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HomeMy WebLinkAbout2024-541-E-Economic Dev-Chmura Economics & Analytics-FY24-25 JobsEQ Software SubscriptionRevised 01/24 1 [Departmental Use Only] TITLE EDJOBSEQ FY 25 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 15th day of October, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Chmura Economics & Analytics, LLC, (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): Software Subscription to Chmura Economics & Analytics, LLC 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: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 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, or addenda. 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: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit A 4. Duration of Services a. Term. The term of this Agreement shall be from October 15, 2024 to October 14, 2025. 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 October 15, 2024. 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 six thousand eight hundred thirty nine Dollars ($6839.00). 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 (Steve Brantley) 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: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 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: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 6 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 Orange County policy 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, including Exhibit A, 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 Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 7 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. 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:Steve Brantley Dr. Christine Chmura P.O. Box 8181 Chmura Economics & Analytics, LLC Hillsborough, NC 27278 1309 East Cary Street Richmond, VA 23219 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Revised 01/24 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: _________________________________ Travis Myren, County Manager By: __________________________________ Sharon Paulus, Director of Finance and Accounting Printed Name and Title Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 9/4/20249/12/2024 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Chmura Economics & Analytics, LLC Vendor Contact Person: Dr. Christine Chmura Phone: Address: 1309 East Cary Street Suite 200 City Richmond State: VA Zip: 23219 Department: Economic Development Amount: $6,839.00 Purpose: FY24-25 JobsEQ Software Subscription Budget Code(s): 346000120- 683000 Vendor # 68270 Vendor Status with NCSOS: N/A Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/15/24 End Date 10/14/25 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 prior to execution of the agreement. This agreement is approved as to technical form and content . 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 Docusign contracts: Received for record retention: Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 9/4/2024 9/12/2024 9/12/2024 9/12/2024 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 1 CHMURA MASTER LICENSE AGREEMENT This Master License Agreement (this “Agreement”) is effective as of ___________ (the “Effective Date”), and is made by and between Chmura Economics & Analytics, LLC, a Virginia limited liability company located at 1309 East Cary Street, Richmond, VA 23219 (“Chmura”), and, Orange County North Carolina a _________________, located at P.O. Box 8181 Hillsborough, NC 27278 (“Client”). Recitals: Whereas, Client desires to obtain from Chmura, and Chmura is willing to grant to Client, on the terms and conditions set forth herein, a license to certain Products (as defined below) as specified on one or more order forms attached hereto (each an “Order Form”). Now, Therefore, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which is hereby acknowledged, Chmura and Client hereby agree as follows: 1. Definitions. (a) “Affiliate” of an entity means any entity which, directly or indirectly, controls, is controlled by or is under common control with such entity, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise. (b) “API Feeds” means the API feeds of Chmura Data which Client may use if included in an Order Form by using an API key provided by Chmura. (c) “Chmura Data” means Chmura’s proprietary data provided to Client in any manner. (d) “Chmura Intellectual Property” means: (i) the Chmura Software; (ii) the Chmura Data; (iii) the Reports; (iv) the API Feeds; (v) the Documentation; (vi) all Derivative Works of the foregoing; and (vii) and all patents, copyrights, trade secret rights and other intellectual property rights now or hereafter in existence with respect to the foregoing (i) – (vi), in any part of the world. (e) “Chmura Software” means: (i) Chmura’s proprietary, online JobsEQ® workforce and economic management software, located at www.JobsEQ.com;, (ii) Chmura’s proprietary, online Career Concourse™ platform; and (iii) modeling tools, analytics tools, or other tools or features, and all datasets relating to or included in the foregoing. (f) “Claim” shall have the meaning set forth in Section 7(a) below. (g) “Client Systems” means the Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), applications, internal tools, and networks, whether operated directly by Client or through