HomeMy WebLinkAboutKarpel Solutions PAO Software JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley, County Administrator
DATE: December 11, 2023
SUBJECT: Karpel Contract—PROSECUTORbyKarpel Project Management Software for the
Prosecuting Attorney's Office(PAO)
STATEMENT OF ISSUE:
The Board of County Commissioners approved the PAO's 2023 third quarter supplemental budget request
for the purchase of PROSECUTORbyKarpel Project Management Software' for the PAO. In the 2024-
2026 Biennial Budget,the Board of County Commissioners also approved annual funding for services to
support the software. The PAO is now requesting approval of the contract to implement installation,
training, and the annual services for the PROSECUTORbyKarpel Project Management Software,
ANALYSIS•
According to Karpel's website:
PROSECUTORbyKarpel is an industry-leading criminal case management platform that is
utilized by some of the largest, as well as some of the smallest, prosecuting and district attorney
offices throughout the United States. Karpel has worked with America's judicial system for over
30 years, and has streamlined over 600 prosecutor offices, improving their efficiency and
providing their teams with invaluable advantages.
https://www.prosecutorbykgoel.com/why-kgoel/, Accessed on December 6, 2023. The PAO expects
this software to improve the efficiency of the PAO. A number of other Washington Counties use this
software successfully. The funds for the software and annual services already have been approved by the
Board of County Commissioners.
FISCAL IMPACT:
$75,200 for installation and training and $10,775 for annual support, for a total of$85,975.
RECOMMENDATION•
That the Board of County Commissioners approve the attached contract.
1 hiips://www.prosecutorbyknel.com/,Accessed December 6,2023.
1
REVIEWED BY:
Mark McCaule , ounty Administrator Date
2
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Karpel Computer Systems Inc. Contract No: PAO-2023-12-01
Contract For: PROSECUTORbyKarpel@&HOSTEDbyKarpel,@ Term: 2 Years
COUNTY DEPARTMENT: Prosecuting Attorney's Office
Contact Person: Philip Hunsucker
Contact Phone: 360-385-9219
Contact email: phunsucker@co.jefferson.wa us
ANIOUNT: $85,975 PROCESS:
Exempt from Bid Process
Revenue: $o Cooperative Purchase
Expenditure: $85,975 Competitive Sealed Bid
Matching Funds Required: $o Small Works Roster
Sources(s) of Matching Funds N/A Vendor List Bid
Fund# RFP or RFQ
Munis Org/Obj Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.081)AND CHAPTER 42.23 RCW.
CERTIFIED: ❑ N/A: ■❑ C ,�"''�'-- December 6, 2023
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: ❑ N/A: a t,J C December 6, 2023
Signature Date
STEP 3: RISK MANAGEMENT REVIEW' (will be added electronically through Laserriche):
Electronically approved by Risk Management on 12/7/2023.
STEP 4: PROSECUTING ATTORNEY REVIEW'(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 12/7/2023.
Hunsucker negotiated agreement with Karpel. Got the best language
possible. Approval of the contract determines "go live" date, which is now
June 2024. We have plenty of time to coordinate with IT.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
I
alPEL
LUTIONS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
JEFFERSON COUNTY PROSECUTING ATTORNEY'S OFFICE
JEFFERSON COUNTY, WASHINGTON
CONTRACT FOR
PROSECUTORbyKarpel® & HOSTEDbyKarpel®
TABLE OF CONTENTS
1. DEFINITIONS.........................................................................................................3
2. SCOPE OF WORK..................................................................................................4
3. OTHER WORK.......................................................................................................7
4. CLIENT RESPONSIBILITIES&OBLIGATIONS..........................................................7
5. INVESTMENT SUMMARY AND PRICING...............................................................9
5.1 Payment Terms......................................................................................11
6. ANNUAL SUPPORT.............................................................................................12
6.1 TECHNICAL SUPPORT FEES.....................................................................12
6.2 SERVICE LEVEL COMMITMENT...............................................................14
7. OWNERSHIP OF INTELLECTUAL PROPERTY........................................................15
8. LICENSE TERMS AND USE...................................................................................15
9. WARRANTY.........................................................................................................17
10. LIMITATION OF LIABILITY...................................................................................18
11. TERMINATION....................................................................................................19
12. NON-SOLICITATION AND CONFIDENTIALITY OBLIGATIONS...............................20
13. REQUIRED INSURANCE.......................................................................................21
14. MUTUAL INDEMNITY.........................................................................................22
15. MISCELLANEOUS................................................................................................22
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This Agreement for Licensing, Installation and Support Services for PROSECUTORbyKarpel® &
HOSTEDbyKarpel,® (hereinafter "this Agreement") is between Karpel Computer Systems Inc., a Missouri
corporation, doing business as Karpel Solutions (hereinafter referred to as "Karpel" or "Karpel
Solutions") and Jefferson County, Washington, including the Jefferson County Prosecuting Attorney's
Office (hereinafter referred to as "Client") is hereby entered into between the parties with respect to
one or more of Karpel Solutions' copyrighted software program(s) known as PROSECUTORbyKarpel®
and/or HOSTEDbyKarpel® (hereinafter referred to as "the Software Program(s)") and is effective on the
date that the last party signs this Agreement (hereinafter"the effective date").
