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HomeMy WebLinkAbout2023-291-E-Sheriff Office-Essential Personnel-Performance development and safety wellness softwareRevised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Essential Personnel Party/Vendor Contact Person: Preston Stackhouse Contact Phone: 910.639.4025 Party/Vendor Address: 1608 Queen Street City Wilmington State: NC Zip: 28401 Department: Sheriff’s Office Amount: $13,200 Purpose: Performance development and safety/wellness software Budget Code(s): 10710020/630000 Vendor # 68082 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date July 1, 2023 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ 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: Sheriff’s Attorney ___________________________________________________Date: ________ Clerk to the Board Received for record retention: 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: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 6/28/2023 6/29/2023 6/29/2023 6/29/2023 1 PERSONNEL TECHNOLOGY, LLC (dba Essential Personnel) HOSTED APPLICATION SERVICES AGREEMENT THIS HOSTED APPLICATION SERVICES AGREEMENT (the "Agreement") is by and between PERSONNEL TECHNOLOGY, LLC, (dba Essential Personnel) a North Carolina limited liability company ("EP") and the undersigned customer (the "Customer"); WITNESSETH: WHEREAS, EP has developed and owns certain, proprietary software systems (each, an "Application" or the "Application Services"); and WHEREAS, Customer desires to subscribe to and access one or more Applications via the Internet, and EP desires to provide access to the Application(s), together with related maintenance and support services, all pursuant to the terms and subject to the conditions of this Agreement; NOW, THEREFORE, in consideration of the premises, of the mutual promises, agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, EP and Customer agree as follows: SECTION 1 License 1.1 Grant of License. Subject to the terms of this Agreement, EP hereby grants to Customer a non-exclusive, non-transferable right and license (the "License") to (a) access and use the Application(s) identified on Schedule B affiliated with the Customer (via the Internet, and (b) use any related user documentation or materials provided or disclosed to Customer by EP in the course of providing such access to the Application(s) (the "Documentation"). BY THIS LICENSE, CUSTOMER IS GRANTED NO RIGHTS TO THE OBJECT OR SOURCE CODE OF THE APPLICATIONS OR ANY TRANSLATIONS OR DERIVATIVE WORKS THEREOF. CUSTOMER SHALL NOT EDIT, ALTER, ABRIDGE OR OTHERWISE CHANGE IN ANY MANNER THE CONTENT OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ALL COPYRIGHT AND PROPRIETARY RIGHTS NOTICES. Customer may not, and may not permit others to: (a) Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Application; (b) Modify, translate, adapt, alter, or create derivative works from the Application; (c) Copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Application; (d) Distribute, sublicense, rent, lease, loan, or grant any third party access to or use of the Application to any third party; (e) use the Application in a manner that violates any applicable local, state, national or international law or governmental regulation, policy procedure or ordinance, or any rights of a third party; (f) Use the Application in a manner that violates the Terms of Service or Privacy Policy, if applicable; or, (g) Use the Application if this Agreement has been terminated. 1.2 Scope of License. The License shall permit the number of users set forth on the Schedule B as amended by the parties hereto from time to time, to access the Application(s) from the personal computers, mobile devices, or networks owned or leased by Customer or Customer’s authorized users. Access to the Application (s) is for Customer's internal business purposes only and otherwise in accordance with this Agreement. Customer shall be provided with an administrative username and password; such DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 2 administrative user shall have the ability to add, modify or delete user accounts for access to the Application(s) by its employees and/or agents. Customer will ensure that such passwords are used only by the user assigned to the password and not by any other person. The total number of passwords issued will not exceed the number of users set forth on Schedule B. Customer shall be responsible for protecting the security of usernames and passwords, and shall promptly notify EP, upon suspicion that a username has been lost, stolen, compromised, or misused. SECTION 2 Equipment Customer shall be solely responsible for obtaining and maintaining all hardware, software and ancillary services which are necessary for it to access the Application(s) via the Internet, including, without limitation, all computers, supported web browsers, and internet services. The current version and the immediately prior released version of any of the following are supported browsers: Google Chrome, Edge, and Safari. EP may update this Section 2 information from time to time and shall inform Customer of such changes. SECTION 3 Services 3.1 Support, Maintenance, and Training Services. EP shall provide to Customer, during the Term, support, maintenance and training services according to the parameters and