HomeMy WebLinkAbout23-108 - Karpel Solutions - Prosecutor Software
23-108
Council Approval N/A
9717 Landmark Parkway | St. Louis, MO 63127 | (314) 892-6300
CITY OF TUKWILA, WASHINGTON
CONTRACT FOR
PROSECUTORbyKarpel®& HOSTEDbyKarpel®
TABLE OF CONTENTS
1. DEFINITIONS ......................................................................................................... 3
2. SCOPE OF WORK .................................................................................................. 4
3. OTHER WORK ....................................................................................................... 5
4. CLIENT RESPONSIBILITIES & OBLIGATIONS .......................................................... 5
5. INVESTMENT SUMMARY AND PRICING ............................................................... 7
5.1 Payment Terms ...................................................................................... 10
6. ANNUAL SUPPORT ............................................................................................. 11
6.1 TECHNICAL SUPPORT FEES ..................................................................... 11
6.2 SERVICE LEVEL COMMITMENT............................................................... 13
7. OWNERSHIP OF INTELLECTUAL PROPERTY ........................................................ 14
8. LICENSE TERMS AND USE ................................................................................... 14
9. WARRANTY......................................................................................................... 16
10. LIMITATION OF LIABILITY ................................................................................... 17
11. TERMINATION .................................................................................................... 17
12. NON-SOLICITATION AND CONFIDENTIALITY OBLIGATIONS .............................. 21
13. MISCELLANEOUS ................................................................................................ 22
MEMORANDUM OF UNDERSTANDING (MOU) .............................................................. 27
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This Agreement between Karpel Computer Systems Inc., a Missouri corporation, doing business as Karpel
the City of Tukwila (hereinafter referred to
hereby entered into between the parties with respect to one or more of
copyrighted software program(s) known as PROSECUTORbyKarpel®, DEFENDERbyKarpel®, and/or
HOSTEDbyKarpel® the Software Program(s).
1.DEFINITIONS
1.
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 Program(s) 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.s Client uploads or inputs into
the Software Program(s), including, without limitation, Personally Identifiable Information.
3. Program(s),
which Client may request, and Karpel Solutions agrees in writing to provide.
4.ny operating instructions, specifications and other documentation
related to the operation, description and function of the Software Program(s) provided by Karpel
Solutions whether supplied in paper or electronic form.
5.(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.
Internet.
7.(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 the Software Program(s). Personally Identifiable Information shall be
considered Confidential Information.
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8.Software Program(s)s the PROSECUTORbyKarpel® and/or DEFENDERbyKarpel® case
management systems and/or the HOSTEDbyKarpel® system, as the case may be, and specifically
ies of the Software Program(s).
9.sservices provided by Karpel Solutions in connection with the Software
Program(s).
10.
Services as set forth below in the Service Level Commitments for the delivery of the Services.
11.ies of the Software Program(s), and includes any and all
updates, enhancements, underlying technology or content, interfaces, other Enhancements and
any Documentation as may be provided Client by Karpel Solutions.
2.SCOPE OF WORK
Karpel Solutions will perform all work in accordance with the descriptions, scopes and specifications
hereafter described.
Deadline Tasks and deliverables
June 15, 2023 Server & PC assessment completed and any necessary hardware or software ordered
to meet PBK Installation Prerequisites.
Assigned resources: Client Project Manager and IT.
June 15, 2023 Pre-implementation meeting with Client Project Manager and System
Administrators. Project Team is selected including Karpel Staff and Client System
Administrators. (One Client System Administrator must be a Policy Setting Attorney).
This meeting will begin with application overview, legacy data application analysis,
reports, and interface definitions of current existing interfaces. 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 Manager. Client Project Manager and system
administrators.
June 26, 2023 First Data Conversion Webinar- Data is reviewed on Karpel servers. Client document
templates are reviewed. Data validation spreadsheets will be explained, and data
validation will begin. Review of timeline to meet scheduled "go live" date.
Assigned resources: Karpel Project Manage and data migration specialist. Client
Project Manager, system administrators, and selected data validation users.
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June 26, 2023 Karpel Support installation 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 and Karpel Support Technicians. Client
Project Manager and IT.
June 27, 2023 Online document template conversion review- Client will review converted templates
for accuracy and report any inaccuracies to Karpel over the next two weeks.
Assigned resources: Karpel Project Manager and document conversion specialist.
Client Project Manager and system administrators.
June 29, 2023 Final teleconference status meeting with Karpel and Client Project Manager to verify
final data accuracy and training area is prepared for scheduled training.
Assigned resources: Karpel Project Manager. Client Project Manager and system
administrators.
July 3, 2023 Final Data Conversion is loaded. Karpel trainers arrive at the training room. Final
configuration of PbK is reviewed with all system administrators present. User training
begins. Client begins using PbK in a live state.
Scope/.
The above Go Live date will no longer be valid if Client fails to sign this contract by June 15, 2023. The
Project Scope/Timeline may be modified as mutually agreed upon by Client and Karpel Solutions. Changes
to the Project Scope/Timeline after execution of this Agreement may result in an additional fee as set
forth .
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
Scope/Timeline listed above into a format that can be utilized by the Software Program(s). 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.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.
