HomeMy WebLinkAboutKarpel Contract Full ExecutedBOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF'WASHINGTON
RESOLUTION
No.2o22-_L8Jl_
A RESOLUTION AUTHORIZING EXECUTION CONTRACT WITH KARPEL
WHEREAS, The Kittitas County Prosecutor's Office requires a sofiware program to manage itscases; and
WHEREAS, The Prosecutor has engaged in an extensive search for such a program and hassettle upon the program offered by Karpel; and
WHEREAS, The Prosecutor has executed one contract and seeks both ratification of theagreement and authorization to execute an associated Mou; and
WHEREAS, Money currently exists in the Prosecutor's budget and a request will be made in thecoming year for the shortfall.
Now, Therefore, Be it Resolved:
The BOCC authorizes execution by the Prosecutor ofthe attached MOU and ratifies the
Prosecutor's signature on the associated contract.
DATED this hottl day of'2022, at Ellensburg, Washington
COUNTY COMMISSIONERS
WASHINGTON
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DocuSign Envelope lD: 3377D49A-9686-4948-801 3-S08509584234
RPELsoI urroNs
9717 Landmark parkway I st. Louis, Mo 63727 | (314) 892_6300
KITTITAS COUNTY PROSECUTING ATTORNEY'S OFFICE
KITTITAS COUNTY, WASH I NGTON
CONTRACT FOR
PROSECUTORbyKarpelo & HOSTEDbyKarpelo
mrWffitPRO$ECUTOR
DocuSign Envelope lD: 3377D49A-96864948-8S13-808S0958A234
TABLE OF COI\ITENTS
l.DEFINITIONS.
2.SCOPE OF WORK
3.OTHER INFORMATION..
4.GENERAL CLIENT RESPONSIBILITIES & OBLIGATIONS
5.INVESTMENT SUMMARY
5.1 Payment Terms..........
6.1 TECHNICAL SUPPORT FEES ...........
6.2 SERVICE LEVEL COMMITMENT
T.OWNERSHIP OF INTELLECTUAL PROPERW
8.LICENSE TERMS AND USE
9.WARRANry
ll.INDEMNIFICATION
12.TERMlNAT|ON .............
l3.GENERAL PROVISIONS
14.MASTER TERMS AND CONDITIONS...
3
.4
6
...........6
7
10
10
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13
14
15
16
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Page 2 of 3L
DocuSign Envelope lD: 3377D49A-96864948-8S1 3-808S0958A234
This agreement between Karpel Computer Systems lnc., a Missouri corporation, doing business as Karpel
Solutions (hereinafter referred to as "Karpel Solutions") and Kittitas County, a political subdivision of the
State of Washington (hereinafter referred to as "Client") is for the purposes of reviewing this proposal
and to enter into this contract including the Master Terms and Conditions set forth below wherein Karpel
Solutions agrees to sell licenses for its copyrighted software program known as PROSECUTORbyKaTpeI@
(hereinafter referred to as "PbK").
1. DEFINITIONS
1. "Confidential lnformation" means information of either Karpel Solutions or Client which is
disclosed underthis Agreement in oral, written, graphic, machine recognizable, electronic,
sample or any other visually perceptible form by one of us to the other, and which is considered
to be proprietary or trade secret by the disclosing party. Confidential lnformation of Karpel
Solutions expressly includes, without limitation, the Software and Documentation. The
Confidential lnformation of Client includes, without limitation, Personally ldentifiable
lnformation and Client Content. Confidential lnformation shall not include information which
the party receiving the information can document: (i) was in the possession of or known by it
without an obligation of confidentiality prior to receipt of the information, (ii) is or becomes
general public knowledge through no act or fault of the pa rty receiving the information, (iii) is or
becomes lawfully available to the receiving party from a third party without an obligation of
confidentiality, or (iv) is independently developed by the receiving party without the use of any
Confidential lnformation.
2. "Client Content'' means all data, information, documents, and file Client uploads or inputs into
PbK on the Service through the website, including, without limitation, Personally ldentifiable
lnformation.
3' "Enhancements" means any specific configurations or customizations to the Software, which
Client may request and Karpel Solutions agrees in writing to provide.
4. "Documentation" means any operatlng instructions, specifications and other documentation
related to the operation, description and function of PbK, the Service or Website provided by
Karpel Solutions whether supplied in paper or electronic form.
5. "lntellectual Property" (lP) means any patents, patent applications, copyrights, mask works,
trademarks, service marks, trade names, domain names, inventions, improvements (whether
patentable or not), trade secrets, Confidential lnformation, moral rights, and any other
intellectual property rights.
6. "Hosted" or "Hosting" means the act of providing service and access to Client Content bythe
lnternet.
7. "Personally ldentifiable lnformation" (Pll) means any information that may be used to identify
specific persons or individuals, which is collected by either Karpel Solutions or Client for use in
conjunction with the use of PbK on HOSTEDbyKarpel. Personally tdentifiable tnformation shall be
considered Confidential lnformation.
Page 3 of 3L
DocuSign Envelope lD: 3377D49A-96864948-8513-808509584234
8' "PbK" means the PROSECUTORbyKaTpeI criminal case management system and specifically the
Client's licensed copy of PbK.
9. "Service" means the HOSTEDbyKarpel hosting platform provided by Karpel Solutions which
allows internet-based hosting of the Client's licensed copy of PbK through the Website.
10. "Service Level Requirements" means the technicalservice levels Karpel Solutions shall meet for
Services as set forth below in the Service Level Commitments for the delivery of the Services.
1L. "Software" means the Client's licensed copy of the PbK application, and includes any and all
updates, enhancements, underlying technology or content, law enforcement transfer interfaces,
other Enhancements and any Documentation as may be provided the Client by Karpel Solutions.
L2. "website" means the content and functionality currently located at the domain
www.hostedbykarpel.com on the internet, or any successor or related domain that provides
access to the Software and Service.
2. SCOPE OF WORK
The following Scope of Work represents the services required to reach the proposed solution and a
successful project. Karpel Solutions will perform all work in accordance with the descriptions, scopes
and specifications hereafter described.
Date Tasks and deliverables Davs out
Fina I Contract & lmplementation Agreement signed. Project pre-lmplementation
Meeting scheduled. Minimum workstation requirements are explained to agency
project manager. server connection credentials to the Agency server are given to
Karpel to begin the data extraction. The agency project manager will notify local lr
support for remote access credentials and coordinate with local agency lTto provide
Karpel with legacy data if a reqote extraction is not possible.
workstation assessment completed and any necessary hardware or software
ordered to meet PbK installation requisites
L00
Online pre-implementation meeting with project manager and system
administrators. PbK overview with the first data conversion complete. project Team
is selected including Karpel staff and customer system Ad ministrators. (one
customer system Administrator must be a Policy setting Attorney). This meeting will
begin with application overview, legacy data application analysis, enhancement
definitions and interface definitions. PbK pre-load configuration is explained and
initial Document Templates are received. Workflow pre-configu ration is co nducted
90
Teleconference status meeting with Karpel and agency project manager will occur to
review progress on hardware/software assessments and finalize pre-implementation
meeting timeline agreement.
80
First Data conversion webinar is reviewed on Karpel servers along with the pbK pre-
load worksheets. Agency Document Templates are received. Data validation
spreadsheets will be explained and data validation will begin. system Administrator
training begins. workflow pre-configuration is conducted. system enhancements are
completed and demonstrated. Applicable interfaces are reviewed and analyzed to
define t u res
60
Page 4 of 3L
DocuSign Envelope lD: 3377D49A-gG86-494B-8S13-80850958A234
This schedule will be modified as mutually agreed upon by Client and Karpel Solutions.
Document conversion consists of Karpel Solutions converting existing Microsoft Word@, Microsoft
Workso and Corel WordPerfecto documents provided by Client up to the time of training as outlined in
the Project Timeline listed above into a format that can be utilized by PbK on a best effort basis. Karpel
Solutions does not support nor will convert customized macros, auto-text files or other custom
programming items not a part of the ordinary functionality of Microsoft Wordo, Microsoft Works@
and/ or Corel WordPerfect@
Teleconference status meeting with Karpel and agency project manager will occur to
revtew and answer additional rdi re-load readsheet
45
Karpel Support installation and application testing on each workstation should begin
at this time. Karpel Solutions or local lT support will schedule workstation application
testing and follow Karpel testing procedures to thoroughly test browser
functionality, document generation, Outlook Calendaring and email on each
workstation.
