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HomeMy WebLinkAbout2023-504-E-IT Dept-iTemp-HelpDesk staff augmentationRevised 04/23 1 [Departmental Use Only] TITLE iTemp/HelpDesk FY 24 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of September, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and iTemp, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Computer software professional for HelpDesk staff augmentation for 24 weeks (120 days; 25hrs/wk at $35/hr) per Attachment A. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): HelpDesk staff augmentation at 25 hours per week for 24 weeks (120 days) at a cost of $35.00/hour. 4. Duration of Services a. Term. The term of this Agreement shall be from 20 September 23 to 15 March 24. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 20 September 23. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed twenty-one-thousand and no/100 Dollars ($21,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Sonia Ensenat) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 5 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 6 is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 7 i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Sonia Ensenat iTemp, Inc P.O. Box 8181 1825 Mediterranean Rd W Hillsborough, NC 27278 West Palm Beach, FL 33406 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Alex Averhoff, CEO Printed Name and Title DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 9/14/20239/15/2023 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: iTemp, Inc Vendor Contact Person: Alex Averhoff Phone: 561-420-3382 Address: 1825 Mediterranean Rd, W City West Palm Beach State: FL Zip: 33406 Department: IT Amount: $21,000.00 Purpose: HelpDesk staff augmentation Budget Code(s): 10315020-630000 Vendor # 68086 Vendor Status with NCSOS: Active-Current Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 14 September 23 End Date 15 March 24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prio r to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for D ocusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 9/14/2023 9/14/2023 9/14/2023 9/15/2023 Revised 04/23 10 DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O ITemp, Inc. Agreement for Consulting Services This agreement is made this 14th day of September 2023, between ITemp, Inc., a Florida based corporation, located at 2054 Vista Pkwy #400, West Palm Beach, FL 33411, hereinafter referred to as Contractor is being retained by , with its offices located at , hereinafter referred to as Client, pursuant to t he terms and conditions of this agreement (“Agreement”) as of the later of the dates a party signs below (the “Effective Date”) Contractor agrees to provide to Client a computer software professional to (e.g. “Consultant”) meet previously determined and agreed upon technical requirements. Client agrees to pay Contractor for services of said consultant at the fee schedule shown in ‘Exhibit A’ below. Contractor will invoice Client for Consultant’s fees on a weekly basis and will provide substantiation for all invoice charges. Payment will be due days after the date of Client’s receipt of the invoice. 1.The client consultant/s does not work out or is not an accurate fit for the job after 2 weeks, the Client is not billed for those 2 weeks. If the consultant does work out after the 2-week period, then the Client shall be billed from the first day consultant began project. Any and all hours worked by the Consultants will be billed at the established straight time rate shown on Exhibit A. Contractor will invoice Client for only those hours which have been authorized and approved by Client in writing, as recorded by the Contractor-issued Consultant time sheet. This agreement is intended to cover the named Consultant in Exhibit A: The named Consultant in Exhibit A is subject to / obliged to sign a client-issued Non- Disclosure Agreement. It is understood that Consultant named in Exhibit A: Attachment A DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O Will begin her relationship with Client as a “Consultant” and that there is no Employer/ Employee relationship, implied or otherwise, between the entities, or between Consultant and Client. Contract extensions are at the discretion of Client. Client may hire Consultant after months and conversion fee shall be charged to Client. In the event that Client decides that additional support is needed for this or any other project for which Consultant is deemed qualified, Client agrees that it will notify Contractor of its intent promptly. Client will be responsible for consultant(s) reasonable and documented out-of-pocket transfer expenses when consultant is required by Client to work at a location other than Client’s originally contracted location. Each party to this Agreement (“such party including Contractor and Consultant”) shall hold trust for the other party (“such other party”) and shall not disclose to any other person confidential information of such other party, except as requested or required by law, regulation, legal process or regulatory or self-regulatory authority. Confidential information is information which relates to such other party’s research, development, trade secrets or business affairs or any other non-public, confidential or proprietary information of such party but does not include: (a) information that is or becomes known or available to such party prior to or following disclosure hereunder, provided that the source of such information was not and is not known by the receiving party to be bound by a confidentiality obligation to the disclosing party or its affiliates or representatives with respect to such information; (b) information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by the receiving party in violation of this paragraph; or (c) information which is independently developed by or on behalf of the receiving party without use of, or reference to, the other party’s confidential information. Upon the Client’s written request, all confidential information of the Client shall be destroyed by the Contractor. The confidentiality and limited use provisions hereunder shall survive termination of this agreement and the services contemplated hereby for a period of two (2) years from the date hereof. Neither Contractor nor Contractor’s consultant(s) shall be deemed employees of Client and will be entitled to no employee benefits from Client. Contractor shall take appropriate measures to ensure that its consultant(s) who perform services are adequately covered by Worker’s Compensation Insurance in accordance with applicable law (for contract period). Contractor will comply with all applicable Federal laws, including the Fair Labor Standards Act. Contractor will further comply with all applicable state, county and local laws, ordinances, rules, regulations and codes at no cost to the Client. DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O Client reserves the right to refuse any consultant, including, without limitation, in the event that a Background Check conflicts with Customer's regulatory requirements. In the event of non-payment by the Client of an invoice when due (even when such terminations occur on account of Client’s bankruptcy or insolvency), Contractor may terminate this contract with ten business days’ notice to the Client. Client may terminate the Agreement with a notice of one (1) day to Contractor. Contractor and Client may revise this Agreement upon mutual written consent. Should Contractor breach this Agreement or do anything to jeopardize Client’s standing with a regulator or jeopardize a license issued to Client from a regulator, this contract may be terminated immediately without notice or liability. For the sake of clarity, upon termination of this Agreement, only any hours worked, authorized, and approved through the termination date shall be due by Client following invoice. Confidential Information. (a) Customer understands and acknowledges that Company may, from time to time, disclose “Company Confidential Information” to Customer. .For purposes of this Agreement, the term “Company Confidential Information” shall include but not limited to any nonpublic and/or proprietary information or materials relating to Company’s promotional and/or marketing strategy and activity, Company’s pricing information (including but not limited to rates, and budgets), information about the education, background, experience, and/or skills possessed by Company employees, Company’s service and/or sales concepts, Company’s service and/or sales methodology, Company’s service and/or sales techniques, or any information which Company marks or identifies as “confidential” at the time of disclosure or confirms in writing as confidential within a reasonable time (not to exceed thirty (30) days) after disclosure, so long as such information marked as “confidential” is not considered a work made for hire, as agreed upon and described in Paragraph 5, above. Customer will not disclose Company’s Confidential Information to any third party at any time without the prior written consent of Company and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors, or consultants. Further, Company’s Confidential Information shall include the terms set forth in this Agreement, all of which shall remain the property of Company and shall in no event be transferred, conveyed, or assigned to Customer as a result of the Services provided pursuant to this Agreement. (b) Company acknowledges and agrees that all Customer Confidential Information (as defined below) provided to Company by Customer or the Customer Companies is confidential and proprietary, and it represents a valuable, special, and unique asset of Customer and the Customer Companies that gives Customer and the Customer DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O Companies have an advantage over their actual and potential, current and future competitors. Company further acknowledges and agrees that Company owes Customer and the Customer Companies a fiduciary duty to preserve and protect all Customer Confidential Information from unauthorized disclosure or unauthorized use, that certain Customer Confidential Information constitutes “trade secrets” under applicable laws and, that unauthorized disclosure or unauthorized use of Customer Confidential Information would irreparably injure Customer and the Customer Companies. (c) Both during the term of this Agreement and after the termination of this Agreement for any reason (including wrongful termination), Company shall hold all Customer Confidential Information in strict confidence and shall not use any Customer Confidential Information except for the benefit of Customer and the Customer Companies, in accordance with the duties assigned to Company. Company shall not, at any time (either during or after the term of this Agreement), disclose any Customer Confidential Information to any person or entity (except other members of the Customer Companies who have a need to know the information in connection with the performance of their employment duties), or copy, reproduce, modify, decompile or reverse engineer any Customer Confidential Information, or remove any Customer Confidential Information from Customer or the Customer Companies’ premises, without the prior written consent of the management of Customer, or permit any other person to do so. Company shall take reasonable precautions to protect the physical security of all documents and other material containing Customer Confidential Information (regardless of the medium on which the Confidential Information is stored). This Agreement applies to all Customer Confidential Information, whether now known or later to become known to Company. (d) Upon the termination of Company’s services with the Customer or a Customer Company for any reason, and upon request of Customer or the employing Customer Company at any other time, Company shall promptly surrender and deliver to Customer all documents, files, prototypes, software, models, designs, and any other written material of any nature containing or pertaining to any Customer Confidential Information and shall not retain any such document or other material. Within five (5) days of any such request, Company shall certify to Customer in writing that all such materials have been returned. (e) As used in this Agreement, the term “Customer Confidential Information” shall mean any information or material known to or used by or for Customer and the Customer Companies (whether or not owned or developed by Customer or the Customer Company and whether or not developed by Company) that is not generally known to persons in the energy field. Customer Confidential Information includes, but is not limited to, the following: all trade secrets of Customer and the Customer Companies; all information that Customer or the Customer Companies have marked as confidential or has otherwise described to Company (either in writing or orally) as DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O confidential; all nonpublic information concerning the Customer and Customer Companies products, services, prospective products or services, research, product designs, prices, discounts, costs, marketing plans, marketing techniques, market studies, test data, customers, customer lists and records, suppliers and contracts; all Customer and Customer Companies business records and plans; all Customer and Customer Companies personnel files; all financial information of or concerning Customer and the Customer Companies; all information relating to operating system software, application software, software and system methodology, hardware platforms, technical information, inventions, computer programs and listings, source codes, object codes, copyrights and other intellectual property; prototypes, software, software code, demos, models, proofs of concept, tests, test and proof of concept results, designs all technical specifications; any proprietary information belonging to Customer and the Customer Companies; all computer hardware or software manual; all training or instruction manuals; and all data and all computer system passwords and user codes. Return of Customer Property. All files, communications, records, designs, patents, business plans, financial statements, manuals, memoranda, lists and other property delivered to or compiled by Company by or on behalf of Customer or any Customer Companies or their representatives, vendors or customers which pertain to the business of Customer or any Customer Companies shall be and remain the property of the Customer or Customer Companies, as the case may be, and be subject at all times to their discretion and control. Likewise, all research, design, files, correspondence, models, prototypes, software code, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of the Customer or Customer Companies which is collected by Company shall be delivered promptly to Customer without request by it upon termination of Company’s Services for any reason. Inventions. Company shall disclose promptly to Customer any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Company, solely or jointly with another, during Services, or within three (3) years thereafter if conceived during performance of the Services. Company hereby assigns and agrees to assign all of its interests therein to Customer or its nominee. Whenever requested to do so by Customer, Company shall execute any and all applications, assignments or other instruments that Customer shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect Customer’s interest therein. DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O Trade Secrets. Company agrees that it will not, during or after the term of this Agreement, disclose the specific terms of Customer’s or Customer Companies’ relationships or agreements with their respective significant vendors, customers, managed customers’ clients or employees or any other significant and material trade secret of Customer or Customer Companies, whether in existence or proposed, to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of Customer, nor shall this Agreement grant Company any rights in or to Customer’s Confidential Information, except the limited right to use the Confidential Information in connection with the Services that Company offers to Customer. No Conflicts. Company represents that Company’s compliance with the terms of this Agreement and provision of Services hereunder will not violate any duty which Company may have to any other person or entity (such as a present or former employer), and Company agrees that Company will not do anything in the performance of Services hereunder that would violate any such duty. In addition, Company agrees that, during the term of this Agreement, Company shall promptly notify Customer in writing of any direct competitor of Customer which Company is also performing services. It is understood that in such event, Customer will review whether Company’s activities are consistent with Company remaining as consultant of Customer. Non-solicitation of Employees. Neither Customer nor Company will, either directly or indirectly (except through the other party) solicit to hire or contract with any other party employee during the term of this Agreement and for a one (1) year period following termination thereof (hereafter the “Non-solicitation Term”). For clarity, it is not a breach of this prohibition for either Company or Customer to solicit for employment an individual employed by the other party if such individual responds to a general job announcement or solicitation not directed at such individual or that party’s associates. In the event that a party desires to solicit for hire any of the other party’s employees during the Non-solicitation Term, that party must first seek the other party’s consent to solicit such employee and to speak with the other party’s employee about the employment opportunity. In the event that a party grants the other party the option to directly solicit the employee, and that party’s employee accepts an offer of employment, the parties shall discuss in good faith issues related to the employee’s transition. The employee’s start date will be mutually agreed upon by the parties in writing. Provided the parties agree to the employee’s transition terms, the hiring party shall pay the other party a placement fee of no more than 20% of offered salary prior to the employee commencing work as an employee. This provision is considered a material term that allows for accelerated termination rights under paragraph 14 of this Agreement. DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O No modifications or amendment to this agreement and no waiver of any provisions shall be valid unless made in writing and signed by duly authorized representatives of the parties. Client and Contractor intend this Agreement to be a valid and legal instrument, and no provision of this Agreement that may be deemed unenforceable shall in any way invalidate any other provision(s) of this Agreement, all of which shall remain in full force and effect. The Agreement shall be binding upon the parties, their successors, legal representatives, and assigns, and it is a mutually understood and expressly agreed that this Agreement shall be construed and interpreted according to the laws of the State of Florida. EXCEPT AS PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTIBILITY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND UPON THE CLAIMED BREACH OF ANY OBLIGATION CONTAINED IN OR ARISING OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, SUCH LIMITATION ON LIABILITY SHALL NOT APPLY FOR, AND CONTRACTOR SHALL HOLD HARMLESS, DEFEND AND INDEMNIFY CLIENT AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AFFILIATES AND SUCCESSORS AND ASSIGNS FROM, ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ALLEGATIONS, DEMANDS, SUITS AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR RESULTING FROM: (I) CONTRACTOR’S BREACH OF THIS AGREEMENT (INCLUDING ALL REPRESENTATIONS AND COVENANTS) BY CONTRACTOR, (II) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONTRACTOR, (III) ANY VIOLATIONS OF APPLICABLE LAW BY CONTRACTOR, (IV) CONTRACTOR’S FAILURE TO PAY WAGES TO ITS EMPLOYEES, OR (V) CONTRACTOR’S FAILURE TO SECURE VALID WORKERS’ COMPENSATION COVERAGE AS REQUIRED BY LAW. DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O The counterpart of this contract held by the Contractor shall be considered the original and shall be the binding agreement in case of a variance in any particular between it and any other signed copy. The Client agrees that this Agreement is the complete and exclusive statements of the agreements between the parties, which take precedence over all oral, written, and/or all other communications including proposals between the parties relating to the subject matter of this Agreement. All intellectual property developed by consultant in connection with the services provided to Client as contemplated herein will be owned exclusively by Client. By: By: Alex Averhoff Name: Title: Date: Date: DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 ITemp, Inc. 2054 Vista Pkwy #400, West Palm Beach, FL 33411 www.itempusa-inc.com 561-420-3382 O Company Name: Orange County, North Carolina Consultant Name: Elias Kitts Start Date: September 20th, 2023. Expected End Date: 24 weeks from contractor start date. Rate Straight Time: $35/hr not to exceed the amount of $21,000. Scope of Work: IT Support DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 September 14, 2023 Orange County PO Box 8181 HILLSBOROUGH NC 27278 Account Information: Policy Holder Details :iTemp Inc. Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/14/2023 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 be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SPECIALTY PROGRAM GROUP LLC/PHS 46505301 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED iTemp Inc. 1825 MEDITERRANEAN RD W WEST PALM BEACH FL 33406-8617 INSURER A : Twin City Fire Insurance Company 29459 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY 46 SBM AD8406 09/09/2023 09/09/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 46 SBM AD8406 09/09/2023 09/09/2024 COMBINED SINGLE LIMIT (Ea accident)$1,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A EMPLOYMENT PRACTICES LIABILITY 46 SBM AD8406 09/09/2023 09/09/2024 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION Orange County PO Box 8181 HILLSBOROUGH NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317