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2.Access to systems and equipment as required by Karpel Solutions including:
a.The Software Program(s) application access using Karpel Solutions laptops and C
network for training and application testing.
b.Installation of the Karpel Solutions remote support tool on all desktops accessing the
Software Program(s) applications. Failure of Client to provide access to enable support
tool constitutes a material breach of this Agreement and may result in termination of this
Agreement.
c.Physical
can visually verify and test the setup of each workstation prior to mock go-live.
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 the Software Program(s).
a.Legacy data (i.e., any
Agreement) must be provided to Karpel Solutions as soon as possible but not later than
June 30, 2023. Additional data sources provided after this date will not be converted
unless mutually agreed in writing otherwise.
b.Document templates and a signed Document Template Formatting Agreement must be
provided to Karpel Solutions as soon as possible but no later than 90 days before the
above go live date. Document templates provided after this date will not be converted
unless mutually agreed in writing otherwise.
4.An authorized attorney 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.Workflow meetings
iv.Interface definition meetings and signoff
v.Charge language review and approval
vi.Document template review and signoff
vii.Data conversion review and signoff
5.Sufficient time for all data conversion reviews, if applicable, will include a minimum of:
a.Verification and review of ten (10) cases per year for each Client department of any legacy
system(s) data during each review.
b.Client is responsible for validating their data and code table set up during the project.
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 may be
required for the work required to fix the issue.
6.PASSWORD PROTECTION AND USER REQUIREMENTS. Access to the Software Program(s) is
password-protected. Karpel Solutions provides multiple authentication alternatives for access to
the Software Program(s). KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE OF STRONG
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Software
Program(s). Only the number of users set forth in the Cost Sheet may access the Software
Program(s). Client must inform their users that they are subject to, and must comply with, all of
agents who access the Software Program(s). Client agrees that Karpel Solutions is not liable for,
and Client agrees to hold Karpel Solutions harmless for, any unauthorized access to the Software
Program(s), including without limitation, access caused by data destruction and/or failure to
protect the login and password information of users.
7.RESTRICTIONS ON USE. Client agrees to conduct all activities on the Software Program(s) in
accordance with all applicable laws and regulations. Access to the Software Program(s) must be
solely for Cliealter,
modify, decompile, mirror, translate, disassemble or otherwise reverse engineer any part of the
Software Program(s), source code, algorithms, or underlying ideas of the Software Program(s); (ii)
add to, remove from, or otherwise modify the Software Program(s), interfaces, and/or data
without the express written consent of Karpel Solutions; (iii) provide, lease, lend, subcontract,
sublicense, or re-publish for service bureau or hosting purposes any or all of the Software
Program(s); (iv) reproduce, modify, copy, distribute, publish, display or create derivative works of
any or all of the Software Program(s) or (v) alter, remove, or obscure any copyright, trademark or
other proprietary notices or confidentiality legends on or in the Software Program(s).
8.SUSPENSION OF ACCESS. Karpel Solutions reserves the right to immediately suspend access to
Software Program(s) without notice and at any time: (i) if Karpel Solutions suspects or has reason
to suspect a security or data breach; (ii) if suspension is necessary to protect
; (iii) if Client misuses the Software Program(s);
(iv) if Client fails to make any payments as required under this Agreement; and/or (v) if Client
otherwise violates this Agreement. Karpel Solutions will provide notice to Client upon suspension
of the Software Program(s).
5.INVESTMENT SUMMARY AND PRICING
Karpel Solutions will perform its Services in exchange for payment as set forth below.
Software Products/Licensing Qty. Price Total
PROSECUTORbyKarpel 2 $2,250 $4,500
External Agency Portal 1 $5,000 $5,000
Total Software $9,500
Installation Services Qty. Price Total
PROSECUTORbyKarpel Installation and Configuration 1 $1,000 $1,000
Data Preload 1 $0 $0
Client Support Tool, Scanning Tool and System
Compatibility Check (per computer) 2 $50 $100
Total Installation Services $1,100
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Professional Services Qty. Price Total
Project Management No Additional Cost
Pre-Implementation Services (hours, remote) 4 $150 $600
Data Conversion: Walls Law Firm PbK 1 $5,000 $5,000
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 50 Document (max of 25 Civil) Templates 1 $1,250 $1,250
Total Professional Services $7,450
Training Services Qty. Price Total
Onsite Go-Live Training 1 $1,200 $1,200
Remote Go-Live Training (hours) 12 $150 $1,800
Total Training Services $3,000
Customization Services Qty. Price Total
Interface: OPTIONAL 0 $0
Total Customization Services $0
Estimated Travel Expenses $2,000
Total One-Time Costs $23,050
Annual Support Services Qty. Price Total
PROSECUTORbyKarpel 2 $450 $900
External Agency Portal 1 $1,000 $1,000
Hosted Services (per user/year) 2 $100 $200
Unlimited eDiscovery 1 $250 $250
Total Annual Support Services $2,350
Optional Items Price
JasperSoft Reporting Module $1,000
JasperSoft Reporting Module Annual Support $5,000
JasperSoft Reporting Module Training (minimum) $600
Custom Reports (per report) $1,000
Document Template Conversion After 50 Documents (per document)
Criminal document templates $25
Civil document templates $50
Additional Storage After Included 2TB (per terabyte, per year) $500
Additional Storage After Included 2TB (per 100 terabytes, per year) $32,000
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This pricing is based upon the following terms and conditions:
1.Interfaces must conform to the appropriate Software Program(s) Information Exchange Package
Documentation (IEPD) for that interface. Interfaces that do not conform to the appropriate 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 two (2).
PLEASE NOTE: THERE MAY BE ADDITIONAL COSTS FROM THE OTHER VENDOR(S), WHICH ARE
NOT INCLUDED WITHIN THE ABOVE PRICING FOR THIS CONTRACT, AND WHICH WILL BE BILLED
SEPARATELY BY THE OTHER VENDOR(S). CLIENT SHALL BE SOLELY RESPONSIBLE FOR THESE
SEPARATE COSTS.
3.-go
live.
4.The above costs do not include additional hardware, Microsoft licenses, or networking services
which may be necessary to properly and legally operate the Software Program(s). Such expenses
are solely
5.Changes to the Project Scope/Timeline will impact and affect other work of Karpel Solutions and
other clients and will result in an increased financial burden to Karpel Solutions which may be
difficult to ascertain or estimate. Accordingly, any changes to the Project Scope/Timeline after
execution of this Agreement may result in an additional fee in the amount of 10% of the total cost
for the project to account for the additional time and expenses that will be incurred by Karpel
Solutions in order to accommodate any such changes. In addition, travel expenses as outlined in
the Cost Sheet will no longer be applicable, and any such expenses will be charged to Client at the
actual cost incurred by Karpel Solutions.
6.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.
7.The aggregate document / file storage space included with the stated hosted service fee is two
terabytes (2TB) of storage per instance of the Software Program(s). If storage exceeds 2TB
in any instance, any additional storage above 2TB will automatically be bill at
the rate(s) set forth in the Cost Sheet. Client hereby consents to this additional charge in advance
and waives any requirement for additional notice regarding the same.
8.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 Client.
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9.Client agrees to pay Karpel Solutions for any materials purchased for C
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 ground transportation.
10.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.
11.Upon termination of this Agreement, whether by Client, Karpel, or mutual agreement of the
parties, Client agrees to pay to Karpel Solutions a data collection fee in the amount of $1,000 to
compensate Karpel Solutions for its time and services required in connection with the return of
Client Content and Confidential Information upon termination of this Agreement.
5.1Payment Terms
50% of the Software Program(s) 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 Software Program(s) and initial training
provided to Client by Karpel Solutions.
Annual fees for the Agreement will -live month and will be due and payable on
the first of the month each year thereafter, unless Karpel Solutions or Client gives notice as set forth
herein of intent not to renew or otherwise terminates this Agreement as set forth
below.
TAXES. Karpel Solutions shall be solely responsible for the payment of any and all applicable taxes
related to the Services provided under this Agreement; if such taxes are required to be passed through
to the Client by law, the same shall be duly itemized on timely billings submitted to the Client by
Karpel Solutions.
TERM. This Agreement shall be for a term of one (1) year and shall automatically renew for subsequent
one (1) 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 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, though Karpel Solutions
will provide Client with at least ninety (90)
date.
SUSPENSION OR TERMINATION OF SERVICES FOR NON-PAYMENT. In the event that Client fails to pay
any amounts due and such non-payment continues for a period of ninety (90) days, Karpel Solutions
may suspend Services hereunder until full payment is received and/or may terminate this Agreement
for non-payment, in addition to, and without limitation to, exercising any other rights or remedies
which may exist under the law.
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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. Client agrees to pay any and all costs of collection incurred by Karpel Solutions, including, but
with respect to any past due
6.ANNUAL SUPPORT
6.1TECHNICAL 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. 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
Software Program(s) is not dependent upon Client purchasing annual support; however, if Client
discontinues annual support, Client will not be provided with updated versions of the Software
Program(s), unless the updates are purchased by Client
systems meet recommended specifications set by Karpel Solutions and Client has purchased and is
current with annual support payments, Karpel Solutions will provide updated versions of the Software
Program(s) as they become available during the terms of the Agreement. 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.
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6.1.1 SUPPORT PROVIDED
Karpel Solutions will provide support (e.g. software updates, general program enhancements and
technical support) for all Software Program(s) 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, between the hours of 7:00
a.m. and 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 errors in the Software Program(s) and the
implementation of all of the Software Program(s) 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
computer. This tool was installed at the time of go-live, allowing
Karpel Solutions to provide the needed support to meet the service level agreement.
6.1.4 RESPONSE TIMES
Karpel Solutions will be responsive and timely to technical support calls/inquires made by Client.
Client will first make support inquires through their qualified system administrators to assure the
policies and business practices of 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 average problem resolution
response time as follows:
*If the remote support tool is not installed or available with respect to a reported issue, Karpel Solutions will not
provide technical support for any such reported issues.
Severity Level 1
and Client is unable to use the Software Program(s)
not immediately available, Karpel Solutions shall return Clientss 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 Client.
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Severity Level 2 shall be defined as critical Software Program(s) system component(s) that have
significant outages and/or failure precluding successful operation, and possibly endangering the
The Software Program(s) may operate but are severely restricted.
call for assistance at the time Client
places the initial call; however, if such staff is not immediately available, Karpel Solutions shall
ness 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 Client.
Severity Level 3 shall be defined as a minor problem that exists with the Software Program(s) but
the majority of the functions are still usable and some circumvention may be required to provide
Client places the initial call; however, if such staff is not immediately available, Karpel Solutions
resolve Severity Level 3 problems as quickly as possible, which should not exceed the next
available release of Software Program(s), unless otherwise authorized in writing by Client.
General Assistance: For general Software Program(s) support/helpdesk calls not covered by the
above severity level descriptions, Karpe
for assistance at the time Client places the initial call; however, if such staff is not immediately
siness day.
6.2SERVICE LEVEL COMMITMENT
UPTIME: Karpel Solutions is committed to providing the Software Program(s) in a consistent and
reliable manner. Karpel Solutions will provide the Software Program(s) 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
Program(s). Client understands that scheduled maintenance may affect availability of the
Software Program(s). If scheduled 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 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 Software Program(s), Karpel Solutions will use
its best efforts to maintain consistent, regular and validated backup of Client Content and
Confidential Information imported into the Software Program(s) in accordance with the Microsoft
Azure government cloud network policies and procedures. Upon written request, Karpel
Solutions will make available to Client a copy of the current Microsoft Azure retention and backup
policies and procedures.
AUDITS AND SECURITY: Karpel Solutions is committed to maintaining the security of Client
Content and Confidential Information maintained in the Software Program(s). Karpel Solutions
will maintain the Software Program(s) in a reasonably secure manner, subject to
. Karpel Solutions
will perform security audits of the Software Program(s) in accordance with the Microsoft Azure
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government cloud policies and procedures to protect the integrity and security of the Software
Program(s).
DATA TRANSMISSION: Karpel Solutions ensures that all data transmitted to and from the Software
Program(s) 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 Software Program(s), Client Content and
Confidential Information of Client in a SAS 70/SSAE 16 certified data facility.
7.OWNERSHIP OF INTELLECTUAL PROPERTY
KARPEL SOLUTIONS OWNERSHIP: Karpel Solutions retains all rights, title and interests in and to the
Software Program(s) and any related Intellectual Property. Any suggestions, solutions, improvements,
corrections, or other contributions Client provides regarding the Software Program(s) 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 Program(s) on the
terms and conditions set forth in this Agreement.
CLIENT OWNERSHIP: Client retains all rights, title, and interests in and to 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 Client Content solely to the extent necessary and
for the sole purposes of providing access to the Software Program(s) or otherwise complying with its
obligations under this Agreement.
COPYRIGHT. Karpel Solutions reserves the right to seek damages if Client is responsible for a violation of
full responsibility for the acts and omissions of its agents
acting in the course and scope of their duties for Client
copyright.
8.LICENSE TERMS AND USE
The Software Programs are proprietary products of Karpel Solutions. They are licensed (not sold) and are
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 the Software Program(s) solely in accordance with the terms of this Agreement.
terminate immediately and automatically upon the expiration or termination of this Agreement. Client
may not sub-
consent, which may be withheld by Karpel Solutions in its sole and absolute discretion
1.Karpel Solutions hereby grants Client a non-exclusive and non-transferable sublicense to use any
associated Documentation furnished.
2.Client cannot distribute, rent, sublicense, or lease the Software Program(s). A separate license of
the Software Program(s) is required for each authorized user or employee. Each license of the
Software Program(s) may not be shared by more than one full time employee or user (defined as
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working 20 hours or more per week), nor by 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).
licenses of the Software Program(s) at any time. Client will cooperate with respect to the audit,
including providing access to any books, computers, records or other information that relate to
activities.
In the event that an audit reveals unauthorized use, reproduction, distribution, or other
exploitation of the Software Program(s), 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 for the unauthorized user(s)
associated with each violation, and Client will also reimburse Karpel Solutions for the reasonable
cost of the audit, in addition to any other remedies to which Karpel Solutions may be entitled
under the law.
3.This license does not transfer any rights to Software Program(s) 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 C
agreement for the storage of the source codes.
4.Client may not use, copy, modify, or transfer the Software Program(s) or Documentation, in whole
or in part, except as expressly provided herein. The Software Program(s) and the Documentation
are protected by copyright and trade secret laws. Karpel Solutions retains all rights in any copy,
derivative or modification to the Software Program(s) and Documentation no matter by whom
made. The Software Program(s) are licensed for single installations of one full time employee or
two part-time employees as set forth above. A separate license is required for each installation of
the Software Program(s). Client shall not provide or disclose or otherwise make available the
Software Program(s) or any portion thereof in any form to any third party. Client acknowledges
that unauthorized copying and/or distribution will cause substantial damage to Karpel Solutions
far greater than the value of the copies involved.
5.The Software Program(s) were developed exclusively at private expense and are
trade secrets. For all purposes of the Freedom of Information Act or any other similar statutory
, the Software Program(s) and Documentation shall be considered
exempt from disclosure. The Software Program(s) are "commercial computer software" subject
to limited utilization "Restricted Rights." The Software Program(s), including all copies, are and
shall remain proprietary to Karpel Solutions. In the event that a third party seeks to compel
disclosure and/or production of the Software Program(s) or Documentation by court order or
otherwise, Client shall promptly give notice to Karpel Solutions so as to 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 Agreement to
include any city, county, district, public authority, public agency, municipality, and other political
Page 15 of 34
subdivision. The City of Tukwila 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
-
each public agency, and that agency shall accept sole responsibility for placing orders with Karpel
Solutions. The City of Tukwila 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 Software Program(s) and
Services 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 Program(s) 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 Software Program(s) or Services are
made by Karpel Solutions other than as expressly stated in this Agreement. Karpel Solutions
disclaims all other warranties as set forth below.
Karpel Solutions makes no warranties, express or implied, as to any third-party software or as to
-going basis. Karpel Solutions also
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 Client.
2.INTERNET: Karpel Solutions makes the Software Program(s) 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
Software Program(s). Client agrees that Karpel Solutions is not liable for and
agrees to hold Karpel Solutions harmless from any delays, interruptions, suspensions or
unavailability of the Software Program(s) attributable to problems with the Internet or the
3.SYSTEM REQUIREMENTS: Karpel Solutions provides the Software Program(s) 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 Software
Program(s)
Solutions.
4.WARRANTY LIMITATION: The warranties set forth in this Agreement do not apply if non-
compliance is caused by, or has resulted from: ure to use any new or corrected
versions of the Software Program(s) made available, (ii) use of the Software Program(s) by Client
Page 16 of 34
for any purpose and/or in any manner other than that authorized in this Agreement, (iii) use of
the Software Program(s) 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
Program(s), (iv) misuse of the Software Program(s) by Client
software, hardware, computers, computer-related equipment or network connection, (vi) any
modification or alteration of the Software Program(s) 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 OR 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 SOFTWARE PROGRAM(S)
WILL BE CONTINUOUS, ERROR-FREE, OR UNINTERRUPTED, (ii) THAT THE RESULTS ARISING OUT
PROGRAM(S) WILL BE ACCURATE, COMPLETE, OR ERROR-
FREE, OR (iii) THAT THE SOFTWARE PROGRAM(S)
6.EXCLUSIVE REMEDIES: If the Software Program(s) provided under this Agreement do not
materially comply with the requirements stated in the Limited Warranty above, Karpel Solutions
sole obligation shall be to correct or modify the Software Program(s) at no additional charge to
Client. If Karpel Solutions is unable to correct or modify the Software Program(s) to the
satisfaction of Client by written notice
to Karpel Solutions and receive a refund of any fees pre-paid, if any, for the pro rata remainder of
the then-effective term 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 CLIENT SHALL BE LIMITED TO THE LESSER OF: (i)
THE EXTENT AND AMOUNT OF ANY INSURANCE COVERAGE WHICH IS AVAILABLE FOR SUCH CLAIM(S),
OR (ii) THE AMOUNT OF FEES CLIENT HAS PAID TO KARPEL SOLUTIONS PURSUANT TO THIS AGREEMENT
IN THE THIRTY (30) DAY PERIOD PRIOR TO SUCH CLAIM(S) ARISING. TO THE EXTENT THAT INSURANCE
COVERAGE IS AVAILABLE FOR SUCH CLAIM(S), CLIENT AGREES THAT
PAYMENT OF ANY AVAILABLE INSURANCE PROCEEDS, AND CLIENT AGREES TO LOOK EXCLUSIVELY TO
SUCH INSURANCE PROCEEDS IN FULL SATISFACTION OF SUCH CLAIM(S).
11. INSURANCE
Prior to commencing the Services, Karpel Solutions shall procure and maintain at its sole cost and
expense at least the following insurance, covering its obligations under this Agreement.
Page 17 of 34
A.Insurance Policies.
i./ƚƒƒĻƩĭźğƌ DĻƓĻƩğƌ \[źğĬźƌźƷǤʹ With coverage of not less than $2,000,000 per occurrence,
$2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate
limit, which shall cover liability arising from premises, operations, independent
contractors, products-completed operations, stop gap liability, personal injury and
advertising injury, and liability assumed under an insured contract. Commercial General
Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall
cover liability arising from premises, operations, independent contractors, products-
completed operations, stop gap liability, personal injury and advertising injury, and
liability assumed under an insured contract. The Commercial General Liability insurance
shall be endorsed to provide a per project general aggregate limit using ISO form CG 25
03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising
from explosion, collapse or underground property damage. The Client shall be named as
an additional insured under Karpel Solutions Commercial General Liability insurance
policy with respect to the work performed for the Client using ISO Additional Insured
endorsement CG 20 10 10 01 and Additional Insured-Completed Operations
endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad
coverage.
ii./ǤĬĻƩ \[źğĬźƌźƷǤ LƓƭǒƩğƓĭĻʹ With coverage of not less than $1,000,000 per occurrence and
$5,000,000 in the annual aggregate which shall include, but not be limited to, coverage,
including defense, for the following losses or services:
(1) Breach of the Client's Data, including but not limited to liability arising from theft,
dissemination, and/or use of the Client's confidential and Personal Information as
defined by RCW 42.56.590, including but not limited to, any information about an
individual maintained by the Client, including: (a) any information that can be used
to distinguish or trace an individual's identity, such as name, social security number,
date and place of birth, mother's maiden name, or biometric records; and (b) any
other information that is linked or linkable to an individual, such as medical,
educational, financial, and employment information regardless of how or where the
information is stored or transmitted.
(2) Network security liability arising from: (a) the unauthorized access to, use of, or
tampering with computer systems, by an outside party, including hacker attacks or
a virus introduced by a third party; or (b) the inability of an authorized third party to
gain access to supplier systems and/or Client Data, including denial of service, unless
caused by a mechanical or electrical failure; (c) introduction of any unauthorized
software computer code or virus causing damage to Client Data or any other third
party data.
(3) Event management services and first-party loss expenses for a data breach response
including crisis management services, credit monitoring for individuals, public
relations, legal service advice, notification of affected parties, independent
information security forensics firm, and costs to re-secure, re-create and restore
data or systems.
iii.Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
Page 18 of 34
iv.Automobile Liability Insurance of a minimum combined single limit for per occurrence for
bodily injury and property damage of $1,000,000 per accident, covering all owned, non-
owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability coverage.
v.Professional Liability/Errors and Omissions Insurance (including Technology Errors and
Omissions) of at least $1,000,000 per occurrence and $2,000,000 in the annual aggregate.
B.Additional Insurance Requirements.
i.If Karpel Solutions maintains higher insurance limits than the minimums shown above,
the Client shall be insured for the full available limits of Commercial General and Excess
or Umbrella liability maintained by Karpel Solutions, irrespective of whether such limits
maintained by Karpel Solutions are greater than those required by this Agreement or
whether any certificate of insurance furnished to the Client evidences limits of liability
lower than those maintained by Karpel Solutions.
ii.The insurance required in Section 0 shall be in a form and on terms and written by
insurers with a current A.M. Best rating of not less than A: VII. The Commercial General
Liability, Cyber Liability Insurance and Automobile Liability Insurance shall name the
Client as an additional insured, and shall contain, or be endorsed to contain, that they
shall be primary insurance as respect to the Client. Any insurance, self-insurance, or self-
insured pool coverage maintained by the Client shall be excess of Karpel Solutions's
insurance and shall not contribute with it.
iii.Karpel Solutions shall provide the Client with written notice of any policy cancellation
within two business days of the receipt of such notice. Contractor shall obtain
replacement insurance policies meeting the requirements of this Section 0.
iv.Failure of Karpel Solutions to maintain the insurance as required shall constitute a
material breach of this Agreement, upon which the Client may, after giving five business
days' notice to Karpel Solutions to correct such breach, immediately terminate this
Agreement.
v.Karpel Solutions's maintenance of insurance, its scope of coverage and limits as required
herein shall not be construed to limit the liability of Karpel Solutions to the coverage
provided by such insurance, or otherwise limit the Client's recourse to any remedy
available at law or in equity.
vi.{ǒĬĭƚƓƷƩğĭƷƚƩγƭ LƓƭǒƩğƓĭĻ͵ Karpel Solutions shall cause each and every subcontractor
utilized by Karpel Solutions in connection with the provision of Services
("Subcontractors"), to provide insurance coverage that complies with all applicable
requirements of Karpel Solutions-provided insurance as set forth herein, except Karpel
Solutions shall have sole responsibility for determining the limits of coverage required to
be obtained by Subcontractors. Karpel Solutions shall ensure the Client is an additional
insured on each and every Subcontractor's Commercial General liability insurance policy,
using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and
CG 20 37 10 01 for completed operations.
vii.Karpel Solutions shall furnish the Client with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
Page 19 of 34
insured endorsements, evidencing the insurance requirements of Karpel Solutions before
commencement of the work. Upon request by the Client, Karpel Solutions shall furnish
certified copies of all required insurance policies, including endorsements, required in
this Agreement and evidence of all subcontractors' coverage.
Breach Notification.
1.
A.Karpel Solutions shall maintain a data breach plan and shall implement the procedures
required under such data breach plan on the occurrence of a data breach, in compliance with
Karpel Solutions shall report, in writing, to the Client any data breach involving data
maintained by Karpel Solutions on behalf of the Client Client
reasonable belief that an unauthorized individual has accessed Client Data. The report shall
identify the nature of the event, a list of the affected individuals and the types of data, and
the mitigation and investigation efforts of Karpel Solutions. Karpel Solutions shall make the
report to the Client immediately upon discovery of the data breach, but in no event more
than five business days after discovery of the data breach. Karpel Solutions shall provide
investigation updates to the Client.
B.Upon a data breach, Karpel Solutions is not permitted to notify affected individuals without
the express written consent of the Client. Unless Karpel Solutions is required by law to
provide notification to third parties or the affected individuals in a particular manner, the
Client shall control the time, place, and manner of such notification.
12.TERMINATION
TERMINATION BY CLIENT: In the event that Client believes that Karpel Solutions has failed to perform or
materially breached this Agreement, Client shall provide thirty (30) dayswritten notice to Karpel Solutions
this Agreement. Thereafter, Karpel Solutions will have thirty (30) days from
the receipt of such notice to cure the alleged failure or breach. If the alleged failure or breach cannot be
cured within thirty (30) days, but Karpel Solutions has initiated good-faith efforts to cure the breach within
the thirty (30) day period, the cure period shall be extended for a reasonable period of time so as to allow
Karpel Solutions to complete the cure of the alleged failure or breach. If at the end of the cure period
Karpel Solutions has not cured the alleged failure or breach, then Client may terminate this Agreement by
providing written notice of termination.
TERMINATION BY KARPEL SOLUTIONS: Karpel Solutions may terminate this Agreement on thirty (30) days
written notice to Client for any reason, including, but not limited to, in the event that Client has failed to
perform under or materially breaches this Agreement. Failure to timely pay all amounts due and owing
and failure to reasonably cooperate with Karpel Solutions in connection with the Services, among other
things, shall constitute material breaches of this Agreement.
TERMINATION FOR INSOLVENCY. Either party may immediately terminate this Agreement by providing
written notice of termination 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.
Page 20 of 34
RIGHTS AFTER TERMINATION OR EXPIRATION: Upon termination or expiration of this Agreement, Karpel
Software Program(s), and 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 termination or expiration of
this Agreement, Client must return to Karpel Solutions (or destroy and certify
such destruction in writing) any Documentation or other materials provided by Karpel Solutions, whether
in written or electronic form, regarding the Software Program(s) provided under this Agreement.
FINAL PAYMENT. In addition to the Data Collection Fee set forth in the Cost Sheet due and payable to
Karpel Solutions upon termination or expiration of this Agreement, Client shall also be responsible for and
shall pay any and all fees earned by Karpel Solutions prior to termination or expiration for all work and
services performed and/or expenses incurred by Karpel Solutions under this Agreement prior to
termination or expiration. Karpel Solutions will send an invoice to Client with respect to these amounts,
and final payment of all amounts due by Client to Karpel Solutions must be paid within thirty (30) days of
that invoice. Past due accounts will be charged interest at the rate of one and one-half percent (1.5%)
per month, or at the maximum rate allowable by law. Client also agrees to pay any costs of collection,
13.NON-SOLICITATION AND CONFIDENTIALITY OBLIGATIONS
NON-SOLICITATION OF KARPEL SOLUTIONS EMPLOYEES. Karpel Solutions has invested substantial sums
of money and large amounts of time in recruiting, supervising and training its employees. Client
acknowledges
has the potential to hire Karpel Solutions employees away from Karpel Solutions. Client further
acknowledges
provide its services to 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 after expiration or termination of this Agreement by either party for any reason, 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 Karpel Solutions at the time of the solicitation, attempted solicitation, and/or
hire or who were employed or engaged by Karpel Solutions within the two (2) year period prior to
expiration or termination of this Agreement.
CONFIDENTIALITY. Neither party shall disclose or use any Confidential Information of the other party,
except as otherwise set forth in or permitted by this Agreement.
PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or Karpel
Solutions may use in conjunction with the Software Program(s) may be confidential Personally Identifiable
Information of third parties. The parties shall use their best efforts to protect the confidentiality of
Personally Identifiable Information of third parties. Client agrees 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 in whole or in part , misconduct, or fault.
Page 21 of 34
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 should the disclosing party wish to seek such a protective order.
PUBLIC RECORDS. Karpel Solutions acknowledges that the City is a public entity and is subject to the
Public Records Act under Chapter 42.56 RCW. To the extent permitted by law, the City shall treat as
exempt from treatment as a public record, and shall not disclose in response to a request made pursuant
to any applicable public records law, any of the Karpel Solutionformation. If a request
is received for records the Karpel Solutions has submitted to the City and has identified as Confidential
Information, the City will use its best efforts to provide the Karpel Solutions with notice of the request
in accordance with RCW 42.56.540 and a reasonable time within which the Karpel Solutions may seek
The City shall comply with any
injunction or court order requested by the Karpel Solutions which prohibits the disclosure of any such
Confidential Information; however, in the event a higher court overturns such injunction or court order,
the Karpel Solutions shall reimburse the City for any fines or penalties imposed for failure to disclose
such records. Nothing in this section prohibits the City from complying with RCW 42.56, or any other
applicable law or court order requiring the release of public records, and the City shall not be liable to
the Karpel Solutionsfor compliance with any law or court order requiring the release of public records.
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 hereunder.
INJUNCTIVE RELIEF. The parties acknowledge that any breach of the non-solicitation and/or confidentiality
obligations of this Agreement 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 which may be available to the non-
breaching party without prejudice to any other rights and remedies.
14.MISCELLANEOUS
NOTICES. Any notices provided under this Agreement will be in writing 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
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 certified or registered 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 Jeff Karpel
Page 22 of 34
9717 Landmark Parkway, Suite 200
St. Louis, MO 63127
(314) 892-6300
karpel@karpel.com
APPLICABLE LAW; VENUE; ATTORNEY'S FEES. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and
agree that venue shall be properly laid in King County, Washington. The prevailing party in any such
action shall be entitled to its attorney's fees and costs of suit .
ACCEPTANCE TERM. The proposal attached to this Agreement 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.
MODIFICATION AND WAIVER. Any modifications to 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 one made in an explicit written waiver by an Authorized
Representative. No waiver of any breach of this Agreement will constitute a waiver of any prior or
subsequent breach of this Agreement, whether similar in nature or not.
ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon Client, Karpel Solutions,
and/or obligations under this Agreement without the prior written consent of Karpel Solutions, and any
purported assignment or transfer without such consent will be void and of no force or effect. Karpel
Solutions shall not assign or subcontract any portion of the services contemplated by this Agreement
without the written consent of the Client.
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, pandemic, epidemic,
hat such party promptly gives the other party written notice of such Force Majeure.
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
written authorization, approval, and consent. Each party shall be responsible for its own conduct and for
that of its employees and designated agents with respect to performance and/or non-performance under
this Agreement. The parties agree to reasonably cooperate with each other with respect to any third-
rmance and/or non-performance under this
Agreement.
SOFTWARE ANOMALIES. New commercial software releases or upgrades, and any hardware and/or
software owned by or licensed to Client, used in connection with the Software Program(s) 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 Client promptly if this
Page 23 of 34
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
hereunder if such anomalies or performance issues occur. Client is responsible for payment for all of
Karfees for the Services at the rates stated in the Agreement whether or not a successful
solution to such anomalies or issues is achieved.
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 software and data from unauthorized duplication,
modification, destruction or disclosure; (d) following adequate backup contingency plans with respect to
technology environment; and (e) employing qualified personnel to obtain the
desired results. Karpel Solutions is not responsible for loss of data in the Software Program(s) or security
breaches that result in unauthorized dissemination of data contained in the Software Program(s) that are
the result of Client not following appropriate operating
procedures, security and protective measures, and/or adequate backup contingency plans.
ELECTRONIC DOCUMENTS. 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 an electronic document, or any computer printout of it, is an original when maintained in the
normal course of business.
SEVERABILITY AND SURVIVAL. If any term, condition or provision of this Agreement is declared void or
unenforceable or limited in its application or effect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which
by their sense and context are reasonably intended to survive the completion, expiration or cancellation
of this Agreement, shall survive termination of this Agreement.
MARKETING. Client agrees that Karpel Solutions may identify Client as a customer of Karpel Solutions in
as well as in any oral or visual
presentations regarding the business of Karpel Solutions. 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.
DISCRIMINATION PROHIBITED. Karpel Solutions, with regard to the work performed under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence
of any disability, or any other protected class status under state or federal law, in the selection and
retention of employees or procurement of materials or supplies.
Page 24 of 34
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date set forth
below. This Agreement constitutes the entire agreement between the parties, superseding all prior
written and oral agreements. 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 TUKWILA
KARPEL SOLUTIONS:
By:
Allan Ekberg, Mayor
Printed Name:
6/15/2023
Date
Title:
ATTEST/AUTHENTICATED:
Date:
APPROVED AS TO FORM:
Office of the City Attorney
Page 25 of 34
Mailing and Billing Contact:
Cheryl Thompson,
Mailing and Billing Address:
6200 Southcenter Blvd
Tukwila WA 98188
_______________________________________
Phone Number: 206-433-1850
Email Address: cheryl.thompson@tukwilawa.gov
Tax Exempt? No Yes LŅ ǤĻƭͲ ƦƌĻğƭĻ ğƷƷğĭŷ ĭƚƦǤ ƚŅ Ʒğǣ ĻǣĻƒƦƷ ĭĻƩƷźŅźĭğƷĻ
Agency Project Manager Contact:
Karen Lentz, Prosecuting Attorney
Phone Number: 206-431-2161
Email Address: karen.lentz@tukwilawa.gov
Project IT Contact:
Mike Marcum, Technical Operations Supervisor
Phone Number: 206-454-7571
Email Address:mike.marcum@tukwilawa.gov
Page 26 of 34
MEMORANDUM OF UNDERSTANDING (MOU)
BETWEEN THE CITY OF TUKWILA AND KARPEL SOLUTIONS
FOR PARTICIPATION IN STATEWIDE DATA SHARING
FOR PROSECUTORBYKARPEL®
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 party and shall have the same rights,
privileges, obligations, and responsibilities as 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 delivery of a Statewide 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.
Criminal Justice Information - Any information collected and retained by each Contributing Party
within PROSECUTORbyKarpel and available for use by Statewide Search. Criminal Justice
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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 with respect to Confidential Information, Personally Identifiable Information,
and Criminal Justice Information delivered through the Statewide Search function.
Information - Includes Confidential Information, Personally Identifiable Information and
Criminal Justice 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 PROSECUTORbyKarpel 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 law enforcement and public portals is inadequate 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 is viewable by Contributing Parties inside
PROSECUTORbyKarpel.
In addition to the permissions and guidelines, the purpose of the Statewide Search function is
multifold:
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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 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 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 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 accessible only from inside PROSECUTORbyKarpel.
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.
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
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Statewide Search.
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 a view of information 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 Act laws.
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 shared Information for use by Statewide Search. A snapshot of the
Statewide Data Sharing Portal Details is attached hereto as Attachment A for illustrative
purposes.
3.Each Contributing Party agrees and understands that cases, persons, and other
Information that is given an authorization level by a 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 from Statewide Search results.
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4.Prosecution Offices that are not Contributing Parties are not eligible to use Statewide
Search function through PROSECUTORbyKarpel and will not have 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 houses Information within a secured datacenter that is CJIS 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 provides a secure method of delivery of the Information that is
requested through Statewide Search by providing the information in an encrypted stream
through SSL (Secure Sockets Layer) that is only accessible by Contributing Parties.
8.Each Contributing Party has the sole responsibility and accountability for ensuring that
its 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 notwithstanding anything to the contrary herein, 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.
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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 a
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 by Karpel Solutions if the Contributing Party is not in compliance with the
terms of this MOU.
5.Upon termination of this MOU, Karpel Solutions agrees to disconnect the fetching of
data used by the Statewide Search function.
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.
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