use of third-party services. (h) “Client Indemnitees” shall have the meaning set forth in Section 7(a) below. (i) “Client User Information” means all data in any format relating to End Users or Client employees or agents. Exhibit A Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 2 (j) “Confidential Information” shall have the meaning set forth in Section 9(a) below. (k) “Derivative Work”, as well as “display”, “perform” and “copies,” are as defined in the U.S. Copyright Act, Title 17 of the U.S. Code, as amended. (l) “Disclosing Party” shall have the meaning set forth in Section 9(a) below. (m) “Documentation” means any documentation, materials, or other instructions provided to Client as a licensed user of Products, including without limitation, the content of the “Help” feature of the Chmura Software and the content of the technical documentation on how to access the API Feeds. (n) “End Users” means those individuals who are permitted to use the Products licensed under this Agreement, including those set forth on an applicable Order Form who are employees of Client. (o) “Fees” shall have the meaning set forth in Section 5(a) below. (p) “In Bulk” means downloading all or parts of the Chmura Data in a systematic or regular manner so as to create a collection of materials comprising all or part of the Chmura Data whether or not such collection is in electronic or print form. (q) “Losses” shall have the meaning set forth in Section 7(a) below. (r) “Products” shall mean, collectively, the Chmura Software, the API Feeds, the Reports, and the Chmura Data. (s) “Receiving Party” shall have the meaning set forth in Section 9(a) below. (t) “Reports” means any report generated by Chmura or by a Product that includes Chmura Data. (u) “Widget” means an element of a graphical user interface that displays content from JobsEQ that can be embedded in Client’s website if included in an Order Form by using an HTML snippet provided by Chmura. 2. License Terms. (a) License Grant. Subject to Client’s and its End Users’ compliance with the terms and conditions of this Agreement, and only for use by Client’s authorized End Users in the manner set forth on an applicable Order Form, Chmura hereby grants to Client a non-exclusive, non-transferable (except as set forth herein), non-sublicensable, license to access the Products identified on an Order Form during the term of that specific Order Form, and solely for Client’s business purposes and in accordance with the permitted uses set forth in this Section 2(a) and on the Order Form. Client may not disclose Chmura Data to third parties who are consultants or businesses that compete with Chmura in in any manner. Client agrees that it shall include an acknowledgement of Chmura as the source for any Chmura Data used in any materials containing such Chmura Data. Subject to the provisions herein, End Users of the Products who are Client employees may use the Chmura Data in the ordinary course of Client’s business purposes for: Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 3 (i) Client’s internal research purposes; (ii) marketing Client’s organization or region; (iii) creating periodic general research reports for in-house use or for stakeholders’, clients’, or prospective clients’ use; and (iv) any other purpose expressly permitted by Chmura. Subject to the provisions herein, Client may print Chmura Data or copy Chmura Data into other programs, so long as the amount of Chmura Data being printed or copied is reasonably tailored for Client’s authorized business purposes, insubstantial, and used in compliance with these uses and copying provisions. (b) Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (i) Chmura has and will retain sole control over the operation, provision, maintenance, and management of the Products; and (ii) Client has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, Client Systems, and sole responsibility for all access to and use of Chmura Intellectual Property by any person by or through the Client Systems or any other means controlled by Client or any End User. (c) Changes. Chmura reserves the right, in its sole discretion, to make any changes to the Products that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of the Products to its customers, the competitive strength of or market for the Products, or the Products’ cost efficiency or performance; or (ii) to comply with any applicable law, regulation, order, or other requirement of any federal, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. (d) Restrictions on Use. Client shall not, and shall not permit any other party, including End Users, to access or use the Products except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, and unless expressly permitted herein or on an Order Form, Client agrees that: (i) Client and End Users shall not rent, sell, assign, lease, or sublicense the Products, nor use the Products in a service bureau, outsourcing or other arrangement to process or analyze data on behalf of any third party, except as expressly set forth herein; (ii) Client and End Users shall not violate or attempt to violate the security of Chmura’s networks, including (A) accessing Chmura Data or Reports not intended for Client or the End User, or not licensed under an Order Form; (B) accessing a server or account which Client or the End User is not authorized to access; (C) attempting to scan or test the vulnerability of a system or network or to breach security or authentication measures; or (D) attempting to interfere with the availability or functionality of the Products, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing; (iii) Client and End Users shall not decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Products, in whole or in part, nor will Client use any mechanical, electronic, or other method to decompile, disassemble, or identify the source code of the Products, or encourage others to do so; Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 4 (iv) Client and End Users shall not knowingly access, store, or transmit via the Products any material that: (1) is unlawful, harmful, or infringing; (2) facilitates illegal activity; or (3) causes damage or injury to any person or property; (v) Notwithstanding any other provision herein or on any Order Form, Client and End Users shall not share the Chmura Data with any competitors or consultants competing directly with Chmura; (vi) Client and End Users shall not use or distribute Chmura Data to directly or indirectly create or contribute to the development of any database or product; (vii) Client and End Users shall not make any portion of the Chmura Data or Reports available to any third party; (viii) Client and End Users shall not upload, post, or otherwise publish any portion of the Chmura Data or Reports on, or provide access to any portion of the Chmura Data or Reports through the internet, any other electronic network, and data library, any listing service, or any other data sharing arrangement; (ix) Client and End Users shall not use Chmura Data for any purposes in any manner that infringes on a third party’s rights, including intellectual property rights including copyright, trademark, and privacy rights; (x) Client and End Users shall comply with Chmura’s policies and procedures in effect during the Term regarding use of the Products; and (xi) Client shall cause each of Client’s authorized End Users to comply with the obligations set forth in this Section 2(d), and Client shall be responsible for any End User’s breach of this Agreement. (e) Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by Section 2(d), Client shall, and shall cause its End Users to, immediately (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (ii) notify Chmura of any such actual or threatened activity. (f) Access and Security. Client shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards reasonably necessary to securely administer the distribution and use of all access credentials for the Products and protect against any unauthorized access to or use of the Products. 3. Training Services; Uptime. (a) Training for Chmura Software. (i) JobsEQ® Platform. If the JobsEQ® platform is licensed to Client under an Order Form, then weekly training sessions are included in the Fees provided in the Order Form – typically one or two webinars per week are available. Webinar users will be undisclosed to other attendees to protect their privacy. In addition to the weekly training session, the JobsEQ® live chat feature provides technical assistance during most business hours. The JobsEQ® platform also includes video tutorials and written documentation in the online Help section. Client may request additional training sessions at Chmura’s hourly rate as set forth on the Order Form. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 5 (ii) Career Concourse™ Platform. If the Career Concourse™ platform is licensed to Client under an Order Form, then one 30-minute training session is included in the Fees. Client may request additional training sessions at Chmura’s hourly rate as set forth on the applicable Order Form. (b) Chmura Software Downtime. The Chmura Software will go offline from time to time for maintenance and during such periods, the Chmura Data may not be available. Chmura will use best efforts to provide notice (e-mail acceptable) of maintenance periods at least 24 hours in advance and to perform maintenance on weekends or after 5 p.m. CST on weekdays; provided, however, that in emergency situations such advance notice may not be possible. Client understands and agrees that occasional temporary interruptions of Internet service may occur due to acts of God, interruption in service by co-locator or other reasons beyond the reasonable control of Chmura which may interrupt or degrade the content of or delivery of information available from the Products from time to time. IN THE EVENT AN INTERRUPTION OF CHMURA’S ABILITY TO PROVIDE ACCESS TO A PRODUCT LASTS MORE THAN FIVE (5) BUSINESS DAYS, CLIENT SHALL HAVE THE OPTION TO TERMINATE THE ORDER FORM FOR THAT PRODUCT AND RECEIVE A PRO-RATA REFUND OF THE FEES PAID BY CLIENT FOR THE TERMINATED PORTION OF THE TERM FOR THAT PRODUCT. Except for the maintenance and limitations provided in this Section 3(b), the Chmura Software shall be available 24 hours per day/7 days per week. 4. Ownership; Reservation of Rights. Client acknowledges and agrees that all right, title, and interest in and to the Chmura Intellectual Property is and will remain owned exclusively by Chmura (including, without limitation, the look and feel, designs, algorithms, database structures, methodologies, and know-how associated with the Chmura Intellectual Property and all updates, upgrades, improvements, customizations and enhancements to the Chmura Software). Except the limited license granted in Section 2 above, nothing in this Agreement grants any right, title, or interest in or to (including any license under) any rights in or relating to the Chmura Intellectual Property, whether expressly, by implication estoppel, or otherwise. 5. Financial Matters and Fees. (a) Fees. Client agrees to pay the fees as set forth on the Order Form(s) (collectively, the “Fees”). Unless the Order Form provides otherwise, Client shall pay the Fees on an annual basis. If an Order Form permits Client to pay the Fees on a quarterly basis or on any other timeline instead of annually, the Fees are subject to a surcharge of 3%-5% at Chmura’s discretion, and Chmura may distribute such surcharge across multiple invoices. Following the initial term of an Order Form, Chmura may thereafter, upon notice to Client, amend the fee schedule for the Products licensed in that Order Form annually, provided however that the annual fees shall not increase in any one year by more than the greater of (i) the percentage increase in the Consumer Price Index (Chained CPI for All Urban Consumers (C-CPI-U)) for the most recent month of data available over the same month one year prior to the current year or (ii) three percent (3%). Chmura shall provide notice by email to Client no less than sixty (60) days prior to the end of the then-current Order Form term of any amendment to the fee schedule for the upcoming renewal term for that Order Form. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 6 (b) Taxes. Client shall pay or reimburse Chmura for all sales and use taxes levied or imposed by reason of the performance by Chmura under this Agreement; excluding, however, income taxes on Chmura's gross income, employment taxes and taxes based on professional licenses or business operations which may be levied against Chmura. (c) Invoicing and Payment. Chmura accepts payments by check, ACH/Debit, EFT, VISA, MasterCard and American Express. Payment by credit card is subject to a 2% convenience fee. Chmura does not offer a discount for paying by check, ACH/Debit, or EFT. Unless otherwise expressly set forth on an Order Form, Client shall pay the Fees for an Order Form within thirty (30) days following execution of this Agreement by Client. Invoices for subsequent terms shall be paid by Client by the due date, which shall be the day following the last day of the previous term. Invoices 30 days past due are subject to a 1.5% per month late fee. Invoices 90 days past due will result in a suspended subscription, if applicable. 6. Limitations on Warranties and on Liability. (a) DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE PROVIDED “AS IS”. CHMURA SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES, EXPRESS OR IMPLIED, TO CLIENT OR TO ANY END USER, AS TO THE ACCURACY OR ADEQUACY OF, OR OMISSIONS FROM, ANY CHMURA DATA, REPORTS, OR AS TO THE ADEQUACY OF RESULTS TO BE OBTAINED BY USING THE PRODUCTS.EXCEPT AS EXPRESSLY SET FORTH HEREIN, CHMURA DOES NOT WARRANT THAT: (i) THE PRODUCTS WILL BE FREE FROM MINOR DEFECTS OR ERRORS THAT DO NOT MATERIALLY AFFECT THEIR PERFORMANCE; (ii) THE PRODUCTS WILL OPERATE UNINTERRUPTED OR CAN BE ACCESSED AND USED BY END USERS AT ALL TIMES WITHOUT INTERRUPTION, (iii) THE PRODUCTS ARE COMPATIBLE WITH ANY SOFTWARE, SERVICE OR HARDWARE UTILIZED BY CLIENT OR END USERS EXCEPT AS EXPRESSLY APPROVED IN WRITING BY CHMURA; OR (iv) THAT ANY DATA, INCLUDING CHMURA DATA OR DATA CONTAINED IN ANY PRODUCT, IS SUFFICIENT TO MEET CLIENT’S OR ANY END USER’S BUSINESS, EDUCATIONAL OR TRAINING REQUIREMENTS. (b) LIMITATION OF LIABILITY. IN NO EVENT SHALL CHMURA BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT EXCEEDING THE ANNUAL FEES PAID OR PAYABLE BY CLIENT TO CHMURA UNDER THIS AGREEMENT FOR THE THEN-CURRENT TERM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 7 7. Indemnification. (a) By Chmura. Chmura shall indemnify, defend and hold harmless Client and its Affiliates and their respective officers, directors, employees, and agents (the “Client Indemnitees”) from and against any loss, damages, expenses, and costs (including reasonable attorney’s fees and court costs) (collectively, “Losses”) suffered or incurred by the Client Indemnitees arising out of any threatened or actual claim, action or proceeding (“Claim”) that the Products or Client Indemnitees’ use thereof infringes a patent or copyright, or misappropriates a trade secret or otherwise violates the rights of a third party. The foregoing obligation does not apply to the extent that the alleged infringement or misappropriation arises from: (i) Client Systems or Client’s data or materials; (ii) third-party materials; (iii) access to or use of the Products in combination with any hardware, system, software, network, or other materials or service not provided by Chmura or specified for Client’s use in the Documentation; (iv) modification of the Products other than by or on behalf of Chmura; (v) failure to timely implement any modification, upgrades, replacements, or enhancements made available to Client by or on behalf of Chmura; or (vi) any allegation of facts that, if true, would constitute Client’s breach of this Agreement. Client shall promptly notify Chmura in writing of any Claim for which Client believes it is entitled to be indemnified pursuant to this Section 7(a). Chmura shall control the defense of any such Claim and, at its discretion, may enter into a stipulation of discontinuance and settlement thereof; provided that Chmura shall not enter any settlement that requires anything other than the payment of money without Client’s prior written approval. Client shall cooperate, at Chmura’s expense, with Chmura in any such defense and shall make available to Chmura all those persons, documents and things required by Chmura in the defense of any such Claim. Client may, at its expense, also assist in such defense with counsel of its own choosing. (b) Mitigation. If Chmura is required to indemnify the Client Indemnitees pursuant to Section 7(a) above, Chmura shall, at its option, either procure for Client the right to continue using the respective Product(s) or modify the respective Product(s) to permit Client to exercise its rights hereunder. If the foregoing options are not available, Chmura may terminate this Agreement and in such event shall refund to Client the pro rata portion of the annual Fees for the respective Product(s) for the remainder of the then-current term. (c) Sole Remedy. SECTIONS 7(A) AND 7(B) SET FORTH CLIENT’S SOLE REMEDIES AND CHMURA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PRODUCTS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. (d) By Client. Client shall indemnify, defend and hold harmless Chmura and its officers, directors, employees, and agents against any and all Claims and Losses suffered or incurred by Chmura to the extent that they arise out of Client’s or an End User’s use of the Products in a manner that violates the terms of this Agreement. Chmura shall control the defense of any such Claim and, at its discretion, may enter into a stipulation of discontinuance and settlement thereof; provided that Chmura shall not enter any settlement that requires anything other than the payment of money without Client’s prior written approval. Client shall cooperate, at Client’s expense, with Chmura in any such defense and shall make available to Chmura all those persons, documents and things required by Chmura in the defense of any such Claim. Client may, at its expense, also assist in such defense with counsel of its own choosing. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 8 8. Term and Termination. (a) Term. This Agreement will remain in effect or as long as an applicable Order Form is active hereunder. (b) Termination for Cause. (i) Chmura may, at any time without prior notice to Client, directly or indirectly, suspend, terminate, or otherwise deny Client and any End Users access to or use of all or any part of the Products, without incurring additional obligation or liability, if: (A) Chmura receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Chmura to do so; or (B) Chmura believes, in its sole discretion, that: (x) Client or an End User has failed to comply with any material term of this Agreement, or accessed or used the Products beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (y) an End User’s access credentials have been compromised; or (z) Client or any End User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities. This Section 8(b)(i) does not limit any of Chmura’s other rights or remedies, whether at law, in equity, or under this Agreement. (ii) Either party may terminate this Agreement at any time upon the occurrence of the following: (A) the voluntary or involuntary dissolution and liquidation of the other party, the filing of a voluntary petition in bankruptcy, the filing of an involuntary petition in bankruptcy by creditors of the other party, which petition is not dismissed within ninety (90) days, or a general assignment by the other party for the benefit of creditors; or (B) if the other party has committed a material breach of any of the provisions of this Agreement, and such breach is not cured within thirty (30) days following the breaching party’s receipt of notice from the non-breaching party specifying such breach. (c) Effect of Termination. Upon the termination of this Agreement: (i) all rights, licenses, consents, and authorizations granted by Chmura hereunder will immediately terminate; (ii) Client and End Users shall immediately cease all use of the Products, Documentation, and Chmura’s Confidential Information; and (iii) Chmura may immediately terminate Client’s and all End User’s access to the Products and disable all passwords issued to Client and its End Users, if applicable. In the event of termination of the Agreement for material breach by Chmura, Chmura shall refund to Client the pro-rata portion of the Fees paid by Client for the remainder of the then-current term of any current Order Forms. In the event of termination of the Agreement for material breach by Client, then upon such termination, (A) Chmura shall be entitled to retain all Fees paid by Client as of the date of termination, and (B) Client shall immediately pay Chmura all remaining Fees due for the remainder of the then-current term of any current Order Forms. 