45
Online docu ment template conversion review - customer will review converted
templates for accuracy and report any inaccuracies to Karpel over the next two
weeks.
40
The agency project manager will provide Karpel with any additional Legacy Data,
additional Legacy Documents and a fully complete pbK pre-Load spreadsheet and
completed data validation spreadsheets from the first data conversion. The agency
project manager will notify agency lr support to coordinate the legacy data upload
for final conversion with Karpel.
35
Training schedule is completed with assignment of all office staffto specific training
sessions. The Policy setting Attorney must attend the initial configuration, case
lnitiation and Event Entry sessions at a minimum. Training room and equipment are
verified.
35
Onl ine Pre-Live Administrator Training and Mock Go-live - Karpel will train the
System Administrators exactly as the staff will be trained upon go-live. The
preliminary data conversion on the Agency's pre-production site will be used for this
training including completed document templates and workflow configuration.
Agency will re-validate the accuracy of Defendants, Co-Defendants, Cases, Court
Dates, Events, Dispositions, and Financials. Application testing will continue. Agency
project manager will report all inaccuracies to Karpel. All custom Enhancements are
tested and verified. Begin final testing of all application interfaces if applicable. At
this point data conversion will be repeated as deemed necessary by our data
conversion experts to correct data conversion anomalies reported in the data
validation adsheets.
30
Teleconference status meeting with Karpel and agency project manager to review
current data validations and acceptance testing. Review of timeline to meet
scheduled "go live" date.
21
installation and testi of all workstations Kar or local lT su rt.14
Finalteleconference status meeting with Karpel and agency project manager to
final data accu and train area is re red for scheduled traini
7
Fina I Data received 3
November 14,
2022
Final Data conversion is loaded. User training continues with remaining office staff
train Customer ust PbK in a live state.
Go Live
Page 5 of 3L
DocuSign Envelope lD: 3377D49A-9686-4948-BS't3-808S095SA234
3. OTHER INFORMATION
Any additional work requirements outside the scope of this proposal will be presented in the form of a
change order and must be approved by client prior to start of such work. No additional charges will be
incurred without prior written approval from client.
4. GENERAL CLIENT RESPONSIBiLITIES & OBLIGATIONS
ln order for the project to be completed on time and on budget, Client shall provide at a minimum:
1. Access to client facilities while onsite, as deemed necessary by the Karpel Solutions project
manager.
2. Access to systems and equipment as required by Karpel solutions including:
a. PbK application access using Karpel Solutions laptops and client's network for training
and a pplication testing.
b' lnstallation of the Karpel Solutions remote support tool on all desktops accessing the
PbK application. Failure of Client to provide access to enable support toolwill render the
Karpel Solutions support agreement null and void.
3. Access to client data and document templates (if applicable) that will be provided by client if
such data is to be converted and populated by Karpel solutions into pbK.
a. Legacy data to be provided to Karpel Solutions within 10 days of project start date.
b. Document templates to be provided to Karpel Solutions within 20 days of project start
date.
4. An authorized contact person with decision making authority to assist in the definition of any
project unknowns.
a. Appointed decision maker must be present during the following activities:
i. Project kickoff
ii. Establishment of timeline
iii. lnterface definition meetings
iv. Document review signoff
v. Data conversion signoff
5. Sufficient time, if applicable, for all data reviews which will include a minimum of:a. Verification and review of ten (10) cases per year of any legacy system(s) data during each
review.
b. Client is responsible for validating their data during the project (if applicable). Validating
data is key to a successful implementation. lf issues arise with converted data after go-live
Karpel will determine if a fix is possible and an additional fee for this work may be presented
for this work.
Page 5 of 31
DocuSign Envelope lD: 3377D494-9686-4948-8513-80BS09S8A234
6. PASSWORD PROTECTION. Access to the Software through the Service and Website is password-
protected. Karpel Solutions provides multiple authentication alternatives for access to the
WCbSitc ANd SOftWATC. KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE OF STRONG
PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's use of the Service,
Website or Software. Only the number of users set forth above may access the Service and
Website. Client must inform their users that they are subject to, and must comply with, all of the
terms of this Agreement. Client is fully responsible for the activities of Client's employees and
authorized agents who access the Service and Website. Karpel Solutions is not liable for any
unauthorized access to the Service and Website, including without limitation access caused by
failure to protect the login and password information of users.
7. RESTRICTIONS ON USE. Client agrees to conduct all activities on the Service and Website in
accordance with all applicable laws and regulations. Access to the Service, Website, Software' and Documentation must be solely for Client's own internal use. Client may not (and may not
allow any third party to) (i) decompile, mirror, translate, disassemble or otherwise reverse
engineer any part of the Software, source code, algorithms, or underlying ideas of the Software;
(ii) provide, lease, lend, subcontract, sublicense, re-publish or use fortimesharing, service
bureau or hosting purposes any or all of the Software or Documentation; or (iii) reproduce,
modify, copy, distribute, publish, display or create derivative works of any or all of the Software
or Documentation or (iv) alter, remove, or obscure any copyright, trademark or other
proprietary notices or confidentiality legends on or in the Software or Documentation.
8' SUSPENSION. Karpel Solutions reserves the right to immediately suspend access to Software
without notice and at anytime that Karpel Solutions suspects or has reason to suspect a
security, data breach or if suspension is necessaryto protect its rights, Client's rights orthe
rights of a third party. Karpel Solutions will immediately contact Client upon suspension of the
Service and Website.
5. INVESTMEI{T SUMMARY
Karpel Solutions will perform according to all descriptions, scopes, and specifications herein described,
in consideration for payment as set forth below.
Soft ware Products/licensing Qty Price Total
PROSECUTORbyKaTpeI 25 52,zso 556,250
$so,zsoTotalSoftware
lnstallation Services Qtv.Price Total
PROSECUTORbyKaTpeI tnstallation and Configuration
Total lnstallation Services
L $1,ooo gi.,ooo
$t,ooo
Professional Services Qtv Price Total
Project Management
Pre-lmplementation Services (hours, remote)
Data Conversion : JWorks
8
1.
No Additional Cost
Slso
$i"5,ooo
St,zoo
Sts,ooo
Page 7 of 31
DocuSign Envelope lD: 3377D49A-9686-4948-851 3-BOBS0gS8A234
Mock Go-Live and System Administrator Training (30
days prior to go-live, hours, remote)
Document Template Setup, Training and Conversion of
Up To 100 Document (max of 50 Civil) Templates
Total Professional Services
8 Srso
1.S2,5oo
S1,2oo
s2,500
S19,9oo
Onsite Training Services Qty.Price Total
Onsite Training (days)5 s2,400 2 resources S12,ooo
S12,oooTotal Onsite Training Services
Customization Services Qtv Price Total
lnterface: Law Enforcement RMS (Spillman)
Total Customization Services
1.$to,ooo $to,ooo
$1o,ooo
TotalOne-Time Costs $99,t50
Annual Support Services Qty.Price Total
PROSECUTORbyKaTpeI
Unlimited eDiscovery
lnterface Annual Support
Hosted Services (per user/year)
Total Annual Support Services
Estimated Travel Expenses
25
1.
T
25
5+so
S3,tz5
s2,000
s100
511,2s0
S3,125
Sz,ooo
Sz,soo
S18,875
54,ooo
Total First Year Cost $tz2,o25
Optionalltems Price
lnterface: Law Enforcement RMS (per agency)
Interface Annual Support (per interface)
lnterface: Court
lnterfoce Annual Support (per interface)
External Agency Portal (Limited Case Data View, Digital File Attachment, eSubpoena, eReferral)
External Agency Portal Annual Support
Custom Reports (per report)
Document Template Conversion After 100 Documents (per document)
Cri m i no I docum ent template s
Ci v i I d ocu m ent te mp lates
client support Tool, scanning Tool and system compatibility check (per computer)
Additional Storage After lncluded 2TB (per terabyte, per year)
Additional Storage After tncluded 2TB (per 100 terabytes, per year)
Slo,ooo
Sz,ooo
Sto,ooo
Sz,ooo
Slo,ooo
s2,oo0
s1,000
$zs
5so
$so
St,ooo
$3z,ooo
Page 8 of 3L
DocuSign Envelope lD: 3377D49A-9686-4948-8S1 3-808S0958A234
1" lnterfaces must conform to the appropriate PROSECUTORbyKaTpeI lnformation Exchange
Package Documentation (IEPD) for that interface. lnterfaces that do not conform to the
appropriate PROSECUTORbyKaTpeI IEPD (i.e., require a new schema to be designed or database
modification), will require Karpel and Client review before approval of both design and potential
additional development and maintenance costs.
