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HomeMy WebLinkAbout2025-657-E-Health Dept-Tego Data Security-Conduct HIPAA security risk analysisRevised 01/24 1 [Departmental Use Only] TITLE Tego Data Systems FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of October, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Tego Data Systems, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): HIPAA Security Risk Assessment and training. 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: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Conduct HIPAA security risk analysis and provide HIPAA Security Training as described in the attached Statement of Work, which is attached hereto as Attachment A. 4. Duration of Services a. Term. The term of this Agreement shall be from October 20, 2025 to June 30, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be October 20, 2025. 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 Eleven Thousand Five Hundred Dollars ($11,500.00). 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 (Ashley Rawlinson) 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 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 4 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. 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 Cyber Security (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 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 5 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 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 6 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 Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement 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. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 7 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. 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: Kimberlee Quatrone TEGO Data Systems, LLC P.O. Box 8181 1801 Glenwood Ave., #3 Hillsborough, NC 27278 Raleigh, NC 27608 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren By: __________________________________ Greg Mason, Vice President of Security, Audit and Compliance Printed Name and Title Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Tego Data Security, LLC Vendor Contact Person: Krista Lora Phone: 919-414-5343 Address: 1801 Glenwood Ave. #3 City Raleigh State: NC Zip: 27608 Department: Health Amount: $11,500 Purpose: Conduct HIPAA security risk analysis Budget Code(s): 10414020-630000-71466 Vendor # 67625 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 10/20/25 End Date 6/30/26 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 6/17/25); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the 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: 7A20BED7-118E-4E3E-832D-514C97AB6A49 10/17/2025 10/23/2025 10/27/2025 10/28/2025 10/28/2025 Professional Services Statement of Work Orange County Government HIPAA Security & Risk Assessment SOW # 5005 September 8, 2025 1 Attachment A Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work CONTENTS 1. GOALS AND OBJECTIVES 3 2. SERVICES 4 Statement of Work 4 Changes 5 Project Close 5 3. PRICING 5 4. ASSUMPTIONS 6 5. TEGO RESPONSIBILITIES 6 6. CUSTOMER RESPONSIBILITIES 6 7. LOCATION 7 8. SCHEDULING 7 9. ACCEPTANCE AND DELIVERABLE SCHEDULE 7 10. GENERAL TERMS AND CONDITIONS 7 11. EXHIBIT A PROJECT COMPLETION FORM 9 Orange County Government - Tego SOW 5005 2 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work DOCUMENT REVISION HISTORY Revisions Name Date Version Description Demetri Ballas 1/13/25 1.0 Initial Demetri Ballas 1/29/25 1.1 Updated to 1yr structure Daina Smith 9/8/2025 1.2 Updated date Orange County Government - Tego SOW 5005 3 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work 1. GOALS AND OBJECTIVES Orange County Government (“Customer”) has engaged Tego Data Systems LLC with a place of business at 1801 Glenwood Ave #3, Raleigh NC 27608 (“Tego”) to perform consulting services (“Services”) as described below. Customer and Tego may be referred to as the “Party” or collectively as the “Parties”. 2. SERVICES Tego, through its employees, shall provide to Orange County Government the services described as follows. HIPAA was enacted to ensure that patient medical data is safe and secure. Healthcare organizations (CEs) and their vendors/business associates (BAs) that handle sensitive patient data/ electronic Protected Health Information (ePHI) have stringent rules and regulations they must follow to be HIPAA compliant. Today, a HIPAA audit is the best way to ensure compliance with the law and for organizations to achieve peace of mind knowing their patients and customers are protected to the highest degree possible. North Carolina Health Departments maintain electronic Protected Health Information (ePHI) in multiple locations within their environment as a Covered Entity. This proposal includes the discovery and scoping of ePHI in the environment, assessment of administrative, physical and technical safeguards, technical vulnerability and compliance scans of the Health Department devices, identification and prioritization of HIPAA Security control gaps, compliance consulting to address the gaps and reporting. Reports include a Compliance Report and a risk-prioritized Management Plan. All work is completed by ISACA Cer tified Information Systems Auditors. Statement of Work Phase Activities Discovery ● Create Assessment Plan ● Coordinate Engagement CISA ● Schedule Kick-Off Call (Remote) Implementation Audit Activities ● Identify Security Officer/establish network access ● Interviews of Health Department and IT Department staff to obtain understanding of processes/procedures relating to HIPAA Privacy and Security (user onboarding/offboarding, system backups, incident management, etc.) ● Installation Scanning Appliance and Asset ○ Working with IT staff to set up and configure scanning tool ● Internal/External Vulnerability Scan ○ Performing HIPAA compliance mandate scans for system benchmarking ● Evidence Collection and review to determine status of HIPAA Privacy and Orange County Government - Tego SOW 5005 4 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work Security controls Report Generation ● Generation of risk prioritized management plan and HIPAA ● Compliance scan results for all health endpoints ● Summarize findings from Audit activities with Engagement CISA for the Health Department Present Reports ● Delivery and review of repor ts with Health Department and IT staff ● Consultation on gap remediation activities being performed by Health and IT staff ● HIPAA Security Training (optional, but recommended) Project Closure Changes Any changes or additions to the Services or Deliverables set for th in this SOW require, prior to the initiation of work effort being performed, a mutually executed Change Order describing the cost and schedule impact. Project Close ● Conduct a Project debrief with Customer with review of SOW and Deliverables ● Introduction to the Compliance Por tal used for updating control gaps and access to real-time reporting ● Review the Project Completion Form and obtain Customer’s signature, see Exhibit A 3. PRICING Total Cost for Section 2 / Services: $9,000.00 Annual HIPAA Security & Risk Assessment - $9,000.00 per year HIPAA Security Training (Recommended) - $2,500.00 Services Selection: ● Total Cost $9,000.00 HIPAA SRA only _____ (Initial) ● Total Cost $11,500.00 HIPAA SRA and HIPAA Security Training _____ (Initial) ○ If training is completed the same day as the onsite assessment a $400.00 discount will be applied. Services will be invoiced with NET 30 terms, plus applicable sales tax. If HIPAA Security Training is purchased, it will be included on the initial invoice. Orange County Government - Tego SOW 5005 5 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work 4. ASSUMPTIONS The project time estimates and associated fees quoted hereunder are based on the following assumptions and responsibilities. If there are material changes to any of the following during the execution of the Services, it may be necessary to negotiate appropriate adjustments to such Project time and/or fee estimates. In addition, if Customer is unresponsive or causes delays beyond a reasonable timeframe, Tego reserves the right to impose a reasonable rescheduling fee or other appropriate remedies to address the impact on the project timeline. ● Tego has made every attempt to accurately estimate time required to successfully complete the project. ● Prior to the start of Tego’s performance hereunder, Customer will provide the Tego Professional(s) assigned to the project with Customer’s email alias, instructions, and login credentials solely for use in connection with the Services. ● Tego is not responsible for delays in the Services caused by failures or delays in Customer’s systems, Customer’s personnel, or incorrect or insufficient data provided by Customer. ● Tego will not develop applications as a part of this Statement of Work. ● Tego Professional(s) shall not be asked to perform, nor volunteer to perform, engineering and/or consulting tasks that are outside their skill sets and experience. Tego Professional(s) have the right to decline a Service request if the request falls outside the scope of this Statement of Work. 5. TEGO RESPONSIBILITIES Provide professional, knowledgeable and qualified staff to deliver Services as described in this Statement of Work. 6. CUSTOMER RESPONSIBILITIES ● Customer will supply the necessary access to perform all necessary tasks. ● Provide Tego with detailed and accurate information to the extent necessary for Tego to perform the Services. ● Supply Tego with a professional workspace and necessary network access to provide the Services as needed. ● Grant access to Customer building(s) and room(s) as necessary to complete the Services. Orange County Government - Tego SOW 5005 6 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work ● Provide all hardware and/or software and licensing required to perform the Services, including ensuring that all wiring, hardware, and software required to perform the Services are in working order. ● Assign a point of contact for Tego during performance of the Services. 7. LOCATION This work is intended to be completed at customer address and/or remotely, if applicable. 8. SCHEDULING Scheduling for the Services and Deliverables will be discussed and mutually agreed upon by both Parties after the signed Statement of Work is received. The Customer agrees to actively participate and be responsive to communications, understanding that delays in response may result in schedule adjustments and potential additional costs. Communication regarding project scheduling, planning communication, and follow up questions can be directed to advisory@tegodata.com. 9. ACCEPTANCE AND DELIVERABLE SCHEDULE Acceptance occurs upon completion of the Services and delivery of any documentation or reports. Tego will invoice Customer for Services no later than ten (10) business days after providing the Deliverables to Customer. Completion Criteria: The project is considered complete when either: ● The Tego tasks described in this Statement of Work have been fulfilled, including delivery of the materials described in Section 2 “Deliverables”. ● Customer or Tego terminates the project in accordance with the terms and conditions of this Statement of Work. 10. GENERAL TERMS AND CONDITIONS This Statement of Work is subject to Tego’s Standard Services Agreement the terms and conditions at tegodata.com/standard-services-agreement Orange County Government - Tego SOW 5005 7 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work By signing this Statement of Work, the Customer acknowledges and accepts the terms and conditions of Tego’s Standard Services Agreement and the SOW. SIGNATURES Customer: Orange County Government Tego Data Systems, LLC Accepted by: Accepted by: Printed Name: Printed Name: Title: Title: Date: Date: Orange County Government - Tego SOW 5005 8 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 Tego Statement of Work 11. EXHIBIT A PROJECT COMPLETION FORM Project Information Project Name HIPAA Security & Risk Assessment SOW # 5005 Customer Orange County Government Project Start Date Project End Date Customer Contact Tego CISA Tego Account Manager Krista Lora Tego Project Manager Greg Manson Post-Delivery Documentation Document Name Date Due Date Delivered Additional Notes Customer: Orange County Government Tego Data Systems, LLC Accepted by: Accepted by: Printed Name: Printed Name: Title: Title: Date: Date: Signature of CUSTOMER confirms receipt of documentation, services identified in the project agreement were completed as requested, and the project is now considered closed. Please return signed Project Completion Form to salesops@tegodata.com Orange County Government - Tego SOW 5005 9 Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 1 July 2024 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is made effective the 18th day of September, 2025, by and between Orange County (“Covered Entity”), and Tego Data Systems, LLC, (“Business Associate”). Covered Entity and Business Associate may be referred herein individually as a “Party” or collectively as the “Parties”. This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), Public Law 111-5, known as “the Administrative Simplification Provisions,” direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services (“Secretary”) has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time (the “HIPAA Security and Privacy Rule”); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a “Business Associate” of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the “Service Agreement(s)”); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties’ continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: Tego Data Systems (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 2 July 2024 (c) Business Associate. Business Associate shall generally have the same meaning as the term Business Associate at 45 CF R160.103, and in reference to the party to this agreement, shall mean Tego Data Systems, LLC. (d) Covered Entity. Covered Entity shall generally have the same meaning as the term Covered Entity at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Orange County, North Carolina. (e) HIPAA Rules. HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. (f) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media (as defined in the HIPAA Security and Privacy Rule). (g) Protected Health Information. “Protected Health Information” shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation “Electronic Protected Health Information.” Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this Agreement. (h) Required by Law. “Required by Law” shall have the same meaning as the term in 45 CFR § 164.103. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPAA Rules applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Rules, Business Associate shall comply with the applicable provisions of the HIPAA Rules as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity’s policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by the Service Agreement(s), this Agreement or as Required by Law. This includes the implementation of physical, technical, and administrative safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Rules. The Business Associate shall maintain appropriate documentation of its compliance with the HIPAA Rules, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Information placed on any type of mobile media, including, but by no means limited to, laptop computers, tablets and mobile phones, is encrypted in accordance with guidance issued by the Department of Health and Human Services. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 3 July 2024 (d) Agents and Subcontractors. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate shall ensure that any agents or subcontractors that create receive, maintain, or transmit protected health information on behalf of the business associate agree by written contract to the same, or greater, restrictions, conditions, and requirements that apply to the Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees’ actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity’s breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach, provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity’s Privacy Officer (see Attachment A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of such discovery. For purposes of this Agreement, “Security Incident” means the attempted or success ful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 CFR 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity’s Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed regarding an Individual’s permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Department of Health and Human Services, will cooperate with any investigations and compliance reviews, permit access to information, and address any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business Associate’s information of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under Federal Electronic Transaction Rules. (j) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate’s compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity’s requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 4 July 2024 (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission’s Red Flag Rules. (l) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH § 13405(d) or the HIPAA Regulations; B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPAA Regulations; C. To the extent required under HITECH § 13404, fully comply with the applicable requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected Health Information; D. To the extent required under HITECH § 13401, fully comply with 45 CFR 164.308, 164.310, 164.312, and 164.316; E. To the extent required under HITECH §§ 13401 and 13404, comply with the additional privacy and security requirements that apply to Covered Entities in the same manner and to the same extent as Covered Entity is required to do so; and F. To the extent required under the HIPAA Regulations, comply with the privacy and security requirements that apply to Business Associates. (m) State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that such privacy laws are not preempted by HIPAA or HITECH. III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity described in the Service Agreement, provided that such use or disclosure would not violate the HIPAA Security and Privacy Rule if it were made by Covered Entity, or would not violate the Covered Entities minimum necessary policies. (b) Other Uses of Protected Health Information. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information within its workforce for the proper management and administration of Business Associate, and to carry out the legal responsibilities of the Business Associate, but not to include Marketing or Commercial Use; and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. Reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 5 July 2024 Business Associate of any instances of which it is aware in which the confidentiality , integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate’s affiliates or contractors except for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I (a) of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a new Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in complia nce with the requirements of the HIPAA Rules. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set, to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR 164.524 of the HIPAA Rules. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Rules at the request of Covered Entity or an individual, within ten (10) days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity’s policy regarding accounting of disclosures. (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the Notice of Privacy Practices that Covered Entity produces in accordance with 45 CFR 164.520, as well as any changes to that notice. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 6 July 2024 (b) Notice of Changes in Individual’s Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, if such changes affect Business Associate’s permitted or required uses. (c) Notice of Restriction in Individual’s Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR 164.522 to the extent that such restriction may affect Business Associate’s use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the HIPAA Rules. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has violated or will violate any material term of this Agreement. Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity may provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement and the Service Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. Covered Entity may report the violation to the Department of Health and Human Services. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, Business Associate, shall: A. if feasible, return (in a manner or process approved by the Covered Entity) or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub- contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii) extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 7 July 2024 (d) Survival. This obligations under this Section shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate’s breach of or failure to perform any its obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Rules will be adequate or satisfactory for Business Associate’s own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Rules, or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that the breach, or threatened breach, by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore, Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek injunctive relief to prevent Business Associate from commencing or continuing any action constituting such breach without having to post a bond or other security and without having to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (g) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPAA Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 8 July 2024 (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Rules means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. The parties agree that, if any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate’s use and disclosure of Protected Health Information. (l) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Rules, such party shall notify the other party in writing. For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Rules, then either party has the right to terminate upon written notice to the other party. (m) Notices and Communications. All instructions, notices, consents, demands, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered to the Party at the address below: For Covered Entity: For Business Associate: Orange County Health Department Tego Data Systems, LLC 300 West Tryon Street 1801 Glenwood Ave., #3 Hillsborough, NC 27278 Raleigh, NC 27608 Attn: Ashley Rawlinson (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at var iance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party’s right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principles of conflicts of law. Jurisdiction shall be Orange County, Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 9 July 2024 North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By:_________________________________ By:___________________________________ Title:________________________________ Title:__________________________________ Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 10/14/2025Orange County Health Director 10 July 2024 ATTACHMENT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach, Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident (as defined in the Agreement), Business Associate should contact Ashley Rawlinson (919-245-2440), or the Security Officer at The Orange County Health Department. Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/16/2025 (252) 451-9400 20699 Tego Data Systems, LLC PO Box 6488 Raleigh, NC 27628 22357 12572 16188 A 1,000,000 X D95885998 2/18/2025 2/18/2026 1,000,000 5,000 1,000,000 2,000,000 2,000,000 X Privacy Liability & Data Breach 1,000,000B 22UECAE0731 12/28/2024 12/28/2025 5,000,000A D95886000 2/18/2025 2/18/2026 5,000,000 0 C Crime B 6065825 6/22/2025 Employee Theft 500,000 D Cyber / Professional AB664962001 2/18/2025 2/18/2026 Aggregate 5,000,000 Orange County, its officers, agents and employees are designated as additionally insured. Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 TEGODAT-01 JCOLLINSJHA Oakbridge Insurance Agency 950 Country Club Road Rocky Mount, NC 27804 Brittany Taylor btaylor@jharm.com ACE Property & Casualty Ins Co Hartford Accident & Indemnity Co Selective Insurance Company Of America Trisura Specialty Insurance Company 6/22/2026 X X X X X X X X Docusign Envelope ID: 7A20BED7-118E-4E3E-832D-514C97AB6A49