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AG 22-026 - OMIGA SOLUTIONS, LLC
RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I . ORIGINATING DEPT./DIV: Federal Way Municipal Court 2. ORIGINATING STAFF PERSON: Tiziana Giazzi EXT: 3016 ;. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT It PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E,c- BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION * CONTRACT AMENDMENT (AG#): 22-026A ❑ INTERLOCAL It OTHER Amendment#2 5. PROJECT NAME: OMIGA SOLUTIONS AMENDMENT -TRANSLATED FORMS 6. NAME OF CONTRACTOR: OMIGA SOLUTIONS ADDRESS: 975 CARPENTER RD NE. LACEY, WA 98516 TELEPHONE 360-915-7017 L-MAI L: ROBERT.PATTERSON@CODESMATINC.COM FAX: SIGNATURE NAME: Mark W. Meyer TITLE President 7. EXHIBITS AND ATTACHMENTS: A scom-, WORK OR SF.RVICFS ❑ COMPI NSAfION ❑ INSURANCE RGQUIIZFMEN'I-S/CER'FIPIC,\"I-I: ❑ ,\I -I. OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 3. TERM: COMMENCEMENT DATE: 04/01/2022 COMPLETION DATE: 04/30/2027 9. TOTAL COMPENSATION $ 8,000.00 addition (2k per year) yy,ppQ.pQ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULA"FED ON HOURLY LABOR CHARGE- ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ONO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED OYES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 502-1100-046-512-50-643 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED A PRESIDING JUDGE DAL -12/7/23 LIE COURT ADMINISTRATOR TG-12/7/23 ❑ RISK MANAGEMENT (Ir- APPLICABLE) 19 LAW TMW 12/12/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D; ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS _ CREATE LLECFRONIC' RLNIINDLR'NOTIFICATION FOR I NIONTH PRIOR TO EXPIRATION DAI'E (111CIUde dept. support staff il'necessary and feel fi•ee to set notification more than a month in advance il'council approval is needed.) INITIAL/ DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# A COMMENTS: 2/20I7 Amendment — Translated Forms This amendment to the OCourt SLA with Federal Way Municipal Court dated April 2022 herein after called "court' provides court access to the universal translated forms as presented through OCourt. Any special and one-off requests will need to go direct, to Omiga Solutions for determination. This amendment and the Translated Forms fee covers ALL legislative changes only to the translated forms that are currently in the forms library within OCourt. Should legislative changes impact Translated Forms in such a way as to create new form(s) those new forms are not covered unless recommended by the Translated Forms committee and accepted by Omiga Solutions. However, due to the process involved there may be a lag time for the translations and verification of the translations. It is estimated the lag time to convert from approved English forms to Translated forms may take an additional 2 weeks. But complications in the process may take longer. In which case Omiga Solutions will provide a projected launch date for the updated forms, The Translated Forms fee also covers the creation of more translated forms in 2024 and the addition of more languages to the library. The launch of new forms/languages will be in Q4 of the calendar year due to the release of Legislative Changes and accommodating that schedule. This is subject to change based on the recommendations of the Translated Forms committee. The committee is a small group of OCourt users who will comprise the Translated Forms committee and Omiga is committed to supporting their recommendations. The fee for Translated Forms will be $2,000 per year. This fee is separate from other fees the court is paying Omiga Solutions and is payable in January of the year in which it is applicable. Le., January 2024 payment covers calendar year 2024. Omiga Solutions, LLC Authorizing STgnature (Federal Way Municipal Court) _ December 4, 2023 Mark W. Meyer _ Date Printed Name ale Printed Name RETURN TO: Tiziana Giazzi EXT: 3016 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: Municipal Court 2. ORIGINATING STAFF PERSON: Tiziana Giazzi EXT: 3016 3. DATE REQ. BY: 4. 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 ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION A CONTRACT AMENDMENT (AG#): 22-026 ❑ INTERLOCAL 19 OTHER STATEMENT OF WORK - AN ADDITIONAL MODULE TO THE EXISTING MASTER AGREEMENT SIGNED ON S. PROJECTNIAME: REPLACEMENT OF JURY SYSTEM 6. NAME OF CONTRACTOR: OMIGA SOLUTIONS ADDRESS: 975 CARPENTER RD NE, LACEY, WA 98516 'TELEPHONE 360-915-7017 E-MAIL: ROBERT.PATTERSON@CODESMARTINC.COM FAX: SIGNATURENAME: ROBERT PATTERSON TITLE OCOURT PRODUCT MANAGER 7. EXHIBITS AND ATTACHMENTS: IN SCOPE, WORK OR SERVICES 99 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN El REQUIRED LICENSES El PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 0hlTn COMPLETION DATE: I. TOTAL COMPENSATION $ 8,000 FOR THE PROGRAM AND $2,500 PER YEAR FOR MAINTENANCE (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE- ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED AYES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: El RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 502-1100-046-512-50-643 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED A PRESIDING JUDGE DAL/3/9/23 IIIIE COURT ADMINISTRATOR TRG/3/9/23 ❑ RISK MANAGEMENT (IF APPLICABLE) 0 LAW KVA 3/9/2023 / 3/13/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support stall if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT ■ SIGNATORY (MAYOR olz Znl*.) " i CITYCLERK ❑ ASSIGNED AG# COMMENTS: INITIAL / DATE SIGNED -'— 2'L? �� f4 c1z3 M AG# zn0I7 p?� OMIGA S:O:LU TI ON S Statement of Work Not -to -exceed deliverable City of Federal Way - Courts Tiziana Gianni OSummons Jury Management 15, 2023 30, 2027 03/15/2023 Omiga Solutions Statement of Work Page 1 Statement of Work SCHEDULE OF TASKS Setup and configure Windows ' Service for Court in QA Server 3 environment Deploy to QA Server environment 3 court information for Jury service Perform QA Testing 2 Setup and configure Windows Service for Court in production 3 Server environment Deploy to Production Server environment court information for 3 Jury service Perform Production site Testing 2 Ensure the proper mapping of prospective Juror matches up to 1 the fields of the Summons document. Setup/Configure of Database information including the master files of the prospective Juror for random selection. Configuration of code for the ' proper variance of selection of Jurors based on zip codes in the clients jurisdictional area. OBJECTIVE City of Federal Way desires to have in -place a beginning to end Jury management system. This system would have a modern interface for court clerks to easily access information concerning Jurors, as well as an interface for prospective jurors to enter information to help automate the jury selection process for the court clerks. The City of Federal Way feels this will save them quite a bit of time, monitoring, and extra effort as well as improving efficiency for the trial by jury process. SUCCESS CRITERIA Project Success Criteria is defined as delivery of specific business capabilities, as follows: 03/15/2023 Statement of Work Page 3 Statement of Work o Developing and deploying the scope and steps necessary for all deliverables listed in the table above. o Eliminating the dependency on physical paper reports for bulk data -entry tasks. o Reducing data -entry errors o Creating a re -useable platform for all future trials by jury process. o The applications allow for basic trial information, random jury selection, summons creation to be mailed by court, juror's portal for public to enter information, different juror categories to