidiaries the following: (a) A limited licenseto installand use the Licensor Data on serversand other computer hardware at SAS facilitiesfor the purposes of analyzing the Licensor Data with the SAS Software and evaluating the insights and additional analyses submitted by the volunteer users to create reports and feedback for Licensor(the"Analysis"). (b) A non-exclusive,worldwide,royalty-free license to display,perform,store and distribute the Licensor Data for the purpose of making the Analysis accessible to volunteer users for further analysis,and providing the services n ecessary to sup po rt th e Project. (c) A non-exclusive, non-transferable, worldwide, royalty-free license to use and publicly display the Licensor Data in conjunction with the SAS Software and Educational Activities for marketing of the Project and demonstration of the Project including,by way of example, blog posts. (d) A non-exclusive, non-transferable, worldwide, royalty-free license to use, publicly display and license for use and public display the Licensor Data forthe purposes of providing training,technical supportand access to the Licensor Data for academic customers participating in the Educational Activities. SAS agrees to use the Licensor Data only as permitted and authorized under this Agreement, but not for any other purpose.For avo idan ce of doubt,the rights granted in this Section 3.1 do n of i nclud e th a rig ht to d istribute th e Licensor Data with the SAS Software to third parties forproduction use. 3.2 SAS grants Licensora nonexclusive,nontransferable,non-assignable,royalty-free licenseto use, copy,publicly display,make derivative works of and publish the Analysis provided that any public use by Licensorincludesa mutually agreed upon attribution to SAS. 3.3 Except as expressly provided herein, nothing in this Agreement shall be construed as a grant to either party of any ownership or other interest in any copyrights, patents, trademarks, know-how, inventions,trade secrets and registrations and applications for th a registration thereof("Intellectual Property")of th e other. No joint development of Intellectual Property is contemplated by th e present Agreement. DocuSign Envelope ID:705DE9D0-54CD-4C5D-80DD-CAA8BB17C2FE 4. Use of other Licensor Content. Subject to the terms and conditions of this Agreement, Licensor hereby grants to SAS and SAS subsidiaries a non-exclusive,royalty-free I icense to display the Licensor logo an d other Licen so rco ntent supplied byLicensorto SAS during theterm of this Agreement, including byway of example Licensorowned photos, images, videos and text (the "Licensor Content"). SAS agrees to use the Licensor Content only as permitted and authorized under this Agreement as necessary to support the GatherlQ webpage(s)dedicated to Licensor within the Projectand othermarketing and promotional materials concerningthe Project. 5. GatherlQ Trademark License. Subject to the terms of this Agreement, SAS grants Licensora limited use licenseto the GatherlQTM trademark(the "Trademark")and GatherlQ Logo (the"Logo")as shown on the attached Exhibit A (collectively the"Marks") in accordance with the usage requirements contained herein solely for the purpose of promoting the GatherlQ project as outlined in this Agreement. Licensor's use of the Marks provided herewith constitutes Licensor's acceptance of the terms and conditions of the license granted herein. In the event of a difference between the Marks requested and the Marks provided,the license granted herein is only forthe Marks provided. All logos, service marks,trademarks and registered trademarks under which SAS markets or promotes its various products and services are,and shall remain,the exclusive property of SAS. Licensor's sole authorityto use the Marks is derived from the license granted herein,and nothing in this License shall give Licensor any right,title or interest in the Marks other than the rightto use the Marks in accordance with such license. Licensor agrees notto,at anytime, directly or indirectly,assert any claim to any goodwill,reputation or ownership thereof by virtue of Licensor's licensed use thereof,nor to contest or deny,nor assist any other entity in contesting or denying,the validity of the Marks or SAS' ownership of the Marks. Licensor will not in anyway interfere,or assist any other entity in interfering,with SAS'use or registration thereof. Licensor agrees that Licensor will not do any actor cause anything to be done in derogation of any of SAS' rights in connection with the Marks and that Licensor will not use the Marks except in accordance with the I i cen se g ran ted herein. All use of the Marks by Licensorshall inure to th e ben efit of SAS. Licensor may not assign Licensor's