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HomeMy WebLinkAbout2025-481-E-Civil Rights & Civic Life Dept-Panoramic Software-Veterans Services Credentialing Platform Contract (VetPro)Revised 01/24 1 [Departmental Use Only] TITLE VetPro Services FY 2024-25 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), and Panoramic Software Inc (the "Provider"). W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services set out below to the County in accordance with the terms of this Agreement, time being of the essence. The services or materials or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Provision of a single-user license for the VetPro software platform, to be used by the Orange County Veterans Services Officer for securely managing and verifying professional credentials of service providers supporting veterans. Services include initial system access, user setup, training support, and standard technical assistance. The term of this agreement rendered shall be from 6/26/2025 to 6/30/2026. 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 to the satisfaction of the County. Provider shall be responsible for all errors or omissions, 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Four Hundred and Ninety-Five Dollars, ($495.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2. Non–waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider’s acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Revised 01/24 2 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 be designated here (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. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 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. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 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. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. 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 anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement 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. 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. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Revised 01/24 3 9. Third Party Beneficiaries: There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 10. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible f or its own costs and fees, including attorneys’ fees. 11. 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. IN WITNESS WHEREOF, this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. P.O. Box 8181 Hillsborough, NC 27278 Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Financial Director Revised 01/24 4 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Panoramic Software Inc Vendor Contact Person: Britt Brown Phone: (949) 496-4236 Address: 32932 Pacific Coast Highway #14-482 City Dana Point State: CA Zip: 92629 Department: Office of Civil Rights & Civic Life Amount: $495.00 Purpose: Veterans Services Credentialing Platform Contract (VetPro) Budget Code(s): 10460020-630000-71302 Vendor # 69037 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 6/26/2025 End Date 6/30/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE 7/7/2025 7/16/2025 8/4/2025 8/4/2025 8/4/2025 Revised 01/24 5 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE 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 SUBRWVDADDLINSD 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 Hillsborough, NC 27278 P.O. Box 8181 300 West Tryon Street Orange County Additional Insured(s): Orange County, its officers, agents, and employees are designated as additionally insured. (see endorsement SB300113D) Waiver of Subrogation is included on the policy. (see endorsement SB146932G part H) This policy is Primary and non-contributory. (see endorsement SB146932G part C, 1.a 5,000,000Policy Aggregate Liab 2,000,000Each Claim Lmt of Liab 9/1/20259/1/2024W300D6230301YProf Liability & Cyber (Technology E&O)D 1,000,000 8/21/20258/21/2024B7038511280YYE 2,000,000 4,000,000 1,000,000 10,000 1,000,000 2,000,000 8/21/20258/21/2024B7038511280YYE 20508Valley Forge Insurance Company AA1126623Lloyd's 21709Truck Insurance Exchange 21652Farmers Insurance Exchange 21687Mid Century Insurance Company Dana Point, CA 92629 32932 Pacific Coast Hwy #14-482 Panoramic Software Inc lisa@lisanewellinsurance.com (949)487-5468(949)487-5487 Lisa Newell License #:0736842 San Clemente, CA 92673 940 Calle Negocio Suite 220 LISA NEWELL INS AGENCY 5/12/2025 Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE 05/13/2025 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A N 09/01/2024 07/01/2025 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: PANORAMIC SOFTWARE CORPORATION 32932 PACIFIC COAST HIGHWAY 14-482 Dana Point, CA 926290000 WC 069369152 CAX All worksite employees working for PANORAMIC SOFTWARE CORPORATION paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER OF SUBROGATION IN FAVOR OF Orange County, its officers, agents and employees AS RESPECTS OF JOB PERFORMED BY PANORAMIC SOFTWARE CORPORATION AS REQUIRED BY WRITTEN CONTRACT. Orange County 300 West Tyron Street PO Box 8181 Hillsborough, NC 27278 X Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE WAIVER OF SUBROGATION IN FAVOR OF Orange County, its officers, agents and employees AS RESPECTS OF JOB PERFORMED BY PANORAMIC SOFTWARE CORPORATION AS REQUIRED BY WRITTEN CONTRACT. Orange County 300 West Tyron Street PO Box 8181 Hillsborough, NC 27278 09/01/2024 WC 069369152 CA AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: PANORAMIC SOFTWARE CORPORATION 32932 PACIFIC COAST HIGHWAY 14-482 Dana Point, CA 926290000 Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Orange County, its officers, agents, and employees are designated as additionally insured. Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE F00731 022019 ed. Page 23 of 24 Subrogation If any payment is made under this Policy and there is available to the Underwriters any of the Insured’s rights of recovery against any other party,then the Underwriters will maintain all such rights of recovery.The Insured will do whatever is reasonably necessary to secure such rights and will not do anything after an incident or event giving rise to a Claim or Loss to prejudice such rights.If the Insured has waived its right to subrogate against a third party through written agreement made before an incident or event giving rise to a Claim or Loss has occurred,then the Underwriters waive their rights to subrogation against such third party.Any recoveries will be applied first to subrogation expenses,second to Loss paid by the Underwriters,and lastly to the Retention. Any additional amounts recovered will be paid to the Named Insured. Other Insurance The insurance under this Policy will apply in excess of any other valid and collectible insurance available to any Insured unless such other insurance is written only as specific excess insurance over this Policy.Provided,however,this Policy will become primary and non-contributory insurance as respects any insurance maintained by an Additional Insured if primary insurance is required by a contract in place between the Additional Insured and the Insured Organization,but only with respect to any Claim arising solely from the Media, Tech, Data & Network Liability insuring agreements. Action Against the Underwriters No action will lie against the Underwriters or the Underwriters'representatives unless and until,as a condition precedent thereto,the Insured has fully complied with all provisions, terms and conditions of this Policy and the amount of the Insured’s obligation to pay has been finally determined either by judgment or award against the Insured after trial, regulatory proceeding,arbitration or by written agreement of the Insured,the claimant, and the Underwriters. No person or organization will have the right under this Policy to join the Underwriters as a party to an action or other proceeding against the Insured to determine the Insured’s liability,nor will the Underwriters be impleaded by the Insured or the Insured’s legal representative. The Insured’s bankruptcy or insolvency of the Insured’s estate will not relieve the Underwriters of their obligations hereunder. Entire Agreement By acceptance of the Policy,all Insureds agree that this Policy embodies all agreements between the Underwriters and the Insured relating to this Policy.Notice to any agent,or knowledge possessed by any agent or by any other person,will not effect a waiver or a change in any part of this Policy or stop the Underwriters from asserting any right under the terms of this Policy;nor will the terms of this Policy be waived or changed,except by endorsement issued to form a part of this Policy signed by the Underwriters. Mergers or Consolidations If during the Policy Period the Named Insured consolidates or merges with or is acquired by another entity,or sells more than 50%of its assets to another entity,then this Policy will continue to remain in effect through the end of the Policy Period,but only with respect to events,acts or incidents that occur prior to such consolidation,merger or acquisition.There will be no coverage provided by this Policy for any other Claim or Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE June 12, 2025 Quote Orange County NC To: Salesperson Job Shipping Method Shipping Terms Delivery Date Payment Terms Due Date JH Net 30 After 90 Day Trial Qty Item #Description Custom Column Unit Price Discount Line Total 1.00 VetPro Software User Licenses 495.00$ 495.00$ 1.00 Application Setup Fee Waived - - Cost is annual and includes all customer support, training, onboarding and app set up. Total Discount Subtotal 495.00$ Sales Tax Total 495.00$ Logo placeholder is in this cell.Quote Panoramic Software Inc.Date: Invoice #: Customer ID: 300 West Tryon St Hillsborough, NC 27278 (919) 245-2890 32932 Pacific Coast Highway #14-482, Dana Point, CA 92629 Orange County NC Attn: Brynn Schreiner Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE 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: Panoramic Software Corp Solution under consideration: VetPro Department(s) served: Veteran Services 1. Who owns the data created by County personnel using this service? The data is owned by the County that contracted our services. 2. Does the Cloud contractually allow the County to access and retrieve its data at the County’s discretion? Yes If No, Explain: Click here to enter text. 3. Is the Cloud provider contractually obligated to dispose, return or retrieve data in the event of contract termination? Yes If No, Explain: Click here to enter text. 4. Upon such provision of data, is the Cloud provider obligated to specify data format and all information necessary for data extraction? Yes If No, Explain: Click here to enter text. 5. Is the Cloud provider obligated to destroy all copies of County data, at the County’s request? Yes If No, Explain: Click here to enter text. 6. What are the Cloud provider’s obligation to the County in the event of confirmed or suspected data breaches? Should there be a data breach, it is our policy to notify the County within 72 hours. 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? Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE Yes If No, Explain: Click here to enter text. 8. What are the Cloud provider’s contractual obligations with respect to litigation holds on County data? VetPro will not respond to subpoenas, service of process, litigation holds and other legal requests related to the County without first notifying the County. Upon request by the County, VetPro must provide to the County, its proposed response to the third-party request with adequate time for the State to review, and, as it deems necessary, to revise the response, object, or take other action. 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? VetPro will not respond to subpoenas, service of process, litigation holds and other legal requests related to the County without first notifying the County. Upon request by the County, VetPro must provide to the County, its proposed response to the third-party request with adequate time for the State to review, and, as it deems necessary, to revise the response, object, or take other action. 