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HomeMy WebLinkAbout2019-075-E IT - Lex Loci Criminal Justice software DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 15th day of January, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Lex Loci Technologies, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Implementing and hosting a customized pilot for pre- arrest diversion software. 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 Revised 10/17 1 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 quality, accuracy and timely completion and/or 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 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. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provider will establish and administer a secure cloud-based pilot of Lex Loci's pre-arrest diversion software, customized for use by Orange County officials in administering their local LEAD program. The initial deployment includes instantiating hardware on a dedicated Amazon Web Services environment; software install; software configuration; end-to-end testing; and support of user acceptance testing. Following go-live, Provider is responsible for: on-going administration of the environment; application support in accordance with the service level agreement described in Attachment A, "Lex Loci, Inc. SLA"; installing software updates and hot fixes as required. Up to 400 hours of development will be included at no additional costs to deliver software customizations identified in a pre-implementation design meeting and mutually agreed upon by the parties. Development estimates will be made available before the set of customizations are finalized to ensure the effort remains Revised 10/17 2 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 below the maximum limit defined above. All customizations to re-brand the software in name and appearance to conform to style conventions for information technology associated with Orange County and its pre-arrest diversion program are included without counting against the custom development limit above. Software is provided for usage throughout the term of this agreement on a license-free basis. 4. Duration of Services a. Term. The term of this Agreement shall be from February 2, 2019 to July 31, 2019. This agreement shall automatically be extended for up to a maximum of six (6) consecutive one-month extensions unless either party gives written notice to the other party (on or prior to the 15th day of any given month) of its intention to terminate this Agreement, which termination shall be effective as of the last calendar day of the month in which such termination notice was given. The compensation for each additional month shall be at the rate of$1,166.00 per month. 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 February 2"d, 2019. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Fourteen Thousand Dollars ($14,000); (Seven Thousand Dollars ($7,000.00) after the first six months and One Thousand One Hundred Sixty Six Dollars ($1,166.00) per month if extended). Payment for 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. Revised 10/17 3 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) 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/or 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. 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 Liability(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. 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. Revised 10/17 4 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 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. 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. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy Revised 10/17 5 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 is incorporated herein by reference and may be viewed at http://www.oran ec�ogI tync. og v/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 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 Provider 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 Provider of such limitation or change in County's legal authority. Revised 10/17 6 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 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 I IA and Article 40 of North Carolina General Statute Chapter 66. j. Non-Exclusive Agreement. County reserves the right to solicit software solutions for this service in the future through an REP or other process. This agreement shall not preclude Provider from participating in such a process. k. 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:Jim Northrup, CIO Sean Flynn, Lex Loci P.O. Box 8181 VP of Product Development Hillsborough,NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 7 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 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: DocuSigned by: DocuSigned by: �761n,lUL � MvK rsb—� SCOW, F�V)t, 1/17/2019 By. By. 33377d83... County Manager Sean Flynn, VP of Product Development Printed Name and Title Revised 10/17 8 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 Attachment A: Service Level Agreement LexLoci - Uplea / Orange Count Pre-Arrest Diversion Program (OC-PAD) Service Level Agreement (SLA) 1) Uptime The YouPlea platform inherits many availability characteristics from Amazon Web Services. All AWS services utilized by YouPlea are highly available and fault tolerant, with an expected 99.99% uptime. In the event of a service disruption of our underlying infrastructure, customers will be notified by e-mail. 2) Performance and response time: System will provide response times to user requests generally in under 10 seconds. 3) Error correction time: Support Hours Issue Severity Response Times Resolution Times Monday-Friday High 1 hour 8 hours 8:00 AM-5:00 PM CST Medium 4 hours ASAP Low 8 hours ASAP 4) infrastructure and security: Infrastructure and security as described throughout this document. Penalty for non-compliance includes 10%of contract value for first time offense, and loss of contract for subsequent failures to comply. DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 Cloud Service Questionnaire This questionnaire is to be used to assess security and legal issues 17 52 surrounding cloud services under consideration for Orange County. For this questionnaire, cloud services are any services requiring storage of County °r� data outside the County network or provision of computing resources outside h ED% of the County network. Vendor under consideration: LexLoci Solution under consideration: YouPlea Department(s) served: District Attorney's Office 1. Who owns the data created by County personnel using this service? The County. 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? In the event of confirmed or suspected data breaches, LexLoci is obligated to notify the County as soon as possible. 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 DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 to those locations? 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? LexLoci will perform a point-in-time snapshot of all data at the request of the County. 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? Data will not be disclosed, to the extent permitted by law, to any entity other than the County. 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? Yes If No, Explain: Click here to enter text. 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 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 The YouPlea platform inherits many availability characteristics from Amazon Web Services. All AWS services utilized by YouPlea are highly available and fault tolerant, with an expected 99.99% uptime. In the event of a service disruption of our underlying infrastructure, customers will be notified by e-mail. DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 2) Performance and response time:System will provide response times to user requests generally in under 10 seconds. 3) Error correction time:Click here to enter text. Support Hour ssue Severit esponse Times Resolution Times Monday-Friday High 1 hour 8 hours 8:00 AM-5:00 PM CST Medium 4 hours ASAP Low 8 hours ASAP 4) infrastructure and security: Infrastructure and security as described throughout this document. Penalty for non-compliance includes 10% of contract value for first time offense, and loss of contract for subsequent failures to comply. 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? 30 days 19. Describe how the County's data will be stored, managed and archived. The County's data will be stored in a combination of Amazon Web Services databases and object storage. Access is managed through permissions provisioned at the application layer for normal use and through permissions provisioned at the platform layer for development and administrative use. 20. Will the County's data be stored and managed on a storage system with other data? No DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 If Yes, Explain: Click here to enter text. 21. At what architectural point in the provider's cloud facility will the County's data be physically connected to networking equipment with non-County data? The cloud facility is owned and operated by Amazon Web Services. Physical connectivity documentation is not available. 22. What are the cloud provider's information security policies? See enclosed policy documents. 23. What are the cloud provider's incident management and reporting policies? See enclosed policy documents. 24. What is the process by which the cloud provider updates policies and informs customers? Customers are notified of modifications to pertinent policies as soon as possible following their approval. 25. What is the basic architecture of the cloud provider's network security? (overall design, zones, filters, firewalls, VLANs, protocols, standards) YouPlea is built on a Serverless architecture on Amazon Web Services cloud platform. Traffic enters the system through AWS API Gateway where it is routed to AWS Lambda functions which in turn process requests. Requests are authenticated via AWS Cognito. Request processing may or may not involve reading from and/or writing to AWS DynamoDB and AWS S3. AWS C1oudWatch receives and stores all logging information. 26. What security measures does the cloud provider use in data storage, transit and use? HTTPS secures in-flight data. AWS Cognito and JWTs serve authentication and authorization. 27. What encryption technologies does the cloud provider use in data management? TLS 28. How are access rights managed by the cloud provider for their employees, contractors and other persons? Access rights are provisioned following the principle of least privilege and are approved by the Director of Engineering. 29. What methods does the cloud provider use to destroy information, when so authorized? LexLoci uses the methods made available by AWS to destroy information when requested to do so by the client. 30. What is the cloud provider's patch management policy/methods? See enclosed policy documents. 31. How does the cloud provider defend against malware, including but not limited to viruses, bots, spyware, spam, phishing and pharming? DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 YouPlea uses serverless technologies exclusively. While malware relies on persistence, our resources are provisioned and deprovisioned on demand and exist for only minutes at a time. 32. What system hardening strategies are employed by the cloud provider? YouPlea uses serverless technologies exclusively. There are no systems to harden. 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? YouPlea ensures security through static code analysis and automated unit, functional, and integration testing. Further the system uses a serverless architecture making all resources ephemeral. Logging and correlation are performed through AWS CloudWatch and an Elastic (ELK) stack. 34. What technologies and methods does the cloud vendor provide for strong authentication? YouPlea uses AWS Cognito for authentication and authorization. JWTs are generated at login and used to validate all requests thereafter. All data is stored in a combination of AWS DynamoDB and AWS S3. DynamoDB and S3 are configured to prevent public access. 35. Provide any other comments and explanations: Click here to enter text.