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Home My WebLink AboutOTHER-2025-106-Approval of School Enrollment Forecasting Contract with UNC Docusign Envelope ID : C386BFE3-5F8F-4CD6-A728-AB0191012F78 �\ Qk:�7e _ I, () d, S� - I O U ; 9 ' ► J The University of North Carolina at Chapel Hill Carolina Demography — Carolina Population Center 123 W. Franklin St . , Suite 210 Chapel Hill , NC 27516 Recharge Core Agreement Client Name : Orange County , North Carolina Client Contact : Kirk Vaughn Client Email : kvaughn@orangecountync . gov Client Phone : 919-245-2153 Client Address : PO Box 8181 , Hillsborough , NC 27278 Send Invoice to: (tf d fferent from above) : Not to Exceed Cost : $352072 . 00 Start Date : September 2025 End Date : May , 2026 Client PO Number: Client Credit Card Number: N/A Description of Services : Specialized Services set forth in Exhibit A . Terms and Conditions 1 ) Services. The University of North Carolina at Chapel Hill ("University") offers a wide range of services , including custom population estimates and projections at the state , regional , or local level ; mapping and spatial analysis ; and workshops through the Carolina Population Center' s Carolina Demography Core ("Facility") . Client has instructed Facility to undertake the specific services described above (the "Services"), In consideration of Client' s payment to the Facility in accordance with the terms stated herein, the Facility shall perform the Services . Should the Services provided under this Agreement include the provision of human tissue or samples by Facility, Client agrees to use said human tissue or samples only for internal research and development purposes and shall not commercialize the human tissue or samples provided. Client further agrees not to transfer said human tissue or samples to any third party without Facility ' s express written permission . If Client is providing human tissue or samples to be used by Facility in performance of the Services hereunder, Client certifies it has all necessary rights to provide Facility with said tissue or samples . 2) Reports. Facility shall provide Client with a report regarding the data obtained in the course of the Services. The report shall be maintained as confidential pursuant to Section 3 below. Client recognizes that the results of the Services which do not disclose Confidential Information provided hereunder may be deemed publishable by University, and that the University employees engaged in the Services shall be free to publish these results, consistent with the obligations imposed in Section 3 of this Agreement. 3) Confidentiality. Any confidential or proprietary information disclosed by Client to University ("Confidential Information") shall be disclosed in writing and designated as confidential and/or proprietary, or if disclosed orally, shall be confirmed in writing and designated confidential and/or proprietary within thirty (30) days of such disclosure. University shall use the Confidential Information only for the purpose of this Agreement and firrther agrees that it will not disclose or publish such Confidential Information except that the foregoing restrictions shall not apply to : (a) Confidential Information which is or becomes publicly known through no breach of this agreement by University ; (b) Confidential Information learned from a third party entitled to disclose such information; (c) Confidential Information already known to or developed by University prior to receipt hereunder, or information independently developed at any time by University personnel not privy to the Confidential Information, as shown by University ' s written records ; or (d) Confidential Information required to be disclosed by operation of law (including, but not limited to, the North Carolina Public Records Act) or court order. The obligation of confidentiality imposed by this Section shall expire three (3) years following the expiration or termination of this Agreement. University will use a reasonable degree of care to prevent the inadvertent, accidental, unauthorized, or mistaken disclosure or use by its employees of Confidential Information. For avoidance of doubt, data, information, results, materials, or products of the Services shall be considered Confidential Information for the purposes of this Agreement. Docusign Envelope ID : C386BFE3-5F8F-4CD6-A728-AB0191D12F78 4) Intellectual Property. It is not anticipated that intellectual property will arise in University ' s performance of the Services. However, in the event of an invention by at least one employee of University the intellectual property shall be owned as follows : a) Inventions which involve the use of, composition of, or improvement to Client-provided materials or information, or a derivative, analogue thereof shall belong to Client; and b) Inventions which cover a scientific or analytical measurement process, technique, procedure , medium, device or other process which is not unique to characterizing, testing, or fabricating Client's proprietary materials or does not derive from Client-provided materials or Client ' s Confidential Information shall be owned by University. 5) Publicity. Neither party will use the name of the other party in any publicity, advertising, or news release without the prior written approval of the authorized representative of the other party. Notwithstanding the above, University reserves the right to disseminate the analysis or parts thereof resulting from the Services provided under this Agreement in a public forum, such as its blog, and to publish the working relationship between Client and University for the provision of the Services related to this Agreement. 6) Termination. Either party may terminate this Agreement upon prior written notice to the other party . All reasonable costs and non-cancelable obligations incurred by University at the time of said termination shall be reimbursed by Client. At the request of Client , all unused Client-provided materials at the time of termination shall either be returned to Client or destroyed by University at the Client's expense . 7) Independent Contractor. In the performance of the Services, University shall be deemed to be and shall bean independent contractor. 8) No Warranties and Indemnity. University makes no warranties, express or implied, regarding the quality of product produced under this Agreement. University shall use its reasonable efforts to perform the Services. University does not warrant or guarantee any results from a given project. University shall not be liable for Client's use of the report or other information provided by University. To the extent permitted by law, Client shall indemnify and hold harmless University against any claims and costs (including attorney ' s fees) arising out of Client's commercial sale or distribution of products or processes developed under this Agreement. 9) Export Control. University will not accept export-controlled materials or technical information under this Agreement. Client hereby represents and warrants that materials and technical information provided to University do not require any license from the U . S . government before being exported . 10) Hazardous Materials. All materials provided by Client must be accompanied by the appropriate environmental and safety information for those materials as required by law, 11 ) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina. 12) Payment Terms, Net 30 days upon receipt of invoice. Checks shall be made payable to : University of North Carolina at Chapel Hill and sent to : Carolina Demography 123 W. Franklin St. , Suite 210 Chapel Hill , NC 27516 Tax ID 56 -600- 1393 13 ) Entire Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter and supersedes or cancels all previous negotiations, agreements, commitments and writings between the parties on the subject of this Agreement. Should processing of this Agreement require issuance of a purchase order or other contractual document, all terms and conditions of said document are hereby deleted in entirety. This Agreement may not be amended in any manner except by an instrument in writing signed by the duly authorized representatives of each of the parties hereto. By Authorized Official of The Universit Qg6t;J) Q%Tlina at Chapel Hill By Authorized Official �f Qier�rb I � t ocu 9ne Y. By : 6 Vlayx / By : �r S �lIM DUN OAK81B12B364B4 . .. Name : Diane Koltz Narne : Travis Myren Title : Contracting Officer Title : County Manager Date : 12/ 11 /2025 Date : 12/ 16/2025 Docusign Envelope ID : C386BFE3-5F8F-4CD6-A728-AB0191D12F78 EXHIBITA The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided ) : Carolina Demography will provide a 10 year enrollment forecast for both Orange County Schools and Chapel Hill - Carrboro City Schools , final report and presentation to Board of County Commissioners . Docusign Envelope ID : C386BFE3-5F8F-4CD6-A728-AB019lD12F78 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name : Carolina Demography Vendor Contact Person : Diane Koltz Phone : Address : 123 W . Franklin St. , Suite 210 City Chanel Hill State : NC Zip : 27516 Department : County Manager- Budget Division Amount : $ 35 ,072 Purpose : School Enrollment Process Budget Code(s) : 10895020 630000 Vendor # Vendor Status with NCSOS : Vendor is a BOCC consultant: ❑Yes ❑ No Contract Details Contract Type : ❑ New ❑ Amendment (Original Contract : ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award ® Approved by Board (Agenda Date : 12/ 1 /25 ) ; ❑ 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 emerenc� condition that was addressed : Doc igne by: Department Director ' s Signature N& UA.u, Date : 12/ 14/2025 25933C685 l F7432. . . Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications : Office of the Chief Information Officer Date : Q Inapplicable because no hardware/sofhvare purchases or related services 3 Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements : I Office of the Risk Management Officer Date : Financial Services j This instrument has been pre-audited in the manner reruiin 1 bwg ne hey Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer 'tv LD"tAq` srovu Date : 12/15/2025 7D4E5181ACC1409. 1. Legal Services This agreement is approved as to legal form and cuff '^e yyd by: Office of the County Attorney J6L Ph Date : 12/ 15/2025 EAA3D33ED8A8465... Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion : occlerl<docs@orangecountync .gov The following signature block is for hard copies only and is not required for Docusign contracts : Received for record retention : Office of the Clerk to the Board Date : i Revised 01 / 24 1 i I