PLEASE NOTE: THERE MAY BE AN ADDITIONAL COST FROM THE oTHER VENDoR(SI. WHICH Is
NOT INCLUDED WITHIN THIS CONTRACT.
2. lnterfaces not currently in production will be considered as "Phase 2" and implemented post-go
live.
3. The above costs do not include additional hardware, Microsoft licenses, or networking services
that may be necessary to properly and legally operate PbK. Said expenses are the Client's sole
responsibility.
4.lf a scheduled go-live date is changed by Client within 60 days of the set date a IO% (of first year
cost) penalty may be issued to cover the costs of booked travel, accommodations and time that
may be removed from other current client start dates.
5. Pricing for Optional Services will remain valid up to 90 days from date of contracting signing.
Upon the request to begin an Optional Service, an official notice to begin the service must be
received.
6. The aggregate document / file storage space included with the stated hosted service fee is two
terabytes (2TB) of storage. lf storage exceeds 2TB, any additional storage above 2TB will be
billed at a flat rate of 51,000 per LT8, per year with no additional notice provided to the Client.
7. Hosted eDiscovery services will be invoiced monthly at the rate of 51 per submission to the
hosted eDiscovery site if Client does not elect the unlimited annual fee option.
8. Statewide service is a free service provided to all PROSECUTORbyKaTpeI clients. To activate this
service the MOU al Appendix A must be signed separately from the main contract.
9. Travel expenses include airfare, lodging, ground transportation and M&lE.
10. As with any project, all prices are subjectto change as new information arises or as workload
increases. Karpel Solutions will seek approval from Client if more work will be necessary to make
the changes along the way, as described above.
1L. ln the event Client or Karpelterminates this agreement, Client understands and agrees to pay
51,000 to Karpel Solutions for work in connection with the return of Client Content and
Confidential lnformation. Said Client Content and Confidential lnformation shall be returned to
Kittitas County within thirty (30) days of payment and termination.
L2. Karpel will delete all legacy data received for conversion 60 days after go-live.
Page 9 of 3L
DocuSign Envelope lD: 3377D494-9686494B-8S13-80BS0958A234
5.1 Payment Terrns
Payment schedule to be 50% of Software User Licenses due upon signed contract agreement and
the remaining cost, including first year annual fees due upon completion of implementation and
trai ni ng.
TERM. The term of Annual Fees in the Agreement shall be for (L) year and will begin upon Client,s go
live month. Such term shall be perpetual and automatically renew for subsequent terms of equal
length, unless either Karpel Solutions or Client gives notice to the other party thirty (30) days prior
to the expiration of the then-current term of intent not to renew. Prior to the expiration of the term,
Karpel Solutions will send Client a renewal invoice, which must be paid in full within thirty (30) days
from the date of the invoice. Pricing of subsequent annual terms may be subject to change at the
sole discretion of Karpel Solutions.
INTEREST AND LATE FEES. Past due accounts will be charged interest on a monthly basis, calculated
at one and one-half percent (1'.5%) per month of the unpaid balance or the maximum rate allowable
by law.
6. ANNUALSUPPORT
6.1 TECHNICAI. SUPPORT FEES
Client understands thattechnical support fees will be required annually, in orderto receive software
updates and technical support. The support period shall begin from the date of go-live as part of the
initial first year costs. The Client may elect to purchase subsequent annual support, on a yearly basis
at a fixed cost, and billed annually as referenced in Section 5 above. The option to purchase annual
support is solely at the Client's discretion. The Client's license to use pbK is not dependent upon the
Client purchasing annual support; however, if Client discontinues annual support, Client will not be
provided with updated versions of the software, unless it is purchased. provided Client's computers,
network and systems meet recommended specifications set for by Karpel Solutions and the Client is
current with annual support payments then Karpel Solutions shall provide updated versions of their
system and/ar software as they become available during the terms of the contract. lf the option for
renewal is exercised, Karpel has the right to increase current pricing.
6.1.1 SUPPORT PROVIDED
Karpel Solutions will provide support (e.g. software updates, general program enhancements and
technical support) for all software provided, including ongoing unlimited telephone technical
support problem determination, and resolution.
6.1..2 HOURS OF OPERATION
Karpel Solutions will provide technical support Monday through Friday, at a minimum of eight (g)
hours a day. Technical support services shall be available between the hours of 7:00 a.m. through
9:00 p'm. Central time, via a toll-free telephone number provided. After-hours support is available
as well via the same toll-free number which will reach the on-call support group.
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DocuSign Envelope lD: 3377D494-9686-4948-8513-808S09584234
6.1.3 INCTUDED SUPPORT
Support services include the detection and correction of software errors and the implementation
of all PbK program changes, updates, and upgrades. Karpel Solutions shall respond to the inquiries
regarding the use and functionality of the solution as issues are encountered by Authorized Users.
Support to users will be provided through the remote support tool installed on the end user's
computer. This tool was installed at the time of go-live allowing Karpel to provide the needed
support to meet the service level agreement. lf this access is not allowed support will be delayed
and the service level agreement (severity levels) are no longer in place.
6.1..4 RESPONSE TIMES
Karpel Solutions shall be responsive and timely to technical support calls/inquires made by the
Client. The Client will first make support inquires through their qualified system administrators to
assure the policies and business practices of the Client are enforced prior to contacting Karpel
Solutions. The timeliness of the response is dependent upon the severity of the issue/support
problem, as defined below:
The severity* of the issue/support problem shall determine the averaee problem resolution
response time in any calendor month of the controct as follows:
*lf the remote support tool is not installed or ovaitable, all issues wit! falt into the general assistance and the severity
levels are no longer opplicable.
Severitv Level l shall be defined as urgent situations, when the Client's production system is down
and the Client is unable to use PbK, Karpel Solutions'technical support staff shall accept the
Client's callfor assistance at the time the Client places the initial call; however, if such staff is not
immediately available, Karpel Solutions shall return the customer's call within one (1) business
hour. Karpel Solutions shall resolve Severity Level 1 problems as quickly as possible, which on
average should not exceed two (2) business days, unless otherwise authorized in writing by the
Client.
Severitv Level 2 shall be defined as critical software system component(s) that has significant
outages and/or failure precluding its successful operation, and possibly endangering the
customer's environment. PbK may operate but is severely restricted. Karpel Solutions'technical
support staff shall accept the customer's call for assistance at the time the customer places the
initial call; however, if such staff is not immediately available, Karpel Solutions shall return the
Client's call within four (4) business hours. Karpel Solutions shall resolve Severity Level 2 problems
as quickly as possible, which on average should not exceed three (3) business days, unless
otherwise authorized in writing by the customer.
Severitv Level 3 shall be defined as a minor problem that exists with PbK but the majority of the
functions are still usable and some circumvention may be required to provide service. Karpel
Solutions' technical support staff shall accept the Client's call for assistance at the time the
customer places the initial call; however, if such staff is not immediately available, Karpel
Solutions shall return the Client's call on average no later than the next business day. Karpel
Solutions shall resolve Severity Level 3 problems as quickly as possible, which should not exceed
the next available release of software, unless otherwise authorized in writing by the Client.
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DocuSign Envelope lD: 3377D494-9686-4948-8S13-808S09S8A234
General Assistance: For general software support/helpdesk calls not covered by the above
severity level descriptions, Karpel Solutions'technical support staff shall accept the Client's call
for assistance at the time the Client places the initial call; however, if such staff is not immediately
available, Karpel Solutions shall return the Client's call on average no laterthan the next business
day.
6.2 SERVICE LEVEI- COMMITMENT
UPTIME: Karpel Solutions is committed to providing the Software, Website and Service in a
consistent and reliable manner. Karpel Solutions will provide the Software, Website and Service
to Client with a stated minimum uptime of 99.5% to Client.
SCHEDULED NTENANCE:Karpel Solutions periodically performs scheduled maintenance
including but not limited to outline, preventative or emergency maintenance of the Software,
Website, and/or Service. Client understands that schedule maintenance may affect availability
of the Service, Website, and/or Software. lf schedule maintenance is to be performed Karpel
Solutions will provide notice to Client three (3) days prior to the scheduled maintenance. Karpel
Solutions will make every effort to schedule maintenance outside of normal business hours of
the client between the hours of ten (10) p.m. and five (5) a.m. centralstandard Time.
DATA RETENTIO N AND BACKUPS As a part of the Service and Website, Karpel Solutions will
maintain under this Agreement consistent, regular and validated backup both onsite and offsite
of the Client Content, Confidential lnformation and Software. Backups occur and will be
maintained pursuant to Karpel Solutions internal backup policies. Upon written request, Karpel
Solutions will make available to Client a copy of Karpel Solutions' current backup policies and
procedures.
AUDITS AND SECURITY: Karpel Solutions is committed to maintaining the security of Client
Content, Confidential lnformation, and Software on Karpel Solutions'Service and Website.
Karpel Solutions will maintain the Software, Website and Service in a secure manner subject to
the Customer Obligations outlined below. Karpel Solutions will perform annual security audits of
the Website and Service to ensure the integrity and security of the Website and Service. Results
of the Audits and Security Policy for Karpel Solutions will be made available to Client upon
written request.
DATA TRANSMISSION: Karpel Solutions ensures that all data transmitted to and from the Service
and Website is transmitted at a minimum level of 128-bit SSL encryption using digital
certificates issued by an internationally recognized domain registrar and certificate authority.
DATA LOCATION: KarpelSolutions willmaintain the Service, Software, Client Content and
confidential lnformation of client in a sAS 7OlssAE 16 certified data facility.
7. OWNERSH!P OF INTELLECTUAL PROPERTY
KARPEL SOLUTIONS OWNERSHIP: Karpel Solutions retains all right, title and interest in and to
the Software, Documentation, Website, Service, and related lntellectual Property. Any suggestions,
solutions, improvements, corrections, or other contributions Client provides regarding the Software,
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DocuSign Envelope lD: 3377D49A-96864948-8513-808S09S8A234
Documentation, Website or Services will become the property of Karpel Solutions and Client hereby
assigns all such rights to Karpel Solutions without charge.
CLIENT OWNERSHIP: Client retains all rights, title, and interest in and to the Client Content. Client
hereby grants to Karpel Solutions and Karpel Solutions hereby accepts a non-exclusive, non-transferable,
worldwide, fully paid license to use, copy, and modify the Client Content solely to the extent necessary
and for the sole purposes of providing access to the Software, Documentation, Website, and Services or
otherwise complying with its obligations under this Agreement.
8. LICENSE TERMS AI\D USE
The software, PbK, is a proprietary product of Karpel Solutions. lt is licensed (not sold) and is licensed to
Client for its use only by the terms set forth below.
1" ln consideration of payment of a sublicense fee, Karpel Solutions hereby grants Client a non-
exclusive and non-transferable sublicense to use any associated manuals and/or documentation
furnished.
2. Client cannot distribute, rent, sublicense, or lease the software. A separate license of pbK is
required for each user or employee. Each license of PbK may not be shared by more than one
full time employee or user (defined as working 20 hours or more per week), nor more than two
(2) part-time employees or users (defined as working less than 20 hours per week each and
working no more than 40 hours per week together). The Client agrees that Karpel Solutions will
suffer damages from the Client's breach of this term and further agrees that as such Karpel
Solutions shall be entitled to the cost of the license, installation and training costs associated for
each violation, including Karpel solutions' reasonable attorneys'fees and costs.
3. License does not transfer any rights to software source codes, unless Karpel Solutions ceases to
do business without transferring its duties under this agreement to another qualified software
business. Karpel Solutionswill,atclient'sexpense,enterintoescrowagreementforthestorage
of the source codes.
4' PbK and its documentation are protected by copyright and trade secret laws. Client may not use,
copy, modify, ortransferthe software or its documentation, in whole or in part, except as
expressly provided for herein. Karpel Solutions retains all rights in any copy, derivative or
modification to the software or its documentation no matter by whom made. pbK is licensed for
a single installation of one full time employee. A separate license is required for each installation
of PbK. Client shall not provide or disclose or otherwise make available PbK or any portion
thereof in any form to any third party. Client agrees that unauthorized copying and distribution
will cause great damage to Karpel Solutions and this damage is far greater than the value of the
copies involved.
5. PbK was developed exclusively at private expense and is Karpel Solutions'trade secret. For all
purposes of the Freedom of lnformation Act or any other similar statutory right of "open" or
public records the Software shall be considered exempt from disclosure. PbK is "commercial
computer software" subject to limited utilization "Restricted Rights." PbK, including all copies, is
and shall remain proprietary to Karpel Solutions or its licensors.
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6. Public Agency Participation: Other public agencies may utilize the terms and conditions
established bythis Contract. "Public agency'', for purposes of this paragraph, is defined to
include any city, county, district, public authority, public agency, municipality, and other political
subdivision. Kittitas County is not an agent, partner, or representative of such public agency, and
is not obligated or liable for any action or debts that may arise out of such independently
negotiated procurements. These so called "piggy-back" awards shall be made independently by
each public agency, and that agency shall accept sole responsibility for placing orders with
Vendor. Kittitas County does not accept any responsibility or involvement in the purchase orders
or Contracts issued by other public agencies. Any such contract by another public agency must
be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and
regulations of such public agency.
9. WARRAIVTV
1'. LIMITED WARRANTY: Karpel Solutions warrants it will provide the Services and Website in a
professional manner by qualified personnel. Karpel Solutions warrants it has the requisite power
and authority to enter into and perform its obligations under this Agreement. Karpel Solutions
warrants that the performance by Karpel Solutions of any services described in the Agreement
shall be in compliance with all applicable laws, rules and regulations. Karpel Solutions warrants
it will provide access to and use of the Software, Service and Website in material accordance
with the Service Level Commitment outlined above. No representations or warranties as to the
use, functionality or operation of the Website, Software, or Service are made by Karpel
Solutions other than as expressly stated in this Agreement.
2. INTERNET: Karpel Solutions makes the Website, Software and Services available to Client
through the internet to the extent commercially reasonable, and subject to outages,
communication and data flow failures, interruptions and delays inherent in lnternet
communications. Client recognizes that problems with the lnternet, including equipment,
software and network failures, impairments or congestion, or the configuration of Client's
computer systems, may prevent, interrupt or delay Client's access to the Service, Website or
Software. Karpel Solutions is not liable for any delays, interruptions, suspensions or
unavailability of the Website or Software attributable to problems with the lnternet or the
configuration of Client's computer systems or network.
3. SYSTEM REQUIREMENTS: Karpel Solutions provides the Services and Website based upon the
system requirements as specified by Karpel Solutions for Client. Karpel Solutions has no liability
for any failure of the Services, or the Software based upon Client's failure to comply with the
system requirements of Karpel Solutions.
4. WARRANTY LIMITATION:The warranties set forth in this Agreement do not apply if non-
compliance is caused by, or has resulted from (i) Client's failure to use any new or corrected
versions of the Software or Documentation made available by Karpel Solutions, (ii) use of the
Software or Documentation by Client for any purpose other than that authorized in this
Agreement, (iii) use of the Software or Documentation in combination with other software, data
or products that are defective, incompatible with, or not authorized in writing by Karpel
Solutions for use with the Software or Documentation, (iv) misuse of the Software or
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Documentation by, (v) any malfunction of Client's software, hardware, computers, computer-
related equipment or network connection, (vi) any modification of the Software not performed
by or otherwise authorized by Karpel Solutions in writing, or (vii) an event of Force Majeure.
5. DISCLAIMER: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL
OTHER WARRANTIES, EITHER EXPRESS AND IMPLIED, WHICH ARE HEREBY DISCLAIMED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT
OF A USE IN TRADE OR COURSE OF DEALING OR PERFORMANCE. KARPEL SOLUTIONS DOES NOT
WARRANT (i) THAT ACCESS TO OR USE OF ALL OR ANY PART OF THE SERVICE, SOFTWARE,
DOCUMENTATION OR WEBSITE WILL BE CONTTNUOUS, ERROR-FREE OR UNINTERRUpTED, (ii)
THAT THE RESULTS ARISING OUT OF CLIENT'S USE OF THE SOFTWARE, DOCUMENTATION OR
WEBSITE WILL BE ACCURATE, COMPLETE OR ERROR-FREE, OR (iii) THAT THE SERVICE,
SOFTWARE, DOCUMENTATION OR WEBSITE WILL MEET CLIENT'S NEEDS.
6. EXCLUSIVE REMEDIES: lf the Website, or Services provided under this Agreement do not
materially comply with the requirements stated in the Limited Warranty Section outlined above,
Karpel Solutions sole obligation shall be to correct or modify the Website or Services, at no
additional charge. lf Karpel Solutions determines it is unable to correct what is non-conforming,
Client's sole remedy will be to receive a refund of the fees paid for the non-conforming or
Services, even if such remedy fails of its essential purpose. You may also terminate this
Agreement as set forth in the termination provision of this Agreement.
10. LIMITATION OF LIABILITY
KARPEL SOLUTIONS IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF KARPEL SOLUTIONS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION,
wHETHER ASSERTED ON THE BASIS OF CONTRACT, TORT (tNCLUDtNG NEGLTGENCE OR STRTCT
LIABILITY), STATUTE OR OTHERWISE. UNTESS OTHERWISE SPECIFICALLY STATED, ALL REMEDIES
AVAILABLE UNDER THIS AGREEMENT AND ALL REMEDIES PROVIDED BY LAW, WILL BE DEEMED
CUMULATIVE AND NOT EXCLUSIVE. REGARDLESS OF THE FORM OF ANY CLAIM CLIENT MAY HAVE
ARISING UNDER OR RELATING TO THIS AGREEMENT,KARPEL SOL UTIONS LIABILIW FOR ANY DAMAGES
SHALL NOT EXCE THE FEES CLIENT HAS PAID TO RPEL SOLUTIONS PURSUANT TO THIS AGREEMENT
IN THE PRIOR TWELVE (12) MONTHS.
tL. INDEMNIFICATION
CLIENTS INDEMNIFICATION: Client will indemnify, defend, and hold harmless Karpel Solutions from and
against any and all liability, damage,loss or expense (including reasonable attorneys'fees) arising out of
(i) any claim, demand, action or proceeding, statutory or otherwise, based on allegations arising as a
result of use of the Website, Software, Documentation or Services in a manner not expressly described
or permitted by this Agreement, (ii) use of the Website, Software, Documentation or Services in any
unlawful manner or for any unlawful purpose, (iii) Karpel Solutions' use of Client Content that infringes
any third party lntellectual Property, or (iv) Karpel Solutions' use of Client Content as permitted by this
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Agreement that violates the privacy rights or the rights to Personally ldentifiable lnformation of a third
party.
KARPEL SOLULTIONS' INDEMNIFICATION: Karpel Solutions will at its own expense (including payment of
attorneys' fees) defend Client in the event that any suit is brought against Client based on a claim that
the Software directly infringes any valid U.S. lntellectual Property right and shall indemnify Client from
any amounts assessed against Client in a resulting judgment or settlement of such claims. Karpel
Solutions will not be liable for any cost or expense of defense Client incurs in connection with any such
suit or claim, without Karpel Solutions' prior and specific authorization and consent.
Notwithstanding the foregoing, Karpel Solutions has no obligations under this Section in the event any
infringement claim is solely or in part based upon or arising out of any modification or alteration to the
Software not made by Karpel Solutions, (ii) any combination or use of the Software with products,
hardware or services not supplied by Karpel Solutions or approved in writing by Karpel Solutions in
advance of such combination, (iii) Client's continuance of allegedly infringing activity after being notified
of such activity, or after being informed of modifications that would have avoided the alleged
infringement, (iv) Client's failure to use corrections or enhancements made available by Karpel
Solutions, (v) use of the Software not in accordance with the applicable Documentation or outside the
scope of this Agreement, or (vi) the use of the Software in a manner for which it was neither designed
nor contemplated.
. The foregoing remedies constitute Client's sole and exclusive remedies, and Karpel Solutions'entire
liability and obligation, with respect to any suit or claim for infringement or misappropriation of third-
pa rty lntellectual Property or other right by the license and/or use of the software.
Regardless of the foregoing provisions of section 10 and 11. of this agreement, Karpel shall fully
indemnify Kittitas County for any claim, damages, defense, costs, verdicts, judgments, or awards
including all attorney fees, court costs, and litigation expenses in the event Karpel suffers a data breach,
Kittitas County's Client Content and Confidential lnformation is exposed or released, someone is harmed
thereby, and files suit for damages Karpel Solutions' aggregate liability and obligation under this Section
will not exceed the maximum amount insurance provides per occurrence.
NOTIFICATION: The indemnification obligations set forth above will apply only if and to the extent (i) the
indemnified party gives prompt written notice to the indemnifying party of the assertion of any such
claims, demands, action or proceeding, (ii) the indemnifying party has the right to select counsel and
control the defense and all negotiations for settlement thereof and (iii) the indemnified party provides
all reasonable information, assistance and cooperation required to defend such claim, demand, action
or proceeding. The indemnifying party shall not settle or dispose of any such claim, demand, action or
proceeding without written notification to the indemnified party provided the settlement or disposal
materially adversely impacts the indemnified party.
T2. TERMINATION
TERMINATION: Client may terminate this Agreement thirty (30) business days after it is has provided
Karpel Solutions with written notice that it believes that Karpel Solutions has failed to perform under, or
materially breaches, this Agreement and of the Client's intent to terminate the Agreement. Thereafter,
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Karpel Solutions will have thirty (30) business days from the receipt of such notice to correct the stated
problem. lf at the end of such thirty (30) business day period, Karpel Solutions has not corrected the
stated problem, then client may terminate this Agreement. Karpel Solutions may terminate this
Agreement on thirty (30) days written notice. Either party may immediately terminate this Agreement in
the event the other party (i)files for, or has filed against it, a bankruptcy petition, and such petition is
not dismissed within sixty (60) days of the filing date; or (ii) ceases to conduct business in the normal
course, (iii) makes an assignment for the benefit of its creditors, (iv) is liquidated or otherwise dissolved,
(v) becomes insolvent or unable to pay its debts in the normal course, or (vi) has a receiver, trustee or
custodian appointed for it.
RIGHTS AFTER EXPIRATION OR TERMINATION: Upon expiration or termination of this Agreemen! Karpel
Solutions will immediately terminate Client's access to and use of the Website, Documentation, and
Services. Upon expiration or termination of this Agreement, each party shall immediately cease to make
use of any Confidential lnformation received from the other party. Within thirty (30) days of written
request following termination or expiration of this Agreement, Karpel Solutions shall coordinate with
Client a mutual agreeable manner for the return of Client Content and Confidential lnformation
obtainedorsharedduringthecourseoftheAgreement. Clientunderstandsthatuponanytermination
or expiration of this Agreement, Client must return to Karpel Solutions (or destroy and certify such
destruction in writing) any Documentation or other materials provided by Karpel Solutions, whether in
written or electronic form, regarding the Website, Software or Services provided under this Agreement.
Termination is not an exclusive remedy.
13. GEwERAL PROl/tstOillS
NOTICES: Any notices provided under this Agreement will be in writing in the English language and will
be deemed to have been properly given if delivered personally or if sent by (i) a recognized overnight
courier, (ii) certified or registered mail, postage prepaid, return receipt requested, or (iii) facsimile, if
confirmed by mail. Karpel Solutions' address for such notices is set forth below. Client's address for such
notices will be the address on file with Karpel Solutions as provided by Client. Such address or contact
information may be revised from time to time by provision of notice as described in this Section. All
notices sent by mail will be deemed received on the tenth (10th) business day after deposit in the mail.
All notices sent by overnight courier will be deemed given on the next business day after deposit with
the overnight courier. All notices sent by facsimile will be deemed given on the next business day after
successful tra nsmission.
Karpel Solutions
c/o Matt Ziemianski, CEO
9717 Landmark Parkway, Suite 200
St. Louis, MO 63127
(3L4) 8e2-6300
mziem ia nski@karpel.com
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is to be construed and governed by the
laws of the United States and the State of Missouri, without regard to conflict of law's provisions. Any
dispute arising out of or in connection with this Agreement, which cannot be settled amicably between
the parties must be brought exclusively in the appropriate court located in Missouri, and Client expressly
waives any and all objections regarding jurisdiction and forum non conviens. lf either Karpel Solutions or
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Client employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing
party will be entitled to recover reasonable attorneys'fees and costs.
lN WITNESS WHEREOF, the parties have caused this Agreement subject to the Master Terms and
Conditions set forth below to be executed on the date contract signed by all parties. This proposal is
offered as an all-inclusiveturnkeysolution and, unless noted otherwise, pricing is based on acceptance
of both services and licenses. Any changes to this solution may result in additional costs. This offer is
entire agreement between the parties, and no oral agreements or other written documents, exclusive of
the attached exhibits are part of the agreement. Any modifications of this agreement must be in
writing, and priorto acceptance of this offer, Karpel Solutions reserves the rightto make modifications
to this offer. The signatories warrant they have the authority to bind their respective party.
Kittitas Cou nty, Washington KarpelSolutions
DocuSigned by:
L.Z'^y&
Signature
Greg L. Zempel
Printed Name
Prosecutt ng Attorney
Title
February L5, 2022 | 1:30 pM cST
Date
Signature
rvlatt zi emi an ski
Printed Name
cEo
Title
February 12, 2027 | 6:57 AM psT
Date
Wh*r*
Page 18 of 3L
DocuSign Envelope lD: 3377D49A-96864948-8S13-BOB509FBA234
Mailing Contact:
:acob schroeder
Mailing Address:
205 west 5th nve
noom 2l_3
ellensburg, wA 98926
Billine Contact:
rlishia ttarvill
s09-962- 7600
Phone Number
el i shi a. harvi I I @co. ki tti tas . wa. us
Email Address:
Billing Address:
205 west 5th nve
Room 2l-3
rllensburg, trrtA 98926
Tax Exempt? No EI Yes n If ves- please attach copv of tax exempt certificste
Agencv Proiect Manager Contact:
Jacob schroeder
5 09-962 - 7683
Phone Number:
j acob . sch roede r . pa@co. ki tti tas . wa . us
EmailAddress
Proiect lT Contact:
Jacob schroeder
509-962- 7683
Phone Number:
Email Address
jacob. schroeder. pa@co. ki tti tas.wa. us
Page 19 of 3L
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L4. MASTER TERMS AND CONDITIONS
KARPET COMPUTER SYSTEMS, tNC. (dba "Karpel Solutions,,!,
MASTER TERMS AND CONDITIONS
GENERAT TERMS
1. AccEPTANcE TERM. The proposal attached to these Master Terms and Conditions is tendered for
acceptance in its entirety within thirty (30) days from the date of the proposal, after which it is to be
considered null and void.
2' MODIFICATION AND WAIVER. Any modifications of this Agreement must be in writing and signed by
both parties. Neither party will be deemed to have waived any of its rights under the Agreement by
any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit
written waiver. No waiver of a breach of this agreement will constitute a waiver of any prior or
subsequent breach of this Agreement.
3. ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon Karpel Solutions and
Client and Karpel Solutions' respective successors and assigns. Notwithstanding the foregoing, Client
may not assign or otherwise transfer this Agreement or Client's rights and obligations under this
Agreement without the prior written consent of Karpel Solutions, and any purported assignment or
other transfer without such consent will be void and of no force or effect. Karpel Solutions may
assign and /or transfer this Agreement or Karpel Solutions' rights and obligations under this
Agreement at any time.
4- FORCE MAJEURE. Neither party shall be deemed in default of this Agreement to the extent that
performance of its obligations or attempts to cure any breach thereof are delay or prevented by
reason of any act of God, government, fire, natural disaster, accident, terrorism, network or
telecommunication system failure, sabotage or any other cause beyond the control of such party
("Force Majeure"), provided that such party promptly gives the other party written notice of such
Force Majeure.
5. INDEPENDENT CONTRACTORS. The parties will be deemed to have the status of independent
contractors, and nothing in this Agreement will be deemed to place the parties in the relationship of
employer-employee, principal-agent, or partners or joint ventures. Neither party has the authority
to bind, commit or make any representations, claims or warranties on behalf of the other party
without obtaining the other party's prior written approval.
6. SOFTWARE ANOMALIES. New commercial software releases or upgrades, or any hardware and/or
software owned by or licensed to Client, used in connection with Karpel Solutions services may have
anomalies, performance or integration issues unknown to Karpel Solutions which can impact the
timely, successful implementation of information systems. Karpel Solutions will inform the client
promptly if this occurs and will attempt to analyze, correct and/or work around the anomalies or
performance issues on a "best effort" basis. Karpel Solutions is not responsible for any delay or
inabilityto complete its services if such anomalies or performance issues occur. Client is responsible
for payment for all of Karpel Solutions' services at the rate stated in the proposal whether or not a
successful solution is achieved.
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7 - SOFTWARE AUDIT. Client agrees to allow Karpel Solutions the right to audit Client's use of pbK and
licenses of PbK at any time. Client will cooperate with the audit, including providing access to any
books, computers, records or other information that relate to the use of PbK. Such audit will not
unreasonably interfere with Client's activities. ln the event that an audit reveals unauthorized use,
reproduction, distribution, or other exploitation of PbK, Client will reimburse Karpel Solutions for
the reasonable cost of the audit, in addition to such other rights and remedies that Karpel Solutions
may have. Karpel Solutions will not conduct an audit more than once per year.
8. CLIENT ENVIRONMENT. Client is responsible for the application, operation and management of its
information technology environment, including but not limited to: (a) purchasing, licensing and
maintaining hardware and software; (b) following appropriate operating procedures; (c) following
appropriate protective measures to safeguard the software and data from unauthorized duplication,
modification, destruction or disclosure; (d) following adequate backup contingency plans; and (e)
employing qualified personnel to obtain the desired results. Karpel is not responsible for the loss of
data in PbK or security breaches that result in the unauthorized dissemination of data contained in
PbK that is the result of Client not following appropriate operating procedures, security and protective
measures and/or following adequate backup contingency plans.
9. MATERIALS. Client will pay Karpel Solutions for materials purchased for the client's use. Materialsmay include computer hardware, software, hosting, facility leases, other services,
telecommunications charges, freight, shipping, mailing, document reproduction and any other such
costs incurred in performance of services for client. Upon mutual agreement, client will reimburse
Karpel Solutions for all out of town travel expenses, such as automobile/airline travel, hotel, meals,
and cab fare. Billing for services rendered on-site on an as needed basis will include portal-to-portal
time.
10' COPYRIGHT. Karpel Solutions reserves the right to seek damages if Client is responsible for a
subsequent violation of Karpel Solutions'copyright, and Client assumes responsibility forthe acts
and omissions of its agents acting in the course of their duties or otherwise with respectto the
protection of Karpel Solutions' copyright.
L0. INTERNET AND NETWORK. Karpel Solutions makes PbK available to Client through the tnternet
and/or Client's own network and systems, to the extent commercially reasonable, and subject to
outages, communication and data flowfailures, interruptions and delays inherent inthe lnternet
and network communications on the Client's own network and systems. Client recognizes that
problems with the lnternet, including equipment, software and network failures, impairments or
congestion, or the configuration of Client's own computer systems and network, may prevent,
interrupt or delay Client's access to PbK. Karpel Solutions is not liable for any delays, interruptions,
suspensions or unavailability of PbK attributable to problems with the lnternet or the configuration
of Client's computer systems or network.
11. PASSWORD PROTECTION. Access to PbK is password-protected. Karpel Solutions provides multiple
AUthCNtiCAtiON AItCTNAtiVCS fOr ACCCSS tO PbK. KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE
OF STRONG PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's use of the
PbK. Only the number of users set forth above may access the Service and Website. Client must
inform their users that they are subject to, and must comply with, all of the terms of this
Agreement. Client is fully responsible for the activities of Client's employees and authorized agents
who access to PbK. Karpel Solutions is not liable for any unauthorized access to pbK and data or
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information contained therein, including without limitation access caused by failure to protect the
login and password information of users.
L2. SYSTEM REQUIREMENTS. Karpel Solutions provides PbK based upon the system requirements as
specified by Karpel Solutions for Client. Karpel Solutions has no liability for any failure of pbK based
upon Client's failure to comply with the system requirements of Karpel Solutions.
13. THIRD PARry SOFTWARE. Karpel Solutions makes no express or implied warranties as to the quality
of thirdpartysoftwareorastoKarpel Solutions'abilitytosupportsuchsoftwareonanon-goingbasis.
L4. LIMITED ENGAGEMENT. Due to the limited nature of Karpel Solutions' engagement by client, Karpel
Solutions makes no express or implied warranties as to the quality of, or the ability of software
developed by Karpel Solutions to operate with, any hardware, network, software, systems and/or
external data flows already in place at client's facilities or as may be added bythe client.
KARPET SOLUTIONS EMPLOYEES
Karpel Solutions has spent substantial sums of money and invested large amounts of time in recruiting,
supervising a nd training Karpel Solutions employees. Client further agrees that it has a unique opportunity
to evaluate Karpel Solutions employees'performance, and has the potential to hire Karpel Solutions
employees, and further agrees that such hiring away would substantially disrupt the essence of Karpel
Solutions' business and abilityto provide its services for others, and as such Karpel Solutions cannot agree
to such a hiring. The Client acknowledges that Karpel Solutions employees work for Karpel Solutions under
a non-competition agreement; therefore, Client agrees it shall not solicit for employment or contract as
an independent contrastor, or otherwise hire or engage a Karpel Solutions employee during the term of
this Agreement or for a period of 2 years after the completion/termination of the project, whichever is
longer.
1..
CONFIDENTIALITY
CoNFIDENTIALITY. Neither party shall disclose or use any confidential or proprietary information of
the other party. The foregoing obligations shall not apply to information which: (i) is or becomes
known publicly through no fault of the receiving party; (ii) is learned by the receiving party from a
third party entitled to disclose it; or (iii) is already known to the receiving party.
2. PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or Karpel
Solutions may use in conjunction with the PbK may be confidential personally identifiable
information of third parties. Karpel Solutions shall use all best efforts to protect the confidentiality
of personally identifiable information of third parties. Karpel Solutions shall have no liability for
disclosure of personally identifiable information caused by Client's own negligence or misconduct.
3. DISCLOSURE REQUIRED BY LAW. ln the event that any confidentialor proprietary information is
required to be disclosed pursuant to any law, code, regulation orcourt orderfrom a courtof
competent jurisdiction, the receiving party shall give the disclosing party immediate written notice
of such requirement and shall use its best efforts to seek or to cooperate with the disclosing party in
seeking a protective order with respect to the confidential information requested.
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SIMILAR PROGRAMS AND MATERIALS. Provided Karpel Solutions does not violate the provisions ofthis section regarding confidentiality, the Agreement shall not preclude Karpel Solutions from
developing for itself, or for others, programs or materials which are similar to those produced as a
result of services provided to Client.
INJUNcTIVE RELIEF. Any breach of the confidentiality provisions of this Section will cause irreparable
harm to the other party. The parties agree that the non-breaching party may enforce the provisions
of this Section by seeking an injunction, specific performance, criminal prosecution or other equitable
relief without prejudice to any other rights and remedies the non-breaching party may have.
MARKETING
Client agrees that Karpel Solutions may identify Client as a customer of Karpel Solutions in Karpel
Solutions'written promotionaland marketing materials, as well as in any oral orvisual presentations
regarding the business of Karpel Solutions.
Provided Karpel Solutions does not violate the provisions of the foregoing section regarding
confidentiality, Karpel Solutions shall have the right to demonstrate for other prospective clients any
application developed by Karpel Solutions under this Agreement and shall have the right to include
information about any such application in marketing materials and presentations.
MISCETLANEOUS
ELEcTRoNIC DocuMENTS. To the extent possible, and under the terms required by Client, Client and
Karpel Solutions may communicate by electronic means, including but not limited to facsimile
documents. Both parties agree that: a signature or an identification code ("USERlD") contained in an
electronic document is legally sufficient to verify the sender's identity and the document's
authenticity; an electronic document that contains a signature or USERID is a signed writing; and that
an electronic document, or any computer printout of it, is an original when maintained in the normal
course of business.
SEVERABILITY' lf any portion of this Agreement is held to be void, invalid or otherwise unenforceable,
in whole or in part, then the remaining portions of the Agreement shall remain in effect. This is the
complete and exclusive statement of the Agreement between the parties which supersedes all
proposals, oral or written, relating to the subject matter of this Agreement.
4.
5.
1.
2.
1
2
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Appendix A
MEMORAN DU M OF UNDERSTANDIT\IG (MOU)
BETWEEN KITTITAS COUNTY AND KARPEL SOTUTIONS
FOR PARTICIPATION IN STATEWIDE DATASHARING
Parties:
l. The parties to this MOU are Karpel Solutions and Prosecution Offices that are willing to
contribute potentially Confidential, Personally ldentifiable, Criminal Justice lnformation
to a Statewide Search system for purposes of information sharing with other prosecution
Offices.
2. The pa rties agree that maxim um pa rticipation by a ll Prosecution Offices will
strengthen the purposes of this MOU. Accordingly, the pa rties anticipate a nd desire
that other etigible offices willjoin this MOU from time to time in the future. A
joining agency shallalso be considered a partyand shall have the same rights,
privileges, obligations, and responsibilitiesastheoriginal parties.
Authoritv
Each pa rticipating Office warra nts that it has the legal a uthority to enter into th is M O U a nd
share Confidential lnformation, Personally ldentifiable lnformation and CriminalJustice
lnformation with each other and with Karpelsolutions for the sole purpose under this MOU
for the del ivery of a Statewide Search function.
Definitions
Confidential lnformation - Means information of either Karpel Solutions or Contributing party
which isdisclosed underthis MOU in oral, written, graphic, machine recognizable, electronic,
sample or any other visually perceptible form by one office to the other, and which is
considered to be proprietary, sensitive, or trade secret by the disclosing party. Confidential
lnformation of Karpel Solutions expressly includes HOSTEDbyKarpel, PROSECUTORbyKarpel,and
StatewideSearch.TheConfidentiallnformation of Contributing Party includes, subject to the
limitation below, Personally ldentifiable lnformation and CriminalJustice lnformation.
Confidential lnformation for purposes of this MOU does not include information with access
restricted to certain users or teams within PROSECUTORbyKaTpeI by the Contributing party.
contributing Party - A Prosecuting Attorney's office that is a party to this MoU.
CriminalJustice Information - Any information collected and retained by each Contributing party
within PROSECUTORbyKaTpeI peland securelycached on HOSTEDbyKarpelfor use byStatewide
Page 24 of 31
DocuSign Envelope lD: 3377D49A-9686{948-8513-80B509S8A234
Search.CriminalJustice lnformation shall be considered Confidential lnformation. Criminal
Justice lnformation includes limited information regarding defendants, co-defendants, court
dates, charges, cases, and law enforcement referrals.
HOSTEDbyKarpel - Application and database delivery platform and website used by
PRoSECUTORbyKarpel to securely cache Confidential lnformation, personally ldentifia ble
lnformation, and CriminalJustte lnformation delivered through the Statewide Search function.
lnformation - lncludes Confidential lnformation, Personally ldentifiable lnformation and
Criminal J ustice lnformation.
Personally ldentifiable lnformation - Means any information that may be used to identifyspecific
persons or individuals, which is collected by each Contributing Party for use in conjunction with
the use of PROSECUTORbyKarpelandStatewideSearchon HOSTEDbyKarpel. personallytdentifiable
lnformation shall be considered Confidential lnformation. Personally ldentifiable lnformation
includes pedigree information used to identify specific persons or individuals and may include but
is not limited to date of birth, social security numbers, addresses, and aliasnames.
PROSECUTORbyKarpel - Means the PROSECUTORbyKaTpeI criminal case management system and
specifically each contributing Party's licensed copy of pRosECUToRbyKarpel.
Statewide Search - Functionality contained in PROSECUTORbyKarpelthat allows each Contributing
Party to query or search defendant information, co-defendant information, court dates charge
and case information of other Contributing parties.
Purpose
The Contributing Parties and Karpelsolutions agreethatcriminal history and case information
currently available through other law enforcement and public portals is inadequate and
sometimes incomplete.
The Contributing Parties and Karpel Solutions agree that the sharing of information between each
Contributing Party will benefit criminaljustice statewide as it will allow for better charging, filing
and case disposition decisions.
The purpose of this Memorandum of Understanding (MOU) is to establish permissions and
guidelines for the use of Personally ldentifiable lnformation, Confidential lnformation, and
CriminalJustice
lnformation data the parties agree to share between each other and Karpel Solutions in
connection with the Statewide Search function inside PROSECUTORbyKaTpeI that is housed in a
secure data base on HOSTEDbyKarpel.
ln addition to the permissions and guidelines the purpose of the Statewide Search function is
multifold:
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DocuSign Envelope lD: 3377D49A-9686-4948-8S13-808S09bSA234
7. Defendant information - Provide a mechanism for each Contributing Party to search
and view basic defendant pedigree information that is contained in each Contributing
Party's installation of PRoSECUTORbyKarpel and that is cached in a secure database on
HOSTEDbyKarpel accessible only from inside pROSECUTORbyKarpel.
2. Charge and Case information - Provide a mechanism for each Contributing party to
search and view defendant charge, referral and basic case information contained in each
Contributing Party's installation of PROSECUTORbyKaTpel and that is cached in a secure
database on HOSTEDbyKarpel that is accessible only from inside PROSECUTORbyKarpel.
3. Co-Defendant information - Provide a mechanism for each Contributing party to search and
view co-defendant information and associations that are contained in each Contributing
Party's installation of PROSECUTORbyKaTpeI and that is cached in a secure database on
HosrEDbyKarpel that is accessible only from inside pRosECUToRbyKarpel.
4. Court Dates - provide a mechanism for each Contributing Partyto search and view court
date information for cases that are contained in each Contributing Party's installation of
PROSECUTORbyKa rpeland that is cached in a secure database on HOSTE DbyKa rpelthat is
accessible only from inside pROSECUTORbyKarpel.
Ownership, Entrv and Maintenance of !nformation
1" Each Contributing Party retains sole ownership of, exclusive control over, and sole
responsibility over all the information it contributes through Statewide Search including
Confidential lnformation, Personally ldentifiable lnformation and CriminalJustice
lnformation, and may at any time update, correct or delete any information contained in
PROSECUTORbyKarpel. Any changes made to lnformation in PROSECUTORbyKaTpeI by the
Contributing Party will be reflected in the lnformation shared through Statewide Search.
lnformation shared through Statewide Search cannot be altered by the Contributing party
independent of PROSECUTORbyKarpel. All entries into Statewide Search are clearly
delineated to identify the jurisdiction or Contributing party.
2' Each Contributing Party has the sole responsibility and accountability for ensuring the
information it enters into PROSECUTORbyKaTpeI and subsequently shared through
statewide search was not obtained in violation of any federal, state, local or tribal law
applicable to the Contributing party.
3' Each Contributing Party has the sole responsibility and accountability for ensuring
compliance with all applicable laws, regulations, policies and procedures applicable to the
Page 26 of 31
DocuSign Envelope lD; 3377D494-9686-4948-8S13-80850958A234
party's entry of information in PROSECUTORbyKarpelthat is subsequently shared through
Statewide Search and cached by Karpelsolutions on HOSTEDbyKarpel.
4' As information entered into PROSECUTORbyKarpeland subsequently shared through
Statewide Search is separately maintained by each Contributing Party in their separate
installation of PROSECUTORbyKarpel, and for which each Contributing party is solely
responsible and accountable. lnformation is not alterable or changeable on in the Statewide
Search database in any way by any other Contributing party.
5. Statewide Search is only populated with loaned information derived from each
Contributing Party and is not intended to be an official repository of original records, or to
be used as a substitute for one, nor is the information contained in Statewide Search
accorded any independent record status. Statewide Search is merely an application to
facilitate the sharing of copies of the information outlined above that is contributed from
already existing records contained in each Contributing Party's installation of
PROSECUTORbyKarpel.
6. Each Contributing Party agrees to treat information shared through Statewide Search,
including Confidential lnformation, Personally ldentifiable lnformation, and Criminal
Justice lnformation as confidential to the extent as authorized by law, including the
Freedom of lnformation Act, 5.U.S.C. $ 552, the privacy Act, 5 U.S.C. S 552a, and STATE
SUNSHINE LAWS.
Page27 of 3t
DocuSign Envelope lD: 3377D494-96864948-8513-80850958A234
Access to and Use of lnformation
1'. Each Contributing Party will contribute Confidential lnformation, Personally ldentifiable
lnformation, and Criminal J ustice lnformation automatically through
PROSECUTORbyKarpel. Each Contributing party agrees and permits other Contributing
Parties to access and use through the Statewide Search function such Confidential
lnformation, Personally ldentifiable lnformation, and Criminal Justice lnformation.
2. Each Contributing Party will have access via PROSECUTORbyKarpelthrough the Statewide
Search function to lnformation securely cached on HOSTEDbyKarpel for use by Statewide
Search.
3. Each contributing Party agrees and understands that cases, persons, and other
lnformation that is given an authorization level by each Contributing Party within
PROSECUTORbyKaTpeI is not subject to dissemination to other Contributing Parties
through Statewide Search. Such cases, persons and lnformation that are assigned specific
users orteams (authorizations)through PROSECUTORbyKaTpeI authorization levels are
excluded in Statewide Search results.
4. Prosecution Offices that are not Contributing Parties are not eligible to use Statewide
Search function through PROSECUTORbyKaTpeI and will not have direct access to
Statewide Search within PROSECUTORbyKarpel.
5' Each Contributing Party is responsible for providing lnternet connectivity to use
Statewide Search.
6. KarpelSolutions is responsible for securely caching lnformation for use by the Statewide
Search function. Karpel Solutions houses lnformation within a secured datacenter that is
CJIS compliant and SAS70 audited. Multiple levels of security are in place to access the
physical systems along with multiple levels of authentication. All systems are backed up
and a copy of those backups is kept in two different locations. Additionally, an outside
third-party security audit is performed annually, testing both the network and
application layers.
7. Karpel Solutions is responsible for providing a secure method of delivery of the
lnformation that is requested through Statewide Search. Karpelsolutions accomplishes
this by providing the information in an encrypted stream through SSL (Secure Sockets
Layer) that is only accessible by Contributing Parties with the necessary GUID (Globally
Unique ldentifier) to access such lnformation.
Page 28 of 31
DocuSign Envelope lD: 3377D49A-9686-4948-8513-808S09S8A234
8. Each Contrib uting Pa rty has the sole responsibility and accountability for ensuring that
the use of the Statewide Search function conforms with laws, regulations, policies
and procedures applicable to the Contributing party.
9. All Contributing Parties and Karpel Solutions agree that any information that is accessed
through Statewide Sea rch may only be disseminated only in the furtherance of a legitimate
law enforcement investigation or criminal prosecution.
L0. KarpelSolutionsisallowedtouseStatewideSearchfordemonstrationpurposesshowing
only fictitious I nformation.
Effective Date. Duration. Modification and Termination
t. As among the Contributing Parties and Karpel Solutions, this MOU shall become effective
when authorized representatives of each Contributing party signs it.
2. This MOU shall remain in force for each Contributing Party as long as they continue to
use PROSECUTORbyKarpel.
3' This MOU may be modified or altered upon the mutual written consent of the duly authorized
representatives of each Contributing Party and Karpel Solutions. However, Karpel Solutions
and the Contributing Parties may modify, address, and resolve technical and operational
details with regards to the functionality of Statewide Search and pROSECUTORbyKarpel that
relate to this MoU provided that such does not conflict with this MoU.
4. This MOU may be terminated at any time by the mutual written agreement of the
authorized representativesof alltheparties.Adulyauthorized representative of a
Contributing Party may also terminate participation in the MOU upon thirty (30) day
written notice to all other parties. Karpel Solutions may terminate the provision of
Statewide Search to the Contributing Parties upon thirty (30) day written notice to all the
Contributing Parties. A Contributing Party's participation may also be terminated
involuntarily if not in compliance with the terms of this MOU.
5. Upon termination of this MOU, Karpel Solutions agrees to return or destroy all data that
is cached on HosrEDbyKarpel for use by the statewide search function.
Page 29 of 31
DocuSign Envelope lD: 3377D49A-9686-4948-9S13-80800958A234
sO AGREED, the parties below have executed this MoU bythe signatures of the authorized
re presentative of the co ntri buting Pa rty on the dates i ndicated below.
Kittitas County, Washingto n KarpelSolutions
byr
firtalt AuuiatvsLr
Signature
G zempel rqatt ziemianski
Printed Name Printed Name
cEo
Title Title
February t5, 2022 | 1:30 pM CST February 12, 2022 I 6:57 AM psT
Date Date
Page 30 of 31
DocuSign Envelope lD: 3377D494-96864948-85.13-8OBSOS5BA234
Statewide Data Sharing portal Details
When PROSECUTORbyKaTpeI recognizes identical Persons in the Statewide Data Sharing portal, the
Statewide button will automatically turn blue. Selecting the Statewide button will show the data in theportal as seen below.
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Page 31 of 31