manage juror progress in the jury process, allows a calculation and accounting for any payments for being a juror, creation of certificate showing completion of jury duty. ASSUMPTIONS Certain assumptions and premises need to be defined to identify and estimate the required tasks and timing for the project. ➢ The Project Plan(s) assume(s) no key interdependencies with other initiatives. Interdependencies and their impacts will be described as they are identified. ➢ City of Federal Way will provide a word document of the style of information they wish for the Paper summons to be mailed via postal service. ➢ City of Federal Way will support this initiative by allowing Omiga Solutions to interview key staff during scheduled meetings and interviews. ➢ City of Federal Way will obtain an excel style document as a master list of prospective jurors of the customer's jurisdiction to be loaded into the database for random jury selection. ➢ City of Federal Way and court customers will participate in the integration and quality assurance testing prior to and after the go -live production launch date. ➢ A juror's portal is created to help minimize the workload of the court for entering data for the qualification of being a juror member. Costs and Payment Schedule • City of Federal Way agrees to fund $8,000 for the total effort, due after implementation of the services. The City of Federal Way agrees to pay after the first year of service the annual maintenance fee associated with server maintenance and systems upkeep not to exceed $2,500.00 to be outlined in the Service Level Contract for the three (3) next following years. This fee is NOT intended for feature enhancements or future improvements. It is intended solely for ensuring proper security and industry best - practices, and normal operating procedures. The City of Federal Way' Court understands that this fee will not cover all future systems hosted by Omiga Solutions, only the OSummons Jury Management. 03/15/2023 Statement of Work Page 4 Statement of Work Master Services Agreement This statement of work is subject to the terms stated in the Master Services Agreement already in effective per the Agreement for OCourt signed on 2/24/2022 by Judge David A. Larson. Any other terms and conditions to the contrary are null and void. Acceptance and authorization IN WITNESS WHEREOF, the parties hereto each acting with proper authority have executed this Statement of Works under seal. City of Federal Way - Municipal Court David A. Larson Full name Presiding Judge Title Signatu e S (7,2- Date Omiga Solutions LLC. Mark Meyer Full name President Ti!Ie Signature March 15, 2023 Date 03/15/2023 Statement of Work Page 5 RETURN TO: Tiziana Giazzi EXT: 3016 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FW Municipal Court 2. ORIGINATING STAFF PERSON: Tiziana Giazzi EXT: 3016 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ 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: OMIGA SOLUTIONS - OCOURT 6. NAME OF CONTRACTOR: OMIGA SOLUTIONS LLC ADDRESS: 975 CARPENTER RD NE, LACEY, WA 98516 TELEPHONE (360) 915-7017 E-MAIL: ROBERT.PATTERSON@CODESMARTINC.COM FAX: SIGNATURE NAME: Mark W. Meyer TITLE President 7. EXHIBITS AND ATTACHMENTS: 2 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: 04/01/2022 COMPLETION DATE: 04/30/2027 9. TOTAL COMPENSATION $ 36,000 for initial setup (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 1S SALES TAX OWED OYES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: a o l - L � D C�z� r �r Z 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED © PRESIDING JUDGE DAL/ A DIRECTOR TG/2/14/22 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW JRC 2/17/2022 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 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.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK 3 [ ?i p r4 ❑ ASSIGNED AG# AG[Q COMMENTS: LAW INITIAL REVIEW OF DOCUMENTS SUBMITTED BY OMIGA 2/2017 OMIGA SO| HTION S 1 Service Level AnrmemmntOverwigw 2. [Jescrkpton����ervicem ZJ;.��r�������=="=. 2.1 Specific ServiceS--....... -,'.'''~',-'~'.......................................... ...^-''--.......... ,'',',,,,,'-''.,,,,,,,,~.,-,...................... _ ��.,, System and Contract Support Escalation Contact ------------2 Service Performance ------- 4.j, intrastructure Team Availability. 2 4.Z Operational Expectations .... ..... �............ ,°,~-,,.,,............... ,°.................. ................................ .................... '........... ........... . 4~,1~ System Availability ...... .^.~--.................................... ........... ...... '~.......... ........................................... - �.4. ................... .......... ................ ~......... ~_~_',~-,~.~...... , System operational Lioifatfons................ '" 4,$., 0,CoW,t -File ___ _ 4`&` OCmuvtSecurity ...... -........ ............................. ........ .~',~°°~,='',`,... ........... ,,..... __ 4,7�,, Bug ReportinglTracking ---------,~--- '` 4.,B-., System Reporting ................... ~,.',_-~,.,°°,"~~,~_,,,,~,,°""°,~........... .......... _..... -_ 4`9, Record7lwansaction Processing Issues: ._'.................................. ..~,. ~ S.. CQ$kof Services .................................................................. ....... ...................................................................... _ 5-6f, Annual Maintenance Fee EDocummnts) 7' PerkdkqK""Pqomems` ���� 0, ��������m.°,,,,,,,=°,,=,",.""",==^°=""=,""',"`,"=`"``"'",==`""""`~"',===^°``°``==°''`""' ,,=,,,,,,,,',,,,°,,,',,,,=� T%�rn|n��lmn�����r��nm�nt���m*�a�'~~''~~,°."~°",""°..'�°",_~'�°,_,,,,_,~-_.,_,,_____'______,__,,., � �� oossary rATermms....... .-',°,'-^'-,,'...... ,,,',°,_................ ,,,.'-,,._°~',,,',_,,'.',,,-~__',_~'',~_,'_,,........ ......... _ OMIGA SOLUTIONS 1. Service Level Agreement Overview This is a Service Level Agreement (SLA) between OMIGA Solutions LLC. and the City of Federal Way (Hereafter referred to as "Customer"). Outlined within this document is an expected level of service for the maintenance and on- going support related to the OMIGA Solutions' OCourt system. Specifically, this SLA addresses the following: • OMIGA Solutions' commitments • OMIGA Solutions' execution of delivery • Customer commitments • Customer execution of delivery • Success criteria and measurement • SLA change over time This SLA covers the period Apr[] 1., 2022 to April 30., 2027. The. agreement wi11 renew annually at a maintenance fee of $7,000 following the first year of service for the Total of four (4) years as long as the Customer does not assume responsibility for providing court services for any additional municipality or workload does not substantially increase. OMIGA Solutions reserves the right to review the service fee if the Customer does. assume responsibility. for providing court services for any additional municipality. The Customer may terrninate the agreement at the end of any annual period for any reason. At the end of 5 years, the service fee will be reviewed by OMIGA Solutions to reflect any substantial change in the caseload of the court- 2. Description of Services 2.1. Introduction ❑MIGA Solutions is providing its. proprietary OCourt system to Customer. OCourt is online web -based business application that streamlines the court processes and integrates with Washington Sta.te's AOC J€.S system in real time- OCourt has multiple features including case scheduling, E-Forms, E-Signature and. Lobby display. Electronic documents created in OCcurt can be concurrently viewed and edited in real time in a court roam and a defendant located off site in a jail facility. OCourt supports a number of e-signature technologies including touch, physical signature pad and stored signatures online. OCourt offers real time synchronisation to JIS from electronic forms, with built in analytics for Administrators, Clerks, Judges, Prosecutors and Public Defense. There is no similar court product offering For City, Municipal and County courts in the state of Washington. 2.2. Surrounding Support Modules OMIGA Solutions has Modules; Collect R, VRV, and nCourt API, for a data integration point between collection venders, individual court customers and the WA State Administrative Office for the Courts (AOC) Judicial Information System (JIS). These Modules directly update each individual court's receipting system within JIS without relying on the courts to manually enter the information. These Modules reduce repetitive and error -prone tasks associated with manual data -entry related to the collections process. 2.3. Specific Services OMIGA Solutions will: a, Ensure OCourt-specific security processes and best -practices are followed b: Notify Customer of any apparent anomalies in data -transfer c Communicate future enhancements, modifications, or outages to all relevant parties d � Maintain network and identity -related security protocols e i Enforce prep r deployment and maximum server up -time f) Establish and enforce proper application server deployment techniques gi 24x7 maintenance of the server environment h, Maintain an environment scalable to meet current & future customer expectations 3. Problem Management 3.1. General If at any time OCourt users experience a lapse in OCourt services, as defined in this SLA, they should immediately notify their managers, noting specific items to be addressed. 2022 OMIGA Solutions Inc. 1 OMIGA SOLU'GtON$ 3.2. System and Contract Support Escalation Contact List Please use the following escalated contacts for Operational System or -Contract Support issues. Please refer to Section 3.0 to confirm Service Performance standards and metrics. OCourt System Issue Escalation, Contacts. 4. Service Performance 4.1. Infrastructure Team Availability OMIGA Solutions Infrastructure Team hours ofoperation, will be esta,blistreo and; mapaged; unoe.r mutual agreement by OMIGA Solutions and Customer. OMIGA. Solutions proposes the, fallowing, awailapility: Services System Support Hours of operation Regularly scheduled maintenancefrequeney, issue Response Time High Priority Issue. Resolution Time Medium and Low 4.2. Q er: ational Ex >ns ❑.ascription 7.00. AM to:5:i10 PM Monday to F Performed on 20413rd Saturday of user's. 4 Hours 2 Business Days, Server Backe s - — -- Frequency Regularly scheduled backups Dail Loq Truncation Monthly Retention of collection data Continuous (Except for Federal and'State month Email notices are sent to all 4.3. System Availability The OCourt Administrator(s), will work to ensure the following: • All case information that is transmitted between, OMIGA Solutions' servers,, the customer's, server's,, and AOC`s servers, are secured via HTTPS'. • All login passwords will be, restrJOE0 to a sufficient level of complexity so as to prevent brute -force hack - attempts. • OMI'GA Solutions will not store actual user, passwords unless customer ,requires it. • OMIGA Solutions will abide, by: the terms of the overall agreement governing auditing and logging of customer data interactions as specified by the Administrative Office for the Courts (AOC), ■ Logs will be truncated' every 1 month, in order to minim ize the, possibility, of, significant data -loss during security breech • Outages shall be: scheduled with at least one week advanced notification, to all customers; and partners. • All outages or un-expected, probleniis, arising as a result of O.C.ourt software- will be, assigned a dedicated response team within a48-hour period. 2022 OMIGA Solutions Inc. E OMIGA SOLUTIONS • The data -retention period for OCourt will not exceed 7 years. (Customer can request less if needed.) • OMIGA Solutions will provide individual records data to Court Customer upon request, OMIGA Solutions will not retain the document data beyond 180 days. • Regularly scheduled backups will occur every 24-hours with hourly backups of the data within the database. • OMIGA Solutions will maintain the ability to recover from a hard -drive failure or master Hyper-V host operating system failure within a 24-hour period. 4.4. System Operational Limitations While always endeavoring to resolve any system failures, there are conditions that may be beyond OMIGA Solutions' ability to address. Examples include, but are not limited to ■ AOC JIS availability (OCourt will not function properly without JIS functionality) ■ Customer network outage ■ Customer firewall or browser issue that is specific to their own IT environment • Upgrades to Judicial Access Browser System (JABS) that causes a problem or outage ■ SSL certificate(s) expiration • Third party back-up power failure • Restricted access to JIS • JIS down -time (impacts data transmission) OMIGA Solutions' commitments, per this SLA, are limited to those basic services, and designated optional services for OMIGA Solutions supplied or operated systems. Outages within the customer's own systems, and/or the customer's network provider's systems over a period of several days do not fall within the scope of this SLA nor will OMIGA Solutions assume responsibility for them. 4.5. OCourt - File Processing OCourt Overview: The OCourt system is considered a "real-time" system in that users expect to see data in JIS after they've entered it into the system. However, there is also a regularly scheduled [automated] process that kicks off every 24 hours, to migrate the customer's JIS data into our queue for synchronization and error notification. There is another "near real- time" mechanism that is initiated by user actions such as performing a case submittal action or typing in a large number of cases to associate with a hearing. User Authorization and Authentication: A usernarnelpassword for OCourt can be established by registering for the site, and then approved by a Court Administrator or OMIGA Solutions System Administrator. Users that are approved can then be associated with specific roles that will allow them to review various functions that have been associated with their assigned "role" in the system. Handling Dependency Changes: In the event that OMIGA Solutions' OCourt system is operating normally, but there is: 1. An anomaly present in the JIS ar:dlor document storage data, 2. A JIS screen has been modified and the customer has failed to notify OMIGA Solutions, 3, A Document Storage API has been updated OMIGA Solutions may reach out to the customer in order to facilitate a resolution In practice, this type of anomaly rarely occurs. However, if it should occur, OMIGA Solutions will be able to respond within 72 hours of notification regarding any small AOC screen changes. document storage API updates, or data anomalies. If the modification is severe enough (for instance AOC replaces JI.S with a new Case Management System and doesn't tell anyone about it) OMIGA Solutions may not be able to bang, the system back -online within a 72-hour period. Therefore, it is necessary. for AOC and the customer to keep QMIGA Solutions informed of known upcoming changes and upgrades External Doc Storage 5yrs.c Ooerat_ioris Applicable to 3rd-2@rty externally has#ed solutions only! I For certain customers, OMIGA Solutions will support software that is responsible for downloading external data concerning electronic documents associated with a case(s). Security 3fd-party vendor data (i.e. Laser Fiche, SharePo;nt, Sire, etc.) should be made avallable to OMEGA Solutions in a secure fashion, but OMIGA Solutions is not responsible for enforcing agreements between its own Courts 2022 OMIGA Solutions Inc. 3 OMIGA SOLUTIONS customers and their 3rd-party partner vendors. Therefore, OMIGA Solutions will download data related to the OCourt system from Court customer 3rd-party vendors even if it is provided to us in an inherently insecure fashion. It is the customer's responsibility to ensure that their 3rd-party vendors are working in a secure fashion with OMIGA Solutions. Basically, OMIGA Solutions does not control or have: leverage over any Court customer's own vendors. 3rd- artv Data Transmission We will notify our oustamers in. the event that we notice odd patterns in data -transmission such as (a) no data for unusual periods of time, (b) bad data repeatedly being transmitted, (c) too much data being transmitted Ultimately, if the customer wishes. for OMIGA Solutions to work collaboratively with the 3rd-party to resolve the problem, we will doso on a case -by -case basis_ Customer Network, Document Storane Provider. orAOC Svstern Anarnalies: There are many points of failure in the overall data pipe -line for the OCourt system OMIGA Solutions often plays the role of working to resolve any break -downs in the pipeline However, there are times when OMIGA Solutions would have absolutely no knowledge of such a breakdown The following are examples that have occurred. (a) The customer has a network outage (b) The customer has a firewall or browser issue that is specific to their IT environment. (c) AOC has made an upgrade to JABS which causes a problem or outage. (d) AOC has forgotten to update their SSL certificates and the SSL certificates have expired. (e) AOC experiences a network outage Since there are many points of failure, OMIGA Solutions' agreed -upon metrics that are defined in this SLA document may only be applied at the paint that we are the source of the problem. Outages within AOC, the customer's own systems, anchor the customer's network provider's systems over a period of several days do not fall within the scope of this SLA nor does OMIGA Solutions assume responsibility for them. Document Stora e 5 nchronization Operations Cations A - livable to locally installed software only In the case where the document -storage resides internal to the customer, OMIGA Solutions will provide the customer with a Windows executable program. The program is made up of more than 3 files. One file is intended to be configured according to the unique requirements of the customer This file ends with a '.config file extension The Windows executable that OMIGA Solutions provides to the customer will, generally speaking, look for files located in a document storage solution, determine if they are relevant case -related files, transmit them over HTTPS to OMIGA Solutions' e-Docs servers, and then disconnect from the customer's document storage system. For this reason, it is important that the customer not expect that the data displayed in OMIGA Solutions' a-Docs manager will be automatically synchronized with the customer's document -storage solution.. In order to update the case -documents when making a change to your document -management data, you will need to "refresh" the OMIGA Solutions e-Docs external documents list. The executable currently depends on Microsoft NET Framework 4.5 in order to execute and perform its tasks. This may change in the future. The executable transmits the customer's ticket data over port 443 which is a standard SSL port Other than allowing outbound traffic on port 443 and ensuring that the user -account running the executable has the appropriate permissions to read and delete files in the configured processing path of the program, there is no other operational requirement of the software Case -File F'rocessin❑ Executable Mair?tenarncg (A Iica le to Ivcall installed software onl . OMIGA Solutions may periodically update the executable supplied to any Court customer as updates and enhancements are developed Given that this executable is responsible for reading the appropriate document data, and also updating it, there may be updates or enhancements required over time. The maintenance fee associated with any contract related to the OCourt system is partially used to ensure this component. stays up-to-date with technology changes over time If any Court customer wishes to disable or rebuiid'the server that the OCourt executable is running on, they merely need to copy all of the files associated with the Ocourt executable... and place them into a directory on the new server. There is no uninstall process, re -configuration process, or other Windows artifacts in -place that need to be addressed. If any Court customer needs a new copy of the. OCcurt executable, OMIGA Solutions will provide one for them at no charge. 2022 OMIGA Solutions Inc. 4 OMIGA SOLUTIONS Ticket EfgLessmBandwidth. OMIGA Solutions does not expect to have any difficulty processing up to the maximum allowable number of documents that our pre-screened customers are able to accommodate As the exact processing volumes and capabilities of hardware, software, and other factors adjust over time. so will the exact contents of this portion of the Service Level Agreement OMIGA Solutions will be able to provide reports within a 48 hour period of exact case -volume processing and anomalies per customer. 4.6. OCourt Security The OCourt software is. managed by OMIGA Solutions' Network Support Team and is responsible for the physical security, data redundancy, and other aspects of backups and power supply necessary to maintain uptimes that meet the definition of this Service Level Agreement. OMIGA Solutions is responsible for the SSL certificate used to secure individual customer logins via the web -based interface as well as encryption of the ticketing data within the SQL Server storage environment. OMIGA Solutions is also responsible for the verification of regular data -backups and redundancy that is necessary to avoid any data loss. However, in the case of this system... any lost data may be recovered from multiple sources outside of OMIGA Solutions' control. (Such as Washington State ACC or DES. or the customer.) OMIGA Solutions is also responsible for verifying the secure transmission of the case data associated with the OCourt system to the customer's servers and to AOC's JIS. OMIGA Solutions will notify the Court Customer within 48 hours in the event of any known security breach or compromise to the integrity of the data. If OMIGA Solutions determines that a username or password of a valid user for Court Customer was utilized during the security breach, we will immediately deactivate the account and change the password prior to notifying the Court Customer, in order to ensure that no further security breaches occur. 4.7. Bug ReportinglTracking OMIGA Solutions is responsible for tracking all bugs/problems associated with the OCourt software or general processing of OCourt-related tickets from the customer's 3rd-party ticket vendor as needed. OMIGA Solutions currently uses a system known as "AdminiTrack" to facilitate the reporting of bugs. A username/password may be established for any 311J-party wishing to provide bug -reports on a 24x7 basis. Bug reports may be generated from the AdminiTrack system upon request within a 48-hour period. 4.8. System OutagelSecurity Reporting Due to the complexity and number of systems supporting OCourt processing system, it is difficult to centralize a reporting mechanism to identify all system outages, security -related issues, or other concerns over an extended period of time However, OMIGA Solutions will provide a regular security bulletin, for issues within the OMIGA Solutions server and OCourt environment upon request OMIGA Solutions cannot provide information about the system functionality or security of non-OMIGA Solutions server environments. 4.9. Record Transaction Processing Issues: In the event, that transaction processing does not occur correctly, customers are notified in one of 2 ways. (1) via email if it is a long -running transaction. process. (2) Via user-mLe'Fface if it is a "real-time" or "near real-time" transaction. Additionally, the OCourt. Systems Administrator(s) will also be notified It is possible to include other members from various roles in these error notifications upon request. Error emails are filtered by the Customer identifier because there could be more than one Court organization using the same system. A configurable customer email address can be associated with each Customer id. In this case, a "customer identifier" is the unique information that identifies customers such as City of Tacoma, City of Fife, City of Lakewood, etc. 2022 OMIGA Solutions Inc. 5 OMIGA SOLUTIONS 5. Cost of Services 5.1. Annual Maintenance Fee (ScheduleR, EDocuments) Scope of OMIGA Solutions 's OCourt system services to Customer shall be performed for a not -to -exceed annual amount of $ 7,000 The service fee will cover the maintenance and on -going support of the OCourt ScheduleR, and electronic document system described in sections 2, 3 and 4 of this agreement. The cost of Onboarding includes the first year's Maintenance fee. Invoice for only the. Annual Maintenance fee payment will be come due by December 31, 2023 and at the same date for the total of (4) four years ending in 2027. The agreement will renew annually at the same service fee for the following four (4 years as long as the Customer does not assume responsibility for providing court services for any additional municipality or workload does not substantially increase. OMIGA Solutions will invoice the Annual Service Fee quarterly. OMIGA Solutions reserves the right to review the service fee if the Customer does assume responsibility for providing court services for any additional municipality. The Customer may terminate the agreement at the end of any annual period for any reason. At the end of 5 years, the service fee will be reviewed by OMIGA Solutions to reflect any substantial change in the caseload of the court. OMIGA Solutions will make available to the Customer, the Public Access Module (allowing citizens to schedule infraction hearings) at the point it is developed. Implementation and use of the Public Access Module may require an additional service fee The annual maintenance fee above does not include feature enhancements or future improvements. It is intended solely to cover the services in this agreement and to ensure proper security in accordance with AOC guidelines, industry best -practices, and normal operating procedures. The Maintenance Fee will cover any changes needed to any current form in use by the OCourt program From Legislative: Changes for Washington State. Any new forms to be created because of Washington State Legislative decisions will be considered enhancement to the electronic document system and the cost of developingthose forms will be at $500.00 which will be equally shared among the courts actively using the E-Doc program. However, individual customer obligations for Legislative New Forms will not exceed $50.00. After the first 3 Year term of this agreement, the actual number of transactions processed through OCourt for Customer during the year will be used to calculate the maintenance fee and will be reflected in the next version of this service contract. A transaction is a case synchronized from JIS into the OCourt scheduler system. 5.2. Annual Maintenance Fee (collection Modules; Collect R, nCourt API, VRV) If Collection Modules are purchased, the customer agrees to pay the annual maintenance fee associated with server maintenance and systems maintenance as outlined in the Service Contract for collection modules. This fee is based on the annual number of Transactions processed. There are three different levels of Transaction processing: Light under 11,000 transactions $1,000, Medium between 11,000 and 28,000 Transactions $1,200, and Heavy over 28,000 transactions $2,000. Item OCourt j Lobby display Collect R ix nCourt API VRV l C NtoY Public Access (PAM). e-Filing e-Hearing OSummons 2022 OMIGA Solutions Inc. Annual Fee Note _ $7,000 Schedule R and E-Documents N/A N/A�'�'atC°�'��-0}e+'icefee.due in 202s N/A N/A — N/A This module requires VRV licensi N/A N/A N/A N/A Jury Management h OMIGA SOLUTIONS Service Provider and Customer Res,pQnsibilities Role _ Responsibilities OMIGA 0 Installs, updates, and configures the physical Electronic Documents, SchedulR, and Solutions synchronization with JIS and Collection modules. (if a product) • Ensures Electronic Documents, SchedulR, collection modules and synchronization -specific security processes and best -practices are followed Notifies all partners of any apparent anomalies in data -transfer or ongoing operations • Communicates future enhancements, modifications, or outages to all relevant parties • Maintains data -retention policies Customer • Responsible for correcting data -entry errors • Provide all digital data -entry including hearing information, e-Doc data, required e-Document case files, and/or other relevant information • Responsible for syncing the hearing or other data periodically From JIS. (Until a real-time data synchronization mechanism can be built and agreed to by AOC.) • Responsible for following system business practices to ensure long-term operational needs • Responsible for accepting valid users, elevating user permissions, and generally removing users that are no longer part of the Court • Responsible for collaborating with OMIGA Solutions system administrators to iden ify features, functionality, or problems that need to be addressed • Responsible for ensuring proper e-Document signatures and association with relevant hearing. and cane-type.es 7. Periodic Review Process 7.1. Overview This SLA will be reviewed at a minimum once per contract year. Contents of this document may be amended as required, provided mutual agreement is obtained and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements / approvals as required. a) Document Owner: Mark Meyer b) Review Period: Annually or as requested c) Previous Review Date: Has not Happened New d) Next Review Date: December 31 *! , 2023(TB.D) 7.2. Changes 8. Termination of Agreement Process This SLA is a dynamic document and will be periodically reviewed and changed when the following events occur: a) The environment has changed (Federal Way is no longer a primer court entity) b) The customer's expectations and/or needs have changed c) Workloads have changed (Including processing volumes and capabilities) d) Better metrics, measurement tools and processes have evolved. This agreement shall run for a period of twelve (12) months from the effective date and, ►mill be reviewed revised and renewed at the and of this per io I for an additional 2 ears unless either OMIGA SOLUTIONS or CUSTOMER may terminate the agreement at the end of any annual period for any reason. At the end of 5 years, the service fee will be reviewed by OMIGA Solutions. to reflect any substantial change in the caseload of the court. Upon termination of this. Agreement,. OM.IGA Solutions shall have no further obligation to provide any services hereunder to Customer. e) Federal Way decides to take part in the AOC's Tyler/Odyssey project Termination of this Agreement shall not affect any obligation owed by either party to the other as accrued prior to such termination. 2022 OMIGA Solutions Inc. OMIGA SOLUTIONS 9. Glossary of Terms • AOC — Administrative Office of the Courts. • APS —Automated Payment System • OCourt- OMIGA Solutions' proprietary online web -based business application that streamlines the court processes and integrates with Washington State's AOC JIS system in real time OCuurt has multiple features including case scheduling, E-Farms, Archiving. E-Signai.ure and Lv,10,by display • EA Group — Enterprise Architecture Group: A governing body or gaup within the AOC, responsible far the oversight and general design of Information Technology as it relates to the agency. • Executive Management — The ISD Director or other management entity responsible for overseeing the agency Information Services budget and project selection. • ISD — Information Services Division: A division within the AOC responsible for the maintenance and development of Information Technology Software and Hardware. • JIS - Judicial Information Systems • PMO —Project Management Office; the organization responsible for the oversight and direct management of projects within the AOC. • SSL - Secure Sockets Layer; a protocol designed to provide secure communications over the Internet using asymmetric key encryption. 10. Acceptance and Authorization IN WITNESS WHEREOF, the parties hereto each acting with proper authority have accepted and authorized execution of this Service Contract Customer'Ct'c.) Full name 1 Title _ Z)1YI IBLUIC Date OMIGA Solutions. Mark Meyer Full name President Tii#IB: f signature _02/28/2022 Date 2022 OMIGA Solutions Inc Not -to -exceed deliverable ;_ City of Federal Way Courts �-- =■ ---- --- — Tiziana Giazzi OCourt schedule R/ E Documents EL w,.t= ;�.,,;:,o; Date of this- signed document Within 60 days of Onboard begin date Within, 60 days of Onboard begin date May 301h 2027 (estimate) I (Please, read service. Level Agreement document, for more details) 2/17/2022 oNkGA, s WW_#pn;5 4LC. Statement of Work page 2 SCHEDULE OF TASKS Setup Schedu-I,R Setup E-Dots module Setup FTP transfer Total Cost 30 : 42 50 $9, 000 $27,000 01 $36, ❑001 OBJECTIVE Federal Way desires to. have ip-place a, case: processing system, to e.fficien,tly manage court hearing schedule, update. ]IS from. Hearings manager, maintain a library of dynamic court forms that auto populate with defendant information based on 115 records. The system will give real time access to. Judges, Clerks, Prosecutors and.' Defendants live., in, the court room, setting and, allow all parties to sign case forms electronically. The forms will then be stored in the courts document storage system and automatically update into ]IS., CMIGA Solutions LLC. has developed technology to better integrate Washington State's Courts of Limited Jurisdiction, case management system, ]IS, with each individual CourCs internal systems and vendors. SUCCESS CRITERIA Pro ect Success Criteria is defined as delivery of a web application, and services enabling specific business: capabilities, as fellows:. Schedu°led events: in: Hearing Wizard' are a,u:tomaticallY added i n.: )IS • Scheduling of events within the Hearing Wizard allows creating events with, automatic inclusion, of'Defendant;, Case Number,, e_:tc (previously manually added data within Outlook) • Selecting a hearing- will' allow you to. click- on a; Case and` view all documents currently associated with that Case. 211017922 -- S of ►'irk{ Page 3 Statement of Work Document storage solution will be integrated into the case -file management interface to seamlessly leverage Court's existing document storage capabilities. Document templates are defined and available within the OCourt system via a popup window when creating new documents. • Document templates can be populated automatically with the data from the various ]IS screens by choosing "Insert Case # Information". • Pre -populated template data and manually entered data will be stored on the server for future document template generation during a hearing. • Documents can be edited and concurrently viewed between various parties during a courtroom hearing. • Court clerks can organize and distribute documents and package them with non -generated documents as part of a comprehensive case -file for any hearings that are scheduled. Documents can be "saved" back to the Court's document storage solution of choice. Document archives can be reviewed and searched. • Documents can be electronically signed by Judge, Prosecutor, Public Defense and defendants within Federal Way Jail. Documents can be electronically signed by Federal Way staff as needed. Project success functionality can be described as the ability to: System • Display and maintain an up to date schedule of all cases by day/court room • Display open/close cases throughout the proceeding • Maintain a Court Forms library with ability to add/edit/remove forms • Ability to attach forms to either one or more cases Ability to dynamically modify form based on form field values • Ability to extract case metadata from ]IS and populate forms • Ability to collect signatures from an input source like Mouse, Touchscreen and Topaz Signature pad. • Ability to lock a file when judge signs the document • Maintain an audit by user and action • Ability to convert forms into PDF format • Ability to update JIS Administration • Add/Edit/Remove users and assign roles to users 211012022 Statement of Work statemen+ Pft kWk • Wow Dashboard information Wikh ,�Iljl case information, electronic document activity, document archival sates • Maintain backend/lookup tables like Judge, Courtroom and contacts • Ability to main the Form library and JIS hearing type codes • All the ability to perform actions mentioned io Clerk role , Clerk • View court schedule • Add, remo W @rr reschedule case • �artrc k reschedule case ftw Schedule ■ Vied f/�rrrrr� library • Add Form(s) related k,@ case • Updali@ forms conten:k •. K*@ forms V*Nable 4 yr others • Wrr r Wrtfflr q-�g reviewed • Upda It@ Judge • View court schedule • View open cases • Dashboard to view a/I/ ft work in progress forms • Ability to view and edit- case forms • After judge signs the form will be locked • After form is locked only judge can sign the document • Ability W Sign the ffprr Prosecutor View court schedule • View open cases View pick from farms library • Add/submit form(s) related to case • Email the document to their contact ID's • {(ow/edit case forms • Sign forms Public defendant/Attorney • View Qrrrtschedule • View open case forms _ �//1101'0'r' SttrrrenC of ►dt�rkc rage s Statement of Work Email the document to their contact ID's Submit forms Ability to e-Sign forms Federal Way's Defendant View forms made available by Clerk Ability to e-Sign electronic forms ASSUMPTIONS OMIGA Solutions assumes the following: 1. Federal Way will continue to work with OMIGA Solutions to resolve any road -blocks associated with the product. 2. OMIGA Solutions will be providing the document storage integration per agreements with Federal Way. 3. OMIGA Solutions will continue to develop as much of the solution as possible on its own servers so that enhancements, feature upgrades, and bug fixes can be shared with all other customers of OMIGA Solutions. provided separately by OMIGA Solutions 4. The court agrees to pay the annual maintenance fee as outlined in the SLA (Service Level Agreement). The SLA outlines the costs and expectations associated with maintaining the software and data -integrity standards imposed on OMIGA Solutions by the Administrative Office of the Courts (AOC) and Federal Way's own standards. Security Agreement In the case of a data breach of personal customer information through OMIGA Solutions Inc.'s systems, OMIGA Solutions Inc. would be responsible for notifying customers of the data breach. Costs and Payment Schedule • Federal Way agrees to fund $36,000 for the total effort due within thirty days after implementation of the services to Federal Way Municipal Court. • After the first year of service, Federal Way agrees to pay $7,000, the annual maintenance fee, associated with server maintenance and systems needs as outlined in the Service Level Agreement. This fee does not include 211012022 gale+r4m—of work 5ta terrrent e WartIfc future enhancements or future improvements. This fee is intended solely for ensuring proper security; according to ADC guidelines, industry standards, and normal operating procedures. Master Services Agreement This statement of work is subject to the terms stated in the Master Services Agreement effective December 15th 2021. Any other terms and conditions to the contrary are null and void. ,acceptance and authorization IN WITNESS WHEREOF, the parties. hereto each acting with proper authority have executed this Statement of Work, under seal. eFederal Way Ful name Title s9nature Date DM1GA Solutions LLC. Mark Meyer Fall name President — - Title 02/28/2022 �//b�/^ - - statement of work �/ OMIGA SOLUT40NS Applicability. Each quotation and/or OMIGA SOLUTIONS INC. Statement of Work together with this Master Services Agreement ("Offer" or "Agreement") is an offer by Omiga Solutions Inc. ("OMIGA SOLUTIONS") to the City of Federal Way. ("CUSTOMER") to sell to CUSTOMER the professional services performed by OMIGA SOLUTIONS and to enter into the agreement that the offer describes. Acceptance. Each Offer shall be deemed accepted upon the terms and conditions of such Offer by CUSTOMER by written acknowledgement or by the issuance to OMIGA SOLUTIONS of a purchase order or other acceptance document. Acceptance is expressly limited to these terms and conditions. No purported acceptance of any Offer on terms and conditions which modify, supersede, supplement or otherwise alter these terms and conditions, whether contained in CUSTOMER's purchase order or other acceptance document, shall be binding upon OMIGA SOLUTIONS and such terms and conditions shall be deemed rejected and replaced by these terms and conditions unless CUSTOMER's proffered terms or conditions are accepted and physically signed in writing by OMIGA SOLUTIONS. Notwithstanding any contrary provision in CUSTOMER's purchase order or other acceptance document, commencement of work by OMIGA SOLUTIONS shall not constitute acceptance of CUSTOMER's terms and conditions. 3 Limited Warranty and Acceptance of Services. The Services will be performed by OMIGA SOLUTIONS in a manner consistent with good practice in the computer services industry. All Service deliverables will be deemed accepted by CUSTOMER if not rejected in a reasonably detailed writing within fifteen (15) days of submission to CUSTOMER. In the event the Services are not in conformance with this warranty and are rejected as specified above, OMIGA SOLUTIONS will supply commercially reasonable services to correct or replace the work at no charge to the CUSTOMER. THIS IS CUSTOMER's EXCLUSIVE REMEDY FOR BREACH OF WARRANTY relating to Services. 4. Service Warranty Disclaimer. OMIGA SOLUTIONS MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES (other than the limited and exclusive warranty provided for Services under Section 3). OMIGA SOLUTIONS DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE Services, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Intellectual Property for Services. (a) Upon payment in full for all charges under this Agreement, OMIGA SOLUTIONS will grant CUSTOMER such rights, title, and interest it may own to the software and documentation developed by OMIGA SOLUTIONS specifically for CUSTOMER under this Agreement subject to the following limitation. OMIGA SOLUTIONS retains a world-wide, unlimited, perpetual and royalty free right to (i) copy and use the software and documentation internally for any purpose; (ii) copy and distribute to third party's software which performs a general utility function;and (iii) use for any purpose any concepts, ideas, or techniques resulting from the development of the software and documentation by OMIGA SOLUTIONS. OMIGA SOLUTIONS (b) OMIGA SOLUTIONS grants to CUSTOMER all right, title, and interest in the software and documentation that is an enhancement to or modification of existing software or documentation on all of the CUSTOMER's computer systems. (c) Any OMIGA SOLUTIONS software, equipment or consulting, programming, or management tools which may be furnished or utilized by OMIGA SOLUTIONS in the performance of these services shall remain the property of OMIGA SOLUTIONS and shall be immediately returned to OM,IGA SOLUTIONS, upon its request or upon completion of the Services. 6. Service Work Assignments. OMIGA SOLUTIONS retains the right to assign such personnel, including subcontractors, as it deems appropriate to the performance of Services under the Agreement. 7. CUSTOMER Coordination for Services. CUSTOMER will provide a primary point of contact and make available all technical matter, data, information, operating supplies, and computer system(s), as reasonably required by OMIGA SOLUTIONS. OMIGA SOLUTIONS will assign a primary contact person for the Services. 8. Price and Payment. Pricing is outlined in the implementation plan, attached hereto as Exhibit A — Statement of Work and incorporated herein. The prices in this Agreement are exclusive of all applicable taxes, duties, licenses, and tariffs levied upon the sale, purchase or delivery of the Services which remain the CUSTOMER's obligation. Prices quoted are firm for thirty (30) days following the quote unless otherwise provided on the Offer. Except for COD accounts that are due on delivery, payment is due forty-five (45) days from the date of the invoice which will be after the services has been received and accepted by the Customer. All payments will be made in US currency. Out of pocket expenses will be charged as pre - approved by client and incurred. Unless expressly provided to the contrary, items designated by OMIGA SOLUTIONS as estimates are estimates only and are not binding commitments. CUSTOMER will pay interest in the amount of one-half percent (.5%) per month, or the maximum allowed by law whichever is lower, on any outstanding balance owed. 9. Confidential Information. Written and oral information designated as confidential by either party whether before or after the effective date of this Agreement shall be held in strict confidence and used only for purposes of this Agreement. Except as required by law, no confidential information, including the provisions of this Agreement, shall be disclosed without the prior written consent of the party designating the information as confidential. If either party is required to disclose any confidential information of the nthpr party, the party so required shall notify the other party immediately. This section shall not apply to information, which is (i) in the public domain, (ii) already known to the recipient, (iii) developed independently or (iv) received from a third party without similar restriction and without breach of this or a similar agreement. 10. Export. CUSTOMER acknowledges that it is responsible for complying with (and agrees to comply with) all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations maintained by the United States Department of Commerce. Specifically, CUSTOMER covenants that itshall not -- directly or indirectly -- sell, export (including without limitation any deemed export as defined by applicable law), re-export, transfer, divert, or otherwise dispose of any Service deliverable to any country (or national thereof) subject to anti- terrorism controls, U.S. embargo, encryption technology controls, or any other person, entity (or utilize any such person or entity in connection with the activities listed above), or, destination prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. CUSTOMER certifies, represents and warrants that no Service shall be used for any military or defense purpose, including, without limitation, being used to design, develop, engineer, manufacture, produce, assemble, test, repair, maintain, modify, operate, demilitarize, destroy, process, or use military or defense articles. SOLUTIONS 11. Notwithstanding any provision of IT services or designs by OMIGA SOLUTIONS, CUSTOMER acknowledges that it is not relying on OMIGA SOLUTIONS for any advice or counseling on such export control requirements. The Parties agree to indemnify, to the fullest extent permitted by law, each other from and against any fines, penalties and reasonable attorney fees that may arise as a result of a Party's breach of this Section. 12. Public Records. CUSTOMER is subject to the Washington Public Records Act, RCW Chapter 42.56. If records that include "Confidential Information," as defined here, are responsive to a request for public records received by CUSTOMER, CUSTOMER will notify OMIGA SOLUTIONS of the request for public records and give OMIGA SOLUTIONS 10 calendar days to obtain and serve on CUSTOMER a court order preventing release of such records. If no such court order is served on CUSTOMER, CUSTOMER may release such records notwithstanding any obligation of CUSTOMER to keep such records confidential. 13. Limitation of Liability. NO MONETARY RECOVERY IS AVAILABLE FROM OMIGA SOLUTIONS FOR WARRANTY CLAIMS. 14. Cancellation of Order. CUSTOMER may cancel for good cause or for reasons out of the CUSTOMER's control, such as budgetary constraints. Except as otherwise provided herein, CUSTOMER may, with forty-five (45) days written notice, beginning the second day after mailing the notice, terminate this Agreement in whole or in part. If CUSTOMER cancels this Agreement, CUSTOMER must provide reimbursement to OMIGA SOLUTIONS for all work and services already completed. 15. Additional Contractual Rights for Default. If CUSTOMER defaults in performance of any obligation under this Agreement, including the payment of any amount due, OMIGA SOLUTIONS may, at its option, suspend performance, require prepayment, or terminate its performance and collect payment for all Services provided up to the date of termination. If OMIGA SOLUTIONS defaults in performance of any obligation under this Agreement CUSTOMER may, at its option, suspend performance of the Agreement or terminate the Agreement. 16. Attorney Fees. The prevailing party in any action to enforce the terms of this Agreement shall be entitled to its attorneys' fees and costs of suit, which shall be fixed by the judge hearing the case and such fee, shall be included in the judgment. 17. Publication. OMIGA SOLUTIONS agrees to make no reference to the CUSTOMER in any literature, promotional material, brochures, sales presentation or the like without the express written consent of the CUSTOMER. 18. Indemnification. CUSTOMER agrees to defend, at its expense, and to indemnify OMIGA SOLUTIONS against any award of damages and costs based on the claim that any materials or documentation provided by CUSTOMER to OMIGA SOLUTIONS during this engagement infringes a U.S. patent, copyright or other intellectual property right of any third party. To the greatest extent allowed by law OMIGA SOLUTIONS shall defend, indemnify and hold the CUSTOMER, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from its negligence or breach of any of its obligations in performance of this Agreement. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the OMIGA SOLUTIONS and the CUSTOMER, its officers, officials, employees, and volunteers, the OMIGA SOLUTIONS' liability hereunder shall be only to the extent of the OMIGA SOLUTIONS' negligence and CUSTOMER's liability hereunder shall be only to the extent of CUSTOMER'S negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the OMIGA SOLUTIONS' waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 19. Governing Law. These Terms and Conditions will be construed in accordance with the laws of m IGA SOLUTIONS the State of Washington. All legal claims must be filed in King County Superior Court. 20. No Waiver. The failure of either party to insist upon strict performance of any of the provisions of the Terms and Conditions will not be deemed a waiver of any breach or default. The remedies provided to OMIGA SOLUTIONS hereunder are not a waiver of the remedies of OMIGA SOLUTIONS under applicable law. 21. Severability. If any provision of the Agreement is unenforceable as a matter of law, all other provisions will remain in effect. 22. Excusable Delay. OMIGA SOLUTIONS will not be liable for any delay or failure of performance whatsoever due to acts of God,earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, or other circumstances beyond OMIGA SOLUTIONS's control. 23. Insurance. OMIGA SOLUTIONS agrees for the duration of this contract to procure and maintain insurance against claims for injuries to persons or damage to propertywhich may arise from or in connection with OMIGA SOLUTIONS's services, supplied to the Customer. OMIGA SOLUTIONS's maintenance of insurance as required by this agreement shall not be construed to limit the liability of OMIGA SOLUTIONS to the coverage provided by such insurance, or otherwise limit the Customer's recourse to any remedy available at law or in equity. OMIGA SOLUTIONS agrees to procure and maintain a Commercial General Liability insurance that shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover products liability. The Customer shall be named as an additional insured under OMIGA SOLUTIONS's Commercial General Liability insurance policy using ISO Additional Insured -Contractor's Endorsement CG 20 15 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits of no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $2,000,000 products liability aggregate limit. The insurance coverage shall be the primary insurance as respect to the Customer. Any insurance, self- insurance, or insurance pool coverage maintained by the Customer shall be excess of OMIGA SOLUTIONS's insurance and shall not contribute with it. OMIGA SOLUTIONS's insurance shall be endorsed to state that the coverage shall not be cancelled by either party, except after thirty (30) DAYS prior written notice by certified mail, return request, has been given to the Customer. The said insurance is to be placed with insurers with a current A.B. Best rating of not less than A: VII. OMIGA SOLUTIONS will furnish the Customer with the original certificate and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured PnrinrsPment, evidencing the insurance requirements of this contract before security services will commence and be accepted by the Customer. 24. Entire Agreement. These terms and conditions along with the Offer constitute the entire agreement between the parties as,to the sale Services and supersede all prioror current written or oral statements, representations, negotiations, agreements and understandings. Authorized Signature Authorized SigtV-aLgre Name: Mark W. Meyer Name: � mil/' I'' ` k' � "' SC'A Title: President Title: 1.e � al Date: 2/28/2022 Date: