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Home My WebLink AboutAG 22-056 - KARPEL SOLUTIONSRETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law 2. ORIGINATING STAFF PERSON: Ryan call 4. EXT: 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT R GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E,G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Prosecution Software N NAMF. OF CONTRACTOR: Karpel Solutions ADDRESS: 9717 Landmark Parkway, Ste. 200. St. Louis, MO 63127 TELEPHONE 314-892-6300 E-MAIL: mziemianski@karpel.com FAX: SIGNATURE NAME: Matt Ziemi CIS i TITLE CEO 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 5/9/2022 COMPLETION DATE: Perpetual 9. TOTAL COMPENSATION $ '"-I (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 19 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES IDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED r X PURCHASING: PLEASE CHARGE TO:JpZ' O •[7�1p-rj1$',j�j �l0'l3 x %.L;,^a A 1 J = A (09 ) loo a• 5oa -11t�a -oyb - 5►g-'6ss - Nly ma-o : SRO, 015 Phus 10. DOCUMENT/CONTRACT REVIEW INITIAL/ DATE REVIEWED INIAI DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 4/26/2022 COUNCIL APPROVAL DATE: 5/3/2022 12 CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT �J SIGNATORY (MAYOR OR DIRECTOR) I ICITY CLERK A ASSIGNED AG# COMMENTS: Approved by Council 5/3/2022; vendor form INITIAL / DATE SIGNED JF 5/6/22 elec - AG nip DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD "EL SOLUTIONS 9717 Landmark Parkway I St. Louis, MO 63127 1 (314) 892-6300 FEDERAL WAY CITY ATTORNEY'S OFFICE FEDERAL WAY, WASHINGTON CONTRACT FOR III II I r PROSECUTORbyKarpel® & HOSTEDbyKarpel® DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD TABLE OF CONTENTS 1.DEFINITIONS.....................................................................................................I............3 2.SCOPE OF WORK...........................................................................................................4 3.OTHER INFORMATION.— .............................................................................................. 7 4.GENERAL CLIENT RESPONSIBILITIES & OBLIGATIONS...................................................7 5.INVESTMENT SUMMARY.............................................................................................8 5.1 Payment Terms.....................................................................................................11 6.ANNUAL SUPPORT......................................................................................................12 6.1 TECHNICAL SUPPORT FEES...................................................................................12 6.2 SERVICE LEVEL COMMITMENT.............................................................................13 7.OWNERSHIP OF INTELLECTUAL PROPERTY.................................................................14 &LICENSE TERMS AND USE............................................................................................15 9.WARRANTY.................................................................................................................16 101IMITATION OF LIABILITY..........................................................................................17 11.INDEMNIFICATION....................................................................................................18 12.TERM I NATION...........................................................................................................19 13.GENERAL PROVISIONS..............................................................................................19 14.MASTER TERMS AND CONDITIONS— .. . ........................... ......................................... 22 Page 2 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD This agreement between Karpel Computer Systems Inc., a Missouri corporation, doing business as Karpel Solutions (hereinafter referred to as "Karpel Solutions") and City of Federal Way, a political subdivision of the State of Washington (hereinafter referred to as "Client") is for the purposes of reviewing this proposal and to enter into this Agreement, together with the Master Terms and Conditions expressly incorporated herein, with respect to the license of Karpel Solutions' copyrighted software program known as PROSECUTORbyKarpel® (hereinafter referred to as "PbK"). 1. DEFINITIONS 1. "Confidential Information" means information of either Karpel Solutions or Client which is disclosed under this Agreement in oral, written, graphic, machine recognizable, electronic, sample or any other form by one of us to the other, and which is considered to be proprietary or trade secret by the disclosing party. Confidential Information of Karpel Solutions expressly includes, without limitation, the Software and Documentation. The Confidential Information of Client includes, without limitation, Personally Identifiable Information and Client Content. Confidential Information shall not include information which the party receiving the information can demonstrate: (i) was in the possession of or known by it without an obligation of confidentiality prior to receipt of the information, (ii) is or becomes general public knowledge through no act or fault of the party receiving the information, (iii) is or becomes lawfully available to the receiving party from a third party without an obligation of confidentiality, or (iv) is independently developed by the receiving party without the use of any Confidential Information. 2. "Client Content" means all data, information, documents, and files Client uploads or inputs into PbK on the Service through the website, including, without limitation, Personally Identifiable Information. 3. "Enhancements" means any specific configurations or customizations to the Software, which Client may request, and Karpel Solutions agrees in writing to provide. 4. "Documentation" means any operating instructions, specifications and other documentation related to the operation, description and function of PbK, the Service or Website provided by Karpel Solutions whether supplied in paper or electronic form. 5. "Intellectual Property" (IP) means any patents, patent applications, copyrights, mask works, trademarks, service marks, trade names, domain names, inventions, improvements (whether patentable or not), trade secrets, Confidential Information, moral rights, and any other intellectual property rights provided by applicable law. 6. "Hosted" or "Hosting" means the act of providing service and access to Client Content by the Internet. 7. "Personally Identifiable Information" (PII) means any information that may be used to identify specific persons or individuals, which is collected by either Karpel Solutions or Client for use in conjunction with the use of PbK on HOSTEDbyKarpel. Personally Identifiable Information shall be considered Confidential Information. Page 3 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 8. "PbK" mean the PROSECUTORbyKarpel® case management system and specifically the Client's licensed copy of PbK. 9. "Service" means the HOSTEDbyKarpel hosting platform provided by Karpel Solutions which allows internet-based hosting of the Client's licensed copy of PbK through the Website. 10. "Service Level Requirements" means the technical service levels Karpel Solutions shall meet for Services as set forth below in the Service Level Commitments for the delivery of the Services. 11. "Software" means the Client's licensed copy of the PbK application, and includes any and all updates, enhancements, underlying technology or content, law enforcement transfer interfaces, other Enhancements and any Documentation as may be provided the Client by Karpel Solutions. 12. "Website" means the content and functionality currently located at the domain www.hostedbykarpel.com on the internet, or any successor or related domain that provides access to the Software and Service. 2. SCOPE OF WORK Karpel Solutions will perform all work in accordance with the descriptions, scopes and specifications hereafter described. PROSECUTORbvKarpel Implementation Timeline Approximate Project Pre -Implementation Meeting scheduled. Server Connection Credentials to the Agency 273 Server are given to Karpel to begin the data extraction (if applicable). The agency project manager will notify local IT support for remote access credentials and coordinate with local agency IT to provide Karpel with legacy data if a remote extraction is not possible. Assigned Resources: Karpel project manager. Customer project manager. Server & PC assessment completed and any necessary hardware or software ordered to meet 266 PbK Installation Prerequisites. Assigned Resources: Customer project manager and IT personnel. Pre -implementation meeting with project manager and System Administrators. Project Team 266 is selected including Karpel Staff and Customer System Administrators. (One Customer System Administrator must be a Policy Setting Attorney). This meeting will begin with application overview, legacy data application analysis, enhancement definitions, reports and interface definitions. PbK Pre -load configuration is explained and initial Document Templates are received. Workflow pre -configuration is conducted. Review of timeline to meet scheduled "go live" date. Assigned Resources: Karpel project managers. Customer project manager, system administrator(s). , Page 4 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Teleconference status meeting with Karpel and agency project manager will occur to review 259 progress on hardware/software assessments, finalize pre -implementation meeting timeline agreement. Assigned Resources: Karpel project managers, Customer project manager, system administrator(s). First Data Conversion Webinar is reviewed on Karpel servers along with the PbK Pre -load 217 worksheets. Agency Document Templates are received. Data validation spreadsheets will be explained and data validation will begin. System Administrator training begins. Workflow pre - configuration is conducted. System enhancements are completed and demonstrated. Interfaces are reviewed and analyzed to define testing procedures. (at this point, data conversions will be repeated as many times as deemed as necessary to correct data conversion anomalies reported in the data validation spreadsheets). Review of timeline to meet scheduled "go live" date. Assigned Resources: Karpel project managers, Karpel data migration specialist. Customer project manager, system administrators, selected data validation users. Teleconference status meeting with Karpel and agency project manager will occur to review 1 210 progress and answer additional questions regarding pre -load spreadsheet. Review of timeline to meet scheduled "go live" date. Assigned Resources: Karpel project managers, Customer project manager/ system administrator(s). Installation of SQL and PbK on the hosted site by Karpel will begin. Karpel Support installation 100 and application testing on each workstation should begin at this time. Karpel Solutions or local IT support will schedule workstation application testing and follow Karpel testing procedures to thoroughly test browser functionality, document generation, Outlook Calendaring and email on each workstation. Assigned Resources: Karpel project manager, 2 Karpel technicians. Customer project manager and IT personnel. Teleconference status meeting with Karpel and agency project manager will occur to discuss 90 pre -load completion and workstation application installation and testing. Assigned Resources: Karpel project managers. Customer project manager/ system administrator(s). The agency project manager will provide Karpel with any additional Legacy Data, additional 90 Legacy Documents and a fully complete PbK Pre -Load Spreadsheet and completed data validation spreadsheets from the first data conversion. The agency project manager will notify agency IT support to coordinate the legacy data upload for final conversion with Karpel. Assigned Resources: Karpel project manager, Karpel data migration specialist. Customer project manager and IT personnel. Training Schedule is completed with assignment of all office staff to specific training sessions. The Policy Setting Attorney must attend the initial Configuration, Case Initiation and Event Entry sessions at a minimum. Training room and equipment are verified. Review of timeline to meet scheduled "go live" date. Assigned Resources: Karpel project manager. Customer project manager/system administrator(s). 90 Page 5 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Mock -Go Live Data Conversion Review Webinar - Karpel will install the preliminary data conversion on the Agency's pre -production site for this Webinar including completed Document templates and Event Entry Configuration. Agency will begin validating the accuracy of Defendants, Co -Defendants, Cases, Court Dates, Events, Dispositions, and Financials. Application testing will begin. Agency project manager will report all inaccuracies to Karpel. All Custom Enhancements are tested and verified. Begin testing of all application interfaces. Assigned Resources: Karpel project managers, Karpel data migration specialist. Customer project manager, system administrator(s), selected data validation users. 63 Teleconference status meeting with Karpel and agency project manager to review current data 56 validations and acceptance testing. Review of timeline to meet scheduled "go live" date. Assigned Resources: Karpel project managers. Customer project manager/system administrator(s). Online document template conversion review- Customer will review converted templates for 45 f accuracy and report any inaccuracies to Karpel over the next two weeks. Assigned Resources: Karpel project manager, document conversion specialist. Customer project manager/system administrator(s), selected data validation users. Mock -Go Live Data Conversion Review and Final system walkthrough. Karpel will perform a final system, document, data and application walkthrough with agency. Karpel will perform formal training of the system administrators. Karpel will install the second data conversion on the Agency's pre -production site. Agency will continue validating the accuracy of data. Agency project manager will report all inaccuracies to Karpel. Application and interface testing is finalized. Assigned Resources: Karpel project manager,traino - Customer project manager,systP^� administrator(s), selected data validation users. Complete installation and testing of all workstations by Karpel Solutions or local IT supl Assigned Resouces: Karpel project manager. Customer IT personnel. Final teleconference status meeting with Karpel and agency project manager to verify f data accuracy and training area is prepared for scheduled training. Assigned Resources: Karpel project manager. Customer project manager, system administrator(s). Final Legacy Data received by Karpel. Assigned Resources: Karpel project manager, data migration specialist. Customer prc manager, IT personnel. June 26, Final Data Conversion is loaded. User training continues. Customer begins using PbK in 2023 1 state. (hereinafter referred to as "the Project Timeline") The Project Timeline may be modified as mutually agreed upon by Client and Karpel Solutions. 30 Page 6 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Karpel Solutions will use its best efforts to convert existing Microsoft Word®, Microsoft Works® and Corel WordPerfect® documents provided by Client up to the time of training as outlined in the Project Timeline listed above into a format that can be utilized by PbK. However, Karpel Solutions does not support, nor will Karpel Solutions convert customized macros, auto -text files or other custom programming items not a part of the ordinary functionality of Microsoft Word®, Microsoft Works® and/or Corel WordPerfect® 3. OTHER WORK Any additional work requirements outside the scope of this Agreement must be presented in the form of a written change order and must be approved by Client prior to start of such work. No additional charges will be incurred without prior written approval from Client. 4. GENERAL CLIENT RESPONSIBILITIES & OBLIGATIONS In order for the project to be completed on time and on budget, Client shall provide at a minimum: 1. Access to Client facilities while onsite, as deemed necessary by the Karpel Solutions project manager. 2. Access to systems and equipment as required by Karpel Solutions including: a. PbK application access using Karpel Solutions laptops and Client's network for training and application testing. b. Installation of the Karpel Solutions remote support tool on all desktops accessing the PbK application. Failure of Client to provide access to enable support tool will render the Karpel Solutions support null and void. 3. Access to Client data and document templates (if applicable) that will be provided by Client if such data is to be converted and populated by Karpel Solutions into PbK. a. Legacy data (i.e., any data from Client's current system which is being replaced under this Agreement) must be provided to Karpel Solutions within 10 days of project start date. b. Document templates must be provided to Karpel Solutions within 20 days of project start date. 4. An authorized contact person with decision making authority to assist in the definition of any project unknowns. a. Appointed decision maker must be present during the following activities: i. Project kickoff ii. Establishment of timeline iii. Interface definition meetings iv. Document review signoff v. Data conversion signoff 5. Sufficient time, if applicable, for all data reviews which will include a minimum of: a. Verification and review of ten (10) cases per year of any legacy system(s) data during each review. Page 7 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD b. Client is responsible for validating their data during the project (if applicable). Validating data is key to a successful implementation. If issues arise with converted data after go -live, Karpel Solutions will determine if a fix is possible and an additional fee forthis work may be required for the work required to fix the issue. 6. PASSWORD PROTECTION. Access to the Software through the Service and Website is password - protected. Karpel Solutions provides multiple authentication alternatives for access to the Website and Software. KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE OF STRONG PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's use of the Service, Website or Software. Only the number of users set forth in the Cost Sheet may access the Service and Website. Client must inform their users that they are subject to, and must comply with, all of the terms of this Agreement. Client is fully responsible for the activities of Client's employees and agents who access the Service and Website. Client agrees that Karpel Solutions is not liable for and Client agrees to hold Karpel Solutions harmless for any unauthorized access to the Service and Website, including without limitation access caused by failure to protect the login and password information of users. 7. RESTRICTIONS ON USE. Client agrees to conduct all activities on the Service and Website in accordance with all applicable laws and regulations. Access to the Service, Website, Software and Documentation must be solely for Client's own internal use. Client may not (and may not allow anythird partyto) (i) alter, modify, decompile, mirror, translate, disassemble or otherwise reverse engineer any part of the Software, source code, algorithms, or underlying ideas of the Software; (ii) provide, lease, lend, subcontract, sublicense, or re -publish for,, service bureau or hosting purposes any or all of the Software or Documentation; (iii) reproduce, modify, copy, distribute, publish, display or create derivative works of any or all of the Software or Documentation or (iv) alter, remove, or obscure any copyright, trademark or other proprietary notices or confidentiality legends on or in the Software or Documentation. SUSPENSION. Karpel Solutions reserves the right to immediately suspend access to Software and/or Website without notice and at any time if Karpel Solutions suspects or has reason to suspect a security or data breach, if suspension is necessary to protect Karpel Solutions' rights, Client's rights or the rights of a third party, if Client misuses the Software and/or Website, and/or if Client otherwise violates this Agreement. Karpel Solutions will provide note to client upon suspension of the Service and Website. 5. INVESTMENT SUMMARY Karpel Solutions will perform its Services as set forth in this Agreement in exchange for payment as set forth below. Software Products/Licensing Qty. Price Total PROSECUTORbyKarpel 9 $2,250 $20,250 JasperSoft Reporting 1 $1,000 $1,000 Total Software $21,250 Page 8 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Installation Services PROSECUTORbyKarpel Installation and Configuration Data Preload Client Support Tool, Scanning Tool and System Compatibility Check (per computer) Total Installation Services Qty. Price Total 1 $1,000 $1,000 1 $1,500 $1,500 9 $50 $450 $2,950 Professional Services MY. Price Total Project Management No Additional Cost Pre -Implementation Services (hours, remote) 8 $150 $1,200 Data Conversion: JustWare 1 $7,500 $7,500 Mock Go -Live and System Administrator Training (30 days prior to go -live, hours, remote) 4 $150 $600 Document Template Setup, Training and Conversion of Up To 100 Document (max of 50 Civil) Templates 1 $2,500 $2,500 Total Professional Services $11,800 Training Services Qty. Price Total Onsite Training (days, onsite) 4 $1,200 $4,800 JasperSoft Report Module Training (hours, remote) 4 $150 $600 Total Training Services $5,400 Customization Services Qty. Price Total Interface: Receive calendaring, hearing and minute order events (does not include eFiling) 1 $10,000 $10,000 Interface: Spillman LE RMS 1 $15,000 $15,000 Total Customization Services $25,000 Estimated Travel Expenses $2,700 Total One -Time Costs $69,100 Annual Support Services Qty. Price Total PROSECUTORbyKarpel 9 $450 $4,050 JasperSoft Reporting Module 1 $5,000 $5,000 Unlimited eDiscovery 1 $1,125 $1,125 Interface Annual Support: Court 1 $2,000 $2,000 Interface Annual Support: Spillman LE RMS 1 $3,000 $3,000 Hosted Services (per user/year) 9 $100 $900 Total Annual Support Services $16,075 Page 9 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Total First Year Cost $85,175 Optional Items Price External Agency Portal (Limited Case Data View, Digital File Attachment, eSubpoena, eReferral) $5,000 External Agency Portal Annual Support $1,000 Custom Reports (per report) $1,000 Document Template Conversion After 100 Documents (per document) Criminal document templates $25 Civil document templates $50 Additional Storage After Included 2TB (per terabyte, per year) $1,000 Additional Storage After Included 2TB (per 100 terabytes, per year) $32,000 This pricing is based upon the following terms and conditions: 1. Interfaces must conform to the appropriate PROSECUTORbyKarpel® Information Exchange Package Documentation (IEPD) for that interface. Interfaces that do not conform to the appropriate PROSECUTORbyKarpel IEPD (i.e., require a new schema to be designed or database modification), will require Karpel Solutions and Client review before approval of both design and potential additional development and maintenance costs. 2. All phase one (1) interfaces must have an IRF (Interface Request Form) completed and signed off by all parties within 30 days of the project kick-off meeting. If not completed within this time frame, the interfaces will be automatically moved into phase 2. PLEASE NOTE: THERE MAY BE ADDITIONAL COSTS FROM THE OTHER VENDORIS), WHICH IS NOT INCLUDED WITHIN THE ABOVE PRICING FOR THIS CONTRACT AND WHICH WILL BE BILLED SEPARATELY. CLIENT SHALL BE SOLELY RESPONSIBLE FOR THESE SEPARATE COSTS. 3. Interfaces not currently in production will be considered as "Phase 2" and implemented post -go live. 4. Document templates to be converted for go -live must be received no later than 45 days after project kick off meeting. Any templates received after will be completed within 90 days after go - live. 5. The above costs do not include additional hardware, Microsoft licenses, or networking services which may be necessary to properly and legally operate PbK. Such expenses are solely the Client's responsibility. 6. Changes to the Project Timeline or project scope will impact other work of Karpel Solutions and will result in an increased financial burden to Karpel Solutions. As such, if a scheduled go -live date is changed by Client within 60 days of the go -live date, a penalty of 10% of the total first year costs may be assessed by Karpel Solutions as compensation to Karpel Solutions for costs incurred and lost time, including, but not limited to, costs associated with booked travel and accommodations and time that will be lost on other client start dates as a result of Client's change to the Project Timeline. Page 10 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 7. Karpel Solutions will honor pricing proposals for Optional Services for up to 90 days of execution of this Agreement. Upon the request of Client to provide an Optional Service, an official notice to begin the service must be received from Client before the Optional Services will be provided by Karpel Solutions. This is to ensure there are no misunderstandings between Client and Karpel Solutions as to the provision of Optional Services. 8. The aggregate document / file storage space included with the stated hosted service fee is two terabytes (2TB) of storage per instance of PbK. If the Client's storage exceeds 2TB in any instance, any additional storage above 2TB will automatically be added to the Client's bill at a flat rate of $1,000 per 1TB, per year. Client hereby consents to this additional charge in advance and waives any requirement for additional notice regarding the same. 9. Hosted eDiscovery services will be invoiced monthly at the rate of $1 per submission to the hosted eDiscovery site if Client does not elect the unlimited annual fee option. 10. Statewide service is a free service provided to all PROSECUTORbyKarpel clients. To enroll in and activate this additional service, the Memorandum Of Understanding at Appendix A must be separately signed by the Client. 11. Travel expenses to be billed to the Client will include airfare, lodging, ground transportation and meals and incidental expenses. 12. As with any project, all prices herein are subject to change as new information arises that will alter or impact the project or as workload for the project increases. Karpel Solutions will seek approval from Client if additional work becomes necessary to make requested changes during the project. 13. In the event Client or Karpel terminates this Agreement, Client understands and agrees to pay $1,000 to Karpel Solutions as compensation for work to be performed by Karpel Solutions in connection with the return of Client Content and Confidential Information. 5.1 Payment Terms 50% of Software User Licenses is due and must be paid upon execution of this Agreement by Client, with the remaining amount, including first year annual fees, due and payable within thirty (30) days of completion of implementation of the Service and initial training provided to Client by Karpel Solutions. TERM. Annual Fees in the Agreement will begin upon Client's go live month and will be due each year thereafter, unless Karpel Solutions or Client terminates this Agreement before the renewal date. This Agreement shall be for a term of one (1) year and shall automatically renew for subsequent one-year terms, unless either Karpel Solutions or Client gives notice to the other party at least thirty (30) days prior to the expiration of the then -current term of Karpel Solutions or Client's intent not to renew. Prior to the expiration of the term, Karpel Solutions will send Client a renewal invoice, which must be paid in full within thirty (30) days from the date of the invoice. Pricing for subsequent annual terms is subject to change at the sole discretion of Karpel Solutions. Karpel Solutions will provide Client with at least ninety (90) days' notice of any pricing change prior to the renewal date. Page 11 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD INTEREST AND LATE FEES. Past due accounts will be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law. 6. ANNUAL SUPPORT 6.1 TECHNICAL SUPPORT FEES Client understands that technical support fees will be required annually, in order to receive software updates and technical support. The support period shall begin from the date of go -live as part of the initial first year costs. The Client may elect to purchase subsequent annual support, on a yearly basis at a fixed cost, and billed annually, separate and apart from any license fees required by this Agreement. The option to purchase annual support is solely at the Client's discretion. The Client's license to use PbK is not dependent upon the Client purchasing annual support; however, if Client discontinues annual support, Client will not be provided with updated versions of the software, unless it is purchased. Provided Client's computers, network and systems meet recommended specifications set by Karpel Solutions and the Client has purchased and is current with annual support payments, Karpel Solutions will provide updated versions of the System and/or Software as they become available during the terms of the contract. If Client elects to renew the annual support service, Karpel Solutions has the right to increase current pricing for annual support at the time of renewal, provided that notice of the increased pricing is provided to Client prior to the effective date of the renewal of the annual support service. 6.1.1 SUPPORT PROVIDED Karpel Solutions will provide support (e.g. software updates, general program enhancements and technical support) for all Software provided, including ongoing unlimited telephone technical support problem determination, and resolution. 6.1.2 HOURS OF OPERATION Karpel Solutions will provide technical support Monday through Friday, at a minimum of eight (8) hours a day. Technical support services shall be available between the hours of 7:00 a.m. through 9:00 p.m. Central time, via a toll -free telephone number provided. After-hours support is available as well via the same toll -free number which will reach the on -call support group. 6.1.3 INCLUDED SUPPORT Support services include the detection and correction of Software errors and the implementation of all PbK program changes, updates, and upgrades. Karpel Solutions shall respond to the inquiries regarding the use and functionality of the solution as issues are encountered by Authorized Users. Support to users will be provided through the remote support tool installed on the end user's computer. This tool was installed at the time of go -live allowing Karpel to provide the needed support to meet the service level agreement. If this access is not allowed, support will be delayed and the service level agreement (severity levels) will no longer be applicable. Page 12 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 6.1.4 RESPONSE TIMES Karpel Solutions shall be responsive and timely to technical support calls/inquires made by the Client. The Client will first make support inquires through their qualified system administrators to assure the policies and business practices of the Client are enforced prior to contacting Karpel Solutions. The timeliness of the response is dependent upon the severity of the issue/support problem, as defined below: The severity* of the issue/support problem shall determine the averse problem resolution response time as follows: *lf the remote support tool is not installed or available, all issues will fall into the general assistance and the severity levels are no longer applicable. Severity Level 1 shall be defined as urgent situations, when the Client's production system is down and the Client is unable to use PbK, Karpel Solutions' technical support staff shall accept the Client's call for assistance at the time the Client places the initial call; however, if such staff is not immediately available, Karpel Solutions shall return the customer's call within one (1) business hour. Karpel Solutions shall resolve Severity Level 1 problems as quickly as possible, which on average should not exceed two (2) business days, unless otherwise authorized in writing by the Client. Severity Level 2 shall be defined as critical Software system component(s) that has significant outages and/or failure precluding its successful operation, and possibly endangering the customer's environment. PbK may operate but are severely restricted. Karpel Solutions' technical support staff shall accept the customer's call for assistance at the time the customer places the initial call; however, if such staff is not immediately available, Karpel Solutions shall return the Client's call within four (4) business hours. Karpel Solutions shall resolve Severity Level 2 problems as quickly as possible, which on average should not exceed three (3) business days, unless otherwise authorized in writing by the Client. Severity Level 3 shall be defined as a minor problem that exists with PbK but the majority of the functions are still usable and some circumvention may be required to provide service. Karpel Solutions' technical support staff shall accept the Client's call for assistance at the time the customer places the initial call; however, if such staff is not immediately available, Karpel Solutions shall return the Client's call on average no later than the next business day. Karpel Solutions shall resolve Severity Level 3 problems as quickly as possible, which should not exceed the next available release of Software, unless otherwise authorized in writing by the Client. General Assistance: For general Software support/helpdesk calls not covered by the above severity level descriptions, Karpel Solutions' technical support staff shall accept the Client's call for assistance at the time the Client places the initial call; however, if such staff is not immediately available, Karpel Solutions shall return the Client's call on average no later than the next business day. 6.2 SERVICE LEVEL COMMITMENT UPTIME: Karpel Solutions is committed to providing the Software, Website and Service in a Page 13 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD consistent and reliable manner. Karpel Solutions will provide the Software, Website and Service to Client with a stated minimum uptime of 99.5% to Client. SCHEDULED MAINTENANCE: Karpel Solutions periodically performs scheduled maintenance Including, but not limited to, outline, preventative or emergency maintenance of the Software, Website, and/or Service. Client understands that schedule maintenance may affect availability of the Service, Website, and/or Software. If schedule maintenance is to be performed, Karpel Solutions will provide notice to Client three (3) days prior to the scheduled maintenance. Karpel Solutions will make every effort to schedule maintenance outside of normal business hours of the Client between the hours of ten (10) p.m. and five (5) a.m. Central Standard Time. DATA RETENTION AND BACKUPS: As a part of the Service and Website, Karpel Solutions will maintain under this Agreement consistent, regular and validated backup both onsite and offsite of the Client Content, Confidential Information and Software. Backups occur and will be maintained pursuant to Karpel Solutions internal backup policies. Upon written request, Karpel Solutions will make available to Client a copy of Karpel Solutions' current backup policies and procedures. AUDITS AND SECURITY: Karpel Solutions is committed to maintaining the security of Client Content, Confidential Information, and Software on Karpel Solutions' Service and Website. Karpel Solutions will maintain the Software, Website and Service in a reasonably secure manner, subject to Client's own obligations to protect and safeguard usernames and passwords on Client's end. Karpel Solutions will perform annual security audits of the Website and Service to ensure the integrity and security of the Website and Service. Results of the Audits and Security Policy for Karpel Solutions will be made available to Client upon written request. DATA TRANSMISSION: Karpel Solutions ensures that all data transmitted to and from the Service and Website is transmitted at a minimum level of 128-bit SSL encryption using digital certificates issued by an internationally recognized domain registrar and certificate authority. DATA LOCATION: Karpel Solutions will maintain the Service, Software, Client Content and Confidential Information of Client in a SAS 70/SSAE 16 certified data facility. .. OWNERSHIP OF INTELLECTUAL PROPERTY KARPEL SOLUTIONS OWNERSHIP: Karpel Solutions retains all right, title and interest in and to the Software, Documentation, Website, Service, and related Intellectual Property. Any suggestions, solutions, improvements, corrections, or other contributions Client provides regarding the Software, Documentation, Website or Services will become the property of Karpel Solutions and Client hereby assigns all such rights to Karpel Solutions without charge. Client is granted a non-exclusive, non- transferable license with respect to the Software on the terms and conditions set forth in Section 8 below. CLIENT OWNERSHIP: Client retains all rights, title, and interest in and to the Client Content. Client hereby grants to Karpel Solutions and Karpel Solutions hereby accepts a non-exclusive, non -transferable, worldwide, fully paid license to use, copy, and modify the Client Content solely to the extent necessary and for the sole purposes of providing access to the Software, Documentation, Website, and Services or otherwise complying with its obligations under this Agreement. Page 14 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 8. LICENSE TERMS AND USE The Software, PbK, is a proprietary product of Karpel Solutions. It is licensed (not sold) and is licensed to Client for its use and only in accordance with the terms set forth below. During the term of this Agreement, Karpel Solutions hereby grants Client a non-exclusive, non -transferable right and license to use PbK solely in accordance with the terms of this Agreement. Client's license will terminate immediately and automatically upon the expiration or termination of this Agreement. Client may not sub -license any rights under this Agreement to any party without Karpel Solution's prior written consent. Client's license is subject at all times to Client's full compliance with this Agreement. 1. Karpel Solutions hereby grants Client a non-exclusive and non -transferable sublicense to use any associated manuals and/or documentation furnished. 2. Client cannot distribute, rent, sublicense, or lease the Software. A separate license of PbK is required for each authorized user or employee. Each license of PbK may not be shared by more than one full time employee or user (defined as working 20 hours or more per week), nor more than two (2) part-time employees or users (defined as working less than 20 hours per week each and working no more than 40 hours per week combined). The Client agrees that Karpel Solutions will suffer damages from the Client's breach of this term and further agrees that in the event of such breach by Client, Karpel Solutions shall be entitled to and Client must pay to Karpel Solutions the monetary equivalent of the costs that would have been incurred by Client had Client properly obtained the license, installation and training associated with each violation, in addition to any attorneys' fees and costs incurred by Karpel Solutions with respect to the same 3. This license does not transfer any rights to Software source codes, unless Karpel Solutions ceases to do business without transferring its obligations under this Agreement to another qualified software business. Karpel Solutions will, at Client's expense, enter into escrow agreement for the storage of the source codes. 4. PbK and its Documentation are protected by copyright and trade secret laws. Client may not use, copy, modify, or transfer the Software or its Documentation, in whole or in part, except as expressly provided herein. Karpel Solutions retains all rights in any copy, derivative or modification to the Software or its Documentation no matter by whom made. PbK is licensed for single installations of one full time employee or two part-time employees as defined in Section 8.2 above. A separate license is required for each installation of PbK. Client shall not provide or disclose or otherwise make available PbK or any portion thereof in any form to any third party. Client acknowledges that unauthorized copying and distribution will cause substantial damage to Karpel Solutions far greater than the value of the copies involved. 5. PbK was developed exclusively at private expense and is Karpel Solutions' trade secret. For all purposes of the Freedom of Information Act or any other similar statutory right of "open" or public records, the Software shall be considered exempt from disclosure. PbK is "commercial computer software" subject to limited utilization "Restricted Rights." PbK, including all copies, is and shall remain proprietary to Karpel Solutions or its licensors. In the event that a third party seeks to compel disclosure and/or production of the Software, the Documentation, and/or the Website by court order or otherwise, Client shall promptly give notice to Karpel Solutions so as to Page 15 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD allow Karpel Solutions to take whatever steps it deems necessary to prevent such disclosure and/or production, and Client agrees to cooperate with Karpel Solutions in connection therewith. 6. Public Agency Participation: Other public agencies may utilize the terms and conditions established by this Contract. "Public agency", for purposes of this paragraph, is defined to include any city, county, district, public authority, public agency, municipality, and other political subdivision. Federal Way is not an agent, partner, or representative of such public agency, and is not obligated or liable for any action or debts that may arise out of such independently negotiated procurements. These so called "piggy -back" awards shall be made independently by each public agency, and that agency shall accept sole responsibility for placing orders with Vendor. Federal Way does not accept any responsibility or involvement in the purchase orders or Contracts issued by other public agencies. Any such contract by another public agency must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of such public agency. 9. WARRANTY 1. LIMITED WARRANTY: Karpel Solutions warrants it will provide the Services and Website in a professional manner by qualified personnel. Karpel Solutions warrants it has the requisite power and authority to enter into and perform its obligations under this Agreement. Karpel Solutions warrants that the performance by Karpel Solutions of any services described in this Agreement shall be in compliance with all applicable laws, rules and regulations. Karpel Solutions warrants it will provide access to and use of the Software, Service and Website in material accordance with the Service Level Commitment outlined in this Agreement. No representations or warranties as to the use, functionality or operation of the Website, Software, or Service are made by Karpel Solutions other than as expressly stated in this Agreement. Karpel Solutions disclaims all other warranties as set forth in Section 9.5 below. 2. INTERNET: Karpel Solutions makes the Website, Software and Services available to Client through the internet to the extent commercially reasonable, and subject to outages, communication and data flow failures, interruptions and delays inherent in Internet communications. Client recognizes that problems with the Internet, including equipment, software and network failures, impairments or congestion, or the configuration of Client's computer systems, may prevent, interrupt or delay Client's access to the Service, Website or Software. Client agrees that Karpel Solutions is not liable for and agreed to hold Karpel Solutions harmless from any delays, interruptions, suspensions or unavailability of the Website or Software attributable to problems with the Internet or the configuration of Client's computer systems or network. SYSTEM REQUIREMENTS: Karpel Solutions provides the Services and Website based upon the system requirements as specified by Karpel Solutions for Client. Client agrees that Karpel Solutions is not liable for and agrees to hold Karpel Solutions harmless from any failure of the Services, or the Software based upon Client's failure to comply with the system requirements of Karpel Solutions. 4. WARRANTY LIMITATION: The warranties set forth in this Agreement do not apply if non- compliance is caused by, or has resulted from (i) Client's failure to use any new or corrected versions of the Software or Documentation made available by Karpel Solutions, (ii) use of the Page 16 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E16AD Software, Documentation, Website, or Services by Client for any purpose other than that authorized in this Agreement, (iii) use of the Software, Documentation, Website, or Services in combination with other software, data or products that are defective, incompatible with, or not authorized in writing by Karpel Solutions for use with the Software, Documentation, Website, or Services, (iv) misuse of the Software, Documentation, Website, or Services by Client, (v) any malfunction of Client's software, hardware, computers, computer -related equipment or network connection, (vi) any modification of the Software, Documentation, Website, or Services not performed by or otherwise authorized by Karpel Solutions in writing, or (vii) an event of Force Majeure. 5. DISCLAIMER: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS AND IMPLIED, WHICH ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF A USE IN TRADE OR COURSE OF DEALING OR PERFORMANCE. KARPEL SOLUTIONS DOES NOT WARRANT (i) THAT ACCESS TO OR USE OF ALL OR ANY PART OF THE SERVICE, SOFTWARE, DOCUMENTATION OR WEBSITE WILL BE CONTINUOUS, ERROR -FREE OR UNINTERRUPTED, (ii) THAT THE RESULTS ARISING OUT OF CLIENT'S USE OF THE SOFTWARE, DOCUMENTATION OR WEBSITE WILL BE ACCURATE, COMPLETE OR ERROR -FREE, OR (iii) THAT THE SERVICE, SOFTWARE, DOCUMENTATION OR WEBSITE WILL MEET CLIENT'S NEEDS. 6. EXCLUSIVE REMEDIES: If the Software, Documentation, Website, or Services provided under this Agreement do not materially comply with the requirements stated in the Limited Warranty Section outlined above, Karpel Solutions' sole obligation shall be to correct or modify the Software, Documentation, Website or Services, at no additional charge to Client. If Karpel Solutions determines it is unable to correct what is non -conforming, Client's sole remedy will be to receive a refund of the fees paid for the non -conforming Services, even if such remedy fails of its essential purpose. In that event, Client may also elect to terminate this Agreement as set forth in Section 12 of this Agreement. 10. LIMITATION OF LIABILITY CLIENT AGREES THAT KARPEL SOLUTIONS IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF KARPEL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND CLIENT WAIVES ANY RIGHTS AND AGREES TO HOLD KARPEL SOLUTIONS HARMLESS FROM AND AGAINST ANY SUCH DAMAGES OR LOSSES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE OR OTHERWISE. REGARDLESS OF THE FORM OF THE CLAIM, KARPEL SOLUTIONS' TOTAL LIABILITY TO THE CLIENT SHALL BE LIMITED TO: i THE EXTENT AND AMOUNT OF ANY INSURANCE COVERAGE WHICH ES AVAILABLE FOR SUCH CLAIM(5). OR 00 THE AMOUNT OF FEES CLIENT HAS PAID TO KARPEL SOLUTIONS PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO SUCH CLAIM(S) ARISING. TO THE EXTENT THAT INSURANCE COVERAGE 15 AVAILABLE FOR SUCH CLAIM(S). CLIENT'S SOLE RECOURSE SHALL BE PAYMENT OF ANY AVAILABLE INSURANCE PROCEEDS. Page 17 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 11. INDEMNIFICATION CLIENT'S INDEMNIFICATION: Client will indemnify, defend, and hold harmless Karpel Solutions from and against any and all liability, damage, loss or expense (including reasonable attorneys' fees) arising out of (i) any claim, demand, action or proceeding, statutory or otherwise, relating to the use of the Website, Software, Documentation or Services in a manner not expressly described or permitted by this Agreement, (ii) use of the Website, Software, Documentation or Services in any unlawful manner or for any unlawful purpose, (iii) Karpel Solutions' use of Client Content as permitted by this Agreement that allegedly infringes upon orviolates any third party Intellectual Property rights, or (iv) Karpel Solutions' use of Client Content as permitted by this Agreement that allegedly violates privacy rights or other rights with respect to Personally Identifiable Information of a third party. KARPEL SOLULTIONS' INDEMNIFICATION: Karpel Solutions will indemnify, defend, and hold harmless the Client from and against any claim or suit brought against Client allegingthat the Software directly infringes upon or violates any valid U.S. Intellectual Property rights. Karpel Solutions shall have the right to select counsel for purposes of its defense obligations hereunder and will at all times have the right to control the defense of such claim or suit. Karpel Solutions will not be liable for any cost or expense incurred by Client in connection with any such suit or claim, without Karpel Solutions' prior and specific authorization and consent. Client agrees to cooperate with Karpel Solutions and to provide such assistance as may be requested by Karpel Solutions in connection with the defense of such claim or suit. Notwithstanding the foregoing, Karpel Solutions shall not be obligated to defend or indemnify Client if the infringement claim is based solely or in part upon or arises out of: (i) any modification of or alteration to the Software not made by Karpel Solutions, (ii) any combination or use of the Software with products, hardware or services not supplied by Karpel Solutions or approved in writing by Karpel Solutions in advance of such combination, (iii) Client's continuance of allegedly infringing activity after being notified of such activity, or after being informed of modifications that would have avoided the alleged infringement, (iv) Client's failure to use corrections or enhancements made available by Karpel Solutions, (v) use of the Software not in accordance with the applicable Documentation or this Agreement, or (vi) use of the Software in a manner for which it was neither designed nor contemplated. In no event shall Karpel Solutions' total liability and obligation under this Section exceed the total fees Client has paid to Karpel Solutions under this Agreement in the twelve (12) month period prior to the assertion or filing of such claim against Client. The foregoing remedies constitute Client's sole and exclusive remedies, and Karpel Solutions' entire liability and obligation with respect to any suit or claim for infringement or misappropriation of third -party Intellectual Property rights or with respect to the Software. NOTIFICATION OBLIGATIONS OF INDEMNIFIED PARTIES: The indemnification obligations set forth above will apply only if and to the extent (i) the indemnified party gives prompt written notice to the indemnifying party of the assertion of any such claims, demands, action or proceeding, (ii) the indemnifying party has the right to select counsel and control the defense and all negotiations for settlement thereof and (iii) the indemnified party provides all reasonable information, assistance and cooperation required to defend such claim, demand, action or proceeding. The indemnifying party shall not settle or dispose of any such claim, demand, action or proceeding without written notification to the indemnified party in the event that the proposed settlement or disposal would materially adversely impact the indemnified party. Page 18 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 12. TERMINATION TERMINATION: Client may terminate this Agreement upon thirty (30) days' notice to Karpel Solutions of Client's intent to terminate in the event that Karpel Solutions has failed to perform under or materially breaches this Agreement. Thereafter, Karpel Solutions will have thirty (30) days from the receipt of such notice to cure the alleged failure or breach. If at the end of such thirty (30) day period, Karpel Solutions has not cured the alleged failure or breach, then Client may terminate this Agreement. Karpel Solutions may terminate this Agreement on thirty (30) days' written notice for any reason. Either party may immediately terminate this Agreement in the event the other party (i) files for, or has filed against it, a bankruptcy petition, and such petition is not dismissed within sixty (60) days of the filing date, (ii) ceases to conduct business in the normal course, (iii) makes an assignment for the benefit of its creditors, (iv) is liquidated or otherwise dissolved, (v) becomes insolvent or unable to pay its debts in the normal course, or (vi) has a receiver, trustee or custodian appointed for it. RIGHTS AFTER EXPIRATION OR TERMINATION: Upon expiration or termination of this Agreement, Karpel Solutions will immediately terminate Client's access to and use of the Website, Documentation, and Services. Upon expiration or termination of this Agreement, each party shall immediately cease use of any Confidential Information received from the other party. Within thirty (30) days of written request following termination or expiration of this Agreement, Karpel Solutions shall coordinate with Client with respect to the return of Client Content and Confidential Information obtained or shared during the course of the Agreement. Client understands that upon any termination or expiration of this Agreement, Client must return to Karpel Solutions (or at Karpel Solutions' election, destroy and certify such destruction in writing) any Documentation or other materials provided by Karpel Solutions, whether in written or electronic form, regarding the Website, Software or Services provided under this Agreement. 13. GENERAL PROVISIONS NOTICES: Any notices provided under this Agreement will be in writing in the English language and will be deemed to have been properly given if delivered personally or if sent by (i) a recognized overnight courier, (ii) certified or registered mail, postage prepaid, return receipt requested, or (iii) electronic means, followed by mailing a copy by regular U.S. mail, postage prepaid. Karpel Solutions' address for such notices is set forth below. Client's address for such notices will be the address on file with Karpel Solutions as provided by Client. Such address or contact information may be revised from time to time by Karpel Solutions and/or Client by written notice as described in this Section. All notices sent by mail will be deemed received on the tenth (10th) business day after deposit in the mail. All notices sent by overnight courier will be deemed given on the next business day after deposit with the overnight courier. All notices sent by electronic means will be deemed given on the next business day after successful transmission. Karpel Solutions c/o Matt Ziemianski, CEO 9717 Landmark Parkway, Suite 200 St. Louis, MO 63127 (314) 892-6300 mziemianski kar el.com Page 19 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is to be construed and governed by the laws of the United States and the State of Missouri, without regard to conflict of law's provisions. Any dispute arising out of or in connection with this Agreement must be brought exclusively in the appropriate court(s) located in St. Louis County, Missouri, and Client expressly waives any and all objections regarding jurisdiction, venue, and forum non conviens in such court(s). If either Karpel Solutions or Client employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs from the non -prevailing party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date set forth below. This Agreement, togetherwith the MasterTerms and Conditions attached hereto and incorporated herein and all other attachments, constitutes the entire agreement between the parties, superseding all prior written and oral agreements. The parties hereto agree that this Agreement may not be modified, altered, or changed except by a written agreement signed by the parties hereto. Prior to acceptance of this Agreement, Karpel Solutions reserves the right to make modifications to this Agreement. The signatories warrant they have the authority to bind their respective party. City of Federal Way, Washington D"uSigned by - Signature Jim Ferrell Printed Name Mayor Title May 6, 2022 1 1:49 PM CDT Date Karpel Solutions EDocuSigned by: t. iaA su d .n1 F ,R !i7 Signature Matt ziemianski Printed Name CEO Title May 9, 2022 1 10:08 AM PDT Date Page 20 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Mailing Contact, Thomas Fichtner Mailing Address: 33325 8th Ave E Federal Way, WA 98003 Billing Contact: Thomas Fichtner Phone Number: 253-835-2547 Email Address: thomas.fichtner@cityoffederalway.com Billing Address: 33325 8th Ave E Federal Way, WA 98003 Tax Exempt? No ® Yes ❑ if es please attach copy of tax exempt ce[ Ufficate Agency Project Manager Contact: Thomas Fichtner Phone Number: 253-835-2574 Email Address: thomas.fichtner@cityoffederalway.com Project IT Contact: Thomas Fichtner Phone Number: 253-835-2574 Email Address:thomas.fichtner@cityoffederalway.com Page 21 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 14. MASTER TERMS AND CONDITIONS KARPEL COMPUTER SYSTEMS, INC. (dba "Karpel Solutions"), MASTER TERMS AND CONDITIONS GENERAL TERMS 1. ACCEPTANCE TERM. The proposal attached to these Master Terms and Conditions is tendered for acceptance in its entirety within thirty (30) days from the date of the proposal, after which it is to be considered null and void. 2. MODIFICATION AND WAIVER. Any modifications of this Agreement must be in writing and signed by both parties. Neither party will be deemed to have waived any of its rights under the Agreement by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon Karpel Solutions, Client, and Karpel Solutions' successors and assigns. Notwithstanding the foregoing, Client may not assign or otherwise transfer this Agreement or Client's rights and obligations under this Agreement without the prior written consent of Karpel Solutions, and any purported assignment or other transfer without such consent will be void and of no force or effect. Karpel Solutions may assign and /or transfer this Agreement or Karpel Solutions' rights and obligations under this Agreement at any time and the Client's consent to such assignment or transfer is not needed. 4. FORCE MAJEURE. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach thereof are delayed or prevented by reason of any act of God, government, fire, natural disaster, accident, terrorism, network or telecommunication system failure, sabotage or any other cause beyond the control of such party ("Force Majeure"), provided that such party promptly gives the other party written notice of such Force Majeure. 5. INDEPENDENT CONTRACTORS. The parties will be deemed to have the status of independent contractors, and nothing in this Agreement will be deemed to place the parties in the relationship of employer -employee, principal -agent, or partners or joint ventures. Neither party has the authority to bind, commit or make any representations, claims or warranties on behalf of the other party without the other party's prior written approval. 6. SOFTWARE ANOMALIES. New commercial software releases or upgrades, or any hardware and/or software owned by or licensed to Client, used in connection with Karpel Solutions' Services may have anomalies, performance or integration issues unknown to Karpel Solutions which can impact the timely, successful implementation of information systems. Karpel Solutions will inform the Client promptly if this occurs and will attempt to analyze, correct and/or work around the anomalies or performance issues on a "best efforts" basis. Karpel Solutions is not responsible for any delay or inability to complete its Services if such anomalies or performance issues occur. Client is responsible for payment for all of Karpel Solutions' Services at the rate stated in the Agreement whether or not a successful solution is achieved. Page 22 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 7. SOFTWARE AUDIT. Client agrees to allow Karpel Solutions the right to audit Client's use of PbK and license of PbK at any time. Client will cooperate with the audit, including providing access to any books, computers, records or other information that relate to the use of PbK. Such audit will not unreasonably interfere with Client's activities. In the event that an audit reveals unauthorized use, reproduction, distribution, or other exploitation of PbK, Client will reimburse Karpel Solutions for the reasonable cost of the audit, in addition to such other rights and remedies that Karpel Solutions may have. Absent extenuating circumstances or circumstances which lead Karpel Solutions to believe that there has been unauthorized use, reproduction, distribution or other exploitation of PbK by Client or Client's agents, Karpel Solutions will not conduct an audit more than once per year. 8. CLIENT ENVIRONMENT. Client is responsible for the application, operation and management of its information technology environment, including but not limited to: (a) purchasing, licensing and maintaining hardware and software; (b) following appropriate operating procedures; (c) following appropriate protective measures to safeguard the software and data from unauthorized duplication, modification, destruction or disclosure; (d) following adequate backup contingency plans; and (e) employing qualified personnel to obtain the desired results. Karpel Solutions is not responsible for the loss of data in PbK or security breaches that result in the unauthorized dissemination of data contained in PbK that is the result of Client not following appropriate operating procedures, security and protective measures and/or following adequate backup contingency plans. 9. MATERIALS. Client Agrees to pay Karpel Solutions for materials purchased for the Client's use. Materials may include computer hardware, software, hosting, facility leases, other services, telecommunications charges, freight, shipping, mailing, document reproduction and any other such costs incurred in performance of services for Client. Client will reimburse Karpel Solutions for all out of town travel expenses, such as automobile/airline travel, hotel, meals, and cab fare provided these costs are discussed and approved in advance by Client. Billing for services rendered on -site on an as needed basis will include portal-to-portal (travel) time. 10. COPYRIGHT. Karpel Solutions reserves the right to seek damages if Client is responsible for a violation of Karpel Solutions' copyright, and Client assumes full responsibility for the acts and omissions of its agents acting in the course and scope of their duties for Client with respect to the protection of Karpel Solutions' copyright. 10. INTERNET AND NETWORK. Karpel Solutions makes PbK available to Client through the Internet and/or Client's own network and systems, to the extent commercially reasonable, and subject to outages, communication and data flow failures, interruptions and delays inherent in the Internet and network communications on the Client's own network and systems. Client recognizes that problems with the Internet, including equipment, software and network failures, impairments or congestion, or the configuration of Client's own computer systems and network, may prevent, interrupt or delay Client's access to PbK. Client agrees that Karpel Solutions is not liable for and Client agrees to hold Karpel Solutions harmless from any delays, interruptions, suspensions or unavailability of PbK attributable to problems with the Internet or the configuration of Client's computer systems or network. 11. PASSWORD PROTECTION. Access to PbK is password -protected. Karpel Solutions provides multiple authentication alternatives for access to PbK. KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE OF STRONG PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's use of PbK. Only the number of authorized users may access the Service and Website. Client must inform their Page 23 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD users that they are subject to, and must comply with, all of the terms of this Agreement. Client is fully responsible for the activities of Client's employees and agents who access PbK. Client agrees that Karpel Solutions is not liable for and Client agrees to hold Karpel Solutions harmless from any unauthorized access to PbK and data or information contained therein, including without limitation, access caused by Client's failure to protect the login and password information of users. 12. SYSTEM REQUIREMENTS. Karpel Solutions provides PbK based upon the system requirements as specified by Karpel Solutions for Client. Client agrees that Karpel Solutions is not liable for and Client agrees to hold Karpel Solutions harmless from any failure of PbK based upon Client's failure to comply with the system requirements of Karpel Solutions. 13. THIRD PARTY SOFTWARE. Karpel Solutions makes no warranties, express or implied, as to any third party software or as to Karpel Solutions' ability to support such software on an on -going basis. 14. LIMITED ENGAGEMENT. Karpel Solutions makes no warranties, express or implied, as to the quality of, or the ability of software developed by Karpel Solutions to operate with, any hardware, network, software, systems and/or external data flows already in place at Client's facilities or as may be added by the Client. NON -SOLICITATION OF KARPEL SOLUTIONS EMPLOYEES Karpel Solutions has invested substantial sums of money and large amounts of time in recruiting, supervising and training Karpel Solutions' employees. Client acknowledges that it has a unique opportunity to evaluate Karpel Solutions employees' performance, and has the potential to hire Karpel Solutions employees. Client further acknowledges that such hiring away would substantially disrupt Karpel Solutions' business and ability to provide its services for others. Client understands that Karpel Solutions' employees are subject to non -competition agreements; therefore, Client agrees during the term of this Agreement and for a period of two (2) years thereafter, Client will not in any manner, directly or indirectly, solicit, recruit or hire, or attempt to solicit, recruit or hire, or otherwise interfere with the employment or engagement of any other employees of Karpel Solutions who are employed or engaged by the Company at the time of the solicitation, attempted solicitation, and/or hire. CONFIDENTIALITY 1. CONFIDENTIALITY. Neither party shall disclose or use any confidential or proprietary information of the other party. The foregoing obligations shall not apply to information which the party receiving the information can demonstrate: (i) was in the possession of or known by it without an obligation of confidentiality priorto receipt of the information, (ii) is or becomes general public knowledge through no act or fault of the party receiving the information, (iii) is or becomes lawfully available to the receiving party from a third party without an obligation of confidentiality, or (iv) is independently developed by the receiving party without the use of any Confidential Information. 2. PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or Karpel Solutions may use in conjunction with PbK may be confidential Personally Identifiable Information of third parties. Karpel Solutions shall use all best efforts to protect the confidentiality of Personally Identifiable Information of third parties. Client Agreements that Karpel Solutions is not liable and Client agrees to hold Karpel Solutions harmless from any claims arising out of disclosure of Personally Identifiable Information caused by Client's own negligence or misconduct. Page 24 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 3. DISCLOSURE REQUIRED BY LAW. In the event that any Confidential Information is required to be disclosed pursuant to any law, code, regulation or court order from a court of competent jurisdiction, the receiving party shall give the disclosing party immediate written notice of such requirement and shall use its best efforts to seek or to cooperate with the disclosing party in seeking a protective order with respect to the Confidential Information requested. 4. SIMILAR PROGRAMS AND MATERIALS. Provided Karpel Solutions is not in violation of the provisions of this Agreement regarding confidentiality, the Agreement shall not preclude Karpel Solutions from developing for itself, or for others, programs or materials which are similar to those produced as a result of Services provided to Client. 5. INJUNCTIVE RELIEF. The parties acknowledge that any breach of the confidentiality provisions of this Section will cause irreparable harm to the other party. Accordingly, the parties agree that the non - breaching party may enforce the provisions of this Agreement by seeking an injunction, specific performance, criminal prosecution or other equitable relief without prejudice to any other rights and remedies the non -breaching party may have available to it. MARKETING 1. Client agrees that Karpel Solutions may identify Client as a customer of Karpel Solutions in Karpel Solutions' written promotional and marketing materials, as well as in any oral or visual presentations regarding the business of Karpel Solutions. 2. Provided Karpel Solutions is not in violation of the provisions of this Agreement regarding confidentiality, Karpel Solutions shall have the right to demonstrate for other prospective clients any application developed by Karpel Solutions under this Agreement and shall have the right to include information about any such application in marketing materials and presentations. MISCELLANEOUS 1. ELECTRONIC DOCUMENTS. To the extent possible, and under the terms required by Client, Client and Karpel Solutions may communicate by electronic means, including but not limited to, facsimile documents and email. Both parties agree that: a signature or an identification code ("USERID") contained in an electronic document is legally sufficient to verify the sender's identity and the document's authenticity; an electronic document that contains a signature or USERID is a signed writing; and that an electronic document, or any computer printout of it, is an original when maintained in the normal course of business. 2. SEVERABILITY. If any portion of this Agreement is held to be void, invalid or otherwise unenforceable, in whole or in part, the remaining portions of the Agreement shall remain in full force and effect. Page 25 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Appendix A MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN FEDERAL WAY AND KARPEL 50LUTI0NS FOR PARTICIPATION IN STATEWIDE DATA SHARING FOR PROSECUTORBYKARPEU Parties: 1. The parties to this MOU are Karpel Solutions and Prosecution Offices that are willing to contribute potentially Confidential, Personally Identifiable, Criminal Justice Information to a Statewide Search system for purposes of information sharing with other Prosecution Offices. 2. The parties agree that maximum participation by all Prosecution Offices will strengthen the purposes of this MOU. Accordingly, the parties anticipate and desire that other eligible offices will join this MOU from time to time in the future. A joining agency shall also be considered a partyand shall have the same rights, privileges, obligations, and responsibilitiesas the original parties. Authority Each participating Office warrants that it has the legal authority to enter into this MOU and share Confidential Information, Personally Identifiable Information and Criminal Justice Information with each other and with Karpel Solutions for the sole purpose under this MOU for the deliveryofaStatewide Search function. Definitions Confidential Information - Means information of either Karpel Solutions or Contributing Party which is disclosed under this MOU in oral, written, graphic, machine recognizable, electronic, sample or any other form by one office to the other, and which is considered to be proprietary, sensitive, or trade secret by the disclosing party. Confidential Information of Karpel Solutions expressly includes HOSTEDbyKarpel,PROSECUTORbyKarpel,and Statewide Search. The Confidential Information of Contributing Party includes, subject to the limitation below, Personally Identifiable Information and Criminal Justice Information. Confidential Information for purposes of this MOU does not include information with access restricted to certain users or teams within PROSECUTORbyKarpel by the Contributing Party. Contributing Party - A Prosecuting Attorney's Office that is a party to this MOU. Page 26 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Criminal Justice Information - Any information collected and retained by each Contributing Party within PROSECUTORbyKarpel pel and securelycached on HOSTEDbyKarpel for use byStatewide Search. Criminal Justice Information shall be considered Confidential Information. Criminal Justice Information includes limited information regarding defendants, co-defendants, court dates, charges, cases, and law enforcement referrals. HOSTEDbyKarpel - Application and database delivery platform and website used by PROSECUTORbyKarpel to securely cache Confidential Information, Personally Identifiable Information, and Criminal Justice Information delivered through the Statewide Search function. Information - Includes Confidential Information, Personally Identifiable Information and CriminalJustice Information. Personally Identifiable Information - Means any information that may be used to identify specific persons or individuals, which is collected by each Contributing Party for use in conjunction with the use of PROSECUTORbyKarpel and Statewide Search on HOSTEDbyKarpel. Personally Identifiable Information shall be considered Confidential Information. Personally Identifiable Information includes pedigree information used to identify specific persons or individuals and may include, but is not limited to, date of birth, social security numbers, addresses, and alias names. PROSECUTORbyKarpel - Means the PROS ECUTORbyKarpeI criminal case management system and specifically each Contributing Party's licensed copy of PROSECUTORbyKarpel. Statewide Search - Functionality contained in PROSECUTORbyKarpel that allows each Contributing Party to query or search defendant information, co-defendant information, court dates charge and case information of other Contributing Parties. Purpose The Contributing Parties and Karpel Solutions agree that criminal history and case information currently available through other lawenforcement and public portals isinadequate and sometimes incomplete. The Contributing Parties and Karpel Solutions agree that the sharing of information between each Contributing Party will benefit criminal justice statewide as it will allow for better charging, filing and case disposition decisions. The purpose of this Memorandum of Understanding (MOU) is to establish permissions and guidelines for the use of Personally Identifiable Information, Confidential Information, and Criminal Justice. Information data the parties agree to share between each other and Karpel Solutions in connection with the Statewide Search function inside PROSECUTORbyKarpel that is housed in a secure database on HOSTEDbyKarpel. Page 27 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD In addition to the permissions and guidelines the purpose of the Statewide Search function is multifold: 1. Defendant information - Provide a mechanism for each Contributing Party to search and view basic defendant pedigree information that is contained in each Contributing Party's installation of PROSECUTORbyKarpel and that is cached in a secure database on HOSTEDbyKarpel accessible only from inside PROSECUTORbyKarpel. 2. Charge and Case information -Provide a mechanism for each Contributing Party to search and view defendant charge, referral and basic case information contained in each Contributing Party's installation of PROSECUTORbyKarpel and that is cached in a secure database on HOSTEDbyKarpel that is accessible only from inside PROSECUTORbyKarpel. 3. Co -Defendant information - Provide a mechanism for each Contributing Party to search and view co-defendant information and associations that are contained in each Contributing Party's installation of PROSECUTORbyKarpel and that is cached in a secure database on HOSTEDbyKarpel that is accessible only from inside PROSECUTORbyKarpel. 4. Court Dates - provide a mechanism for each Contributing Party to search and view court date information for cases that are contained in each Contributing Party's installation of PROSECUTORbyKarpel and that is cached in a secure database on HOSTEDbyKarpel that is accessible only from inside PROS ECUTORbyKarpel. Ownership, Entry and Maintenance of Information 1. Each Contributing Party retains sole ownership of, exclusive control over, and sole responsibility over all the information it contributes through Statewide Search including Confidential Information, Personally Identifiable Information and Criminal Justice Information, and may at any time update, correct or delete any information contained in PROSECUTORbyKarpel. Any changes made to Information in PROSECUTORbyKarpel by the Contributing Party will be reflected in the Information shared through Statewide Search. Information shared through Statewide Search cannot be altered by the Contributing Party independent of PROSECUTORbyKarpel. All entries into Statewide Search are clearly delineated to identify the jurisdiction or Contributing Party. 2. Each Contributing Party has the sole responsibility and accountability for ensuring the information it enters into PROSECUTORbyKarpel and subsequently shared through Statewide Search was not obtained in violation of any federal, state, local or tribal law applicable to the Contributing Party. Page 28 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 3. Each Contributing Party has the sole responsibility and accountability for ensuring compliance with all applicable laws, regulations, policies and procedures applicable to the party's entry of information in PROSECUTORbyKarpel that is subsequently shared through Statewide Search and cached by Karpel Solutions on HOSTEDbyKarpel. 4. As information entered into PROSECUTORbyKarpel and subsequently shared through Statewide Search is separately maintained by each Contributing Party in their separate installation of PROSECUTORbyKarpel, and for which each Contributing Party is solely responsible and accountable, information is not alterable or changeable in the Statewide Search database in any way by any other Contributing Party. 5. Statewide Search is only populated with loaned information derived from each Contributing Party and is not intended to be an official repository of original records, or to be used as a substitute for one, nor is the information contained in Statewide Search accorded any independent record status. Statewide Search is merely an application to facilitate the sharing of copies of the information outlined above that is contributed from already existing records contained in each Contributing Party's installation of PROSECUTORbyKarpel. 6. Each Contributing Party agrees to treat information shared through Statewide Search, including Confidential Information, Personally Identifiable Information, and Criminal Justice Information as confidential to the extent authorized by law, including the Freedom of Information Act, 5.U.S.C. § 552, the Privacy Act, 5 U.S.C. § 552a, and STATE SUNSHINE LAWS. Page 29 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD Access to and Use of Information 1. Each Contributing Party will contribute Confidential Information, Personally Identifiable Information, and Criminal Justice Information automatically through PROSECUTORbyKarpel. Each Contributing party agrees and permits other Contributing Parties to access and use through the Statewide Search function such Confidential Information, Personally Identifiable Information, and Criminal Justice Information. 2. Each Contributing Party will have access via PROSECUTORbyKarpel through the Statewide Search function to Information securely cached on HOSTEDbyKarpel for use by Statewide Search. 3. Each Contributing Party agrees and understands that cases, persons, and other Information that is given an authorization level by each Contributing Party within PROSECUTORbyKarpel is not subject to dissemination to other Contributing Parties through Statewide Search. Such cases, persons and Information that are assigned specific users or teams (authorizations) through PROSECUTORbyKarpel authorization levels are excluded in Statewide Search results. 4. Prosecution Offices that are not Contributing Parties are not eligible to use Statewide Search function through PROSECUTORbyKarpel and will not have direct access to Statewide Search within PROSECUTORbyKarpel. 5. Each Contributing Party is responsible for providing its own Internet connectivity to use Statewide Search. 6. Karpel Solutions is responsible for securely caching Information for use by the Statewide Search function. Karpel Solutions houses Information within a secured datacenter that is CAS compliant and SAS70 audited. Multiple levels of security are in place to access the physical systems along with multiple levels of authentication. All systems are backed up and a copy of those backups is kept in two different locations. Additionally, an outside third -party security audit is performed annually, testing both the network and application layers. 7. Karpel Solutions is responsible for providing a secure method of delivery of the Information that is requested through Statewide Search. Karpel Solutions accomplishes this by providing the information in an encrypted stream through SSL (Secure Sockets Layer) that is only accessible by Contributing Parties with the necessary GUID (Globally Unique Identifier) to access such Information. Page 30 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD 8. Each Contributing Party has the sole responsibility and accountabilityforensuringthat the use of the Statewide Search function conforms with laws, regulations, policies and procedures applicable to the Contributing Party. 9. All Contributing Parties agree that any information that is accessed through Statewide Search may only be disseminated in the furtherance of a legitimate law enforcement investigation or criminal prosecution. 10. All Contributing Parties agree that Karpel Solutions is allowed to use Statewide Search for demonstration purposes showing only fictitious Information. Effective Date Duration Modification and Termination 1. As among the Contributing Parties and Karpel Solutions, this MOU shall become effective as to each such party when an authorized representative of the party signs it. 2. This MOU shall remain in full force and effect for each Contributing Party as long as they continue to use PROSECUTORbyKarpel. 3. This MOU may be modified or altered upon the mutual written consent of the duly authorized representatives of each Contributing Party and Karpel Solutions. However, Karpel Solutions and the Contributing Parties may modify, address, and resolve technical and operational details with regards to the functionality of Statewide Search and PROSECUTORbyKarpel that relate to this MOU without obtaining the consent of all Contributing Parties provided that such does not conflict with this MOU. 4. This MOU may be terminated at any time by the mutual written agreement of the authorized representatives of all the parties. A duly authorized representative of Contributing Party may also terminate participation in the MOU upon thirty (30) day written notice to all other parties. Karpel Solutions may terminate the provision of Statewide Search to the Contributing Parties upon thirty (30) day written notice to all the Contributing Parties. A Contributing Party's participation may also be terminated involuntarily if the Contributing Party is not in compliance with the terms of this MOU. 5. Upon termination of this MOU, Karpel Solutions agrees to return or destroy all data that is cached on HOSTEDbyKarpel for use by the Statewide Search function. Page 31 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-ADOC7A2E15AD SO AGREED, the parties below have executed this MOU by the signatures of the authorized representative of the Contributing Party on the dates indicated below. City of Federal Way, Washington 5 DocuSigned by: I' Signature Jim Ferrell Printed Name Mayor Title May 6, 2022 1 1:49 PM CDT Date Karpel Solutions DocuSlgned by_ haff -bVMIa)A SU d .I71QF 9REB-201 Signature Matt ziemianski Printed Name CEO Title May 9, 2022 1 10:08 AM PDT Date Page 32 of 33 DocuSign Envelope ID: 69163CB9-F9B6-4C22-96BA-AD0C7A2E15AD Statewide Data Sharing Portal Details When PROSECUTORbyKarpel recognizes identical Persons in the Statewide Data Sharing Portal, the Statewide button will automatically turn blue. Selecting the Statewide button will show the data in the portal as seen below. j{ p � yar E3 Entity Bogus Charles Robed Jr 09-10-1968 la 50 + 919-99-9999 Q In[ 9% Losing His Way While . Male 6.02 81818 Brady List Black . Brown (555)555-5555 53245243 Unandable Saint Louis MO 63101 Sidle-Liceirl CA 19191818238 665544333 Police Welmart WRD-Ward of the Court 07-15-2015 O Deceased Person Type Contact Info Add— Hist User Fields X Alias Notes Authorized A Relations Schools Add Case Marllan— Gangs Cnmmal Hal Defendant Q wanees CODefendanl Documents Sub—plions Finance /1 G7N Jurisdiction Offense ReportP. Files Course - Seventy Status Stage Merced 03-01-2012 MSO 2014-05555 047-450671 CR-0032445 Firs[ Degree Burglary Person Presen F PROBATION INVEST Merced 03-01-2012 MS02014-05598 047-450424 CR-556677-1 C.'g- First Degree Burglary Person Presen F OPEN JURVTR Mill 03-01-2012 MS02012-05511 047-449923 AP-654654 f PC6641PC220(a)(2)- Assault With Intent TO C F CLOSED FILED Merced 09.27-2011 MS011-9199999 047-428330 CR-35214 HS11104(a)-Sale Transfer And Furnishing A F CLOSED DISP F)41 PaymenLs Vlclirn Or.Ileo Bog.. Chanty C 10 Box 666 North Haverhill IIH I- 1959 n Ca.Bogus Che Te.l aiNn- 123 Fareal tlr Onpee IIH Wh4e Fea 1991 Rxleiphiee Bogus Ch.rle.Jar. 1313 Mah SL Portfeoue, IIH While NW 1966 Beall Bogu. Charles Jenny 1456 Loe.r Way Canler Bameleaq IIH While Male 1%4 Rocbnghe, 09-13-201611H-FISH PO-55432 015066192 CR-12345 Prohttltl Device: Fell, 4 Gar CLOSED D.W.atl n Fge.015 —192 Reporta� 55432 SIaNe 'CLOSED Stile OePo.M -LAgtl14►%IXrs*.W Gar Jurlbkalon (Rocliotae A..IgiiW get.... ARomey camel I -yin Ace, SLis1 Charges Co -Defend Court Detes 1 Proha4 Devoe, FM a Gar V Giiiy-Plea Ham C r nl Far Hal Mae Thai 3 AFSA-Vc.,13 F A O.ma..d-Bench 3 AFSA-V bn<13 F A D—ild-Bench A AFSA-V-03 F Denie..E-Bench 5 FSA- Sexual Contact -Vetia.13 F B Bench .-, Delete Updale Page 33 of 33 COUNCIL MEETING DATE: May 3, 2022 ITEM #: 7f CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: PROSECUTION CASE MANAGEMENT AGREEMENT WITH KARPEL SOLUTIONS POLICY QUESTION: Should the City Council approve the execution of an agreement for a prosecution case management system? COMMITTEE: FEDRAC MEETING DATE: April 26, 2022 CATEGORY: ® Consent ❑. Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: J. Ryan Call, City Attorney DEPT: Law Attachments: 1. Staff Report 2. Agreement Options Considered: 1. Approve the proposed agreement. 2. Do not approve the proposed agreement and provide direction to staff. MAYOR'S RECOMMENDATION: MAYOR APPROV 1. APPROVAL: lnitiaf Diw COMMITTEE RECOMMENDATION: "I move to forward the proposed Agreement to the May 3, 2022 consent agenda for approval. " r` \ f Coln ittee Chair Committee Member PROPOSED COUNCIL MOTION: "I move approval of the proposed Agreement with Karpel Solutions in the amount of onetime costs of $69,100 plus tax and a 10% contingency for a total of $82, 989.10, and authorize the Mayor to execute said agreement. " BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE) QUIVC[L ACTIO APPROVE �3Iq'L?j COUNCIL BILL# DENIED First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 11/2019 RESOLUTION #