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HomeMy WebLinkAbout2023-520-E-Visitors Brueau-PhotoShelter-Digital asset management platformRevised 04/23 1 [Departmental Use Only] TITLE PhotosShelter FY 2023-2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this thirtieth day of August, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and PhotoSehlter, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Cloud based digital asset management platform licensing agreement 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: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit A 4. Duration of Services a. Term. The term of this Agreement shall be from September 21, 2023 to September 21, 2024. 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 September 21, 2023. 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 seven thousand seven hundred and sixteen Dollars ($7,716.00). 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 (Laurie Paolicelli) 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: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 5 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 6 is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 7 i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Laurie Paolicelli/CHOCVB PhotoShelter, Inc. P.O. Box 8181 111 Broadway, 19th Floor Hillsborough, NC 27278 New York, NY 10006 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Meaghan Carey, VP Sales Printed Name and Title DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 8/31/20239/26/2023 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: PhotoShelter, Inc. Vendor Contact Person: Natalie Makos Phone: 212-206-0808 Address: 111 Broadway, 19th Floor City New York State: NY Zip: 10006 Department: Econ.Dev/Visitors Bureau Amount: $7,716.00 Purpose: Digital asset management platform Budget Code(s): 37600520-620000 Vendor # 65804 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 09/21/23 End Date 09/21/24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 8/31/2023 9/11/2023 9/22/2023 9/25/2023 9/26/2023 Revised 04/23 10 DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 PhotoShelter, Inc. 111 Broadway, 19th Floor, New York, NY 10006 brandssupport@photoshelter.com 212-206-0808 Quote #:Q009231 Creation Date:August, 30 2023 Expiration Date:September, 21 2023 BILLED TO SOLD TO Hannah Hemphill Visit Chapel Hill 308 W Franklin St Chapel Hill, North Carolina 27516 hhemphill@orangecountync.gov Tina Fuller Visit Chapel Hill 308 W Franklin St Chapel Hill, North Carolina 27516 tifuller@visitchapelhill.org SUBSCRIPTIONS Product Charge Type Period Quantity Editor Seat Recurring Annual 2 GB Storage Recurring Annual 750 Base Subscription Product - 1 Admin Recurring Annual 1 Recurring Subtotal: $7,716.00 Exhibit A DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 TERMS Recurring Total $ 7,716.00 Total Contract Value $ 7,716.00 Start Date September, 21 2023 Payment Terms Net 30 Renewal Term: 1 Year The term of this Order Form shall automatically renew for equivalent to the length of the Initial Term unless either party provides written notice of its intent to not renew at least thirty (30) days prior to the end of the then-current term. Client may terminate their account at any time by notifying PhotoShelter at . InAll fees are non-refundable.brandssupport@photoshelter.com all cases, Client will remain obligated to pay any fees for any Services or additional resources incurred prior to termination. In the event of any outstanding unpaid balance in this account upon such termination, Client shall promptly remit such outstanding amounts to PhotoShelter upon termination. In witness whereof, the parties hereto have caused this order form and the Libris by to be executed by theirPhotoShelter Terms of Service duly authorized officers or representatives as of the Effective Date by signature below: Customer PhotoShelter (Authorized Signature) (Authorized Signature) (Printed Name) (Printed Name) (Title) (Title) (Date) (Date) DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 DocuSign Envelope ID: 576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F Cloud Service Questionnaire This questionnaire is to be used to assess security and legal issues surrounding cloud services under consideration for Orange County. For this questionnaire, cloud services are any services requiring storage of County data outside the County network or provision of computing resources outside of the County network. Vendor under consideration: PhotoShelter for Brands Solution under consideration: Photo, video and creative design file storage and sharing Department(s) served: Economic Development/Visitors Bureau 1.Who owns the data created by County personnel using this service? a.Chapel Hill/Orange County Visitors Bureau 2.Does the Cloud contractually allow the County to access and retrieve its data at the County’s discretion? a.Yes If No, Explain: 3.Is the Cloud provider contractually obligated to dispose, return or retrieve data in the event of contract termination? a.Yes If No, Explain: 4.Upon such provision of data, is the Cloud provider obligated to specify data format and all information necessary for data extraction? a.Yes. If No, Explain: 5.Is the Cloud provider obligated to destroy all copies of County data, at the County’s request? a.Yes If No, Explain: 6.What are the Cloud provider’s obligation to the County in the event of confirmed or suspected data breaches? a.In 15+ years, PhotoShelter has never seen a successful DDOS attack or loss of a single bit of data, but in the case that something would happen, PhotoShelter follows the SANS incident response program, and clients notified as soon as a breach would be discovered. DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 DocuSign Envelope ID: 576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F 7. Is the Cloud provider obligated to inform the County of all locations in which the data is stored (including backups) and to continually keep the County informed of any changes to those locations? a. Yes If No, Explain: 8. What are the Cloud provider’s contractual obligations with respect to litigation holds on County data? a. We don’t hold our client data hostage. At any point the County will be able to pull down your files. 9. What are the Cloud provider’s contractual prohibitions on disclosing data to individuals, groups or organizations making record requests, unless so directed by an authorized County official? a. PhotoShelter does not release any client data to anyone outside of the client organization. 10. Does the contract obligate the Cloud provider to allow third-party audits and/or certifications related to infrastructure and security, including penetration testing and vulnerability assessment, as requested by the County? a. No. If No, Explain: Not contractually. Regarding the security of the system, we already employ two separate outside scanning vendors called Comodo and Nessus. These two services scan our system both daily and monthly for vulnerabilities at the OS, Network, and Application levels as well as across our two data centers and corporate environment. PhotoShelter could happily provide a copy of the latest certification. 11. Does the contract obligate the Cloud provider to allow third party onsite inspections of the Cloud provider’s infrastructure and security practices on a specified basis? a. No. If No, Explain: Not contractually. We also would consider this to be a security risk to the infrastructure. The two datacenters - one with Tel’x in the Google Building in New York and one on the West Coast with Layer42 in Santa Clara - have state-- of--the--art security including 24x7 guards, video surveillance, biometric entry systems and servers housed in cages under lock and key. Take a tour of our infrastructure with our VP of Network Operations: https://stories.photoshelter.com/behind-the-scenes-with-libris-powering-a-secure- reliable-network/ 12. Does the contract obligate the Cloud provider to provide security documentation upon DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 DocuSign Envelope ID: 576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F request by the County? a. No. If No, Explain: Not contractually, but we’re happy to provide. See security attachment. 13. Does the contract obligate the Cloud provider to supply the County with the provider’s performance records, including access to daily and weekly service quality statistics? a. No. If No, Explain: Not Contractually, but we’re very transparent. Real-time stats here: http://photoshelter.status.io/ 14. Explain the contractually obligated service level parameters, minimum levels, specific remedies and penalties for non-compliance for: 1) Uptime: 2) Performance and response time: 3) Error correction time: 4) infrastructure and security: **SEE #15 Below** 15. Does the contractually defined Service Level Agreement define pertinent terms such as downtime, scheduled downtime, etc.? a. No. If No, Explain: At the level of service the County Visitors Bureau is choosing, there is not a defined SLA in place. Those guarantees are typically reserved for enterprise clients who are paying us $20,000+ annually. 16. Does the contract specify minimum disaster recovery and business continuity requirements, including penalties for non-compliance, as discovered through onsite inspections, audits or actual disasters? a. No. If No, Explain: Not contractually. But we do employ best of breed technology and practices that address these concerns. 17. Does the contract require the cloud vendor to notify the County of any outsourced functionality and its provider? a. No If No, Explain: Not contractually, but there are no third-party dependencies for storage/hosting. The only third-party integration is with the Adobe Creative Cloud, which the County Visitors Bureau isn’t using. DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 DocuSign Envelope ID: 576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F 18. What are the contractually required notification period for the County or the cloud vendor for termination of the cloud services? a. 30 Days written notice from term date. 19. Describe how the County’s data will be stored, managed and archived. a. PhotoShelter employs the best-of-breed technology platforms at every security layer— from firewalls and access-management to intrusion detection, and is working with industry leaders like Norse Corp on next-generation security platforms. In over 12 years of managing our own proprietary cloud-based platform, our system has proven its reliability with a track record of greater than 99.9% uptime with several petabytes of data being managed which includes multiple replicas of over 285 million images and more than 5 million new professional grade images monthly. We have 100% durability and have not lost a single bit of data in 10 years. Regarding the security of the system, we employ two separate outside scanning vendors called Comodo and Nessus. These two services scan our system both daily and monthly for vulnerabilities at the OS, Network, and Application levels as well as across our two data centers and corporate environment. We have two primary data centers — one with Tel’x in the Google Building in New York and one on the West Coast with Layer42 in Santa Clara. Both facilities have state-of-the-art security including 24x7 guards, video surveillance, biometric entry systems and servers housed in cages under lock and key. The system has built-in redundancy such that replicas of all data/media assets exist on both the East and West Coast, enabling complete fail over to the opposite coast in the event of an emergency. We have passed rigorous security audits from highly scrutinizing clients, including government entities like the New York City Mayor’s Office. Our Chief Scientist is also the founder of a recognized computer security firm, while our VP of Network Operations was the former “Chief Network Paranoid” at Yahoo. 20. Will the County’s data be stored and managed on a storage system with other data? a. Yes If Yes, Explain: The County will not get its own dedicated server, but the data of every 1,100 PhotoShelter clients is partitioned completely separate from each other. Every file uploaded will be duplicated across our data centers for a total of 4 redundant copies. 21. At what architectural point in the provider’s cloud facility will the County’s data be physically connected to networking equipment with non-County data? a. None. 22. What are the cloud provider’s information security policies? a. As a private company, we do not disclose this level of detail for security purposes as this would expose proprietary information and open us to unwarranted risk. Please refer to our Security Overview for additional information (see attached). 23. What are the cloud provider’s incident management and reporting policies? a. PhotoShelter follows the SANS incident response program, and clients notified as soon as a breach would be discovered. In 15+ years, PhotoShelter has never seen a successful DDOS attack or loss of a single bit of data. DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 DocuSign Envelope ID: 576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F 24. What is the process by which the cloud provider updates policies and informs customers? a. PhotoShelter clients are typically notified by email in advance of specific policies taking effect and the date of adoption. 25. What is the basic architecture of the cloud provider’s network security? (overall design, zones, filters, firewalls, VLANs, protocols, standards) a. Please see the data diagram (see attachment). 26. What security measures does the cloud provider use in data storage, transit and use? a. PhotoShelter uses AES256*2 encryption for static data and TLS1.2+ for data in transit. 27. What encryption technologies does the cloud provider use in data management? a) PhotoShelter uses AES256*2 encryption for static data and TLS1.2+ for data in transit. 28. How are access rights managed by the cloud provider for their employees, contractors and other persons? a. PhotoShelter has policies in place that once signed on as a client, no one from PhotoShelter accesses client data unless there’s been permission from a member of the client org. Normally, this is in cases of support, training, etc. 29. What methods does the cloud provider use to destroy information, when so authorized? a. Data is permanently wiped from our system 45 days after the end date of a contract. 30. What is the cloud provider’s patch management policy/methods? a. Updates, bug fixes, etc., are rolled out in real-time as they are discovered and addressed. 31. How does the cloud provider defend against malware, including but not limited to viruses, bots, spyware, spam, phishing and pharming? a. Regular scans with Malware detection software. In 15+ years, PhotoShelter has never experienced a successful DDOS attack or penetration of our infrastructure. 32. What system hardening strategies are employed by the cloud provider? a. PhotoShelter employs a defense-in-depth strategy for system hardening — running a custom linux deployment that boots with zero services enabled. Via automation, individual services are enabled, firewalled, and permitted in a least-privilege model. 33. How does the cloud provider perform security testing, including logging, correlation, intrusion detection, intrusion prevention, file integrity monitoring, time synchronization, security assessments, penetration testing? a. PhotoShelter employs the best-of-breed technology platforms at every security layer from firewalls and access-management to intrusion detection, and we are working with industry leaders like Norse Corp on next-generation security platforms. In over 12 years of managing our own proprietary cloud-based platform, our system has proven its reliability with a track record of greater than 99.9% uptime with several petabytes of data being managed — which includes multiple replicas of over 285 million images and more than 5 million new professional grade images monthly. We have 100% durability and have not lost a single bit of data in 10 years. Regarding the security of the system, we employ DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 DocuSign Envelope ID: 576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F two separate outside scanning vendors called Comodo and Nessus. These two services scan our system both daily and monthly for vulnerabilities at the OS, Network, and Application levels as well as across our two data centers and corporate environment. 34.What technologies and methods does the cloud vendor provide for strong authentication? a)We have the ability to implement Single Sign-On should the County decide to go with an alternate authentication method other than email/password within the PhotoShelter address book. PhotoShelter adheres to SAML2, the identity provider protocol we support. 35.Provide any other comments and explanations: DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876 07/03/2023 Sequoia Benefits & Insurance Services, LLC 1850 Gateway Drive, Suite 700 San Mateo CA 94404 Certificate Request (650) 369-0200 (650) 369-0201 certificaterequest@sequoia.com Photoshelter, Inc., Photoshelter Parent LLC, and Socialie Apps LLC 111 Broadway, Suite 1900 New York NY 10006 Travelers Property Casualty of America 25674 Travelers/Charter Oak Fire Ins Co 25615 Travelers Indemnity Co 25658 23-24 LIAB A ZPP41N41176 07/01/2023 07/01/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 B BA3S536049 07/01/2023 07/01/2024 1,000,000 C 10,000 CUP3S53829A 07/01/2023 07/01/2024 2,000,000 2,000,000 Written through Sequoia One A Blanket Business Personal Property ZPP41N41176 07/01/2023 07/01/2024 Limit $1,819,125 Deductible $1,000 Evidence of Insurance Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: A0C7375C-1E9C-4913-9D61-A5E31E833876