1. DEFINITIONS
1. "Confidential Information" means information of either Karpel Solutions or Client which is
disclosed under this Agreement in oral, written, graphic, machine recognizable, electronic,
sample or any other form by one of us to the other, and which is considered to be proprietary or
trade secret by the disclosing party. Confidential Information of Karpel Solutions expressly
includes, without limitation, the Software Program(s) and Documentation. The Confidential
Information of Client includes, without limitation, Personally Identifiable Information and Client
Content. Confidential Information shall not include information which the party receiving the
information can demonstrate: (i) was in the possession of or known by it without an obligation
of confidentiality prior to receipt of the information, (ii) is or becomes general public knowledge
through no act or fault of the party receiving the information, (iii) is or becomes lawfully
available to the receiving party from a third party without an obligation of confidentiality, (iv) is
independently developed by the receiving party without the use of any Confidential Information
or, (e) is required to be produced by Client under the Washington Public Records Act, Chapter
42.56 RCW,considering the exemption contained in RCW 42.56.270.
2. "Client Content" means all data, information, documents, and files Client uploads or inputs into
the Software Program(s), including,without limitation, Personally Identifiable Information.
3. "Enhancements" means any specific configurations or customizations to the Software
Program(s),which Client may request, and Karpel Solutions agrees in writing to provide.
4. "Documentation" means any operating instructions, specifications and other documentation
related to the operation, description and function of the Software Program(s) provided by
Karpel Solutions whether supplied in paper or electronic form.
5. "Intellectual Property" (IP) means any patents, patent applications, copyrights, mask works,
trademarks, service marks, trade names, domain names, inventions, improvements (whether
patentable or not), trade secrets, Confidential Information, moral rights, and any other
intellectual property rights provided by applicable law.
6. "Hosted" or "Hosting" means the act of providing service and access to Client Content by the
Internet.
7. "Personally Identifiable Information" (PII) means any information that may be used to identify
specific persons or individuals, which is collected by either Karpel Solutions or Client for use in
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conjunction with the use of the Software Program(s). Personally Identifiable Information shall be
considered Confidential Information.
8. "Software Program(s)" means the PROSECUTORbyKarpel® case management systems and/or
the HOSTEDbyKarpel® system, as the case may be, and specifically Client's licensed copies of the
Software Program(s).
9. "Services" means the services provided by Karpel Solutions in connection with the Software
Program(s).
10. "Service Level Requirements" means the technical service levels Karpel Solutions shall meet for
Services as set forth below in for the delivery of the Services.
11. "Software" means Client's licensed copies of the Software Program(s), and includes any and all
updates, enhancements, underlying technology or content, interfaces, other Enhancements and
any Documentation as may be provided Client by Karpel Solutions.
2. SCOPE OF WORK
Karpel Solutions will perform all work in accordance with the descriptions, scopes and specifications
hereafter described.
PROSECUTORbyKarpel Implementation Timeline
Deadline Tasks and deliverables Days out
Project Pre-Implementation Meeting is scheduled. Server Connection Credentials to the 120
Client server are given to Karpel to begin the data extraction (if applicable).The Client
Project Manager will notify local IT support for remote access credentials and coordinate
with local agency IT to provide Karpel with legacy data if a remote extraction is not
possible.
Assigned Resources:Karpel Project Manager.Client Project Manager.
Server&PC assessment completed and any necessary hardware or software ordered to 100
meet PBK Installation Prerequisites.
Assigned resources:Client Project Manager and IT.
Pre-implementation meeting with Client Project Manager and System Administrators. 90
Project Team is selected including Karpel Staff and Client System Administrators. (One
Client System Administrator must be a Policy Setting Attorney).This meeting will begin
with application overview, legacy data application analysis,reports,and interface
definitions of current existing interfaces. PbK Pre-load configuration is explained,and initial
Document Templates are received. Workflow pre-configuration is conducted. Review of
timeline to meet scheduled "go live"date.
Assigned Resources:Karpel Project Manager.Client Project Manager and system
administrators.
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Teleconference status meeting with Karpel and Client Project Manager to review progress 80
on hardware/software assessments,finalize pre-implementation meeting timeline
agreement.
Assigned resources:Karpel Project Manager,Client Project Manager and system
administrators.
First Data Conversion Webinar-Data is reviewed on Karpel servers along with the PbK Pre- 60
load worksheets. Client document templates are received. Data validation spreadsheets
will be explained,and data validation will begin.System Administrator training begins.
Workflow pre-configuration is conducted.Client's existing interfaces are reviewed and
analyzed to define testing procedures. (*at this point,data conversions will be repeated as
many times as deemed as necessary over the next 60 days to correct data conversion
anomalies reported in the data validation spreadsheets.)Review of timeline to meet
scheduled"go live"date.
Assigned resources:Karpel Project Manage and data migration specialist. Client Project
Manger,system administrators,and selected data validation users.
Teleconference status meeting with Karpel and Client Project Manager will occur to review 45
progress and answer additional questions regarding pre-load spreadsheet.
Assigned resources:Karpel Project Manager,Client Project Manager/system
administrators.
Karpel Support installation and application testing on each workstation should begin at this 45
time.Karpel Solutions or local IT support will schedule workstation application testing and
follow Karpel testing procedures to thoroughly test browser functionality,document
generation,Outlook Calendaring and email on each workstation.
Assigned resources:Karpel Project Manager and Karpel Support Technicians.Client
Project Manager and IT.
Online document template conversion review-Client will review converted templates for 40
accuracy and report any inaccuracies to Karpel over the next two weeks.
Assigned resources:Karpel Project Manager and document conversion specialist. Client
Project Manager and system administrators.
Client project manager will provide Karpel with any additional legacy data,additional 35
legacy documents,fully complete PbK pre-load spreadsheet and completed data validation
spreadsheets from the first data conversion. The Client Project Manager will notify agency
IT support to coordinate the legacy data upload for final conversion with Karpel.
Assigned resources: Karpel Project Manager and data migration specialist.Client Project
Manager and IT.
Training Schedule is completed with assignment of all office staff to specific training 35
sessions.The Policy Setting Attorney must attend the initial Configuration,Case Initiation
and Event Entry sessions at a minimum.Training room and equipment are verified.
Assigned resources: Karpel Project Manage. Client Project Manager and system
administrators
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Mock Go-Live,Data Conversion Review,System Administrator Training and Final system 30
waikthrough-Karpel will train the System Administrators exactly as the staff will be trained
upon go-live.The preliminary data conversion on the Client's pre-production site will be
used for this training including completed document templates and workflow
configuration. Client will re-validate the accuracy of Defendants,Co-Defendants,Cases,
Court Dates,Events, Dispositions,and Financials.Application testing will continue.Client
project manager will report all inaccuracies to Karpel. Begin final testing of all application
interfaces if applicable.(at this point data conversion will repeated as deemed necessary
by our data conversion experts to correct data conversion anomalies reported in the data
validation spreadsheets).
Assigned Resources:Karpel Project Manager and assistant trainer.Client Project
Manager,system administrators,and selected data validation users.
Teleconference status meeting with Karpel and Client Project Manager to review current 21
data validations and acceptance testing. Review of timeline to meet scheduled"go live"
date.
Assigned resources:Karpel Project Manager.Client Project Manager and system
administrators.
Complete installation and testing of all workstations by Karpel Solutions or local IT support. 14
Assigned resources:Karpel Project Manager. Client Project manager and IT.
Final teleconference status meeting with Karpel and Client Project Manager to verify final 7
data accuracy and training area is prepared for scheduled training.
Assigned resources: Karpel Project Manager.Client Project Manager and system
administrators.
Final legacy data received by Karpel. 3
Assigned resources:Karpel Project Manager and data migration specialist.Client Project
Manager and IT.
Final Data Conversion is loaded. Karpel trainers arrive at the training room.Final Go Live
June 10,2024 configuration of PbK is reviewed with all system administrators present. User training
begins.Client begins using PbK in a live state.
(hereinafter referred to as "the Project Scope/Timeline").
The above Go Live date will no longer be valid if Client fails to sign this contract within 30 days of
receipt. The Project Scope/Timeline may be modified as mutually agreed upon by Client and Karpel
Solutions. Changes to the Project Scope/Timeline after execution of this Agreement may result in an
additional fee as set forth below in "Investment Summary and Pricing".
Karpel Solutions will use its best efforts to convert existing Microsoft Word', Microsoft Works' and
Corel WordPerfect® documents provided by Client up to the time of training as outlined in the Project
Scope/Timeline listed above into a format that can be utilized by the Software Program(s). However,
Karpel Solutions does not support, nor will Karpel Solutions convert customized macros, auto-text files
or other custom programming items not a part of the ordinary functionality of Microsoft Word®,
Microsoft Works® and/or Corel WordPerfect®
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3. OTHER WORK
Any additional work requirements outside the scope of this Agreement must be presented in the form
of a written change order and must be approved by Client prior to start of such work. No additional
charges will be incurred without prior written approval from Client.
4. CLIENT RESPONSIBILITIES & OBLIGATIONS
In order for the project to be completed on time and on budget, Client shall provide at a minimum:
1. Access to Client facilities while onsite, as deemed necessary by the Karpel Solutions project
manager.
2. Access to systems and equipment as required by Karpel Solutions including:
a. The Software Program(s) application access using Karpel Solutions laptops and Client's
network for training and application testing.
b. Installation of the Karpel Solutions remote support tool on all desktops accessing the
Software Program(s) applications. Failure of Client to provide access to enable support
tool constitutes a material breach of this Agreement and may result in termination of
this Agreement.
c. Physical or remote access to all of Client's applicable workstations so that Karpel
Solutions can visually verify and test the setup of each workstation prior to mock go-live.
3. Access to Client data and document templates (if applicable) that will be provided by Client if
such data is to be converted and populated by Karpel Solutions into the Software Program(s).
a. Legacy data (i.e., any data from Client's current system which is being replaced under
this Agreement) must be provided to Karpel Solutions as soon as possible but not later
than 120 days before the above go live date. Additional data sources provided after this
date will not be converted unless mutually agreed in writing otherwise. Legacy data
that is provided by Client for data conversion from the legacy system into the Software
Program(s)will be destroyed 30 days after Client's Go Live date. As the originator of the
legacy data, it will be Client's responsibility to retain legacy data more than 30 days after
Go Live if so desired by Client.
b. Document templates and a signed Document Template Formatting Agreement must be
provided to Karpel Solutions as soon as possible but no later than 90 days before the
above go live date. Document templates provided after this date will not be converted
unless mutually agreed in writing otherwise.
An authorized attorney with decision making authority to assist in the definition of any project
unknowns.
4. Appointed decision maker must be present during the following activities:
a. Project kickoff
b. Establishment of timeline
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C. Workflow meetings
d. Interface definition meetings and signoff
e. Charge language review and approval
f. Document template review and signoff
g. Data conversion review and signoff
S. Sufficient time for all data conversion reviews, if applicable,will include a minimum of:
a. Verification and review of ten (10) cases per year for each Client department of any
legacy system(s)data during each review.
b. Client is responsible for validating their data and code table set up during the project.
Validating data is key to a successful implementation. If issues arise with converted data
after go-live, Karpel Solutions will determine if a fix is possible, and an additional fee may be
required for the work required to fix the issue.
6. PASSWORD PROTECTION AND USER REQUIREMENTS. Access to the Software Program(s) is
password-protected. Karpel Solutions provides multiple authentication alternatives for access to
the Software Program(s). KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE OF STRONG
PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's use of the
Software Program(s). Only the number of users set forth in the Investment Summary may access
the Software Program(s). Client must inform their users that they are subject to, and must
comply with, all of the terms of this Agreement. Client is fully responsible for the activities of
Client's employees and agents who access the Software Program(s). Client agrees that Karpel
Solutions is not liable for, and Client agrees to hold Karpel Solutions harmless for, any
unauthorized access to the Software Program(s), including without limitation, access caused by
data destruction and/or failure to protect the login and password information of users.
7. RESTRICTIONS ON USE. Client agrees to conduct all activities on the Software Program(s) in
accordance with all applicable laws and regulations. Access to the Software Program(s) must be
solely for Client's own internal use. Client may not (and may not allow any third party to) (i)
alter, modify, decompile, mirror, translate, disassemble or otherwise reverse engineer any part
of the Software Program(s), source code, algorithms, or underlying ideas of the Software
Program(s); (ii) add to, remove from, or otherwise modify the Software Program(s), interfaces,
and/or data without the express written consent of Karpel Solutions; (iii) provide, lease, lend,
subcontract, sublicense, or re-publish for service bureau or hosting purposes any or all of the
Software Program(s); (iv) reproduce, modify, copy, distribute, publish, display or create
derivative works of any or all of the Software Program(s) or (v) alter, remove, or obscure any
copyright, trademark or other proprietary notices or confidentiality legends on or in the
Software Program(s).
8. SUSPENSION OF ACCESS. Karpel Solutions reserves the right to immediately suspend access to
Software Program(s) without notice and at any time: (i) if Karpel Solutions suspects or has
reason to suspect a security or data breach; (ii) if suspension is necessary to protect Karpel
Solutions' rights, Client's rights or the rights of a third party; (iii) if Client misuses the Software
Program(s); (iv) if Client fails to make any payments as required under this Agreement; and/or
(v) if Client otherwise violates this Agreement. Karpel Solutions will provide notice to Client
upon suspension of the Software Program(s).
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5. INVESTMENT SUMMARY AND PRICING
Karpel Solutions will perform its Services in exchange for payment as set forth below.
Software Products/Licensing Qty. Price Total
PROS ECUTORbyKarpel 13 $2,250 $29,250
External Agency Portal 1 $10,000 $10,000
Total Software $39,250
Installation Services Qty. Price Total
PROSECUTORbyKarpel Installation and Configuration 1 $1,000 $1,000
Data Preload 1 $2,500 $2,500
Client Support Tool,Scanning Tool and System
Compatibility Check(per computer) 13 $50 $650
Total Installation Services $4,150
Professional Services Qty. Price Total
Project Management No Additional Cost
Pre-Implementation Services (hours, remote) 8 $150 $1,200
Data Conversion: Microsoft Access 1 $10,000 $10,000
Mock Go-Live and System Administrator Training(30
days prior to go-live, hours, remote) 4 $150 $600
Document Template Setup,Training and Conversion of
Up To 100 Document(max of 50 Civil)Templates 1 $2,500 $2,500
Total Professional Services $14,300
Training Services Qty. Price Total
Onsite Go-Live Training(days) 5 $2,400 2 resources $12,000
Total Training Services $12,000
Customization Services Qty. Price Total
Interface: OPTIONAL 0 $0
Total Customization Services $0
Estimated Travel Expenses $5,500
Total One-Time Costs (NOT TO EXCEED) $75,200
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Annual Support Services Qty. Price Total
PROS ECUTORbyKarpel 13 $450 $5,850
External Agency Portal 1 $2,000 $2,000
Hosted Services(per user/year) 13 $100 $1,300
Unlimited eDiscovery 1 $1,625 $1,625
Total Annual Support Services $10,775
Optional Items Price
JasperSoft Reporting Module $1,000
JasperSoft Reporting Module Annual Support $5,000
JasperSoft Reporting Module Training(minimum) $600
Custom Reports (per report) $1,000
Document Template Conversion After 100 Documents(per document)
Criminal document templates $25
Civil document templates $50
Additional Storage After Included 2TB (per terabyte, per year) $500
Additional Storage After Included 2TB (per 100 terabytes, per year) $32,000
This pricing is based upon the following terms and conditions:
1. Interfaces must conform to the appropriate Software Program(s) Information Exchange Package
Documentation (IEPD)for that interface. Interfaces that do not conform to the appropriate IEPD
(i.e., require a new schema to be designed or database modification) will require Karpel
Solutions and Client review before approval of both design and potential additional
development and maintenance costs.
2. All phase one(1) interfaces must have an IRF(Interface Request Form)completed and signed off
by all parties within 30 days of the project kick-off meeting. If not completed within this time
frame,the interfaces will be automatically moved into phase two(2).
PLEASE NOTE: THERE MAY BE ADDITIONAL COSTS FROM THE OTHER VENDOR(S), WHICH ARE
NOT INCLUDED WITHIN THE ABOVE PRICING FOR THIS CONTRACT, AND WHICH WILL BE
BILLED SEPARATELY BY THE OTHER VENDOR(S). CLIENT SHALL BE SOLELY RESPONSIBLE FOR
THESE SEPARATE COSTS.
3. Interfaces not currently in production will be considered as "Phase 2" and implemented post-go
live.
4. The above costs do not include additional hardware, Microsoft licenses, or networking services
which may be necessary to properly and legally operate the Software Program(s). Such
expenses are solely Client's responsibility.
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5. Changes to the Project Scope/Timeline will impact and affect other work of Karpel Solutions and
other clients and will result in an increased financial burden to Karpel Solutions which may be
difficult to ascertain or estimate. Accordingly, any changes to the Project Scope/Timeline after
execution of this Agreement may result in an additional fee in the amount of 10% of the total
cost for the project to account for the additional time and expenses that will be incurred by
Karpel Solutions in order to accommodate any such changes. In addition, travel expenses as
outlined in the Investment Summary will no longer be applicable, and any such expenses will be
charged to Client at the actual cost incurred by Karpel Solutions.
6. Karpel Solutions will honor pricing proposals for Optional Services for up to 90 days of execution
of this Agreement. Upon the request of Client to provide an Optional Service, an official notice
to begin the service must be received from Client before the Optional Services will be provided
by Karpel Solutions. This is to ensure there are no misunderstandings between Client and Karpel
Solutions as to the provision of Optional Services.
7. The aggregate document/file storage space included with the stated hosted service fee is two
terabytes (2TB) of storage per instance of the Software Program(s). If Client's storage exceeds
2TB in any instance, any additional storage above 2TB will automatically be added to Client's bill
at the rate(s) set forth in the Investment Summary. Client hereby consents to this additional
charge in advance and waives any requirement for additional notice regarding the same.
8. Statewide service is a free service provided to all PROSECUTORbyKarpel clients. To enroll in and
activate this additional service, the Memorandum Of Understanding at Appendix A must be
separately signed by Client.
9. Client agrees to pay Karpel Solutions for any materials purchased for Client's use. Materials may
include computer hardware, software, hosting, facility leases, other services,
telecommunications charges, freight, shipping, mailing, document reproduction and any other
such costs incurred in performance of services for Client. Client will reimburse Karpel Solutions
for all out-of-town travel expenses, such as automobile/airline travel, hotel, meals, and ground
transportation.
10. As with any project, all prices herein are subject to change as new information arises that will
alter or impact the project or as workload for the project increases. Karpel Solutions will seek
written approval from Client if additional work becomes necessary to make requested changes
during the project.
11. Upon termination of this Agreement, whether by Client, Karpel Solutions, or mutual agreement
of the parties, Client agrees to pay to Karpel Solutions a data collection fee in the amount of
$1,000 to compensate Karpel Solutions for its time and services required in connection with the
return of Client Content and Confidential Information upon termination of this Agreement.
5.1 Payment Terms
50% of the price for the Software Program(s) User Licenses is due and must be paid with 30-days of
execution of this Agreement by Client, with the remaining amount, including first year annual fees,
due and payable within thirty (30) days of completion of implementation of the Software Program(s)
and initial training provided to Client by Karpel Solutions. The Software Program(s) User License
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deposit is non-refundable, including, but not limited to, in the event that this Agreement is later
terminated by Client for any reason.
Annual fees for the Agreement will begin upon Client's go-live month and will be due and payable
on the first of the month each year thereafter, unless Karpel Solutions or Client gives notice as set
forth herein of intent not to renew or otherwise terminates this Agreement as set forth in
"Termination" below.
TERM. This Agreement shall be for a term of one (1) year and shall automatically renew for
subsequent one (1) year terms, unless either Karpel Solutions or Client gives notice to the other
party at least thirty (30) days prior to the expiration of the then-current term of Karpel Solutions or
Client's intent not to renew. Prior to the expiration of the term, Karpel Solutions will send Client a
renewal invoice, which must be paid in full within thirty (30) days from the date of the invoice.
Pricing for subsequent annual terms is subject to change at the sole discretion of Karpel Solutions
but not to exceed 5%for the PROSECUTORbyKarpel Annual Support Service,though Karpel Solutions
will provide Client with at least ninety (90) days' notice of any pricing change prior to the renewal
date.
SUSPENSION OR TERMINATION OF SERVICES FOR NON-PAYMENT. In the event that Client fails to
pay any amounts due and such non-payment continues for a period of ninety (90) days, Karpel
Solutions may suspend Services hereunder until full payment is received and/or may terminate this
Agreement for non-payment, in addition to, and without limitation to, exercising any other rights or
remedies which may exist under the law.
INTEREST AND LATE FEES. Past due accounts will be charged interest on a monthly basis, calculated
at one and one-half percent(1.5%) per month of the unpaid balance or the maximum rate allowable
by law. Client agrees to pay any and all costs of collection incurred by Karpel Solutions, including,
but not limited to, any attorneys' fees incurred by Karpel Solutions, with respect to any past due
balance(s)on Client's account.
6. ANNUAL SUPPORT
6.1 TECHNICAL SUPPORT FEES
Client understands that technical support fees will be required annually, in order to receive software
updates and technical support. The support period shall begin from the date of go-live as part of the
initial first year costs. Client may elect to purchase subsequent annual support, on a yearly basis at a
fixed cost, and billed annually, separate and apart from any license fees required by this Agreement.
The option to purchase annual support is solely at Client's discretion. Client's license to use the
Software Program(s) is not dependent upon Client purchasing annual support; however, if Client
discontinues annual support, Client will not be provided with updated versions of the Software
Program(s), unless the updates are purchased by Client. Provided Client's computers, network and
systems meet recommended specifications set by Karpel Solutions and Client has purchased and is
current with annual support payments, Karpel Solutions will provide updated versions of the
Software Program(s) as they become available during the terms of this Agreement. If Client elects
to renew the annual support service, Karpel Solutions has the right to increase current pricing for
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annual support at the time of renewal, provided that notice of the increased pricing is provided to
Client prior to the effective date of the renewal of the annual support service.
6.1.1 SUPPORT PROVIDED
Karpel Solutions will provide support (e.g., software updates, general program enhancements and
technical support) for all Software Program(s) provided, including ongoing unlimited telephone
technical support problem determination and resolution.
