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HomeMy WebLinkAbout2012-291 IT - Secure Enterprises for PCI Compliance Audit $10.920 2aI� - � 9l [Departmental Use Only] TITLE Security Assessment FY 2012 NORTH CAROLINA CONSULTING SERVICES AGREEMENT ORANGE COUNTY This Agreement, made and entered into this 24th day of July, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Secure Enterprises Computing, Inc., (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project): PCI review and gap analysis. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission Revised July 2012 1 of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant 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. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant 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 Consultant. 2.2.7 Consultant agrees that Consultant and its employees and subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Consultant's services under this Agreement. 2.2.8 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/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. ARTICLE 3 BASIC SERVICES 3.1 Basic Services. The Consultant shall perform as Basic Services the work and services described herein and as specified in the Consultant's Proposal dated June 21, 2012 which is fully incorporated and integrated herein by reference. ARTICLE 4 DURATION OF SERVICES 4.1 Term. 4.1.1 The term of this Agreement shall be from 8/13/2012 to 9/15/2012 Revised July 2012 2 4.1.2 The Commencement Date for the Consultant's Basic Services shall be 8/13/2012. 4.2 Scheduling of Services. 4.2.1 The Consultant shall schedule and perform his activities in a timely manner. 4.2.2 Should the County determine that the Consultant is behind schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services. The maximum amount payable for Basic Services shall not exceed Ten Thousand Nine Hundred and Twenty Dollars ($10,920). Payment for Basic Services shall become due and payable within thirty (30) days of Consultant properly invoicing County. Payment shall be subject to provisions of Section 5.2. 5.2 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 Consultant 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. 5.3 Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Consultant unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination. The County has designated Todd E Jones, Chief Information Officer to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. ARTICLE 7 INSURANCE 7.1 General Requirements 7.1.1 The Consultant shall purchase and maintain and shall cause each of his Consultants to purchase and maintain, during the period of performance of this Agreement, insurance for protection from claims under workers' or workmen's compensation acts; Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof, Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and Professional Liability Insurance, covering Revised July 2012 3 personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Consultant or his agents, Consultants and employees. 7.1.2 The minimum insurance rating for any company insuring the Consultant shall be Best's A-. If the Consultant does not meet the insurance requirements, it is suggested that the County's Risk Manager be consulted prior to finalizing this Agreement. 7.2 Limits of Coverage 7.2.1 Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A- Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee • Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit$500,000 • Professional Liability $1,000,000 7.2.2 All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides that the County shall receive not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 7.3 Indemnity. The Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to: (a)the Proposal, Statement of Work, services, content or deliverables provided by the Consultant hereunder(b)the negligent or wrongful, intentional acts, omission or errors of the Consultant, its employees or subcontractors, if any, (c) alleged or actual violations by Consultant, its employees, agents or representatives of any governmental law, rule, ordinance, resolution, requirement, mandate, or regulation; (d) fraud committed on part of Consultant, its employees, agents or representatives (e) actual or alleged infringement or violation of any intellectual property right, including, without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar proprietary rights, or any violation of any third party rights based upon any deliverables, information, materials, reports furnished by Consultant to the County and its use thereof by the County; and/or (f) any third party claims arising out of Consultant's representations, warranties, covenants, or other obligations relating to security, information protection, data encryption, confidentiality or other information stated in the Consultant's Proposal, 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 Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT Revised July 2012 4 8.1 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 Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination. This Agreement may be terminated by either party upon seven (7) days prior written notice. 9.2 Compensation After Termination 9.2.1 In the event of termination, the Consultant 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 Consultant. 9.2.2 Should this Agreement be terminated, the Consultant 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. 9.3 Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant 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. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Limitation and Assignment. The County and the Consultant each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.2 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. 10.3 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. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 10.4 Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by Revised July 2012 5 mmm� written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.5 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. 10.6 Ownership of Work Product. Should Consultant'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 Consultant. 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. 10.7 Public Records. Consultant acknowledges that this Agreement and any documents, memorandum, data, reports, analyses, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public Records Law. Customer will provide Consultant with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of the Consultant's confidential and proprietary information consistent with all applicable laws and regulations. In the event Consultant objects to the disclosure of any information, Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the County's failure to disclosure the records requested. 10.8 Non-Appropriation. Consultant 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 and 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 Consultant of the unavailability and 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, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/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 Consultant of such limitation or change in County's legal authority. 10.9 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 Consultant's Name&Address Attention: Todd E. Jones Secure Enterprises Computing, Inc. P.O. Box 8181 Attn. Justin Smith Hillsborough,NC 27278 909 Aviation Parkway, Suite 600 Morrisville,NC 27560 Revised July 2012 6 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/25/2012 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Lee Hargrove Professional Service Associates, LLC aONN E�e; 919.235.4530 acN,;866.889.2956 P.O. Box 20102 AIL ADDRESS: Raleigh, NC 27619-0102 INSURER(S)AFFORDING COVERAGE NAK:# Lee Hargrove INSURER A: Travelers Casualty Ins Co Amer 19046 INSURED SECURE ENTERPRISE COMPUTING, INC. INSURER B: Travelers Insurance Companies 909 AVIATION PARKWAY SUITE 600 INSURERC: Farmington Casualty Co. 41483 MORRISVILLE, NC 27560-8486 INSURER D: Beazley Insurance Company INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2011-12 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. rA TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/Y MMIDD LIMITS GENERAL LIABILITY 680639M161 12121/2011 12/21/2012 EACH OCCURRENCE $ 1,000,00 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ 1,000,00( CLAIMS-MADE a OCCUR MED EXP(Any one person) $ 5,00( X PERSONAL&ADV INJURY $ 1,000,00( GENERAL AGGREGATE $ 2,000,00( GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00( POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY BA1169X48 12/21/2011 12/21/2012 Ea accident $ 1,000 OO Ix ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIREDAUTOS L NON-OWNED P $ AUTOS Per accident_ UMBRELLA LIAB X OCCUR CUP1219XO3 12/21/2011 12/21/2012 EACH OCCURRENCE $ 3,000,00 B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 3,000,000 DED I X I RETENTION$ 0 $ WORKERS COMPENSATION UB639M384 12/21/2011 12/21/2012 X AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PROPRIETOR/PARTNERIEXECUTI E.L.EACH ACCIDENT $ 1,000,00 C OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 3,000,00 ec nology Pro essional V11FE911010 10/12/2011 10/12/2012 $2,000,000 Each Claim D ervices/Products $2,000,000 Aggregate Limit Liability $25,000 Deductible Each Claim DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) range County is named as an Additional Insured as required by their contract with the Insured. Ns Additioinal Insured Orange County will be provided a 30 Day Notice of Cancellation, Non-Renewal r Reduction in coverage as required by their contract with the insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County Attn: Todd E. 31one5 AUTHORIZED REPRESENTATIVE P.O. Box 8181 Hillsborough, NC 27278 Lee Hargrove ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD I - I i ACORDT. AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Professional Service Associates, LLC SECURE ENTERPRISE COMPUTING, INC. POLICY NUMBER MORRISVILLE, NC 27560-8486 CARRIER NAIC CODE EFFECTIVE DAM ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: U FORM TITLE: ACORD Certificate of Liability Insurance CERTIFICATE HOLDER: Orange County Garage Liability INSR ADD'L SUER POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD WVD POLICY NUMBER DATE(MMIDDIM DATE(MM/DDIYY) LIMITS AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ Automobile Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE(MM1DDIYY) DATE(MM/DDNY) Excess/Umbrella Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE(MMIDO/YY) DATE(MMIDDIYY) LIMITS ACORD 101(2008101) Q 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 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: CONSULTANT: Secure rprises ting, Inc. By: By. Frank Cli o , County anager A Printed Name and Title This instrument has been approved as to technical content. 77R�_ 15�_ Todd E. Jones, Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. CCU A. jjW1 Office of the Finance Director This i rument has been approved as to form and legal sufficiency. Office of the 7junty Attorney Revised July 2012 7