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? Yes If No, Explain: Click here to enter text. 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? No If No, Explain: Our infrastructure is built in the AWS cloud. 3rd party reports on their security practices and infrastructure are available upon request, however Amazon does not allow on-site inspection. 12. Does the contract obligate the Cloud provider to provide security documentation upon request by the County? Yes If No, Explain: Click here to enter text. 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? Yes Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE If No, Explain: Click here to enter text. 14. Explain the contractually obligated service level parameters, minimum levels, specific remedies and penalties for non-compliance for: 1) Uptime 99.9% 2) Performance and response time:< 2seconds 3) Error correction time: VetPro will comply with your contractual requirements 4) infrastructure and security: VetPro will comply with your contractual requirements 15. Does the contractually defined Service Level Agreement define pertinent terms such as downtime, scheduled downtime, etc…? Yes If No, Explain: Click here to enter text. 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? Yes If No, Explain: Click here to enter text. 17. Does the contract require the cloud vendor to notify the County of any outsourced functionality and its provider? Yes If No, Explain: Click here to enter text. 18. What are the contractually required notification period for the County or the cloud vendor for termination of the cloud services? Our standard contract states that you may cancel anytime, and you will still have access to the app through to the end of your billing cycle. 19. Describe how the County’s data will be stored, managed and archived. VetPro secures all data in transit and at rest. We use AES 256 encryption for stored data. Uploaded files are virus scanned and then stored using this encryption. AWS hardware security modules, used by VetPro, have been validated under FIPS 140-2. 20. Will the County’s data be stored and managed on a storage system with other data? Yes If Yes, Explain: Each county’s data is stored separately in its own database. All uploaded documents are also stored separate from other counties in a dedicated location in the cloud. 21. At what architectural point in the provider’s cloud facility will the County’s data be Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE physically connected to networking equipment with non-County data? There is no point in the architectural structure where the county app would be connected to any data that does not belong to the county. 22. What are the cloud provider’s information security policies? See attached Vetpro-SecurityArchitecturePolicy.pdf. 23. What are the cloud provider’s incident management and reporting policies? See attached VetPro-SecurityIncidentResponse.pdf. 24. What is the process by which the cloud provider updates policies and informs customers? A review of our documentation is done annually, and updates are made when changes occur. Customers are notified according to their individual requirements stipulated in their contracts. 25. What is the basic architecture of the cloud provider’s network security? (overall design, zones, filters, firewalls, VLANs, protocols, standards) See attached VetPro-InfrastructureDiagram.png. 26. What security measures does the cloud provider use in data storage, transit and use? See attached VetPro-SecurityArchitecturePolicy.pdf. 27. What encryption technologies does the cloud provider use in data management? See attached VetPro-EncryptionPolicy.pdf. 28. How are access rights managed by the cloud provider for their employees, contractors and other persons? See attached VetPro-UserAccountAdministration.pdf. 29. What methods does the cloud provider use to destroy information, when so authorized? See attached VetPro-DataRetentionPolicy.pdf. 30. What is the cloud provider’s patch management policy/methods? We manage the patching and service packs for our servers using AWS Systems Manager. Updates are pushed out to our servers during evening hours, as needed. One of our trained professionals reviews our servers once a month to ensure software is up to date. 31. How does the cloud provider defend against malware, including but not limited to viruses, bots, spyware, spam, phishing and pharming? See attached VetPro-ApplicationSecurityPolicy.pdf. 32. What system hardening strategies are employed by the cloud provider? See attached VetPro-ApplicationSecurityPolicy.pdf. 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? Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE See attached VetPro-ApplicationSecurityPolicy.pdf. 34. What technologies and methods does the cloud vendor provide for strong authentication? See attached VetPro-ApplicationAuthenticationProtocol.pdf. 35. Provide any other comments and explanations: Click here to enter text. Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE 07/30/2025 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A N 07/01/2025 07/01/2026 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: PANORAMIC SOFTWARE CORPORATION 32932 PACIFIC COAST HIGHWAY 14-482 Dana Point, CA 926290000 WC 063536035 CAX All worksite employees working for PANORAMIC SOFTWARE CORPORATION paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER OF SUBROGATION IN FAVOR OF Orange County AS RESPECTS OF JOB PERFORMED BY PANORAMIC SOFTWARE CORPORATION AS REQUIRED BY WRITTEN CONTRACT. Orange County 300 West Tyron Street PO Box 8181 Hillsborough, NC 27278 X Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE WAIVER OF SUBROGATION IN FAVOR OF Orange County AS RESPECTS OF JOB PERFORMED BY PANORAMIC SOFTWARE CORPORATION AS REQUIRED BY WRITTEN CONTRACT. Orange County 300 West Tyron Street PO Box 8181 Hillsborough, NC 27278 07/01/2025 WC 063536035 CA AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: PANORAMIC SOFTWARE CORPORATION 32932 PACIFIC COAST HIGHWAY 14-482 Dana Point, CA 926290000 Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE