AG 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
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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.
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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). ,
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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
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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.
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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.
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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.
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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
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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
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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
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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.
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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.
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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.
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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 #