ri g h ts o r d el egate Licensor's duties under the license granted herein without the prior written consent of SAS. The Marks shall not be used in any way that (a) will demean SAS, the Marks, or the respective individual trademarks and service marks of SAS, or(b) mightjeopardize or dilute SAS' proprietary interests in the Marks or the respective individual trademarks and service marks of SAS. The Marks shall only be used in connection with high qualityservicesand goods,so as not to impairthe prestige and reputation for quality nowand heretofore associated with SAS and its respective individual trademarks and service marks. Licensor must never create the impression thatthe person or company using the Marks isemployedbySAS orthatanySAS name and/or logo belong to any person or company other than SAS. Upon requestfrom SAS, Licensor shall submit samples of all uses of the Marks for SAS' review and approval. Inthe event SAS determines, in its sole discretion,that any use of the Marks by Licensor is detrimental to the interests of SAS, Licensorshall immediately terminate such use. 6. Termination. Either party may terminate this Agreement upon written notice to the other party. Upon termination, SAS shall destroy the Licensor Data and any copies thereof within SAS' control. Notwithstanding the foregoing, termination of th is Ag reement wil I n of termi nate or otherwise affect the rights of any SAS customer to use the Licensor Data that it received prior to the effective date of termination. Provisions which are by their nature continuing shall survive termination of this Agreement. 7. Representations and Warranties by Licensor 7.1 Licensor represents and warrants that itwill remove all Personal Information priorto providing the Licensor Data to SAS. Personal Information means any information that identifies or can be used to identify,contact, or locate the person to whom such information pertains, or from which identification orcontact information of an individual person can be derived,and includes but is not limited to Protected Health Information as defined in as defined in 45 C.F.R. §160.103.Aggregated or anonymous data shall not be regarded as Personal Information so long as it cannot be converted to information that can identify a person. Protected Health information that has been de-identified in accordancewith 45C.F.R. §164.514(b) shall notbe regarded as Personal Information hereunder providedthatitdoes nototherwise identify an individual and with respectto which there is no reasonable basis to believethatthe information can be used to identify an individual. 7.2 Licensor represents and warrants that it has the right to license the Licensor Data to SAS and that the use of the Licensor Data as contemplated herein shall notviolateany laws,agreements or other obligations. 8. Disclaimer of Warranties and Limitation of Liability by Licensor. EXCEPT AS PROVIDED IN SECTION 7, LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH DocuSign Envelope ID:705DE9D0-54CD-4C5D-80DD-CAA8BB17C2FE RESPECT TO THE MERCHANTABILITY, FITNESS, CONDITION, USE OR APPROPRIATENESS FOR ANY PURPOSES OF THE DATA FURNISHED UNDER THIS AGREEMENT, OR ANY OTHER MATTER, AND ALL SUCH DATA IS SUPPLIED ON AN "AS IS" BASIS. Except as provided in Section 10(Indemnification),Licensorshall not be liable for any special, consequential or punitive damages (even if SAS has been advised of the possibility of such damages),o r fo r other causes beyond its reasonable control. 9. Limitation of Liability by SAS. In no event shall SAS be liable for any direct, indirect, special,consequential or punitive damages (even if SAS has been advised of the possibility of such damages),or for other causes beyond its reasonable control. 10. Indemnification. If a claim is made againstSAS relating to the Licensor Data and such claim is related to a breach by Licensor of the warranties set forth in Section 7,then Licensor shall at all times indemnify,defend and hold SAS harmless from and against any and all losses,claims,lawsuits,proceedings,fines,expenses,recoveries and damages, including reasonable Iegal expenses,costs and attorneys'fees,arising out of such claim. 11. General Terms 11.1 The parties enterinto thisAgreementas independent contractors and nothing contained herein willbeconstrued to create a partnership,joint venture,agency,or employment relationship between the parties. 11.2 The laws of the state of North Carolina,without regard to choice of law provisions,shall govern this Agreement. 11.3 The parties acknowledge thatthey have read this Agreement, understand itand agree to be bound by its terms and conditions. This Agreement represents the entire agreement relating to the subject and cannotbe modified exceptby a written agreement signed by an authorized representative of both parties. 11.4 If any part ofthis Agreement is held unenforceable or invalid,the remaining provisions shall continue in full force and effect. 11.5 Only a written agreement signed byauthorized representatives ofboth parties can modify this Agreement. 11.6 This Agreement may be executed in any number of counterparts which,taken together,shall constitute a single agreement. The party signing represents it has the authority to enter into this Agreement. Accepted by: Licensor: DocuSigned by: SAS Instlt e I D�cuSigned by: By �-�..�� �� By Authorized Moore Auth o rizedW111JURIM Name (typeStLZ[ar#ntattorney Name (typeorprint) Sr. VP and Gen. Counsel Title 5/10/2021 Title On On 5/10/2021 Date Date SAS Institute Inc.product or service names are registered trademarks or trademarks of SAS Institute Inc.in the USA and other countries.®indicates USA registration.Other brand and product names are trademarks of their respective companies. DocuSign Envelope ID:705DE9D0-54CD-4C5D-80DD-CAA8BB17C2FE ExhibitA III I I GatherlQ,. Permission to use the Marks beyond the limited uses identified in this Agreement must be obtained in writing from SAS. If the package Licensor receives from SAS includes a printed sheet of the Marks, it may be used as camera- ready art. If Licensor's package is electronic, it contains PostScript(EPS),TIFF, or GIF files to be incorporated in an electronic file as needed. Follow these guidelines when using the Marks: • Licensor may not remove any trademark symbols from the Marks. • The Tagline must always be used in conjunction with the Logo. • All goods on which Licensor use the Marks or any other SAS trademark, must, whenever reasonable, bear the following statement identifying the ownership of the respective marks: SAS and all other SAS Institute Inc.product or service names are registered trademarks or trademarks of SAS Institute Inc. in the USA and other countries. ®indicates USA registration. For print work, the official SAS Institute Inc. corporate identity colors are midnight blue to match PMS(Pantone Matching System)#7463. The 4-color mix to match PMS#7463 is 100 cyan, 78 magenta, 45 yellow and 42 black. The RGB version of this color is 4R 48G 75B.This blue is used as the darker blue for the speech bubble that is farthest back and the GatherlQ name. Also,the middle speech bubble is PMS#7461. The 4-color mix to match PMS#7461 is 100 cyan, 48 magenta,0 yellow and 0 black. The RGB version of this color is OR 116G 190B. The smaller speech bubble in the foreground is PMS#298. The 4-color mix to match PMS#298 is 56 cyan, 10 magenta, 0 yellow and 0 black.The RGB version of this color is 98R 186G 233B. The Logo must be accurately shown in standard proportions and placement,and must NEVER be animated, distorted,superimposed, or outlined. Do not enlarge any of the Logos provided more than 300% and do not reduce the smallest Logos provided (for the electronic Logos,do not resize TIFF or GIF files at all). If Licensor feels there is an exceptional need, Licensor must consult with the SAS Creative Solutions Division. SAS may modify these guidelines from time to time and Licensor will be bound to comply with the revised guidelines immediately upon receipt of the new materials. Any questions regarding these guidelines may be sent to the SAS creative department at sas.brand(@sas.com. DocuSign Envelope ID:705DE9D0-54CD-4C5D-80DD-CAA8BB17C2FE ORANGE COUNTY—CONTRACT CONTROL SHEET Routing Order: (1)Department, (2)IT,(3)Risk Management,(4)Financial Services,(5)Attorney,(6)Manager,(7)Clerk This Document shall accompany all contracts and shall be submitted for signature in the Routing Order specified above. If the Manager determines the contract is not appropriate for Manager approval the Manager shall submit the contract for BOCC approval. Contracts for BOCC approval must be submitted through,and complete,the routing process prior to agenda review. Contracts for legal review should be completed through the legal review process prior to being routed for signature. Department Party/Vendor Name: SAS Institute,Inc Party/Vendor Contact Person: Sara Van Asch Contact Phone: Party/Vendor Address: 100 SAS Campus Drive City Cary State:NC Zip:27513 Department: Human Rights&Relations Amount:TBD Purpose:To establish data analystics for Racial Equity Index Budget Code(s): 10460020-630000 Vendor#N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes❑No® Contract Type: (Check one)New® Renewal❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: Title of Contract: If this is a Grant Agreement,pre-application has been approved by the Board of Commissioners Yes❑No❑. If submitted for bid were bids/RFPs received Yes❑No❑ Bid/RFP number This contract has been reviewed and approved by the Department Director as to technical content: EL. Signed by: Department Director's Signature: 1� Date: 5/10/2021 — IT Director (Applicable only to hardware/software purchases or related services)This contract has been reviewed and approved by the Information Technology Director as to technical content and inform ha4pelegy specifications: �llM Nb 5/10/2021 IT Director's Signature: Date: Risk Management Include the following coverages: ❑ CGL; ❑ Auto; ❑ WC; ❑ Professional; ❑ Property; OR No Insurance Required ❑. Hold Contract pending receipt of Certificate of Insurance ❑. With incorporation of Insurance provisions as shown, this contract is approved by the Risk Manager: DocuSigned"by: P7PnrP017AAnn4Q.R USA, rbVlnt,{fb 5/11/2021 Risk Manager's Signature: Date: Financial Services This Contract is conditioned upon appropriation by the Board of Commissioners Yes❑No❑. A budget amendment is necessary before approval Yes❑No❑. If budget amendment is necessary,please attach to this form. This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Co trot p TLig�9ned by: Lli4E5181ACC1409 � ,� Q. 5/12/2021 Financial Services Director's Signature: . Date: County Attorney Approval by Board ❑ (Contracts $90,000.00 or more for goods or services, $250,000.00 or more for construction, or any BOCC consultant contract). Approval by Manager❑ (Most other contracts$1,000 and above). Department Director approval only❑ (Under $1,000). This contract has been reviewed and approved by th eas)0 legal form and sufficiency: Qk1, koi, Tbso 5/13/2021 Attorney's Signature Date: County Manager This contract has been reviewed and is approved by the County Manager Yes❑No❑. This contract has been reviewed and is for signature by the Chair Yes❑No❑. Manager's Signature: Date: Clerk to the Board Approved by BOCC on the day of 120 Submitted for Chair signature on the day of ,20__ Clerk's Signature: Date: Revised March 2012 DocuSign Envelope ID:705DE9DO-54CD-4C5D-80DD-CAA8BB17C2FE DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 04/02/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this 2 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 4) NAME: Aon Risk Services South, Inc. Atlanta GA Office (A/cC.No.Ext): (866) 283-7122 FAX No.): 800-363-0105 a 3550 Lenox Road NE E-MAIL 0 Suite 1700 ADDRESS: _ Atlanta GA 30326 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: The Charter Oak Fire Insurance Company 25615 SAS Institute Inc. INSURER B: Travelers Property Cas Co of America 25674 100 SAS Campus Drive Attn: Risk & Insurance Management INSURER C: The Phoenix Insurance Company 25623 T-2115 INSURER D: The Travelers Indemnity Co. 25658 Cary NC 27513 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570081266331 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADD SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY B X COMMERCIAL GENERAL LIABILITY GLSA551 P 14 0471 OF 0410112022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 r� M GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 CO POLICY �PE ❑X LOC PRODUCTS-COMP/OP AGG $2,000,000 0 OTHER: ICD CD A CAP 117D7878 04/01/2021 04/01/2022 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $1,OOO,OOO Ea accident X ANYAUTO BODILY INJURY(Per person) 0 Z OWNED SCHEDULED BODILY INJURY(Per accident) N AUTOS ONLY AUTOS HI RED AUTOS NON-OWNED PROPERTY DAMAGE U ONLY AUTOS ONLY Per accident •L B X UMBRELLA LIAB X OCCUR CUP9P529573 04/01/2021 04/01/2022 EACH OCCURRENCE $10,000,000 U EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED RETENTION C WORKERS COMPENSATION AND U13816729342051K 04/01/2021 04/01/2022 X I PER STATUTE I OTH- EMPLOYERS'LIABILITY Y/N (ADS) ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 D OFFICER/MEMBER EXCLUDED? N/A UB8L6729342151R 04/01/2021 04/01/2022 (Mandatory in NH) (AZ, MA, WI) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000-- DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) y An Person or an organization where required by written contract is included as Additional insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance avaialbe to an Additional Insured, but only in accordance with the policy's provisions. A waiver of Subrogation is granted in favor of any person or organization where required by written contract in rJ accordance with the policy provisions of the General Liability, Automobile Liability and workers' Compensation policies. ~ i J CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE �- EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. SAS Institute Inc. AUTHORIZED REPRESENTATIVE 100 SAS Campus Drive Cary NC 27513 USA e>CC�ia clG�fc�sts°�d��Gf� eJ'act �� INN ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD