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HomeMy WebLinkAboutEquivantequivant SOFTWARE MAINTENANCE AGREEMENT This· Software Maintenance Agreement ("Agreement") is entered into as of the {p"fltlJay of t:l b . , 2 0A. ("Effective DateU ) by an d between CourtView Justice Solutions Inc. d/b/a equiv a nt~ wit h offices at 4825 Higbee Avenue NW, Suite 101, Canton, Ohio 44718 ("equivant"), and Kittitas County Prosecutor's Office with offices at 205 West 5th Ave, Room 213, Ellensburg, WA 98926 ("Customer"), and describes the terms and conditions pursuant to which equivant shall provide software maintenance services to Customer for certain Software (as defined below). Whereas, equivant and Customer are parties to a Software License Agreement pursuant to which Customer has licensed certain software products ("Software") from equivant. Software expressly excludes software licensed by a third party; Whereas, the Software paid-up license fee includes a warranty without charge as set forth in the Software License Agreement. In addition, support and maintenance ("Maintenance") for the Software is available. Maintenance includes bug fixes and telephone support and may include, if they are made available by equivant, software updates and enhancements; and Whereas, the parties wish to set forth the terms and conditions upon which the parties have agreed Maintenance will be provided to the Customer for the Software, and to which the Customer, at its option, may subscribe annually to Maintenance from equivant. Except as expressly provided in this Agreement, equivant does not provide Maintenance for third party software that is licensed by a party other than equivant. Therefore intending to be legally bound, the parties hereby mutually agree to the following terms: 1. TERM Maintenance shall commence on the Effective Date, and shall have an initial term of twelve (12) months ("Initial Term"). The term shall automatically renew each year thereafter on the anniversary of the Effective Date for an additional twelve (12) month period ("Subsequent Term") unless terminated as set forth below. 2. SCOPE OF MAINTENANCE SERVICES equivant will provide the Maintenance as described in the Maintenance Terms attached hereto and labeled as Exhibit A. equivant will provide tier one support for third party software purchased from equivant, tier two and three support and revisions and upgrades will be provided by the manufacturer of such third party software. Tier one, tier two and tier three support is defined as: Rev. 06022016 Tier I: Is the initial support level responsible for basic customer reported issues. It is synonymous with first line support and denotes use support. A Tier I (equivant) customer care specialist will gather the customer's information and determine the customer's issue by analyzing the symptoms and will attempt to identify the root cause of the underlying problem. If the root cause is a basic use issue the assigned customer care specialist will attempt to remediate the issue before escalating the issue to a higher level. If the reported issue is a technical issue the assigned customer care specialist will escalate the issue to a higher level. Tier II: This is a more in-depth technical support level provided by personnel with additional experience and knowledge of the product. Manufacturer technicians 1 of 13 equ ivant CourtView .Justice SC,IUtI011S Icc d/b/a eq,ulv3nt providing Tier II support are responsible for : helping Tier I customer care specialist solve basic use problems, for handling basic technical issues, for investigating escalated issues by confirming the validity of the reported issue and identifying known solutions related to these more complex issues . If an issue is new and/or the assigned technician cannot determine a solution, they are responsible for escalating this issue to the Tier III technical support group. Tier III: This is the highest level of technical support and is provided by manufacturer technicians with extensive experience and knowledge of the product for handling the most difficult and advanced problems . Often the Tier III technical support group includes the staff that developed and tested the product. 3. PROPRIETARY PROPERTY All software development , design, documentation, and programs necessary to operate and maintain the systems described herein that were produced by equivant shall remain the proprietary property of equivant. Restriction of this proprietary property does not limit the Customer from making such copies of programs, documentation, and software-related materials for internal use. Disclosure of such materials to third parties or other contractors is strictly forbidden without the express written consent of equivant. 4 . CUSTOM E R RESPONSIBILIT Y FOR ENVIRONMENT To operate the supported software, equivant will provide Customer with a definition of minimum requirements for the Customer's environment, infrastructure and related applications, which include, but are not limited to , Customer's operating system, database tools , and other support tools. equ ivant will provide Customer with at least ninety (90) days written notice of changes to those minimum requirements. Customer must meet those minimum requirements or equivant may decline to provide Maintenance . equivant has no obligations to upgrade the supported software because of Customer 's changes to its environment, infrastructure and related applications, including, but are not limited to, Customer's operating system, database tools and other supported tools. 5. SO FT WARE MAINTENANC E FEE -PAID UP LICENSE In consideration of the Maintenance services to be provided for the initial term, Customer shall pay to equivant in accordance with the Software Maintenance Fee Schedule attached hereto as Schedule 1. For each Subsequent Term, equivant reserves the right to change the annual Maintenance fee by providing Customer written notice of the increase at least forty-five (45) days prior to start date for any Subsequent Term. 6. ADDITIONA L SOFTWARE -PAID UP LICENSE In the event the Customer requires maintenance for additional Software ("Additional Software"), the parties may mutually agree to modify this Agreement to include the Additional Software on Schedule 1 and make any other changes necessary for coverage of the Additional Software hereunder. The Software Maintenance Fee due under this Agreement shall also be modified to include a prorated amount of the annual maintenance fee for the Add itional Software covering the term rema ining under then current term of this Agreement. The Maintenance Fee for this initial period of coverage shall be in an amount equal to twenty two percent (22%) of the non-discounted license fee paid for the Additional Software . For the first Subsequent Term , the amount due for the Additional Software shall be of the full value of the 22% of the non-discounted cost of the license fee . Thereafter, any change in the amount of annual Maintenance Fee due shall be provided as set out in this Agreement Rev. 06022016 2 of 13 equivant CCLlrt'jicw Justice SclutlCnz. Ir,c d/b/d eq\..i!"Jn~. 7 . OTHER FEES AND EXPENSES If onsite maintenance is required, Customer will pay reasonable travel and living expenses of equivant's employees or agents, which shall be billed and paid as the expenses are incurred . Onsite labor shall be provided on an hourly rate basis at the then current rates . Travel and living expenses shall be incurred in accordance with equivant's standard travel policy. 8. PAYMENT TERMS a . Payment for Maintenance for initial and subsequent terms is due and payable within thirty (30) days of the date of each billing . Upon thirty days written notice to Customer of the intent to suspend Maintenance, equivant may, at its sole election and without prejudice to other remedies herein, suspend support under this agreement if Customer fails to pay invoice by the ninety day after the invoice date. Restatement of Maintenance under this agreement requires all overdue payments to be paid in full. b. equivant reserves the right to apply a late payment charge of 1.5% per month to amounts outstanding more than thirty (30) days after the payment due date . 9 . DEFAULT AND TERMINATION a. The Customer shall have the right to terminate Maintenance upon delivery of written notice at least thirty (30) days prior to start date of any Subsequent Term. b. Either party may terminate this Agreement if: (i) the other party fails to perform a material obligation of this Agreement , and if such failure remains uncured 30 days after receipt of written notice from the non-breaching party specifying the failure ; or (ii) a party ceases to conduct business , becomes or is declared insolvent or bankrupt , is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. In addition, equivant may terminate this Agreement effective upon thirty (30) days written notice to Customer if Customer fails to make any payment in full as and when due hereunder and does not cure within that thirty (30) days . c. In the event that Maintenance is terminated by equivant, equivant shall have no cont i nuing obligations to the Customer of any nature whatsoever with respect to Maintenance . Furthermore , termination by equivant pursuant to the provisions hereof shall be without prejudice to any right or recourse available to equivant, and without prejudice to equivant's right to collect any amounts, which remain due to it hereunder. 10 . LIMITED WARRANTIES a . Software . equivant warrants for a period of ninety (90) days following the date of delivery of any software under this agreement that it will substantially operate according to the documentation and product literature provided by equivant. If it is determined by Customer that the software does not substantially operate according to such documentation provided by equivant. equivant may , at its option and expense, apply commercially reasonable efforts to designing , coding and implementing programming changes to the source code to correct reproducible errors or correcting misstatements and omissions in the User's Guide and code documentation. Customer shall report all errors or other defects in the software to equivant immediately upon their discovery. It is acknowledged that the Software is inherently complex and may contain errors and equivant cannot and does not guarantee to correct all such errors. The remedies set forth in this section constitutes Customer's sole and exclusive remedy for breach of this Rev. 06022016 3 of 13 e'qu iv ant Courl'/iew Justice SOIUtlOll$. Ir.c d/b/a eQLI!vant Warranty. equivant does not warrant Third Party Software. equivant will transfer any warranty provided by the licensor of the Third Party Software to Customer. Third Party Software is software that is not proprietary to equivant. b. Services. equivant warrants that the Services provided under this Agreement shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing the same or substantially similar services. In the event of any breach of the foregoing warranty, provided Customer has delivered to equivant timely notice of such breach as hereinafter required, equivant shall, at its own expense, in its discretion either (1) re-perform the non-conforming Services and correct the non- conforming Deliverables to conform to this standard; or (2) refund to Customer that portion of the Price received by equivant attributable to the non-conforming Services and/or Deliverables. No warranty claim shall be effective unless Customer has delivered to equivant written notice specifying in detail the non-conformities within 90 days after performance of the non-conforming Services or tender of the non-conforming Deliverables. The remedy set forth in this section is the sole and exclusive remedy for breach of the foregoing warranty. c. NO OTHER WARRANTIES. EQUIVANT MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION, ORANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING MAINTENANCE AND SUPPORT. EQUIVANT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. 11. LIMITATION OF LIABILITY a. Customer hereby agrees that equivant's total liability to Customer for any and all liabilities, claims or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed fees paid to equivant hereunder during the previous 12-month period. The parties acknowledge and agree to the foregoing liability risk allocation. Any claim by Customer against equivant relating to this Agreement must be made in writing and presented to equivant within six (6) months after the date on which this Agreement expires or is otherwise terminated. b. In no event shall either party be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, loss of use or equipment down time, and loss of or corruption to data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the parties have been advised of the possibility of such damages or loss and notwithstanding any failure of essential purpose of any limited remedy. 12. GENERAL TERMS a. Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party except in the event of sale of assets, merger or consolidation. Notwithstanding the foregoing, equivant may without violation of this paragraph engage the services of independent contractors to assist in the performance of its duties hereunder. Rev. 06022016 4 of 13 e qu iva nt b. All provisions of this Agreement, which by their nature should survive termination of this Agreement , will so survive. c. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Delay or failure by either party to exercise any right hereunder, or to enforce any provision of this Agreement will not be considered a waiver thereof and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action . No single waiver will constitute a continuing or subsequent waiver, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision . d. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. If any term, condition or provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the parties shall work in good faith to agree such modification that will to the maximum extent possible preserve the original intention of said term, condition or provision. If the parties fail to agree on such an amendment , such invalid term , condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. e. This Agreement shall be governed by the laws of the State of Delaware, without regard to its laws relating to conflict or choice of laws . Subject to Paragraph g. below, the parties agree that the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. Federal courts in the State of Delaware . Both parties consent to the jurisdiction of such courts and waive any objections regarding venue in such courts. f . Any communication or notice permitted under the terms of this Agreement or required by law must be in writing, and will be deemed given and effective: (i) when delivered personally with proof of receipt; (ii) when sent bye-mail; (iii) when delivered by overnight express; or (iv) three (3) days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices. Each party's address for notices is stated below. Such address may be changed by a notice delivered to the other party in accordance with the provisions of this Section . Customer Prosecuting Attorney Kittitas County Prosecuting Attorney 's Office 205 W , 5th Ave Ste.213 Ellensburg, WA 98926 Tel. No . 509-962-7520 Fax No . 509-962-7022 Copy to: Elishia Harvill , Office Manager Kittitas County Prosecuting Attorney 's Office 205 W . 5th Ave Ste . 213 Rev. 06022016 5 of 13 equivant General Manager equivant 4825 Higbee Avenue NW Suite 101 Canton, Ohio 44718 Tel. No. 330.470.4280 Fax No. 330.494.2483 Copy to: Contract Manager equivant 4825 Higbee Avenue NW Suite 101 equ ivant CeIJ. t'lIe ..... JUstl-:e Sdul~cl~~ Inc d/b/a equ:v.Jllt. Ellensburg , WA 98926 Canton, Ohio 44718 g. The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute ("Dispute"). If the Dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then any controversy, claim or Dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Before commencing any such arbitration , the parties agree to enter into negotiations to resolve the Dispute . If the parties are unable to resolve the Dispute by good faith negotiation, either party may refer the matter to arbitration. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the Dispute, and may not award any damages excluded by this Agreement. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the arbitrator(s). Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order , and any post judgment order will provide for the right to receive such attorneys' fees and costs . Any request for arbitration of a claim by either party against the other relating to this Agreement must be filed no later than six (6) months after the date on which equivant concludes performance under this Agreement. Nothing herein shall prevent either party from seeking a preliminary or permanent injunction to preserve the status quo or prevent irreparable harm during the arbitration process. h. Neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy , fires, floods, power outages, wars, civil disturbances , epidemics , pandemics , sabotage , terrorism , accidents , insurrections , blockades , embargoes, storms, explosions , labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals , terrorists or other criminals , acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation , or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays . i. This Agreement and any Schedules or Exhibits attached thereto contain the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous proposals, discussions, agreements , Customer issued purchase order or document of like intent or purpose, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof. It is expressly agreed that if Customer issues a purchase order or other document for the services provided under this Agreement, such instrument will be deemed for Customer's internal use only, and no terms , conditions or provisions contained therein shall have any effect on the rights, duties or obligations of the parties under, or in any way mOdify , this Agreement, regardless of any failure by equivant to object to such terms , conditions or provisions . This Agreement sets forth Rev. 06022016 6 of 13 equivant CourlVlew JU51icE $olutions lnc d/b/a eqLlIY.oJnt the sole and entire understanding between equivant and Customer with respect to the subject matter. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have entered into this Agreement as of the Effective Date. equivant By: Jeffrey Harmon /ILl ir- Title: General Manager Date: January 19, 2018 Rev. 06022016 7 of 13 equivant COUrLVI~''1 JustlC~ Solutions Inc d/b/a eqll!vJ'lt. SCHEDULE 1 SOFTWARE MAINTENANCE FEE SCHEDULE SOFTWARe blA1NTliNANq 111m 2,1 JWOrKS Attorney Software Maintenance and Support (No Uplift Over Current Total 2,2 ShowCase iDMS Document Management Server Software Maintenance and Support (First year) 2 3 ShowCase ,OMS Document Management Server Software Maintenance and Support DIScount 2,4 ShowCase iDMS Document Management User Software Maintenance and Support (Filst year) 2.5 Sho',',Case IDMS Document t"'!allagement User Soft.\'a,e 1\1aintenance and Support Discount Subtotal, Software Maintenance THIRp pARTY SOEMARS MAINUlNJ.NC§ 2,6 Seal Web Report Designer Maintenance· Software Updates Only (First Year 2,7 Seal Web Report Designer Maintenance !Included in ,IWorks Attorney Sofj;;'are Maintenance Fee) Subtotal, Software Maintenance Rev. 06022016 8 of 13 91)'· Unit Prlu- S16,958 00 $1,100 00 100'>, $7,12800 100", Qty. nit Plica $416,00 100% iI'!Ifat $16,958 00 $1,100 00 (SI10000) $7,128,00 1,$7 12800; $16,958,00 S416,00 (S416 00) so.oo equ ivant Exhibit A MAINTENANCE TERMS 1. SUPPORT SERVICES Customer will authorize and identify a reasonable number of contacts who may initiate support with equivant. These named users must be technically capable and familiar with the products covered under this agreement. Customer will perform basic troubleshooting before contacting equivant to eliminate issues caused by other variables such as applications, power, hardware, security , infrastructure , and environment. equivant reserves the right to decline support to Customer named users not authorized to initiate support. equivant will provide support after confirming Customer has been unable to resolve the issue through its own troubleshooting. Once the reported problem can be reproduced and documented, and resolution identified such as assistance provided over the phone, application working as documented, configuration change, or programming change, the ticket will be closed. If a programming change is required, the ticket will remain open until the updated fix is delivered in a future release . Maintenance includes bug fixes and telephone support and may include , if they are made available by equivant, software updates. 2. CORRECTION OF DEFECTS In the event the Customer encounters an error and/or malfunction ("Defect") in the equivant Software because it is not conforming to documentation provided by equivant, it shall communicate the circumstances and any supporting information to equivant. Upon receipt, equivant will respond as follows: a . In the event that, in the mutual and reasonable opinion of equivant and the Customer, there exists a Defect that does not constitute a serious impediment to the normal intended use of the equivant Software, equivant will correct the Defect and distribute the correction to the Customer in accordance with equivant's normal software revision schedule . b. In the event that, in the mutual and reasonable opinion of equivant and the Customer, there exists a Defect that does constitute a serious impediment to the normal intended use of the equivant Software, equivant will take such steps as are reasonably required to correct the Defect promptly . 3. SOFTWARE REVISIONS AND NEW VERSIONS a. equivant Software may be revised by equivant as a result of (i) emergency correction of Defect, (ii) periodic correction of Defects and/or (iii) the release of upgrades or improvements or modifications designed to improve the performance of the equivant Software and/or to increase the capabilities of the equivant Software (hereafter "Revisions"). b. Revisions will be provided at no additional charge during the term of the Software Maintenance Agreement. Rev. 06022016 9 of 13 equivant Caul ~\/I!~\'I JU~\lCe Solutl-Jll;"; Ire d/bf J equ:vant c. New Versions ("New Versions") of the equivant Software may be issued by equivant from time to time (excluding 3rd party software). A New Version substantially changes the architecture and/or coding structure of the application, and the New Version is not written as an add-on to the current software code base. equivant will, from time to time, release new products (including New Versions) and/or modules, which equivant will make available to Customer at the then- current price(s). d. All Revisions and New Versions will be transmitted to the Customer electronically unless otherwise mutually agreed. The Customer shall be solely responsible for executing the appropriate instructions in order to transfer the Revisions or New Versions onto to its system unless otherwise mutually agreed in writing. e. If Customer reports a Defect to equivant that can be resolved through upgrading to a New Revision, Customer must upgrade to say New Revision and equivant is not obligated to correct the Defect through remediation of the older version unless otherwise mutually agreed in writing. f. equivant Software is designed as standard products and not as customized systems. equivant recognizes the need for some Customer customization; however, equivant reserves the right to control the design, performance, and integration of equivant products and, as a result, may reject Customer requests for modifications or enhancements that are inconsistent with equivant's product strategy. g. equivant will use commercially reasonable efforts to modify the equivant Software in order to maintain its existing functionality and provide functionality required as a result in changes to the law, regulations, or rules of the Customer's State jurisdiction. A change to the law, regulations, or rules of the Customer's State jurisdiction that requires new functionality is an enhancement. equivant, at its sole discretion, may elect to add such enhancements to the product as a revision. If Customer requires such enhancement prior to equivant decision, if any, to add to the product, the Customer will be required to pay for such additional services at equivant's then current time and materials rate. In either case, the Customer shall timely notify equivant in writing of all requested legislative updates. The notice shall contain a summary of the modifications, identifying the applications and functions to be modified as well as detailed specification of the required changes. The Customer shall also provide a complete text, including effective date, of the legislation and/or order mandating the modifications. equivant shall then prepare a detailed functional specification for approval by Customer and the timeline required for implementation. Nothing in this provision requires equivant to undertake extraordinary efforts to complete the legislative updates or provide new functionality except as additional services as described in section 7 below. Customer agrees to cooperate with other customers in the jurisdiction to agree upon appropriate specifications. 4. TECHNICAL LITERATURE equivant shall make available to the Customer technical literature that equivant considers relevant to the equivant Software and its use within the scope of Customer's operations. 5. REMOTE DIAGNOSTIC ACCESS Rev. 06022016 10 of 13 e quivant CCUI '.'/lcoN .Justice Scluti;::;ns Ire d/b/a eqlOlVJnt The Customer shall provide appropriate remote access capabilities by which equivant may , with the permission of the Customer, remotely access the equivant Software for the purpose of remote diagnostics and support . 6. PROPER USE a . The Customer agrees that all reasonable effort shall be taken to ensure that neither the equivant Software nor data files are misused. b. In the event that the Customer or its agents misuses the equivant Software or data files , including , but not limited to, inserting, updat i ng, deleting or otherwise modifying data through a means other than the equivant Software, although equivant is not obligated to correct such misuse, equivant may attempt to correct the situation, if possible, at Customer's expense . c. In the event that diagnostic assistance is provided by equivant, which , in the reasonable opinion of equivant, relates to problems not caused by a Defect in the equivant Software, such assistance shall be at the Customer's expense . 7 . ADDITIONAL SERVICES a. The Customer may desire to have additional modifications or minor enhancements performed; the fees for these services shall be in accordance with equivant's then current time and materials rates . Specific services may include requirements analysis, preparation of functional or programming specifications, software development, testing, documentation, installation, data conversion, training, and help desk support. equivant shall provide an estimate of cost prior to performing any of the above services. equivant is available to perform these modifications within the scope of this Agreement or under a separate agreement. b. Additional support outside the scope of the support services described in this Agreement may be available to the Customer upon request. These services shall be performed on a time and materials basis . 8. RESPONSE TIMES AND AVAILABILITY a. Definition. The Customer Support Department is the primary means of Rev. 06022016 communication between the Customer and equivant regarding all equivant software issues . Customer Support provides the most efficient means to track , manage , and resolve all equivant software issues . The following table provides information on equivant' categorization of issues. 11 of 13 equ iva nt CourLView Justice Sclutlol1s Inc d/bfa E'qlllvJnt Prjo,riW Urgent Extremely Severe Business Impact High Serious Business Impact Normal Moderate Business Impact Low Little or No Business Impact Cri~e "a Issue results in broad disruption or degradation of production environment services (not caused by the Customer's hardware or environment) causing a severe business impact to the Customer, and for which no acceptable wor1<.around exists, including where: " A core business function is prevented from being carried out; or " An issue results in a disruption or degradation for multiple core business functions that affect one or more of the Customer's business groups. An error or Software issue related to a core system or business function that causes a serious business impact to the Customer by impeding the normal intended use of the software but allowing processing to continue in a restricted manner, and for which there is no known system workaround. A software operational error related to a core system or business function that causes a moderate to low business impact to the Customer but does not cause a serious impediment to the normal intended use of the software, and for which a system wor1<.around may exist; or questions about how to use the application. System functionality is largely correct except for minor, display or cosmetic errors with non-core functions of the software that causes little or no business impact to the Customer. Includes requests for documentation changes or corrections. b. Response Time. equivant will respond as quickly as possible to each request, but uses the response time targets for Average First Reply Time, during the defined hours of operation, provided in the table below. First Reply Time is defined as the time it takes a equivant Customer Care Agent to respond to Customer's request for assistance. Urgent High Normal Low 1 hour 8 business hours 2 business days 2 business days As soon as possible, but no more than 24 hours 48 hours (not including development or release time) 5 business days (not including development or release time) Mutually agreed time or Scheduled for future release c. Resolution Time. Resolution time will vary depending on the severity and complexity of the reported problem. Resolution time is defined as the time it takes equivant to sufficiently remedy the problem or return the system to operational status. Resolution may mean that a temporary fix has been provided to correct a problem until a permanent solution can be delivered. Average Resolution Time targets are Rev. 06022016 12 of 13 equivant CourtView Justice Solutions I .... c d/b/a eqUlvan( provided in the table above . Elapsed time for development effort is not included in Resolution time. d. Hours of Operation. equivant shall be available for support services Monday through Friday, 8 A.M . to 5 P.M. Eastern Time, except for equivant-observed holidays, which may be revised from time to time. Rev. 06022016 13 of 13 e'quivant Caul LVrew Ju:..tlce Solutions Inc d/b/a equl'IJnt SOFTWARE LICENSE AGREEMENT . This Software License Agreement ("Agreement") is entered into as of the _ iJlth day of Rtf). , 20JE ("Effective Date") by and between CourtView Justice Solutions Inc. d/b/a equivant, a Delaware corporation, with offices at 4825 Higbee Ave NW, Canton, OH 44718 ("equivant"), and Kittitas County Prosecutor's Office with offices at 205 West 5th Ave, Room 213, Ellensburg, WA 98926 ("CUSTOMER"), and describes the terms and conditions pursuant to which equivant shall license to CUSTOMER certain equivant Software (as defined below). 1. DEFINITIONS a . "Confidential Information" means this Agreement and all its exhibits, any amendment hereto signed by both parties, all software listings, Documentation, as defined herein below, information, data, drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the equivant Software, source code relating to the equivant Software, and any other proprietary information supplied to CUSTOMER by equivant, including all items defined as "confidential information" in any other agreement between CUSTOMER and equivant whether executed prior to or after the date of this Agreement. b. "Documentation" means any instructions manuals or other materials, and on-line support files regarding the Use of the equivant Software that is provided by equivant. c. "equivant Software" means the computer software programs specified in Exhibit A and licensed by equivant hereunder. d. "Site" means the physical location of one or more CPUs at which CUSTOMER is entitled to Use the equivant Software. e. "Software" means equivant Software and Third Party Software provided by equivant. f. "Software Maintenance", if purchased by CUSTOMER, means the services described in the separate Maintenance Agreement. g. "Third Party Software" means software licensed by a third party, other than equivant, and is provided by equivant subject to such the license of such third party. h. "Update" means error corrections or fixes to the version of the equivant Software specified in Exhibit A. i. "Use" means utilization of the Software by CUSTOMER for its own internal information processing services and computing needs. 2. GRANT OF LICENSE a. Upon receipt by equivant of the License Fee agreed to by the parties and subject to the terms and conditions of this Agreement, equivant hereby grants to CUSTOMER a non- exclusive, perpetual, limited, non-transferable license for the number of users specified in Exhibit A ("Users") to: (1) Use the equivant Software in the CUSTOMER's database Rev. 06022016 1 of 10 equivant COU! ~V:e\,1 JUS-lice SolutIOns Inc d/b/a eQ'.llvam servers and application servers designated in Article XI (the database servers and application servers shall be referred to as the "Enterprise"), and (2) use the Documentation in connection with Use of the equivant Software. The CUSTOMER may copy, in whole or in part, any printed material relative to the equivant Software that may be provided by equivant under this Agreement solely for its internal purposes in connection with its use of the equivant Software . Additional copies provided by equivant will be billed to CUSTOMER at equivant's standard rates . CUSTOMER may replace any component of the Enterprise by giving equivant prior written notice of the new servers . Additional fees will be assessed if the use of equivant Software is in excess of limits defined in Exhibit A. CUSTOMER 's license is to use the equivant Software in its own business. CUSTOMER has no right to use the equivant Software in processing work for third parties. b. The CUSTOMER agrees to keep the original and any copies of that equivant Software at the same location as the CUSTOMER's designated servers, except that a machine- readable copy of the equivant Software may be kept at another facility for archive or emergency restart purposes only. However, if any part of the Enterprise becomes temporarily inoperative the license may be extended to backup servers until such time as the Enterprise becomes operative again at which time all equivant Software will be deleted from the backup servers and returned to the Enterprise . c. equivant shall issue to CUSTOMER, as soon as practicable after the Effective Date, the number of machine-readable copy or copies of the equivant Software set forth in Exhibit A for Use at the Sites only, along with the accompanying Documentation. d. CUSTOMER shall have the right to use only one copy or image of the equivant Software for production purposes to manage up to the number of Users identified in the Product Schedule (Exhibit A) and shall not copy or use the equivant Software for any other purpose except: (i) for archival purposes, (ii) in connection with a disaster recovery program , and (iii) for the purpose of testing the operation of the equivant Software and/or training on the equivant Software, provided such copies shall not be used in a live production environment. CUSTOMER may not otherwise copy the equivant Software, except as permitted by this Agreement. All copies of the equivant Software will be subject to all terms and conditions of this Agreement. Whenever CUSTOMER is permitted to copy or reproduce all or any part of the equivant Software, all titles, trademark symbols, copyright symbols and legends, and other proprietary markings must be reproduced . e. CUSTOMER may increase the number of authorized Users by modification of this Agreement and paying in full the applicable fees . Upon signing the modification and paying in full the applicable fees , equivant shall have the right to monitor the revised number of Users as set forth in that modification. f. All of CUSTOMER's records with regard to the Software Use shall be made available to equivant at all reasonable times at equivant's request, and CUSTOMER shall certify to the truth and accuracy thereof. g. If any Third Party Software is provided to CUSTOMER pursuant to this Agreement, such license shall be in accordance with terms of that Third Party Software license, or such additional terms as set forth in Exhibit A . 3 . ADDITIONAL SOFTWARE In the event the CUSTOMER decides to acquire equivant Software in addition to that indicated in Exhibit A of this Agreement as of the Effective Date (the "Additional Software"), Rev. 06022016 2 of 10 equivant COU ltV,evJJUs.ll ce Solutions Inc d/bfiJ equlv,mt the parties shall modify this Agreement to include the Additional Software on Exhibit A and associated license fee(s) and make any other changes necessary for coverage of the Additional Software hereunder. The terms and conditions of this Software License Agreement shall apply to the Additional Software upon execution of such modification. 4. LICENSE RESTRICTIONS CUSTOMER agrees that it will not itself, or through any parent, subsidiary, affiliate , agent or other third party : a) Sell, lease, license or sublicense the equivant Software or the Documentation, except as authorized by equivant; b) Decompile , disassemble , or reverse engineer the equivant Software , in whole or in part; c) Allow access to the equ ivant Software by any User other than CUSTOMER's employees for CUSTOMER's internal purposes, except as authorized by equivant; d) Write or develop any derivative software of any other software program based upon the equivant Software or any Confidential Information ; e) Use the equivant Software to provide processing services to third parties, or otherwise use the equivant Software on a 'service bureau' basis; f) Provide, disclose , divulge or make available to, or permit use of the equivant Software by any third party without equivant's prior written consent ; or g) Modify the equivant Software. 5 . FEES AND PAYMENTS a. In consideration of the license granted pursuant to Article II , CUSTOMER agrees to pay equivant the fees specified in Exhibit A. All license fees are due and payable in full upon the Effective Date . b. CUSTOMER shall reimburse equivant for all taxes and charges assessed or imposed with respect to amounts payable hereunder, including, without limitation, state and local , occupation, sales , VAT, GST, use or excise taxes paid or payable by equivant, exclusive, however, of taxes imposed on equivant's net income by the United States or any political subdivision thereof. c. equivant reserves the right to apply a late payment charge of 1.5% per month to amounts outstanding more than thirty (30) days after the due date of the invoice. 6 . NON-DISCLOSURE a. CUSTOMER acknowledges that the Confidential Information constitutes valuable trade secrets and CUSTOMER agrees that it shall use Confidential Information solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same, directly or indirectly , to any third party without equ ivant's prior written consent. CUSTOMER agrees to exercise due care in protecting the Confidential Rev. 06022016 3 of 10 equ iv ant CourtVrew]Us.lIce Solutions Inc d/bfa equlvant Information from unauthorized use and disclosure. However, CUSTOMER bears no responsibility for safeguarding information that is publicly available, already in CUSTOMER's possession and not subject to a confidentiality obligation, obtained by CUSTOMER from third parties without restrictions on disclosure, independently developed by CUSTOMER without reference to Confidential Information, or required to be disclosed by order of a court or other governmental entity. b. equivant acknowledges that, in the course of its performance of the Agreement, it may become privy to certain information that CUSTOMER deems proprietary and confidential. equivant agrees to treat all such information that is identified as proprietary and confidential in a confidential manner and will not disclose or permit to be disclosed the same, directly or indirectly, to any third party without CUSTOMER's prior written consent. However, equivant bears no responsibility for safeguarding information that is publicly available, already in equivant's possession and not subject to a confidentiality obligation, obtained by equivant from third parties without restrictions on disclosure, independently developed by equivant without reference to such information, or required to be disclosed by order of a court or other governmental entity. c. In the event of actual or threatened breach of provisions of A and B above, the parties acknowledge that the non-breaching party may have no adequate remedy at law and will be entitled to seek immediate injunctive and other equitable relief. 7. LIMITED WARRANTY AND LIMITATION OF LIABILITY a . Limited Warra nty. equivant warrants for a period of ninety (90) days following the date of delivery of the equivant Software to CUSTOMER that the equivant Software will substantially operate according to the specifications set forth in the Documentation. If it is determined by CUSTOMER that the equivant Software does not substantially operate according to such specifications, equivant may, at its option and expense, apply commercially reasonable efforts to designing, coding and implementing programming changes to the source code to correct reproducible errors or correcting misstatements and omissions in the User's Guide and code documentation. Licensee shall report all errors or other defects in the equivant Software to equivant immediately upon their discovery. It is acknowledged that the equivant Software is inherently complex and may contain errors and equivant cannot and does not guarantee to correct all such errors. The remedies set forth in this Article VII, paragraph A constitutes CUSTOMER's sole and exclusive remedy for breach of this Warranty. equivant does not warrant Third Party Software. equivant will transfer any warranty provided by the licensor of the Third Party Software to CUSTOMER. b. NO OTH ER WARRA NTI ES. EQUIVANT MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING MAINTENANCE AND SUPPORT. EQUIVANT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. c. LIMITATION ON LIABILITY. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, IN NO EVENT WILL EQUIVANT BE LIABLE FOR ANY LOSS OF Rev. 06022016 4 of 10 'equ ivant (ourlvlcv/Juo;;tice $ollltions Inc d/b/a eqUivant PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITUIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE EQUIVANT SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF EQUIVANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EQUIVANT WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR SAID SERVICES. EQUIVANT'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID BY CUSTOMER TO EQUIVANT UNDER THIS AGREEMENT. THE PROVISIONS OF THIS ARTICLE VII ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER AND EQUIVANT. EQUIVANT'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. NO ACTION ARISING OUT OF ANY BREACH OR CLAIMED BREACH OF THIS AGREEMENT OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THIS AGREEMENT, A CAUSE OF ACTION WILL BE DEEMED TO HAVE ACCRUED WHEN A PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE BREACH OR CLAIMED BREACH. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF equivant HAS AUTHORITY TO BIND EQUIVANT TO ANY ORAL REPRESENTATIONS OR WARRANTY CONCERNING THE equivant SOFTWARE. ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE. 8. INDEMNIFICATION FOR INFRINGEMENT a . equivant, at its own expense, shall defend or settle any claim, action or allegation brought against CUSTOMER that the equivant Software infringes any copyright, trade secret or other similar proprietary right of any third party and shall pay any final judgments awarded or settlements entered into, provided that CUSTOMER gives prompt written notice to equivant of any such claim, action or allegation of infringement and gives equivant the authority to proceed as contemplated herein. equivant will have the exclusive right to defend any such claim, action, or allegation and make settlements thereof at its own discretion, and CUSTOMER may not settle or compromise such claim, action or allegation, except with prior written consent of equivant. CUSTOMER shall give such assistance and information as equivant may reasonably require to settle or oppose such claims. In the event any such infringement, claim, action, or allegation is brought or threatened, equivant may, at its sole option and expense: 1. Procure for CUSTOMER the right to continue Use of the equivant Software or infringing part thereof, or 2 . Modify or amend the equivant Software or infringing part thereof or replace the equivant Software or infringing part thereof with other software having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable, Rev. 06022016 5 of 10 -equivant COUllV l eV!Jll~lice SallitlorlS Inc d/b/d equ'vant 3. Terminate this Agreement and repay to CUSTOMER the License Fee . equivant and CUSTOMER will then be released from any further obligation to the other under this Agreement , except for the obligations of indemnification provided for above and such other obligations that survive termination . b . The foregoing obligations shall not apply to the extent the infringement arises as a result of modifications to the equivant Software made by any party other than equivant or equivant's authorized representative or CUSTOMER 's unauthorized use or combination of the equivant Software with software or data not supplied by equivant as part of the equivant Software. c. The foregoing states the entire liability of equivant with respect to infringement of any copyright, trade secret or other proprietary right. 9 . TERMINATION a . This Agreement may be terminated by CUSTOMER upon thirty (30) days' prior written notice to equivant, with or without cause , provided that no such termination will entitle CUSTOMER to a refund of any portion of the License Fee. b. equivant may, by written notice to CUSTOMER, terminate this Agreement and the License granted, under Section 2 of the Agreement, if any of the following events ("Termination Events") occur: 1 . CUSTOMER fails to pay any amount due equivant within thirty (30) days after equivant gives CUSTOMER written notice of such nonpayment, or 2 . CUSTOMER is in material breach of any nonmonetary term, condition or provision of this Agreement , which breach , if capable of being cured , is not cured within thirty (30) days after equivant gives CUSTOMER written notice of such breach, or 3. CUSTOMER (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority , or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. 4 . If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination . Termination of this Agreement will not affect the provisions regarding CUSTOMER 's or equivant's treatment of Confidential Information , provisions relating to the payment of amounts due, or provisions limiting or disclaiming equivant's liability, which provisions will survive termination of this Agreement. c. Within thirty (30) days after the date of termination or discontinuance of this Agreement for any reason whatsoever, CUSTOMER shall return the equivant Software and all copies, in whole or in part, all Documentation relating thereto, and any other Confidential Information in its possession that is in tangible form . CUSTOMER shall furnish equivant with a certificate signed by an executive officer of CUSTOMER verifying that the same has been done. Rev. 06022016 6 of 10 • equlvan COUlI.'1;ew Jusuce SO[lIIIOI~S Inc d/b/a equ vant 10. ASSIGNMENT Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party, in whole or in part, whether voluntary or by operation of law, except by way of sale of assets, merger or consolidation, without the prior written consent of the other party, such consent will not 'be unreasonably withheld, and any attempted assignment without such consent shall be void . No assignment of this Agreement shall be valid until and unless consented to in writing by the non-assigning party and assumed by the assignee in writing. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assignees. 11 . CUSTOMER'S ENTERPRISE CUSTOMER's application server(s) and database server(s) are as follows: Server(s) Application Server(s): Up to two Environments Database Server(s): Up to two Environments 12 . ENTIRE AGREEMENT Locatlon!s) Customer Premise Customer Premise This Agreement and any schedules or exhibits attached thereto contain the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous proposals, discussions, agreements, CUSTOMER issued purchase order, or document of like intent or purpose, understandings, commitments, representations of any kind, whether oral or written , relating to the subject matter hereof, except as provided in Section 1 a with respect to the definition of "Confidential Information." It is expressly agreed that if CUSTOMER issues a purchase order or other document for the products provided under this Agreement, no terms, conditions or provisions contained therein shall have any effect on the rights, duties or obligations of the parties under, or in any way mOdify, this Agreement, regardless of any failure by equivant to object to such terms , conditions or provisions . This Agreement sets forth the sole and entire understanding between equivant and CUSTOMER with respect to the subject matter. No amendments to this Agreement, either at the execution or subsequently, shall be binding on equivant or CUSTOMER unless agreed to in writing by both parties. 13. GENERAL TERMS a. All provisions of this Agreement, which by their nature should survive termination of this Agreement, will so survive. b. CUSTOMER may not export or re-export the Software without the prior written consent of equivant and without the appropriate United States and foreign government licenses . c. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Delay or failure by either party to exercise any right hereunder, or to enforce any provision of this Agreement will not be considered a waiver thereof and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action . No single waiver will Rev. 06022016 7 of 10 equivant constitute a continuing or subsequent waiver, nor shall a waiver of anyone provision of the Agreement be deemed to be a waiver of any other provision. d. If any term, condition or provision in this Agreement is held to be illegal, invalid or unenforceable , in whole or in part , the parties shall work in good faith to agree such modification that will to the maximum extent possible preserve the original intention of said term, condition or provision . If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. e. This Agreement shall be governed by the laws of the State of Delaware, without regard to its laws relating to conflict or choice of laws . f. Any communication or notice permitted under the terms of this Agreement or required by law must be in writing, and will be deemed given and effective: (i) when delivered personally with proof of receipt, (ii) when sent bye-mail, (iii) when delivered by overnight express, or (iv) three (3) days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices. Each party's address for notices is stated below. Such address may be changed by a notice delivered to the other party in accordance with the provisions of this Section. Customer Prosecuting Attorney Kittitas County Prosecuting Attorney's Office 205 W, 5th Ave Ste.213 Ellensburg, WA 98926 Tel. No . 509-962-7520 Fax No . 509-962-7022 Copy to: Elishia Harvill, Office Manager Kittitas County Prosecuting Attorney's Office 205 W . 5th Ave Ste . 213 Ellensburg, WA 98926 equivant General Manager equivant 4825 Higbee Avenue NW Suite 101 Canton, Ohio 44718 Tel. No. 330.470.4280 Fax No. 330.494 .2483 Copy to: Contract Manager equivant 4825 Higbee Avenue NW Suite 101 Canton, Ohio 44718 g . The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute ("Dispute"). If the Dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then any controversy, claim, or Dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Before commencing any such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the parties are unable to resolve the Dispute by good faith negotiation, either party may refer the matter to arbitration. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the Dispute, and may not award any damages excluded by this Agreement . The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction. The prevailing party will Rev. 06022016 8 of 10 e qu iva nt CourlVlew Justice SolLitlons Inc d/t.Ja equlv.ant be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the arbitrator(s). Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs. Any request for arbitration of a claim by either party against the other relating to this Agreement must be filed no later than six (6) months after the date on which equivant concludes performance under this Agreement. Nothing herein shall prevent either party from seeking a preliminary or permanent injunction to preserve the status quo or prevent irreparable harm during the arbitration process. h. Neither party will incur any liability to the other party on account of any loss or damage resulting from any failure to perform or any delay in performing any of its obligations hereunder if such failure or delay is due, in whole or in part, to events, circumstances or causes beyond its reasonable control and without its fault (Force Majeure), including without limitation, any natural catastrophe, fire, war, riot, strike, or any general shortage or unavailability of materials, components or transportation facilities, or any governmental action or inaction, but the failure to meet financial obligations is expressly excluded. Upon the occurrence of such event of Force Majeure, the affected party will immediately give notice to the other party with relevant details, and will keep the other party informed of related developments. L CUSTOMER acknowledges that equivant may desire to use its name in press releases, product brochures and financial reports indicating that CUSTOMER is a customer of equivant, and CUSTOMER agrees that equivant may use its name in such a manner, subject to CUSTOMER's consent, which consent shall not be unreasonably withheld. j, This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have entered into this Software License Agreement as of the Effective Date. equivant By: Jeffrey Harmon /II~ Title: General Manager Date : January 19. 2018 Rev. 06022016 c ~, Title: 8f12e .1!/ t-M(V Date: Feb. f.p I 2--018 9 of 10 equivant CourLVlew Justice Solutions. Inc d/b/a eqLllvant Exhibit A SOFTWARE LlCENSE(S) AND FEE(S) Item SOFTWARE iu'lr lll. 1.1 JWorks Attorney Licenses 1.2 JWOTks Attorney Li cense Credit (DAM ION Licenses Previously Purchased) 1.3 ShowCase iDMS Document Management Server License 1.4 ShowCase iDMS Document Management Server Discount 1.5 ShowCase iDMS Document Management User Licenses 1.6 SIIOW Cwu. !OMS Ooew\lcn l MaM~U!rI\ U.>;!1 Lk~ DIs~IJ\lt Subtotal, Software Licenses THIRD PARTY SOFTWARE 1.7 Seal Web Report Designer License 1.8 Selll Wob Repol! OO'lgnor LJcon~t' Olllllolln t (DAM ION Ad Hoc R!!jtcrt liomse Subtotal, Software Licenses Rev. 06022016 10 of 10 27 27 27 27 Qjy, $4.00000 100% $5,00000 100 % $1 ,200.00 100% (Jhlt p c. $108,000 .00 ($108 .00000) $5,000.00 ($5,00000) $32,40000 (~OO~I'I $0.00 Total $1,007 .50 IOO 'll. $1 .00750 _....:..::.:~ __ -!(SJ.007 .so) $0.00 'equivant PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into as of the _2nd_ day of January , 2018 __ ("Effective Date ") by and between CourtView Justice Solutions Inc. d/b/a equivant, a Delaware corporation , with offices at 4825 Higbee AVE NW, Canton, OH 44718 ("equivant") and Kittitas County Prosecuting Attorney with offices at Kittitas County Courthouse, Ste. 213, 205 W. 5th , E"ensburg, WA ("CUSTOMER"), and describes the terms and conditions pursuant to which equivant shall provide profess,ional services to CUSTOMER. 1. SCOPE OF SERVICES equivant wi" perform the professional services ("Services") and deliver the deliverables ("Deliverables ") as described in the Scope of Services attached hereto as Exhibit A. 2. PLACE OF PERFORMANCE Unless otherwise provided in this Agreement, equivant may perform the Services in whole or in part at equivant's place of business, CUSTOMER's place of business, and/or such other locations as equivant selects. 3. TERM This Agreement shall be effective as of the Effective Date and shall continue in full force and effect until June 30 , 2019 or the Agreement has been terminated in accordance with this Agreement, whichever first occurs . 4. PRICE AND PAYMENT TERMS a . Payment is on a "time and materials" basis for labor expended and costs and expenses incurred , as described in Exhibit A . equivant wi" use good faith efforts to complete the Services and deliver the Deliverables within the estimated price ("Estimated Price") set forth in Exhibit B, but does not guarantee that the Services can be completed or the Deliverables can be delivered within the Estimated Price. b. CUSTOMER shall pay to equivant for labor expended in performing the Services an amount computed by multiplying the applicable hourly billing rate set forth in Exhibit B by the number of hours worked . Fractional parts of an hour shall be payable on a prorated basis . c. In addition to paying for labor expended, CUSTOMER shall reimburse equivant for the cost of all goods and materials purchased exclusively for use in performing the Services or which are incorporated into any Deliverable, as we" as for a" reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in performing the Services . Such costs and expenses shall be subject to the administrative and overhead charge provided in Exhibit B. d . CUSTOMER shall have no obligation to pay equivant more than the Estimated Price. equivant shall have no obligation to provide labor or incur costs or expenses having a Rev. 06022016 1 of 15 equivant CourtVlev" JU<:.lice Solutions Inc d/b/a equ!vant combined value more than the Estimated Price, even if the Services have not been completed or the Deliverables delivered, or the results desired by CUSTOMER have not been achieved. The parties may, by mutual written agreement, increase the Estimated Price. e. CUSTOMER shall make payment to equivant according to the schedule and provisions of Exhibit B. equivant shall have a lien upon and may retain or repossess any and all Deliverables if CUSTOMER does not make full payment to equivant. f. Invoiced amounts are due and payable within 30 days from the date of the invoice. g. If CUSTOMER's action or inaction results in non-receipt of payment by equivant for the total amount of an invoice within fifteen (15) days of the due date of such invoice, interest compounded at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by law if lower, shall thereafter be added to all amou nts unpaid and outstanding. If CUSTOMER's action or inaction results in non-receipt of payment by equivant, equivant shall have the right exercisable in equivant's sole discretion, in addition to its other rights and remedies, to cease further performance of the Services hereunder. h. Bill To Address. The invoice will be mailed to : Kittitas County Prosecuting Attorney's Office Kittitas County Courthouse Ste. 213, 205 W. 5th Ellensburg, WA 98926 509-962-7520 5. RESOURCES TO BE PROVIDED BY CUSTOMER a. CUSTOMER will designate qualified CUSTOMER personnel or representatives to consult with equivant on a regular basis in connection with the Services. CUSTOMER will furnish such documentation and other information as is reasonably necessary to perform the Services. b . CUSTOMER shall furnish access to CUSTOMER's premises, and appropriate workspace for any equivant personnel working at CUSTOMER's premises, as necessary for performance of those portions of the Services to be performed at CUSTOMER's premises. c. CUSTOMER shall provide, maintain, and make available to equivant, at CUSTOMER's expense and in a timely manner, the resources delineated above, and such other additional resources as equivant may from time to time reasonably request in connection with equivant's performance of the Services. Delays in the provision of these resources may result in delays in the performance of the Services, or an increase in the Price. 6. CONFIDENTIALITY Concurrently with the execution of this Agreement, the parties shall execute a Non- Rev. 06022016 2 of 15 equlvan COUI LVrel// Juo;llce So(utlons Inc d/b/d equlvant Disclosure Agreement CNDA") in the form and content of Exhibit C attached hereto and incorporated by reference. The NDA is independent of this Agreement and shall survive the termination of this Agreement. Nothing in this Agreement or in any such NDA shall be deemed to restrict or prohibit equivant from providing to others services and deliverables the same as or similar to the Services and Deliverables as described in the Agreement. 7. INTELLECTUAL PROPERTY a. As used herein, "Intellectual Property" shall mean inventions (whether or not patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Deliverable whether or not first created or developed by equivant in providing the Services. b. CUSTOMER and equivant shall each retain ownership of, and all right, title, and interest in and to, their respective pre-existing Intellectual Property. No license therein, whether express or implied, is granted by this Agreement or as a result of the Services performed hereunder. To the extent the parties wish to grant to the other rights or interests in pre- existing Intellectual Property, separate license agreements on mutually acceptable terms will be executed. c. equivant grants to CUSTOMER a royalty-free, paid up, worldwide, perpetual, non- exclusive, non-transferable license to use any equivant Intellectual Property incorporated into any Deliverable, solely for CUSTOMER's use of that Deliverable for its internal business purposes. equivant shall retain ownership of and unrestricted right to use any Intellectual Property derived in any fashion or manner hereunder, including from its pre-existing Intellectual Property. The Services performed and any Deliverables produced pursuant to this Agreement are not "works for hire." 8. TAXES a . In no event whatsoever shall equivant be liable for sales, use, business, gross receipts or any other tax that may be levied by any State or Federal Government entity against a contractor to such governmental entity other than taxes upon income earned by equivant for the goods and/or services provided pursuant this Agreement. This exclusion of tax liability is also applicable to any goods and/or services that may be provided by equivant under any later amendment hereto regardless of changes in legislation or policy. b. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should have been imposed on the Services or Deliverables provided by equivant to CUSTOMER (other than those taxes levied on equivant's income), CUSTOMER shall reimburse equivant for any such additional tax, including interest and penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables provided by equivant to CUSTOMER (except those taxes relating to equivant's income), equivant shall reimburse CUSTOMER such refund, including any interest paid thereon by the taxing authority. Rev. 06022016 3 of 15 equivant CcurlV:ev/JU!;l!ce So!utlons Inc d/b/a equlvant 9. TERMINATION FOR DEFAULT a . Either party may terminate this Agreement if (i) the other party fails to perform a material obligation of the Agreement and such failure remains uncured for a period of 30 days after receipt of notice from the non-breaching party specifying such failure, or (ii) a party ceases to conduct business , becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. In addition, equivant may terminate this Agreement effective immediately upon written notice to CUSTOMER if CUSTOMER fails to make any payment in full as and when due hereunder. b. Upon termination for whatever reason and regardless of the nature of the default (if any), CUSTOMER agrees to pay equivant in full for all goods and/or services provided to, and accepted by, CUSTOMER under this Agreement and/or any task order hereto as of the effective date of the Agreement within 30 days of the invoice date. 10. INDEMNIFICATION equivant agrees to defend, indemnify, and hold harmless CUSTOMER from and against third party claims, judgments, and awards, as well as the reasonable costs related thereto (hereinafter collectively referred to as "Damages") to the extent such Damages result from the gross negligence or willful acts or omissions of equivant occurring in the performance of its obligations hereunder; provided, such defense and payments are conditioned on the following: (1) that equivant shall be notified in writing by CUSTOMER within 5 business days following its receipt of any such claim, and (2) that equivant shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise . equivant shall not be responsible for any Damages or liability resulting, in whole or in part, from the negligence or willful misconduct of CUSTOMER its employees, consultants or agents. 11. LIMITED WARRANTY a. equivant warrants that the Services provided under this Agreement shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing the same or substantially similar services. In the event of any breach of the foregoing warranty, provided CUSTOMER has delivered to equivant timely notice of such breach as hereinafter required , equivant shall, at its own expense, at its discretion either (1) re-perform the non-conforming Services and correct the non- conforming Deliverables to conform to this standard, or (2) refund to CUSTOMER that portion of the Price received by equivant attributable to the non-conforming Services and/or Deliverables. No warranty claim shall be effective unless CUSTOMER has delivered to equivant written notice specifying in detail the non-conformities within 90 days after performance of the non-conforming Services or tender of the non- conforming Deliverables. The remedy set forth in this section 11 (a) is the sole and exclusive remedy for breach of the foregoing warranty. b. EQUIVANT SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR Rev. 06022016 4 of 15 equivant PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER'S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS. c. CUSTOMER represents and warrants to equivant that CUSTOMER has the right to use and furnish to equivant for equivant's use in connection with this Agreement any information, specifications, data or Intellectual Property that CUSTOMER has provided or will provide to equivant in order for equivant to perform the Services and to create the Deliverables identified in Exhibit A. 12. LIMITATION OF LIABILITY a. CUSTOMER hereby agrees that equivant's total liability to CUSTOMER for any and all liabilities, claims or damages arising out of or relating to this Agreement, regardless of cause or the legal theory asserted, including but not limited to breach of contract or warranty, tort, strict liability, statutory liability or otherwise , shall not, in the aggregate, exceed fees paid to equivant during the previous 12-month period . The parties acknowledge and agree to the foregoing liability risk allocation . Any claim by CUSTOMER against equivant relating to this Agreement must be made in writing and presented to equivant within six (6) months after the date on which this Agreement expires or is otherwise terminated. b. In no event shall either equivant or CUSTOMER be liable to the other for any punitive, exemplary , special, indirect, incidental or consequential damages, including, but not limited to , lost profits , lost business opportunities, loss of use or equipment down time, and loss of or corruption of data, arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the parties have been advised of the possibility of such damages or loss, and notwithstanding any failure of essential purpose of any limited remedy. 13. NOTICES f. Any communication or notice permitted under the terms of this Agreement or required by law must be in writing, and will be deemed given and effective : (i) when delivered personally with proof of receipt, (ii) when sent bye-mail, (iii) when delivered by overnight express , or (iv) three (3) days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices . Each party's address for notices is stated below. Such address may be changed by a notice delivered to the other party in accordance with the provisions of this Section . Customer Prosecuting Attorney Kittitas County Prosecuting Attorney's Office Ste. 213, 205 W. 5th Ellensburg , WA 98926 Tel. No . 509-962-7520 Rev. 06022016 5 of 15 equivant General Manager equivant 4825 Higbee Avenue NW Suite 101 Canton , Ohio 44718 Tel. No . 330.470.4280 equivant CourlVlev/Ju!;(ice SolutlOl's Inc d/b/a equlyam Fax No. 509-962-7022ENTER] Copy to: Office Administrator Kittitas County Prosecuting Attorney's Office Ste. 213, 205 W. 5th Ellensburg, WA 98926 Kittitas County Prosecuting Attorney's Office 14. RIGHTS AND REMEDIES NOT EXCLUSIVE Fax No. 330.494.2483 Copy to: Contract Manager equivant 4825 Higbee Avenue NW Suite 101 Canton, Ohio 44718 Unless otherwise expressly provided herein, no right or remedy of a party expressed herein shall be deemed exclusive, but shall be cumulative with, and not in substitution for, any other right or remedy of that party. 15. SEVERABILITY If any term, condition or provIsion in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the parties shall work in good faith to agree such modification that will to the maximum extent possible preserve the original intention of said term, condition, or provision. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. 16. ASSIGNMENT Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, except for the sale of assets, merger, or consolidation. 17. SUBCONTRACTORS equivant may engage the services of independent contractors to assist in the performance of its duties hereunder. 18. GOVERNING LAW;· VENUE This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to its laws relating to conflict or choice of laws. 19. INTERPRETATION The captions and headings used in this Agreement are solely for the convenience of the parties, and shall not be used in the interpretation of the text of this Agreement. Each party has read and agreed to the specific language of this Agreement; therefore no conflict, ambiguity, or doubtful interpretation shall be construed against the drafter. Rev. 06022016 6 of 15 equivant Caul tl/;ev.' JlI~lIce Solutions Inc d/b/a eqUivant 20. DISPUTES The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute ("Dispute"). If the Dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then any controversy, claim or Dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Before commencing any such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the parties are unable to resolve the Dispute by good faith negotiation, either party may refer the matter to arbitration. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the Dispute, and may not award any damages excluded by this Agreement. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the arbitrator(s). Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs. Any request for arbitration of a claim by either party against the other relating to this Agreement must be filed no later than six (6) months after the date on which equivant concludes performance under this Agreement. Nothing herein shall prevent either party from seeking a preliminary or permanent injunction to preserve the status quo or prevent irreparable harm during the arbitration process. 21. MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall not be effective until the execution and delivery between each of the parties of at least one set of the counterparts. 22. FORCE MAJEURE Neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, epidemics, pandemics, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the Rev. 06022016 7 of 15 equivant CeultVwv,' Justice Solul!Ons Inc d/b/J eQlJ'V;;ilH other for any liability claims, damages, or other loss caused by or resulting from a Force Majeure Occurrence. 23 . RELATIONSHIP OF PARTIES equivant is an independent contractor in all respects with regard to this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture , agency , or other relationship other than that of contractor and customer. 24. THIRD PARTY BENEFICIARIES This Agreement does not create, and shall not be construed as creating, any rights or interests enforceable by any person not a party to this Agreement. 25. WAIVER OR MODIFICATION Any waiver of the provisions of this Agreement or of a party 's rights or remedies under this Agreement must be in writing to be effective . Delay or failure by either party to exercise any right hereunder, or to enforce any provision of this Agreement will not be cons idered a waiver thereof and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No single waiver will constitute a continuing or subsequent waiver, nor shall a waiver of anyone provision of the Agreement be deemed to be a waiver of any other provision . 26. ENT IR E AGREEM ENT; CONFLICTING PROVISIONS The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous proposals, discussions , agreements, CUSTOMER issued purchase order or document of like intent or purpose, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder. It is expressly agreed that if CUSTOMER issues a purchase order or other document for the services provided under this Agreement, such instrument will be deemed for CUSTOMER's internal use only, and no terms, conditions, or provisions contained therein shall have any effect on the rights, duties or obligations of the parties under, or in any way modify this Agreement , regardless of any failure by equivant to object to such terms , conditions or provisions. In the event that any provision in any attachment conflicts with any provision of this Agreement , then this Agreement shall be deemed to control , and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with the governing provision herei n . 27. SURVIVAL All provisions of this Agreement, which by their nature should survive termination of this Agreement, will so survive. Rev. 06022016 8 of 15 e qui va nt CourtVlew Ju<;(io": Solutions Inc d/b/a equlvant 28. AUTHORIZATION Each of the parties represents and warrants that the Agreement is a valid and binding obligation enforceable against it and that the representative executing the Agreement is duly authorized and empowered to sign the Agreement. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have entered into this Agreement as of the Effective Date. equivant CUSTOMER Jeffrey Harmon /IIIJ,,-----.-By :&Q 1 · General Manager Title : /6rQ . f!.-/' (0 (111 tLL iLiritLJ1 .J By: Title : Date: --.,;J:..:a:.:.,n.:.,:u:..:a:.:..,.rYL......:...19:J,'-=2:..:0""'1""S:.......... ____ _ Date : feb . ~ ( Z DIg: Ratification of contracts required by Kittitas County Board of Commissioners: Ratification of contract demonstrated bv signatures obtained below: sia airman ~d--~airman Rev. 06022016 9 of 15 equivant CourtVlew Jus-tice Solutlon$lnc d/b/a equlvant Exhibit A SCOPE OF SERVICES Professional Services will be performed pursuant to the Statement of Work which is attached to this Agreement and incorporated into this Exhibit A. Rev. 06022016 10 of 15 equivant CourtView JUs:lice Solutions Inc d/b/a eQulvant Exhibit B PRICE AND PAYMENT lie n! PROFESS IONAL SERVICES 3.1 Project Management 3.2 Software Installation 3.3 Analysis (Business Process Review) 3.4 Software Configuration 3.5 Technical Services (Document Template Migration Assistance) 3.6 Data Conversion 3.7 Training (Up to five training days for System Administration for up to four trainees) 3.8 Training (Up to five training days for Train-the-Trainer Training for up to four trainees) 3.9 Training (Up to five training days for Report Training for up to four trainees) 3.10 Go-Live Support (Up to eight person days by two staff within one bus iness week) 3.11 Professional Services Discount 4.1 Estimated Travel Costs Subtotal, Estimated Professional Services Future Services Rates Qiy. On!! PrIGt $15,600 .00 $8 ,190.00 $9 ,36000 $31,200 .00 $4,680 .00 $23,400 .00 $7,800 .00 $7,800 ,00 $7 ,800.00 $12 .480 .00 'J5·~ $12 ,00000 $15 ,600 .00 $8,190.00 $9,36000 $31,200.00 $4,680.00 $23,400 .00 $7,800 .00 $7,80000 $7,80000 $12 ,480.00 1$44,008.501 $83 ,401 .50 $12,000.00 $95,401 .50 The Rates noted above in this Agreement are discounted to reflect a total project cost. Future rates for services beyond the current term will be at equivant then current rate, unless otherwise agreed by the parties . equivant reserves the right to adjust these rates without prior notification to the CUSTOMER. All rates quoted do not include travel expenses. The CUSTOMER will be responsible for all travel expenses. Rev. 06022016 11 of 15 equivant CourllJlel/,I JU~llce Solutions Ille d/bfJ eQulvaot EXHIBIT C NON-DISCLOSURE AGREEMENT This Nondisclosure Agreement ("NDA") is entered into as of the 2nd_ day of Jan uary . ! 2018_ ("Effective Date") by and between CourtView Justice Solutions Inc. d/b/a equivant, a Delaware corporation, with offices at 4825 Higbee Ave NW, Canton, OH 44718 ("equivant"), and Kittitas County Prosecuting Attorney's Office with offices at Kittitas County Courthouse, Ste. 213, 205 W. 5th , Ellensburg, WA 98926 ("CUSTOMER"), and describes the terms and conditions pursuant to which equivant and CUSTOMER will share confidential information. WHEREAS, the parties have entered into a Professional Services Agreement and each party (the "Disclosing Party") desires to disclose certain confidential and proprietary information to the other party (the "Receiving Party") in connection therewith. NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth herein, the parties agree as follows: 1. Confidential In formation . For purposes of this NDA, "Confidential Information" means inventions, ideas, intellectual property, formulae, patterns, compilations, programs, methods, techniques, processes, data, designs, algorithms, source code, object code, research plans, business plans, financial forecasts, business opportunities, agreements, vendor lists, pricing lists, customer lists, personnel lists, financial statements, and similar information, whether written or oral, that derives independent economic value from not being generally known to the public and is the subject of reasonable efforts to maintain its secrecy. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of disclosure thereof by the Receiving Party, (b) is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party) which is not prohibited from disclosing such Confidential Information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party, or (c) Receiving Party can demonstrate is independently developed by Receiving Party without use, directly or indirectly, of any Confidential Information. Disclosing Party shall designate Confidential Information as such prior to, during or immediately after disclosure. Disclosing Party shall mark any physical materials as Confidential Information and shall identify any oral information as Confidential Information at the time of disclosure. The foregoing notwithstanding, the terms of this NDA also pertain to information not otherwise identified as Confidential Information if Receiving Party otherwise knows or should reasonably be expected to know of its confidential nature. 2. Restrictions on Use and Disclosure. Confidential Information furnished directly or indirectly by the Disclosing Party to the Receiving Party or to any directors, officers, employees, agents, attorneys, accountants, advisors, affiliates, and other representatives and potential financing sources of the Receiving Party (collectively, "Representatives"), whether obtained by or furnished to the Receiving Party prior, contemporaneously, or subsequent to the date hereof, shall be kept confidential and shall not, without the Disclosing Party's express prior written consent, be disclosed by the Receiving Party or its Representatives in any manner Whatsoever, in whole or in part, and shall not be used by the Receiving Party or its Representatives other than in connection with the Proposed Transaction. Without limitation of the foregoing, each party agrees that it will not use the Confidential Information independently or with third parties, directly or indirectly, to solicit the Rev. 06022016 12 of 15 equivant CourlVlew Jusllce Solutions Inc d/b/a equlvant business of any person or entity, to provide services to any person or entity, or otherwise to compete with the Disclosing Party. The obligations of this paragraph shall survive for five (5) years from date that Disclosing Party first discloses such Confidential Information to the Receiving Party. 3. Standard of Care. Each party agrees to reveal the Confidential Information only to its Representatives who need to know the Confidential Information for the purpose of the Proposed Transaction, who are informed of the confidential nature of the Confidential Information and who agree to act in accordance with the terms and conditions of this NDA. The Receiving Party shall be responsible for any breach of this NDA by its Representatives. Each party agrees to take all reasonable precautions necessary to safeguard the Confidential Information from disclosure to any person or entity other than its Representatives. The parties agree that no disclosure of Confidential Information under this NDA shall constitute a waiver of any applicable privilege, including but not limited to the privileges pertaining to attorney-client communications and attorney work product. Each party also agrees not to use or disclose any Confidential Information in violation of securities or insider trading laws and to take reasonable steps to ensure compliance by its employees and agents. The Receiving Party shall be responsible for compliance with laws pertaining to the export of the Confidential Information. 4. Term. This NDA shall be effective as of the date written in the introductory paragraph hereof and shall continue until the earliest of (a) the termination of the Proposed Transaction, (b) notice of termination by one party to the other, or (c) the one-year anniversary hereof. Any termination or expiration of this NDA shall be subject to the survival provision below. 5. Records. Each party to this NDA shall keep a written record of Confidential Information furnished to it by the Disclosing Party and of the location of such Confidential Information. All copies of the Confidential Information shall be returned to the Disclosing Party immediately (a) in the event the Proposed Transaction is not consummated, (b) upon the termination of this NDA, or (c) at any other time upon the Disclosing Party's request. 6. No Ownership or Warranty. Nothing contained in this NDA shall be construed as granting any ownership rights, by license or otherwise, in any Confidential Information disclosed by a party. The Receiving Party acknowledges that the Disclosing Party makes no express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and the Receiving Party agrees that the Disclosing Party shall have no liability hereunder with respect to the Confidential Information, or errors or omissions therein. The Receiving Party agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and shall be entitled to rely solely on the representations and warranties, if any, made to it by the Disclosing Party in any final written agreement regarding the Proposed Transaction. 7. Compelled Disclosure. Each Party to this NDA acknowledges the competitive value and confidential nature of the Confidential Information and that use of such Confidential Information by Receiving Party or disclosure thereof to any third party could be competitively harmful to the Disclosing Party. In the event the Receiving Party or any party to which it transmits the Confidential Information pursuant to this NDA becomes legally compelled to disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by written opinion of counsel is legally required, and the Receiving Party shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Rev. 06022016 13 of 15 C.ourlVlev! Jus-lice So(Utions Inc d/b(a equlYJnt 8. Remedies . Each party to this NDA acknowledges and agrees that, given the nature of the Confidential Information and the competitive damage that would result if the Confidential Information is used by the Receiving Party other than as is provided for herein or disclosed to any third party, money damages would not be a sufficient remedy for any breach of this NDA, and that, in addition to all other remedies, the aggrieved party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy. 9. Miscellaneous. 9.1. The obligations assumed by the parties pursuant to paragraphs 2, 3,6, 7, 8, 9.4, 9.8 and 9.9 hereof shall survive the expiration or earlier termination of this NDA. 9.2. In the event suit is brought to enforce or interpret any part of this NDA, the prevailing party shall be entitled to recover as an element of the costs of suit, and not as damages, reasonable attorneys' fees to be fixed by the Court. 9.3. No provision of this NDA may be waived unless in writing, signed by all of the parties hereto. Waiver of anyone provision of this NDA shall not be deemed to be a continuing waiver or a waiver of any other provision. This NDA may be modified or amended only by a written agreement executed by all of the parties hereto. 9.4. This NDA shall be governed and construed in accordance with the laws of the State of Delaware, without regard to choice of law principles. 9.5. Neither this NDA nor any duties or obligations hereunder shall be assigned or transferred by a party without the prior written approval of the other party, which approval shall not be unreasonably conditioned, withheld, or denied. 9.6. All notices under this NDAwili be in writing and will be delivered by personal service, facsimile or certified mail, postage prepaid, or overnight courier to such address as may be designated from time to time by the relevant party, which initially shall be the address set forth on the signature page to this NDA. Any notice sent by certified mail will be deemed to have been given five (5) days after the date on which it is mailed. All other notices will be deemed given when received. No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a party. 9.7. If any provision of this NDA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. 9.8 Neither party shall make any public announcement concerning this NDA or any Agreement between the parties without the advance approval of the other party. Notwithstanding the foregoing, if the parties are unable to agree on a mutually acceptable announcement, a party may nevertheless issue a press release if it is advised by counsel that such release is necessary to comply with applicable securities or similar laws. 9.9 Each party represents and warrants that the person signing on its behalf has the requisite authority to bind the respective party to the terms and conditions contained herein. Rev. 06022016 14 of 15 equivant CourlVle"JJu~tice SolUtiOIiS Inc d/b/a equ yant 9 .10. This NDA contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior discussions, representations, and understandings, whether oral or written . 9 .11 To the extent that the CUSTOMER is a public entity covered by the Washington State Public Disclosure Act (PDA), there is not an ability to use Delaware Law and this agreement as a shield to non-compliance with that law. However, the PDA does have protections for proprietary and confidential information , which protections can/must be sought through court order. Should any public disclosure request received by the CUSTOMER appear to require more than providing our records, and might infringe upon the confidential or proprietary information of equivant, the CUSTOMER will immediately notify equivant of such concern, such that equivant can take legal action under the PDA to secure protections of such information . The CUSTOMER shall provide any assistance authorized by the PDA in seeking such judicial protection of information . IN WITNESS WHEREOF, the parties have caused this NDA to be duly executed and delivered as of the day and year set forth above. equivant CUSTOMER By: By: Title : _-=.:::..:..:.;==c:....:..:.=:...:==.:.-____ _ Title : Date: _--=.Ja=n~u=_=a::.:.r ..... y....:1_=9.J...., =2.=.O..:..18~ ____ _ Date: Rev. 06022016 15 of 15 " -"I '; -l~' equivant CourtView Justice Solutions Inc. d/b/a equivant JWorks Attachment A Statement of Work Kittitas County District Attorney December 5, 2017 ©equivant All Rights Reserved . Information contained in this document is proprietary to equivant, and may be used or disclosed only with written permission from equivant. This document, or any part thereof, may not be reproduced without the prior written permission of equivant. This document refers to numerous products by their trade names . In most, if not all cases these designations are claimed as Trademarks or RegisteredTrademarks by their respective companies. equivant is a registered trademark of (ourtView Justice Solutions Inc. JWorks is a registered trademark of equivant. This document and the related software described in this manual is supplied under license or nondisclosure agreement and may be used or copied only in accordance with the terms of the agreement The names of companies and individuals used in the sample database and in examples in the manuals are fictitious and are intended to illustrate the use of the software. Any resemblance to actual companies or individuals, whether past or present, is purely coincidental quivant Table of Contents J ' alt~ -K1rt~§s COlmly DiSIriqt Altql!lM Sta tement of W. Tko Introduction ............................................................................................................... ' ..................... 3 Project Management ...................................................................................................................... 4 Software Installation ....................................................................................................................... 7 System Set-Up and Testing ............................................................................................................. 9 Data Migration .............................................................................................................................. 11 Document Template Migration Assistance .................................................................................. 15 Interfaces ....................................................................................................................................... 16 JWorks Software Customization ................................................................................................... 17 Training .................................................................................................. : ...................................... 18 Go-Live Support ............................................................................................................................ 20 Preliminary Project Schedule ........................................................................................................ 21 Additional Project Assumptions .................................................................................................... 23 equivant Pagel2 equiv.a nt Introduction Werks-KIttitas Cou nty Oistdct ~tt'(:)n'ley Statemel:lt of. Work equivant is pleased to partner with the Kittitas County District Attorney's office for the implementation of the JWorks Attorney Case Management System (CMS). This Statement of Work identifies the tasks required to complete the JWorks implementation based on equivant's current understanding of your requirements and equivant's previous experience implementing similar solutions. equivant recommends that each Customer appoint both a project manager and an executive decision maker to help guide the project. In addition, we recommend that you identify one or more project team members from each business area affected by this project. These persons should be both technically qualified and knowledgeable of their groups' business processes and will serve as subject matter experts for the project. We have included descriptions of the required tasks and activities along with a sample timeline for the project. At the beginning of the project, we will work with you to construct a custom project schedule reflecting the task sequencing and timeline that best meets your specific needs. The major tasks in this project are : • Project Management • Software Installation • System Set Up and Testing • Data Migration •. Document Template Migration Assistance • Training (System Administrator and Train the Trainer) • Go-Live Support The following sections provide more detail about these major tasks and their associated deliverables . The following tasks are not included in this Statement of Work. Ifthey are determined to be necessary, they could be added to the project via a Project Change Request and would result in additional costs and time to complete the project: • Interfaces • JWorks Software Customization equivant Pagel3 equlvant JWork-s -K itJll(,!~ Go nty DistriGt Altor -~y Statement of Woek Project Management equivant will provide project management and oversight services as necessary to ensure a successful project. An equivant project manager will meet regularly with your project manager and will coordinate the day-to-day activities of all equivant resources assigned to the project. An equivant project management executive will participate in higher-level decision-making and issue resolution and will meet regularly with your project sponsor to review project status. The equivant project manager will provide the following project management services : • Coordination of project resources and work so that milestones are achieved in an efficient manner; tasks will be designed so as to minimize implementation time and cost while taking into consideration resource and time constraints • Serve as the main point of contact for your project manager • Provide updates to the work plan and project budget as appropriate • Participate in project status meetings and steering committee meetings • Provide monthly project status reports • Update risk and issue management document as appropriate • Process project invoices • Obtain Customer acceptance of project deliverables The equivant project manager will ensure that sufficient equivant resources are available to implement the system in accordance with the project requirements. The equivant project manager will monitor the project resources to ensure quality delivery of services and that the deliverables are completed in accordance with the project requirements . The project managers will meet at least weekly via teleconference to review project status, assess project progress, assess current risks, review scheduled activities and adjust the project plan to accommodate the project status, risk and schedules. The equivant project management executive will meet monthly with both project managers and the person or group that you have identified as providing executive oversight for the project to review the project status. At least once per quarter, this meeting will occur on-site at the Customer's facility with the equivimt project manager attending in person. The kick-off and close out meetings will be on-site at the Customer's facility. Off-site meetings will be held via teleconference. Project change requests (PCR) will be processed using the standard equivant PCR form . When either party requests a change that affects project deliverables, schedule or cost, the equivant project manager will fill out a PCR form. The Customer will review and accept or reject the change specified in the PCR form within five business days unless the project managers have agreed to an alternate period . PCRs that are not accepted or rejected by the Customer within the pertinent period will be assumed to be rejected. Deliverable acceptance requests (DAR) will be processed using the standard equivant DAR form. The equivant project manager will initiate a DAR contemporaneous with the delivery of each completed deliverable. The Customer will either approve the deliverable or notify equivant, in writing; of the deficiencies within ten business days, unless the project managers agree to either an alternate period or an alternate period is specified in the statement of work. OARs for which the Customer neither approves nor reports deficiencies within the pertinent period will be considered accepted by the Customer. equivant expects one consolidated feedback from Customer relative to each deliverable . equivant Pagel4 ~~'!V, .... ,J~!'.,,,~ ........ ,,,;-.,, <il. ~"", .. , ... 'l eq-uivan t JWerks -Ktttlt~~ Geunty Wls~flo~ Attorney Statement of Work Project issues may arise that are beyond the authority of the project managers to resolve. Project issues that cannot be resolved by the Customer and equivant project managers will be escalated for review, as an issue request, to the Customer and equivant individual or group empowered to resolve policy and project i ssues. Issue requests (IR) will be processed using the standard equivant IR form. The IR form will contain the date by which a decision is required so that the project schedule will not be impacted. Responses to IRs that are not received in the specified timeframe may impact the delivery of deliverables. If the delivery of deliverables is impacted a PCR will be required. The equivant project manager will be responsible for delivering all equivant deliverables and the Customer project manager will be responsible for approval of all equivant deliverables. At project conclusion, a close out meeting will be scheduled during which the statement of work will be reviewed to validate that all deliverables have been delivered. The close out meeting will be attended by the equivant project manager and project management executive. The meeting will be on-site at the Customer's facility. The project manager assigned to this project will be : Sibyl Govan Sr. Project Manager 406.558.4840 si byl.govan@equivant.com The project management executive assigned to this project will be: Dave Carlson Director, Professional Services 406.495.7288 dave.carlson@equivant.com Project Kickoff: The equivant project manager will work with your project manager to plan the project kick-off meeting. It is assumed that your project manager will complete the scheduling and arrangement of the kickoff meeting. Planning Deliverables: equivant will assign a project manager to the project. The equivant project manager will work with you and your project manager to establish and define the upfront plans that will help guide a project of this type. The primary scope of these activities is to produce plans defining processes and procedures that will help guide the project team to success. equivant will produce several planning deliverables as described below: Project Status Reports: The equivant project manager will provide weekly status reports as part of the weekly status meetings conducted via teleconference to review project status, assess project progress, assess current risks, review scheduled activities and adjust the project plan to accommodate the project status, risk and schedules. Statement of Work: One of the first activities will be to review and update this Statement of Work to ensure that it addresses equivant PagelS ::,,-.,(.' ....... 'I ',< \'~JI , .. ' c ,!t,,,~ , .... '~ .... ' equivan t ~Wsrk-s ~ ~i ttiu s QOLlnty [!)i Sl nc Attom~y Statement of Work all contractual adjustments and mutually agreed-upon changes . Project Schedule: The equivant project manager will maintain a detailed project schedule in MS Project and provide a monthly updated MS Project file to adjust for approved project change requests and other course corrections. Deliverable Review (applies to all deliverables in this Statement of Work): Deliverables will be submitted by the equivant project manager along with a Deliverable Acceptance request form (DAR). The Customer will either approve the deliverable or notify equ ivant, in writing; of the deficiencies within ten business days , unless the project managers agree to either an alternate period or an alternate period is specified in the statement of work. Deliverables are assumed acceptable if no feedback is received from the Customer within ten business days. Deliverables for Project Management: • Project Status Reports (ongoing throughout the project) • Statement of Work • Monthly Updated Project Schedule in a MS -Project file • Attendance at kick-off meeting • Attendance at weekly Project Management meeti ngs • Attendance at monthly Executive meetings • Attendance at close-out meeting There will be one review cycle for deliverables except in cases where equivant did not make the changes that you identified . equivant expects one consolidated feedback on deliverables. Payment Milestones for Project Management: Project management for the project will be invoiced at $15 ,600 .00 with $1,300.00 being invoiced at the end of each month that project management services are provided. If go-live support begins less than twelve months after the project kick-off, any rema ini ng months of the f i rs t eleven months w i ll be i nvoiced at the end of the month in which go -live support beg ins. Item Fee PM Month 1 $1,300.00 PM Month 2 $1,300.00 PM Month 3 $1,300.00 PM Month 4 $1 ,300.00 PM Month 5 $1,300.00 PM Month 6 $1 ,300 .00 PM Month 7 $1,300 .00 PM Month 8 $1,300 .00 PM Month 9 $1,300.00 PM Month 10 $1 ,300.00 PM Month 11 $1,300.00 PM Month Go-live $1,300.00 equivant Pagel6 :: ...... ',:, ....... L ,'".,.\_ ..... ,";·c .l",~,,--..... '1 equivant Software Installation J Wel'k~ -KJ.t!ita s ¢p.unty O l ~tri~t Attorn ey S t ~t ettleA"t 01 Wc:>tK Software Installation includes your creation of the Host Environment and the installation of the equivant provided applications: • JWorks Attorney Case Management System • JWorks Showcase Document Management System • JWorks Reporting Module (Seal Reports) Host Environment The Customer is responsible for maintaining a host environment with the necessary hardware, operating system and database software to support the JWorks applications. equivant will work with you to define the host environment that is best suited to the operation of the provided software within your environment. The minimum recommended hardware and software will be captured in the Host Environment Specification. The Customer will make remote high-speed connectivity to the host environment available to equivant for the purposes of the software installation and for ongoing support of the CMS software application and database. An equivant technical specialist will perform a validation of the host environment prior to installation of the application and database software. Should the host environment not meet the minimum requirements, a list of deficiencies will be provided. You will mitigate any deficiencies prior to the commencement of application and database installation activities. equivant recommends, and supports, up to three application environments in the host environment; two non- production (e.g. Test, Staging) and one Production. You will install the environments per the minimum requirements outlined in the Host Environment Specification. An equivant technical specialist will perform a validation of the host environment prior to installation of the software applications. Should the environment(s) not meet the minimum requirements, a list of deficiencies will be provided. You will mitigate any deficiencies prior our installation of the JWorks application software. It is critical that a non-production environment is ready prior to start of System Configuration, Data Conversion and Training as this environment will be utilized for these activities. Host Environment Evaluation equivant will review the host environments (up to two non-production and one production) host environment prior to the installation of the JWorks software to validate that the hosts meet the minimum requirements set forth in the Host Environment Specification and are prepared for the installation of the JWorks applications. equivant assumes that all hosts are available for review when the host environment evaluation commences. Application Installation equivant technical specialists will install the base Software applications in up to three environments: two non- production and one production environment. During the installation, equivant will deploy the Software applications into your host environment. The databases will be installed and files and file structures created. The equivant technical specialist will validate the installation through a set of structured validation steps. Once validation is completed, an administrator account will be created for you and a successful administrator login validated by your staff. Perform Initial Application Configuration equivant Pagel7 ::::~_~~ ...... J .. ~II <~"'-""I ~"~ 1-,-'''V.''''''': mQ~t<-s -~s CQ!!l~tty D$;&tlli'f!t Att0ffll~Y Sfafement ol.lf.IIo nk equivant will perform an initial configuration of the Software applications. As a starting point, equivant will utilize a base application template. Deliverables for Software Installation: • Host Environment Specification • Host Environment Evaluation • Installation of JWorks software applications Payment Milestones for Software Installation: Software installation will be invoiced at $8,190 .00 w ith $2,300.00 being invoiced at the end of the month in which the host environment evaluation is completed, $2,300.00 being invoiced at the end of the month that the JWorks software appl i cations are installed in the first non-production environment, $2,300.00 being invoiced at the end of the month that the JWorks software applications are installed in the second non-production environment, and $1,290 .00 being invoiced at the end of the month that the JWorks software applications are installed in the production environment. Item Host Environment Evaluation Installation of First Non-Production Installation of Second Non -Production Installation of Production equivant r:.'_'.~I(#}~'i.u,''''''''--''~ .~ d/,' ~ ., ....... , ...... Fee $2,300.00 $2,300 .00 $2,300.00 $1,290.00 PagelS .. ' dWa1~s -Klffitas · Caol'lly DIstrict Atto rney Statement 0f Work System Set-Up and Testing System Set Up and Testing includes all of the activities necessary to tailor the highly configurable JWorks application to your specific business application. As part of this task, we will conduct an in-depth review of your current business processes and then help you set up screen layouts, code tables and business rules needed to perform those tasks in JWorks. It also includes testing the system to make sure it meets your needs prior to going live. Ready Environment for Configuration An equivant Business Analyst will validate the base templates against any specific site implementation requirements and ready the environment for the Business Process Review. Business Process Review An equivant Business Analyst will facilitate BPR sessions with your business users to compare-contrast your current business processes against the base templates to determine gap-fit and prepare for configuration sessions. The gap-fit review will include the following tasks: • Review and confirm functional requirements • Interview business users • Walkthrough current business operations • Review documents and forms currently used by business units • Review reports currently used by business units The review will conclude with the delivery of a high-level report capturing the outcomes of the business process review. The delivery of this report is a predecessor activity to the JWorks System Administration Training. JWorks Code and Case Management Configuration Assistance Following JWorks System Administration Training, equivant will provide Code and Case Management Configuration assistance via a number of interactive work-sessions over an eight-week period to help you configure the JWorks application. equivant staff will walk through the various JWorks options and configurations with you. equivant staff will explain the pros and cons of various options so that you can make decisions and complete the actual configuration of the JWorks application. These sessions will be interactive and it is critical that your business decision makers will attend sessions in their applicable area. As part of these activities, equivant will review configuration options across all areas of the product including: • Screen layout design • Screen panel field definitions • Code Configuration • Workflow Setup • Business Rules • Document Templates • Dashboard Reports • User Roles -Security • Calendars • Tasks • Other setup equivant Pagel9 equivan l JWOrl<s -KIttft;:ls c~unty [)I str iej P;Ua r ey ___ ,Statemen t of W1>rk- The Customer must complete configuration duri ng the period allotted in the project schedule to keep the project on schedule . Verify and Test Configuration Prior to the start of Train-the-trainer training, equivant and your project team will walk through each area of the system to ensure that the configurations are complete and work as expected . User Acceptance Test Once system configuration and training is complete, the Customer will conduct a final User Acceptance Test to confirm that users are able to execute daily, monthly and other business tasks in the context of the JWorks Case Management System . This test will coincide with a mock data conversion to allow testing with a fully loaded system . The Customer must provide a User Acceptance Test plan to equivant prior to the start of user acceptance testing. The User Acceptance Test plan identifies testers , outlines specific test scenarios and test cases, identifies the test data to be used, and specifies the expected outcomes and pass -fail criteria for each test. Deliverables for Software Configuration: • Business Process Review • Business Process Review Report • JWorks Code and Case Management Configuration Assistance • User Acceptance Test Support Payment Milestones for Software Configuration: Software Configuration will be invoiced at $40,560.00 with $9,360 .00 invoiced at the end of the month in which the BPR has been completed and the BPR report delivered, $21,000 .00 invoiced at the end of the month in which the JWorks Code and Case Management Configuration Assistance has been provided, $10,200 .00 invoiced at the end of the month in which the Acceptance Test assistance has been provided . Item Analysis (Business Process Review) Configurati on Assistance Acceptance Test Assistance equivant Fee $9,360 .00 $21,000 .00 $10,200.00 P age 110 equlvant Data Conversion Data Migration enables the Customer to retain the electronic case histories that have been assembled over time in the legacy system. Data will be converted from DAMiaN. This legacy data is processed and mapped to fit within the JWorks data structures . Data Conversion Overview The conversion process will require a Customer review of legacy data and will provide the opportunity for the Customer to perform data analysis and clean-up, plus mapping of legacy codes to the JWorks codes prior to moving data into JWorks. Identity Consolidation The consolidation, or deduplication, of identity records from the legacy data source is not included in the scope of work. equivant can provide an estimated cost for identity consolidation technical services if the Customer desires to have equivant perform this service. Conversion Strategy This Statement of Work includes a high-level overview of the strategy that equivant utilizes for data conversion of legacy data into the JWorks database. equivant will expand on this as well as update specific plans for the conversion effort. Part of the planning effort will be to make final decisions as to what legacy data will be converted through an automated data conversion effort. equivant will facilitate a data conversion planning session(s) with staff and provide a Data Conversion Strategy Plan deliverable for review and approval. The equivant conversion methodology includes seven distinct steps: • Data Mapping Business Rules • Script Development • Data Checking • Test Data load • Mock Implementation Run • Final Conversion Run • Stabilization The activities of each of these conversion steps are described briefly below . Data Mapping Business Rules Support During the data mapping and business rule process, equivant and the Customer will analyze the legacy system data model and determine which data needs to be migrated to JWorks and where it will be viewed within the application. The Customer is required to place the data from the legacy system, which is to be migrated to JWorks, into the equivant conversion data model. Detailed worksheets will be provided outlining the format (ASCII text files having fixed length data attributes) of these files. Some extraction files may be excluded, depending on the specifications of the existing legacy system. In addition, during the extraction process, data exceptions will be discovered, allowing the Customer to identify potential data constraints and cleanse legacy data. The baseline code set-up must be completed prior to the initial mock conversion, including the Conversion Mapping Utility, which allows the Customer to map its legacy codes to the corresponding JWorks codes. It is assumed that equivant will provide the on-line mapping utility and that the Customer will use this utility to complete the actual code value mapping. Once all rules and mappings are established, a formal acceptance document is generated outlining the decisions equivant Pagelll r.r ...... ' .• ~Yf ~~:I,<-.., ......... J". ,~ l!1.'4 ,,,,,,,,,,,,1 JWor k"s -Ki ttlfgs cou nty li1li st riOl AI@rlil~Y State melil t oIW ork ______ --l equh/ant reached. This document is used as a guideline throughout the conversion life cycle. Any items outside the outlined scope will go through the Change Management Process. It is expected that the Customer will complete detailed worksheets for each of the legacy systems as applicable. equivant also assumes that the Customer will complete the required code mapping for all legacy systems to incorporate legacy codes into one consolidated use of code values in the JWorks system. Script Development Script development (refinement) might be necessary where the Customer has specific business requirements for handling legacy data that differ from standard equivant data conversion scripts. The scripting process is made up of separate scripts from each of the primary components of the JWorks application . This involves implementing all necessary business logic for JWorks as well as legacy rules, and data mappings established to this point. The mappings and rules utilized for the Script Development were defined in the Data Mapping Business Rules step. The output of this step is the completed data conversion scripts . Data Checking Once data has been provided in the agreed upon format, the data is loaded into conversion work tables for data checking exercises. Referential integrity, correct date values, correct numeric values, and required values are all checked during this process . A Data Issues Report identifying all issues is then sent to the Customer. There are two main sections on the report . The first one (titled 'Stop Issues') shows the issues that must be corrected before the data conversion can move forward . This may require correction of extract programs by the Customer and a new set of files to be provided. The second section (titled 'Observations') shows issues that may affect the quality of the data but do not necessarily have to be corrected in order for the conversion to continue. Customer may decide to move forward with current data and cleanup observation issues at a later time . During the data checking phase, codes will also be validated against existing JWorks code values . If a given code does not have a matching value in JWorks, the Customer will have the opportunity to create a matching code or "map to" an already existing code . All codes must have a matching value, a mapped value, or a default value before the conversion can continue. Data conversion does not include equivant staff fixing or scrubbing the Customer source data. Test Data Load equivant will perform one Test Data Load with limited volume case data provided by the Customer. Once the data conversion scripts are developed, the Customer will provide a sample data set of approximately 1,000 representative cases, defined as per the Data Mapping Business Rules. equivant will run . a test data load on this data set and provide a Data Issues Report detailing any required modification to source data and scripts. equivant will rerun the Test Data Load process with a new set of sample test data after identified issues have been remedied. A test data load is a predecessor activity to the start of System Administration Training and Configuration Assistance . Mock Implementation Run Two mock conversions will be performed emulating the final implementation. Each mock conversion will be performed per the project schedule . For each conversion, the Customer will provide files of data extracted from the legacy systems, formatted according to equivant specifications . Detailed statistics by script, source table and JWorks table guarantee that the conversion effort has accounted for each row of data . A Data Stat istics Report is provided for each mock convers ion. Benchmarks are set utilizing time estimates from each mock conversion run. Additional critical comments are tracked in order to ensure they are equivant P age 112 Cr. ..... :Io_J.~,·",,,,""',-.. ·.·~.J.. ""'" .... 11 eq uiv anf executed during implementation . JW0rks -Klltl as COrlni}' ID'lstmct Aft · rnev Statement of W ork Once the mock conversion is completed, the Customer will be required to review converted data and document corrections needed. As necessary corrections are found, they will be submitted to the equivant Project Manager and conversion team. Corrections may also be required for the source data. These corrections are the responsibility of the Customer. Final Conversion Run: Final conversion will occur just prior to go-live. At this time, all agreed upon data will be migrated from legacy systems to the Customers production JWorks environment as rehearsed during the mock conversions. During the week prior to your go-live, a conference call will take place to review the migration steps, determine the resources required, and solidify outstanding migration items. This will include reviewing roles, responsibilities and timelines for the final data conversion. The database backups must be re-scheduled, and a final review of the database configuration is required. At the previously scheduled time, the affected Customer legacy databases must be shut down, and data entry will cease in preparation for the final data extract. When backups are completed, the conversion process will begin. In order to ensure that the conversion runs smoothly during the go-live run, the Customer may be requested to stop day-to-day operations on the Thursday and Friday prior to the scheduled (weekend) conversions. This provides you and equivant the time needed to effectively implement the conversion process. Your resources must be available to validate the data the day prior to go-live so you can formally approve the data for go-live. The Customer will not utilize JWorks to support production business process until such time as the Customer has validated and approved the data conversion for go-live. Stabilization: Following the final conversion acceptance, the stabilization period begins. This typically lasts one week and includes performance analysis and general clean up. Table and index statistics are updated to ensure efficient data entry and retrieval. Any data attributes that are missing or formatted incorrectly will be addressed. Pending review of these documents, resolution will be determined, and the attributes will be corrected. Any remedy outside the outlined scope will go through the Change Management Process. Deliverables for Data Conversion: • Conversion Strategy Plan • Data Mapping Business Rules • Data Conversion Mapping Spreadsheet (Customer) • Data Code Value Mapping (Customer) • Data Files (Customer) • Data Issues Report • Data Statistics Report • Data Loaded in JWorks .• Data Validation (Customer) Payment Milestones for Data Conversion: Data Migration-Conversion will be invoiced at $23,400.00, with $8,000.00 invoiced at the end of the month in which the Test Load has been completed, $7,000.00 invoiced at the end of the month in which Mock Run 1 has been completed, $6,000.00 invoiced at the end of the month in which Mock Run 2 has been completed, and $2,400.00 invoiced at the end of the month in which the Final Run [Go-Live) has been completed. equivant P age 113 t>_y:'.!WI ~~ill'~ :c~-.>'''' ''I-! _'h.·""·, .... ,( Item Completion of Test Data Load Completion of Mock Run 1 Completion of Mock Run 2 Completion of Final Run equivant C"""'~_>'~'~~'1;<M."'n #~ j""~ft;>.~.,,,,' JWor-ks -llas QaU'AtY 0 stFict Atte.lllley Fee $8,000.00 $7,000.00 $6,000.00 $2,400.00 ~atement o[Wor k::....-___ ---J P age 114 equivant JWoiks -Kittitas Couiily, rnTstnct Atfurney Statement of lNer Document Template Migration Assistance JWorks Document Generation allows an Administrator to upload document templates in Microsoft Word format, configure merge fields to work with JWorks data tokens, and to define a set of default values for each generated document. For example the administrator can define whether the document is to be generated automatically or manually and whether it is to be printed, emailed and/or stored in the document management system. JWorks allows the user to "test generate" documents from the configuration page so changes can be made as necessary without opening multiple screens. The automated upload capabilities in the JWorks document administration screens will reduce the risk and overall level of effort required to migrate the document templates. The intent is to reuse existing templates from legacy systems to the degree possible while leveraging additional JWorks document features and functions. Document Template Identification: You will provide a preliminary document template inventory for equivant to review. equivant will provide feedback on whether each of the proposed document templates can be used with JWorks and what changes may be necessary to merge the document with data from JWorks. You will reconcile the feedback to determine the final inventory of document templates to be loaded to JWorks. Document Template Upload, Configuration and Testing: You will perform incremental configuration and testing on uploaded documents utilizing the 'test generation' functionality in JWorks. equivant will ensure you have the necessary knowledge to upload document templates, configure their merge fields to work with JWorks data tokens, and test that each document is generated correctly . This activity will occur in your JWorks test environment. Final Document Template Migration: A few weeks prior to your production go-live, a final migration will occur in which you migrate the fully configured document templates from your JWorks test environment to your JWorks production environment. During the week prior to this migration, a conference call will take place to review the migration steps, determine the resources required, and solidify outstanding migration items. This will include reviewing roles, responsibilities and timelines for the final document template migration. Deliverables jor Document Template Migration Assistance: • Document template migration assistance Payment Milestones jor Document Template Migration Assistance: Document Template Migration Assistance will be invoiced at $4,680.00 with $3,000.00 invoiced at the end of the month in which the document templates are migrated to the non-production environment and $1,680.00 invoiced at the end of the month in which the document templates are migrated to the production environment. Item Document Templates Migrated to Non-Production Environment Document Templates Migrated to Production Environment equivant c"' ... W,.,.,.>."'K ... '> ...... t:,..~.'\. ·.l,CYJ"'I' ....... " Fee $3,000.00 $1,680.00 P age 115 Interfaces J'fP'Jo r<S'-~Q' C~I!.rI>1W o~lfii'Ot AtloJ1¥ll st1tat:emafift...e. w.e~ This statement of work does not include implementation of automated interfaces to exchange information between the JWorks Case Management System and partner agencies. If the Customer determines that interfaces are needed, it will require a project change request. At that time, equivant will determine the scope and feasibility of the request and any impacts to the project schedule and budget. equivant P age 116 (""",to'"",", )~:"<" ~ ........ _"'~. '''-t!. ,,_~ ,.....,.-,..,. JWorks Software Customization J~0.r.Jm MLMas Com,:DiS lrel Am:Bll~ Statemiffilt a:rWeok This statement of work does not include customization of the JWorks Case Management System or other applications provided by equivant. If the Customer determines that software customizations are needed, it will require a project change request. At that time, equivant will determine the scope and feasibility of the request and any impacts to the project schedule and budget. equivant P age 117 ;:~!'_h\',~o;~"""'-"""'~ <L,v~ ........ , .. " equivant JW~rKs -Kltfjta~ C.9un~ 0 sUitt Attorney ___ ~tafefnent of Wotk Training An equivant Trainer will provide guidance as to training strategy, deliver training to your project team in use of the various applications and will help your in-house Trainers prepare for end-user training. equivant will provide training in the following areas : • JWorks Case Management System (System Administration) • JWorks Showcase Document Management System (System Administration) • JWorks Case Management System (Train-the-Trainer) • JWorks Reporting Module (Report Writer) The Customer is responsible for providing training facilities. Develop Training Plan equivant will work with your project manager to develop a training plan specific to your organization. The training plan will identify training audience(s), finalize the specific training topics and number of days planned for each training audience, and assign roles and responsibilities for preparing your organization to be successful with the JWorks Case Management System. JWorks User Documentation equivant will provide standard JWorks User Documentation. JWorks User Documentation does not address your organization's unique JWorks configuration and/or business processes. JWorks Case Management System -Systems Administration Training equivant will provide JWorks/Showcase System Administration Training for up to four people. This training will prepare students to provide day-to-day system administration of JWorks and the Showcase Document Management System . This training includes the following content areas: • User Administration and Security • Screen Designers • Number Generation-Sequence • Document Generation • Document Template Migration • Default File Structure • Code Tables • Global Settings • Organization • Sentence Templates • Workflow Configuration • Technical System Administration JWorks Case Management System -Train the Trainer equivant will provide five days of JWorks Train the Trainer for up to 10 people. As part of this training, an equivant trainer will work with your trainers to customize training classes appropriate to your training audiences and will help your trainers develop training materials specific to your organization's unique JWorks configuration, user roles and business processes. A variety of topics will be covered as necessary to cover all job functions outlined in the training plan, such as: equivant P age 118 ::""I\,~,:,,!.\;~~ •• > ,~,!,"~< ..... _: IJt4VJ'~ -~ft!tBS e@.WJilty a stnidi ~-tl0f,klQl Slaten.lelllt Iilf W,0f<k • JWorks Introduction • Dashboard -Components (e.g. Calendar, Tasks) • Dashboard -Reports • Case Initiation .• Event Processing • Document Generation • Name Management (Persons, Officers, Attorneys, etc.) • Using the Electronic Filing Cabinet JWorks -Report Writer Training equivant will provide five days of JWorks Report Writer Training for up to four report writers. This training will cover the JWorks data model and JWorks Report Writer tool and will prepare students to write reports against the JWorks database. Deliverables for Training: • Training Plan • JWorks Standard User Documentation • JWorks/ShowCase System Administration • JWorks Case Management System -Train-the-Trainer • JWorks Report Writer Training Payment Milestones for Training: JWorks end user documentation and training will be invoiced at $23,400.00 with each training component shown below invoiced at the end of the month in which a training day for the component was provided. Item JWorks Case Management System -System Administration JWorks Case Management System -Train the Trainer Training JWorks Report Writer Training equivant r:0f,.<!~ ....... ),'1"<"''''''''''"'' -'<-<!iWJ""""' .... I: Fee $7,800.00 $7,800.00 $7,800.00 P age 119 Go-Live Support JWO'~-l(itfltas qQU'f:ltf Qlstl!iOl Af!to'm~ stateme1lft..lllf WtGlflt As part of planning and preparing for go-live, equivant will conduct planning meetings with you to assess readiness, document go-live and cutover activities, define go-live contingency plans, and identify production support roles and responsibilities. equivant will document these sessions in the form of a go- live plan. It is expected that the go-live plan is a document of no more than five pages. When you commence live operations, equivant will schedule appropriate staff to provide on-site "go live" assistance for the first business week of production use of the Software. Deliverable for Go-Live Support: • Go-Live Plan • Go-Live support Payment Milestones for Go-Live Support: equivant will invoice $12,480.00 for go-live support at the end of the first month in which go-live support services are provided. Item On-site Go-Live Support equivant Fee $12,480.00 P age I 20 e~uivant Preliminary Project Schedule Project Schedule: JWork-s -~itt las CO l.lf'l ty DTstrr~t Att~rn~y Statem en t Of 'Work Below please find a preliminary timeline for implementing the project scope . You and equivant will jointly update the timeline as one of the first project activities. equivant will create and maintain a project schedule in MS Project. equivant P age I 21 1;:"",,~ ....... ).,.I~~~<',""",-"'''·~ JJ,"~"""",""'l equivant 'orks = Kittitas CountY Distnct AttoJ1)ey __ "Slatemeqt of WO<1< _ _ JWorks Preliminary Project Timeline Weeks 1 2 3 4 5 6 7 8 9 1 10 1 11 1 12 Software_lotion 5yStemSet-UpandTestlng Data MfpaIIon DoeTempIat<>MI§atlon Train" Go UVeSUpport ,JWerts -lKill fas e~l.Jl\ty' Dlst(jc~l Atto 'e.y ta am ant of Wo l'k Additional Project Assumptions General 1. equivant's estimates do not include installation and-or configuration of any computer hardware or peripheral equipment. You will be responsible for installing and configuringcomputer hardware and peripheral equipment such as printers and bar code equipment (if applicable) unless otherwise noted. 2 . You will have all of the necessary and appropriate personnel at all of the meetings for the purpose of defining the requirements of the system . 3. You will appoint a single point of contact for the duration of the project . This person should have project management responsibilities and decision-making authority. This person will be the focal point of contact for the equivant Project Manager. 4 . A training day is eight hours or less tra i ning provided on a single day. Unless expressly stated all training will be provided during normal business hours (eight am to 5 pm local time). 5 . Customer is responsible for providing a suitable training environment that includes a personal computer for each student . 6. This proposal does not include any data conversion services other than those specifically described herein. 7 . This Statement of Work does not include any costs associated with third party vendors orsoftware that may be needed to complete the implementation. 8. Customer is responsible for all manual data entry. 9, equivant has estimated travel cost at $12,000.00 This estimate assumes 8 one-person interstate trips as follows: 2 Project Manager 1 Bus iness Analyst 3 Trainer 2 Go-Live Assistance Travel expenses will be invoiced for reimbursement at cost. Pr oj ect Managemen t -and Ris k Factors 10. Your project manager will be responsible for obtaining any required authorizations, approvals and-or signoffs by Customer related to project deliverables and project progression in a timeframe in alignment with the project work plan . Delays to this process as well as any Customer tasks not completed within the work plan timeframe will be subject to the Change Order Management process, delayed deadlines, and increased services fees. 11. This Statement of Work does not include the expenses associated with your activities or resources assigned to the project. 12 . The project schedule is contingent upon the timely attainment of several external milestones that are outside the control of equivant. Examples include but are not limited to the acquisition of the requisite software licenses and hardware and the approval of requisite capital appropriation requests as required . equivant P age I 23 . .. eqldvant JWOiks -OO"ft as Cl;)I!ff,(~y DrstJll-ct Atl.Gftmey Statemen t of .work 13. Circumstances may necessitate changes to the tasks and/or time estimates, at which time you and equivant will discuss these changes in good faith at the earliest opportunity. Customer Resources 14. Assumes all your key project team resources will be committed to the project as of the project start date. 15 . Assumes Customer will provide the following resources to ensure a successful implementation of the products . o Exe cu tive Steerin g -Comm ittee -Without proper vision and guidance from an organization's executives , many projects fail to reach their desired goals and objectives . The role of the Executive Steering Committee will be to participate in setting the goals and scope of the project and to participate in periodic status meetings with the project team. o Pro ji?c l M anag er -A Project Manager will be assigned with appropriate decision-making authority. o Su bjec t Mat te r Experts -These resources will be considered part of the core project team and will participate in tasks including Project Team training . Often these experts consist of Functional Leads in their respective areas of expertise, as well as other supporting personnel from the various departments. The resources designated for these roles should have a good working knowledge of how Customer processes are performed and understand the reasons for the current processes . equivant P age I 24 C!l' .. l~""" :\.4"~"\"""""'1I -"~ <1"v ~"'<lv',,,,,'1