specifications described in Schedule A attached hereto (the "Support Services"). EP shall use commercially reasonable efforts during the Term to correct any reproducible material error, malfunction or defect in the Application(s) that prevents the Application(s) from substantially and materially performing in accordance with the then-current Documentation, and shall commence such efforts within ten (10) business days after its receipt of a written request by Customer for such maintenance, which request shall include a detailed description of the error, malfunction or defect. EP WILL HAVE NO OBLIGATION WITH RESPECT TO ANY PURPORTED ERROR, MALFUNCTION OR DEFECT WHICH ARISES FROM CAUSES EXTERNAL TO THE APPLICATION(S) OR THE APPLICATION(S) REMOTE HOSTING ENVIRONMENT OR BY IMPROPER USE BY CUSTOMER OR ITS AGENTS. 3.2 Data Entry. The entry of Customer information and data required for Customer to utilize the Application(s) ("Customer Data") will be performed by Customer at Customer's sole expense. In the event that Customer Data is shared with the Application via any Customer or third-party database or software application, Customer shall be solely responsible for the transfer and sharing of such Customer Data, and Customer represents and warrants that it possesses all necessary rights to use and access such database or software application. SECTION 4 Fees 4.1 Fees. In consideration of the License and the Support Services, Customer shall pay the fees described in and/or computed in accordance with the rates set forth in Schedule B (the "Fees"). EP shall have the right to modify the Fees as set forth in Schedule B. (a) The Fees for the Initial Term shall be broken down into three annual payments each of which shall be invoiced to Customer via an invoice to be paid at least thirty (30) days prior to the start of the following year of service within the Initial Term. (b) Each annual payment shall not increase more than three percent (3%) per year for a period of five years. (c) As set forth in Schedule B, fees shall be in accordance with the total number of users. 4.2 Fee Invoices. All fees shall be payable in accordance with the invoicing procedures set forth in Schedule B, annual payment invoices, and herein. Applicable taxes covering the License or Support Services, including sales, DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 3 use, personal property, value-added, withholding, excise or other taxes and duties, if any, but specifically excluding any income or corporate franchise taxes, will be added to the invoice as prescribed by applicable law. In the event Customer is a tax-exempt organization, Customer shall provide all documentation requested by EP to evidence its tax-exempt status. 4.3 No Refunds. Except as expressly provided otherwise, all Fees are non-refundable. No Fees shall be refunded to the Customer upon the early termination of the Agreement pursuant to Sections 5 and 6 of this Agreement. SECTION 5 Term and Termination 5.1 Term. The term of this Agreement shall commence on 1 July, 2023 and, unless terminated earlier as provided herein, shall continue for a period of twelve (12) months (the "Initial Term"). The Agreement shall automatically renew for additional two-year terms (“Renewal Term”) following the end of the Initial Term at the discretion of EP and upon payment of the Fees for the Renewal Term at least thirty (30) days prior to the end of the Initial Term. 5.2 Termination. (a) This Agreement shall only be terminated upon any of the following events: (i) EP reserves the right to terminate this Agreement immediately if the License and accompanying Support Services provided hereunder become illegal or contrary to any applicable law, rule, regulation, or public policy; or, (ii) EP or Customer may terminate this Agreement upon an uncured Event of Default as provided for in Section 6. (iii) Customer provides notice of non- renewal at least sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. (b) Upon termination of this Agreement, Customer shall immediately and permanently discontinue using, in any manner whatsoever, the Application(s). (c) Upon termination of this Agreement, EP shall: (i) Return all Customer Data in electronic format; and, (ii) Within thirty (30) days of the effective date of such termination and upon request by Customer, certify in writing to Customer that all actions required by this Section 5.2(c) have been complied with by EP. SECTION 6 Default and Remedies 6.1 Events of Default. Each of the following shall constitute an Event of Default under this Agreement: (a) Customer fails to pay any amount due hereunder within ten (10) days after receipt of written notice from EP that said payment is past due; and (b) Either party fails to perform or observe any obligation, covenant, term, condition or provision of this Agreement, and such failure is not remedied or cured by the defaulting party within thirty (30) days after receipt of written notice thereof by the other party hereto. 