9. Confidential Information. (a) Generally. Each party (the “Receiving Party”) will hold the Confidential Information of the other party (the “Disclosing Party”) in confidence for the Disclosing Party and, except as may be authorized by the Disclosing Party in writing, the Receiving Party will not use or disclose Confidential Information to any persons except as contemplated hereunder and provided that such persons are bound to confidentiality obligations at least as restrictive as the Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 9 obligations in this Section 9. “Confidential Information” shall include any and all information of the Disclosing Party or its Affiliates which is disclosed hereunder and either identified in writing as “Confidential” or “Proprietary”, or which, under the circumstances, ought reasonably to be treated as confidential or proprietary and shall include the Chmura Software, Documentation, In Bulk Data, Reports, and the API key provided to Client for the purpose of accessing the API Feeds, if applicable. (b) Exceptions. These confidentiality obligations shall not apply: (i) to any information or development which is or subsequently becomes available to the general public other than through a breach of this Agreement by, or fault of, the Receiving Party, or any party to whom it discloses Confidential Information; (ii) to any information or development which the Receiving Party can establish was already known to it before disclosure by the Disclosing Party; (iii) to any information or development which is developed through the independent efforts of the Receiving Party without regard to, reliance upon, use of or reference to any Confidential Information of the Disclosing Party; (iv) to any information or development which the Receiving Party rightfully and lawfully receives from a third party which is not under restriction as to confidentiality or use of such information; or (v) to any disclosure required as a result of the process of law or under applicable law, or pursuant to the order or subpoena of a government agency or court of competent jurisdiction, provided that the Receiving Party immediately notifies the Disclosing Party of the matter, and permits the Disclosing Party to seek a protection order, if it deems it necessary, prior to the release of the Confidential Information. (c) Survival. The obligations of confidentiality contained herein will survive and continue in full force and effect after the expiration or termination of this Agreement and will bind the parties and their successors and assigns. 10. General Provisions. (a) Injunctive Relief. In the event of Client’s breach of Section 2(d) or Section 9 of this Agreement, the parties hereto acknowledge that Chmura or its Affiliates, as applicable, may be caused irreparable damage, and that monetary damages alone may not be an adequate remedy for such breach and, in addition to any other relief to which it may be entitled, the injured party shall be entitled to seek, temporary and permanent injunctive relief to restrain any such breach, threatened or actual, without the need to post a bond or similar undertaking. (b) Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. (c) Independent Contractor. Each party acknowledges and agrees that the other is an independent contractor and shall have no authority to act as an agent of the other, nor shall either party bind or purport to bind the other to any commitment or obligation. (d) Assignment, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Chmura may assign any payments due or owing under this Agreement. No assignment by Chmura of any payments due or owing under this Agreement shall affect Client’s rights or Chmura’s obligations hereunder. Neither Client nor Chmura may assign its obligations hereunder without the prior Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 10 written consent of the other party, except either party may assign this Agreement in the event of a sale of substantially all of its assets or shares, or may assign this Agreement to its Affiliates, without the prior written consent of the other party. Any purported assignment, delegation, or transfer in violation of this Section 10(d) is void. (e) Notices. All Notices required by this Agreement for either party are to be in writing (which shall not include email unless expressly permitted in the section of this Agreement where notice is required) and shall be forwarded as follows: (i) If to Chmura: Dr. Christine Chmura Chmura Economics & Analytics, LLC 1309 East Cary Street Richmond, VA 23219 With a copy to: Janet P. Peyton, Esq. McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 (ii) If to Client: Changes in address by either party shall be made by written notice to the other party as above provided. Notices required by this Agreement shall be deemed received (A) upon delivery, when delivered in person or by commercially receipted courier, (B) upon the date sent by facsimile, if confirmed by written courier delivery or U.S. Postal Service, or (C) five (5) days after deposit with the U.S. Postal Service by registered or certified mail. Notwithstanding the foregoing, invoices shall be sent to the Client billing contact as identified on an applicable Order Form. (f) Entire Agreement. This Agreement constitutes the entire understanding between the parties, and supersedes all prior agreements, representations, memoranda, and correspondence concerning the understandings between the parties regarding the subject matter hereof. (g) Conflicts. In the event of a conflict between this Agreement and an Order Form, the terms of this Agreement shall govern, except as provided herein or to the extent the Order Form explicitly references this Section and the Section of the Agreement which it is modifying. The terms of this Agreement and each Order Form are to be construed, so far as is reasonably practicable, to be harmonious and consistent. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 11 (h) Governing Law; Venue. This Agreement shall be construed in accordance with and governed by the law of the Commonwealth of Virginia, without regard to its conflict of law and choice of law rules. Each party hereby agrees to submit to jurisdiction of the state or federal courts situated in the Commonwealth of Virginia. (i) Publicity. Client consents to Chmura’s use of Client’s name and logo for the sole purpose of acknowledging Client as a user of the Chmura Product(s) in marketing materials. (j) No Waiver. No modification, amendment, or waiver of the terms hereof shall be effective unless in the form of a written instrument signed by or on behalf of Chmura and Client. (k) Severability. If any provision of this Agreement, or the application thereof, will for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement will be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions. (l) Force Majeure. Neither party shall be held responsible for any delay or failure in performance hereunder caused by fires, strikes, embargoes, acts of God, acts of terrorism, pandemics, or other causes beyond its reasonable control. (m) Survival. The rights and obligations of Sections 2(d), 2(e), 6, 7, 8, 9, and 10 together with those other provisions which by their nature should survive, will so survive and continue in full force and effect after any expiration or termination of this Agreement and will bind the parties and their successors and assigns. (n) Section and Paragraph Headings. Section and paragraph headings are for purposes of identification only and are not to be deemed provisions of this Agreement or in any way to alter the contents of the sections or paragraphs they head. (o) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. (p) Jury Trial Waiver. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. (Signatures Follow) Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B 12 IN WITNESS WHEREOF, the parties thereto have duly executed this Agreement to be effective as of the Effective Date. Chmura Economics & Analytics, LLC By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________ Name: _______________________ Title: Account Manager (Client) By: ____________________________________ Name: _______________________ Title: _______________________ Date: _______________________ Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Order Form to Chmura Master License Agreement For JobsEQ Platform Client: Orange County North Carolina Address: P.O. Box 8181 Hillsborough, NC 27278 Client Billing Contact: Lindsey Hirni, lhirni@organecountync.gov Order Form Effective Date: This Order Form, together with the Master License Agreement signed by the parties, which is expressly incorporated herein by reference, govern Client’s use of the Chmura Intellectual Property provided in this Order Form. Definitions: Capitalized terms used in this Order Form have the meaning set forth in the Chmura Master License Agreement, unless expressly defined in the Order Form. Term: The Term of this Order Form shall commence on the Effective Date of this Order Form as set forth above and continue until the first anniversary of such date. Thereafter, this Order Form shall automatically renew for successive one (1) year Terms unless Client provides written notice to Chmura of its intention not to renew no less than thirty (30) days prior to the end of the then-current Term. Restrictions on Use: In addition to the restrictions provided in 2(d) of the Master License Agreement, Client agrees that Client and End Users shall not: (i) download or attempt to download Chmura Data In Bulk; or (ii) access the JobsEQ Platform using any tools to automate such access (by way of example but not limitation, such as using a browser plugin to automate Client’s web browser). Personal Data Roles: The Parties acknowledge that as to any personal data made available to Client pursuant to this Order Form, the parties are separate, independent controllers and separate businesses; accordingly, the Parties are not acting as joint controllers with respect to such data. Each Party shall independently determine the purposes and means of processing personal data made available to Client pursuant to this Order Form. Authorized End Users: [LIST # OF END USERS AND NAMES AND EMAIL ADDRESSES] _ 1. Amanda Garner, agarner@orangecountync.gov __2. To be determined upon activation __3. To be determined upon activation __4. To be determined upon activation Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B License provides access to the following geographic area: Orange County, NC, plus 75 at the zip code level. Product(s): JobsEQ Platform Plus License Fees: $6839.00 Chmura Blended Hourly Rate for additional services: $250/hour Signatures: Client: Chmura Economics & Analytics, LLC: _______________________ _______________________ Name: _________________ Name: _________________ Title: __________________ Title: __________________ Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B