6.2 Remedies. If an Event of Default occurs, the non-defaulting party may, at its option, pursue any remedy available to it at law or equity, suspend performance of its obligations under this Agreement for so long as the Event of Default continues unremedied, and/or terminate this Agreement or any portion hereof. SECTION 7 Representations and Warranties Each party represents and warrants that it has the power and authority to enter into this Agreement. DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 4 EP represents and warrants that (a) it will provide the Support Services in a manner consistent with generally accepted industry standards, and (b) the Application(s) shall perform substantially in accordance with the Documentation under normal use. Customer represents and warrants that it has the full right and license to use the Customer Data in connection with the Application(s) and that such use shall not infringe on any third party intellectual property rights. Customer is responsible for all activity occurring under Customer's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Application(s), including those related to data privacy, international communications and the transmission of technical or personal data. By this Agreement, EP does not attain ownership in any Customer Data. Customer, not EP, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and EP shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. EP shall use reasonable efforts to protect Client Data behind a secure firewall system, and to conduct data backups, as more fully set forth on Schedule A. By executing this Agreement, EP represents that it 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, EP represents that it 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. By executing this Agreement, EP represents that it is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. SECTION 8 Disclaimer of Warranties; Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, OR OTHER TERMS CONCERNING THE APPLICATION(S) OR THE SUPPORT SERVICES, AND EP AND ITS LICENSORS EXPRESSLY DISCLAIM ANY OTHER WARRANTIES WITH REGARD TO THE APPLICATION(S) OR THE SUPPORT SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. IN NO EVENT SHALL EP OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR TORTIOUS CONDUCT RELATING TO, CAUSED BY, OR ARISING OUT OF ANY BREACH OF ITS OBLIGATIONS OR CUSTOMER'S USE OR INABILITY TO USE THE APPLICATION(S), EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EP AND ITS LICENSORS ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM BY CUSTOMER AGAINST EP. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS EP FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST EP RELATING TO ANY BREACH OF THIS AGREEMENT BY CUSTOMER. DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 5 SECTION 9 Proprietary Rights and Confidentiality 9.1 Proprietary Rights. All trademarks, service marks, patents, copyrights, trade secrets and other intellectual property rights in the Application(s) (collectively, "Materials") are and will remain the exclusive property of EP or its licensors, whether or not specifically recognized or perfected under applicable local law. Customer will not create derivative works of, modify, assign, sublicense, sell, rent, reverse engineer, disassemble or decompile the Materials. Any rights not expressly granted herein are reserved to EP or its licensors. Customer will not take any action that jeopardizes EP’s proprietary rights in the Materials or acquire any right in the Materials. The obligations of Customer under this Section 9.1 shall survive the expiration or earlier termination of this Agreement. 9.2 Confidential Information of Customer. (a) EP may receive from Customer, or otherwise acquire, certain confidential, proprietary, and/or valuable information of Customer, its affiliates, predecessors, successors or permitted assigns and/or business collaborators, including without limitation the Customer Data (any such information shall hereinafter be referred to as the “Confidential Information”). All Confidential Information shall remain the sole and exclusive property of Customer, its affiliates, predecessors, successors or permitted assigns and/or business collaborators as the case may be. EP hereby covenants, represents and warrants that EP shall treat confidentially and maintain in strict confidence all of the Confidential Information and shall not disclose, in whole or in part, directly or indirectly, any Confidential Information to any person or entity other than to its employees who have a need to know such information for the benefit of Customer to further this Agreement and/or the Support Services; provided, however, that EP nor any of its employees shall directly access the Confidential Information without the prior written consent of the Customer. (b) Upon termination or expiration of this Agreement, EP shall return to Customer any and all of the Confidential Information (in accordance with Section 5.2(c)). (c) EP shall cause its employees to comply with the obligations in this Section 9 and shall advise its employees of the obligations hereunder. The obligations set forth in this Section 9 shall survive the expiration or earlier termination of this Agreement. (d) Customer understands and acknowledges that the technical processing and transmission of the Applications, including Customer Data, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks, devices or services. (e) In the event that EP is requested, pursuant to subpoena or other legal process, to disclose any of the Confidential Information, EP shall provide the Customer with immediate notice so that Customer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained or that EP waives compliance with the provisions of this Agreement, EP (or such other person) shall furnish only that portion of the Confidential Information which is legally required. (f) In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data EP shall notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence. SECTION 10 Miscellaneous 10.1 Notices. All notices, requests, claims, demands and other communications under this DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 6 Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally or sent via electronic mail on the party to whom notice is to be given, or on the third (3rd) day after mailing if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, first class postage prepaid, or other nationally-recognized express courier service and properly addressed to the postal address or electronic mail address set forth in the signature blocks of this agreement. 10.2 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 10.3 Entire Agreement; Modification. This Agreement and attached schedules or exhibits (the “Customer Documents”) contain the entire agreement between the parties with respect to the subject matter hereof; all representations, promises, proposals and prior or contemporaneous understandings between the parties with respect to this subject matter hereof are merged into and expressed in the Customer Documents; and any and all prior or contemporaneous agreements between the parties with respect to the subject matter hereof are hereby canceled. Except as otherwise provided herein, this Agreement may not be changed or modified, except by agreement in writing, signed by all of the parties hereto. 10.4 Headings. Section headings in this Agreement are for convenience of reference only and shall not govern the interpretation of any provision hereof. 10.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed but one and the same instrument. 10.6 Incorporation by Reference. All Schedules and Recitals hereto are incorporated herein by this reference. To the extent that the terms of this Agreement contradict any of the terms of any attachment incorporated by reference, the terms of this Agreement shall govern, unless specifically set forth to the contrary in any such attachment. 10.7 Assignment. This Agreement may not be assigned, sublicensed or transferred in any way by Customer without EP's prior written consent. 10.8 No Joint Venture. Nothing in this Agreement shall be construed to constitute a joint venture, partnership, agency, representative or employment relationship between the parties. 10.9 Force Majeure. If the performance of this Agreement, or any obligation hereunder (except the making of payments) is prevented. restricted, or interfered with by fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes, inability to procure or obtain delivery of parts, supplies, power, telecommunication services, or other services from suppliers, war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder as quickly as reasonably possible when such causes are removed. 10.10 Non-Waiver. Neither the waiver of any breach nor the failure to enforce any term or condition of this Agreement shall operate as a waiver or release of any such term or condition, nor constitute nor be deemed a waiver or release of any other rights, in law or at equity, or claims which either party may have against the other party for any matter arising out of, or connected with, or based upon this Agreement. No waiver DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 7 shall be enforceable against any party hereto unless set forth in a written instrument or agreement signed by such party. 10.11 Costs and Expenses. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorneys' fees incurred by the successful party (including, without limitation, costs, expenses and fees on any appeals), and if the successful party recovers judgment in any such action or proceeding, such costs, expenses or attorneys' fees shall be included as part of the judgment. 10.12 Severability. In the event any term, provision or restriction of this Agreement shall be held to be illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall in no way affect the legality, validity or enforceability of the remaining provisions of this Agreement, all of which shall continue unaffected and unimpaired thereby. The parties agree that any such unenforceable term, provision or restriction shall be deemed modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law. 10.13 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the state of North Carolina without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the County of Orange, North Carolina in any legal suit, action, or proceeding arising out of or based upon the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the later of the dates set forth below. "EP" "CUSTOMER" PERSONNEL TECHNOLOGY, LLC ______________________________, d/b/a/ Essential Personnel a(n) Signature: Signature: Printed Name Printed Name Title: Title: Date Date Postal Address: 1608 Queen Street Postal Address: Wilmington, NC 28401 Electronic Mail: Electronic Mail: DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 Preston Stackhouse 6/27/2023 CFO / Co-Founder 6/28/2023 Sheriff Charles Blackwood Charles S Blackwood Schedule A Support, Maintenance, and Training Services The following is a description of services to be performed: ● Install on third party hosting environment servers, and provide remote access to, the Application. ● Access to the Application(s), and transmittal of all data, login and password information between the client and the server will be encrypted using Transport Layer Security (TLS). ● All Customer Data will be stored in a separate, logical database within a shared physical server. All Customer Data is handled by the Application(s) in isolation from the data of other customers. ● The hardware, software and network will be monitored and maintained and will normally be accessible, in accordance with industry standards, except for scheduled maintenance and required repairs. ● Customer will be notified in advance, usually no less than one week, by email and/or an announcement within the Application, of any scheduled maintenance and/or expected downtime. ● If a system outage occurs, EP will promptly commence remedial activities and use reasonable efforts to resolve any such outage within a reasonable amount of time. ● Customer data will be backed up on a daily and weekly basis. ● Provide up to 2 hours of administrator training and 2 hours of user training (without regard to the number of users) every 12 months during the term of this Agreement. Training services are available only upon request and must be scheduled at mutually agreed upon times by both parties. Additional training may be provided upon request and for a fee to be agreed on in writing by the parties. ● The customer is expected to make a reasonable effort to reduce the file size of attachments before uploading them to EP (For example, converting .tiff file to .jpeg). In the unlikely event that the average size of attachments, across all incidents, exceeds 1MB EP may contact the agency to assist in implementing a strategy to reduce file sizes. ● Any single attachment will be limited to 25MB in size. DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 Schedule B Essential Personnel: Software-as-a-Service Essential Personnel (EP) is a holistic performance development and safety/wellness software. The cloud- based application supports organizations with their “People Data” to enable leaders to build strong teams. The list of capabilities includes: ❖ Team Building: ➢ Organization Chart module ■ Drag & drop capability to create users and/or operational units ■ Vacancy tracker ➢ Roster module - Quickly filter/sort by: ■ Certifications ■ Qualifications ■ Rank ■ Special teams / Committees ■ Operational assignment (echelon on Org Chart) ■ Education ➢ Special Teams & Committees module: ■ Create customizable special teams or committees ■ Manage members assigned ■ Designate team leaders ➢ Assignment Requests module: Create and manage assignment requests to: ■ Operational echelon (Org Chart) ■ Special Teams & Committees ■ Training Events - Ability to create events like a training class or conference and then manage requests to attend ● Logs historical record of attendance (and denied requests) ● Track costs ❖ Performance development: ➢ 360 Reviews - Quick and easy feedback tool ■ Workflow to enable supervision, acknowledgement and feedback from the employee and involved supervisors ➢ Score Reports - EP’s version of the ‘Performance evaluation’. ■ Our unique methodology solves for supervisor bias ■ Customizable attributes ■ Identifies personality traits and leadership attributes ➢ Awards - Custom awards templates with routing/approval workflows ■ Custom release dates to automate the process ➢ Documents of Record - Commendatory/derogatory document storage with routing/approval workflows ➢ Leader’s Notes - Journal for keeping notes on employees with ability to create structured templates (i.e. Field Training, Instructor Review). Notes can remain completely private or selectively be shared for feedback purposes. Examples of potential Leader’s Notes types: ■ Ad Hoc ■ Instructor Reviews DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 ■ Daily Observation Reports ■ Performance Improvement plans ■ Disciplinary action reports ➢ Analytics - Robust reporting and analytics capabilities of performance data. Includes overview of 360s, Relative Value over time, summary of awards, etc… ❖ Safety & Wellness: ➢ Personnel Directory ■ Load customizable internal/external support personnel’s bios, contact info, etc… ➢ Resources Library ■ Load customizable content related to safety/wellness including documents, videos, blogs, etc… ➢ Incidents. Customizable incident management tool designed for safety/wellness related incidents including but not limited to: ■ Use-of-force, pursuits, etc… ■ Critical incident (child fatality, mass casualty, etc…) ➢ Case Management. The capability of the system enables upload of unlimited attachments (images, documents, etc..) so leaders can build “case files” for incidents (i.e. vehicle accident). ■ Track light duty ■ Add notes, check-ins, additional points-of-contact ➢ Wellness profiles ■ View of an individual’s historical record of all incidents ➢ Statistics and Early Intervention page ■ Built-in analytics and reports page ➢ Critical Incident Stress Management Specialist Role. A role-based permission will enable certain individuals to view only critical incidents. This will support potential professionals from outside the agency to be alerted and track critical incidents. ➢ “PDF filler” integration ■ Incidents can be mapped to a designated PDF of the customers choice enabling auto-fill from the incident data. This often supports a particular state’s worker’s compensation report. ❖ Career Development tools: ➢ Qualifications can be used for task books, weapons/vehicle qualifications, etc.. ■ Customizable (upload department documentation) ■ Tracks expiration dates ■ Workflow supports in-progress check-offs, date/time stamps and supervisor approvals/rejections/reroutes ■ Posts to employee’s profile page and the organization roster ➢ Promotion eligibility tracker ■ Time-in-grade ➢ Retirement eligibility tracker ➢ Profile page shows a holistic view of performance along with an individual’s data. Including ■ Profile picture ■ Key data ■ Special teams and/or committees DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 ■ Awards ■ Education ■ Certifications (upload of source document) ■ Qualifications ■ Commendatory/Derogatory documents of record ■ 360 reviews ■ Logistics data (customizable) ● Recommended for tracking issued equipment, uniform sizes, etc… ■ Personal data (customizable) ● Recommended for tracking Emergency Contact information, children, etc… ■ Training data (customizable) ● Recommended for tracking events like Physical Agility tests, Driver’s License expirations, Weapons quals, etc.. ■ Rank history ■ Assignment history ❖ Integrations. Integrations will be provided at no additional cost. Requested integrations are dependent on the ability of the vendor to provide an API or CSV export of data. Application Service Agreement Pricing Description Users Price per User Annual Recurring Cost for The Initial Term* Non-Recurring Cost 1. Software Subscription License 150 $88.00 $13,200.00 2. Training $0 3. Tax $0 Annual Invoiced Cost: $13,200.00 *This will be the amount invoiced each year of the three-year Initial Term to the Customer as referenced in section 4 of the Personnel Technology, LLC (dba Essential Personnel) Hosted Application Services Agreement AND will be billed based on the total number of users. The total amount to be paid for the Initial Term shall be $13,200* DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Orange County, its officers, agents, and employees (Effective 05/26/2023). Provided, however, Orange County, its officers, agents, and employees is an additional insured only to the extent that liabilities fall within obligations of Personnel Technology, LLC to indemnify such additional insureds pursuant to a written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Liability is amended as follows: A.The following is added to Paragraph C. Who Is An Insured: 3.Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. POLICY NUMBER: HDG.BOP.22.AJMM-OTLI BUSINESSOWNERS BP 04 48 07 13 BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/26/2023 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Vouch Insurance Services, LLC 3739 Balboa St #1073 San Francisco, CA 94121 CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : State National Insurance Company 12831 INSURED Personnel Technology, LLC 1202 Yardley Ln Wilmington, NC 28412 INSURER B : United Specialty Insurance Company 12537 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 3 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/YYYY) LIMITS A COMMERCIAL GENERAL LIABILITY Y HDG.BOP.23.SDKH-374K 06-16-2023 06-16-2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $50,000 X Business Liability MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY EXCLUDED GEN’L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO-JECT LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Per Occurrence Limit $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE $ EXCESS LIAB AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Errors & Omissions Liability Cyber-First Party Cyber-Third Party Liability HDG.CEM.23.RXIU-3PU1 06-16-2023 06-16-2024 Policy Aggregate Limit: $1,000,000 Cyber Aggregate Limit: $1,000,000 Errors & Omissions Limit: $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insurer B: HDG.CEM.23.RXIU-3PU1, 06-16-2023 -06-16-2024 Policy Aggregate Limit of Liability: $500,000 Management Liability (D&O) Limit: $500,000 Additional Insured endorsement (BP 04 48) issued for: Orange County, its officers, agents and employees (effective 06/26/2023). Provided, however, Orange County, its officers, agents and employees are additional insureds only the extent that liabilities fall within obligations of Personnel Technology, LLC to indemnify such additional insured pursuant to a written agreement. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 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 John Wallace (415) 488-6728 cois@vouch.us Orange County 300 West Tryon St P.O. Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4 POLICY NUMBER: BUSINESSOWNERS HDG.BOP.23.SDKH-374K BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Orange County, its officers, agents and employees (effective 06/26/2023). Provided, however, Orange County, its officers, agents and employees are additional insureds only the extent that liabilities fall within obligations of Personnel Technology, LLC to indemnify such additional insured pursuant to a written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4