6.1.2 HOURS OF OPERATION
Karpel Solutions will provide technical support Monday through Friday, between the hours of 7:00
a.m. and 9:00 p.m. Central time,via a toll-free telephone number provided.After-hours support is
available as well via the same toll-free number which will reach the on-call support group.
6.1.3 INCLUDED SUPPORT
Support services include the detection and correction of errors in the Software Program(s) and the
implementation of all of the Software Program(s) changes, updates, and upgrades. Karpel
Solutions shall respond to the inquiries regarding the use and functionality of the solution as
issues are encountered by Authorized Users.Support to users will be provided through the remote
support tool installed on the end user's computer. This tool was installed at the time of go-live,
allowing Karpel Solutions to provide the needed support to meet the service level agreement.
6.1.4 RESPONSE TIMES
Karpel Solutions will be responsive and timely to technical support calls/inquires made by Client.
Client will first make support inquires through their qualified system administrators to assure the
policies and business practices of Client are enforced prior to contacting Karpel Solutions. The
timeliness of the response is dependent upon the severity of the issue/support problem, as
defined below:
The severity*of the issue/support problem shall determine the average problem resolution
response time as follows:
*If the remote support tool is not installed or available with respect to a reported issue,Karpel Solutions will not
provide technical support for any such reported issues.
Severity Level 1 shall be defined as urgent situations, when Client's production system is down
and Client is unable to use the Software Program(s), Karpel Solutions' technical support staff
shall accept Client's call for assistance at the time Client places the initial call; however, if such
staff is not immediately available, Karpel Solutions shall return Client'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 Client.
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Severity Level 2 shall be defined as critical Software Program(s) system component(s) that have
significant outages and/or failure precluding successful operation, and possibly endangering the
customer's environment. The Software Program(s) may operate but are severely restricted.
Karpel Solutions' technical support staff shall accept Client's call for assistance at the time Client
places the initial call; however, if such staff is not immediately available, Karpel Solutions shall
return 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 Client.
Severity Level 3 shall be defined as a minor problem that exists with the Software Program(s),
but the majority of the functions are still usable and some circumvention may be required to
provide service. Karpel Solutions' technical support staff shall accept Client's call for assistance
at the time Client places the initial call; however, if such staff is not immediately available,
Karpel Solutions shall return 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 Program(s), unless otherwise authorized in writing by
Client.
General Assistance: For general Software Program(s) support/helpdesk calls not covered by the
above severity level descriptions, Karpel Solutions' technical support staff shall accept Client's
call for assistance at the time Client places the initial call; however, if such staff is not
immediately available, Karpel Solutions shall return Client's call on average no later than the
next business day.
6.2 SERVICE LEVEL COMMITMENT
a. UPTIME: Karpel Solutions is committed to providing the Software Program(s) in a consistent
and reliable manner. Karpel Solutions will provide the Software Program(s) to Client with a
stated minimum uptime of 99.5%to Client.
b. SCHEDULED MAINTENANCE: Karpel Solutions periodically performs scheduled maintenance
Including, but not limited to, outline, preventative or emergency maintenance of the
Software Program(s). Client understands that scheduled maintenance may affect availability
of the Software Program(s). If scheduled maintenance is to be performed, Karpel Solutions
will provide notice to Client three (3) days prior to the scheduled maintenance. Karpel
Solutions will make every effort to schedule maintenance outside of normal business hours
of Client between the hours of ten (10) p.m. and five (5)a.m.Central Standard Time.
c. DATA RETENTION AND BACKUPS: As a part of the Software Program(s), Karpel Solutions will
use its best efforts to maintain consistent, regular and validated backup of Client Content
and Confidential Information imported into the Software Program(s) in accordance with the
Microsoft Azure government cloud network's policies and procedures. Upon written
request, Karpel Solutions will make available to Client a copy of the current Microsoft Azure
retention and backup policies and procedures.
d. AUDITS AND SECURITY: Karpel Solutions is committed to maintaining the security of Client
Content and Confidential Information maintained in the Software Program(s). Karpel
Solutions will maintain the Software Program(s) in a reasonably secure manner, subject to
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Client's own obligations to protect and safeguard usernames and passwords on Client's end.
Karpel Solutions will perform security audits of the Software Program(s) in accordance with
the Microsoft Azure government cloud policies and procedures to protect the integrity and
security of the Software Program(s).
e. DATA TRANSMISSION: Karpel Solutions ensures that all data transmitted to and from the
Software Program(s) is transmitted at a minimum level of 128-bit SSL encryption using
digital certificates issued by an internationally recognized domain registrar and certificate
authority.
f. DATA LOCATION: Karpel Solutions will maintain the Software Program(s), Client Content
and Confidential Information of Client in a SAS 70/SSAE 16 certified data facility.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
a. KARPEL SOLUTIONS OWNERSHIP: Karpel Solutions retains all rights, title and interests in and to
the Software Program(s) and any related Intellectual Property. Any suggestions, solutions,
improvements, corrections, or other contributions Client provides regarding the Software
Program(s) will become the property of Karpel Solutions, and Client hereby assigns all such
rights to Karpel Solutions without charge. Client is granted a non-exclusive, non-transferable
license with respect to the Software Program(s) on the terms and conditions set forth in this
Agreement.
b. CLIENT OWNERSHIP: Client retains all rights, title, and interests in and to Client Content. Client
hereby grants to Karpel Solutions and Karpel Solutions hereby accepts a non-exclusive, non-
transferable, worldwide, fully paid license to use, copy, and modify Client Content solely to the
extent necessary and for the sole purposes of providing access to the Software Program(s) or
otherwise complying with its obligations under this Agreement.
c. COPYRIGHT. Karpel Solutions reserves the right to seek damages if Client is responsible for a
violation of Karpel Solutions' copyright, and Client assumes full responsibility for the acts and
omissions of its agents acting in the course and scope of their duties for Client with respect to
the protection of Karpel Solutions'copyright.
8. LICENSE TERMS AND USE
a. The Software Programs are proprietary products of Karpel Solutions. They are licensed (not
sold)and are licensed to Client for its use and only in accordance with the terms set forth below.
During the term of this Agreement, Karpel Solutions hereby grants Client a non-exclusive, non-
transferable right and license to use the Software Program(s) solely in accordance with the
terms of this Agreement. Client's license will terminate immediately and automatically upon the
expiration or termination of this Agreement. Client may not sub-license any rights under this
Agreement to any party without Karpel Solution's prior written consent, which may be withheld
by Karpel Solutions in its sole and absolute discretion. Client's license is subject at all times to
Client's full compliance with this Agreement.
Page 15 of 35
b. Karpel Solutions hereby grants Client a non-exclusive and non-transferable sublicense to use any
associated Documentation furnished.
c. Client cannot distribute, rent,sublicense, or lease the Software Program(s).A separate license of
the Software Program(s) is required for each authorized user or employee. Each license of the
Software Program(s) may not be shared by more than one full time employee or user (defined
as working 20 hours or more per week), nor by more than two (2) part-time employees or users
(defined as working less than 20 hours per week each and working no more than 40 hours per
week combined).
d. Client agrees to allow Karpel Solutions to audit Client's use of the Software Program(s) and
licenses of the Software Program(s) at any time. Client will cooperate with respect to the audit,
including providing access to any books, computers, records or other information that relate to
the use of the Software Program(s). Such audit will not unreasonably interfere with Client's
activities.
e. In the event that an audit reveals unauthorized use, reproduction, distribution, or other
exploitation of the Software Program(s), Karpel Solutions shall be entitled to, and Client must
pay to Karpel Solutions, the monetary equivalent of the costs that would have been incurred by
Client had Client properly obtained the license, installation and training for the unauthorized
user(s) associated with each violation, and Client will also reimburse Karpel Solutions for the
reasonable cost of the audit, in addition to any other remedies to which Karpel Solutions may be
entitled under the law.
f. This license does not transfer any rights to Software Program(s) source codes, unless Karpel
Solutions ceases to do business without transferring its obligations under this Agreement to
another qualified software business. Karpel Solutions will, at Client's expense, enter into escrow
agreement for the storage of the source codes.
g. Client may not use, copy, modify, or transfer the Software Program(s) or Documentation, in
whole or in part, except as expressly provided herein. The Software Program(s) and the
Documentation are protected by copyright and trade secret laws. Karpel Solutions retains all
rights in any copy, derivative or modification to the Software Program(s) and Documentation no
matter by whom made. The Software Program(s) are licensed for single installations of one full
time employee or two part-time employees as set forth above. A separate license is required for
each installation of the Software Program(s). Client shall not provide or disclose or otherwise
make available the Software Program(s) or any portion thereof in any form to any third party.
Client acknowledges that unauthorized copying and/or distribution will cause substantial
damage to Karpel Solutions far greater than the value of the copies involved.
h. The Software Program(s) were developed exclusively at private expense and are Karpel
Solutions' trade secrets. For all purposes of the Freedom of Information Act or any other similar
statutory right of"open"or public records,the Software Program(s)and Documentation shall be
considered exempt from disclosure. The Software Program(s) are "commercial computer
software" subject to limited utilization "Restricted Rights." The Software Program(s), including
all copies, are and shall remain proprietary to Karpel Solutions. In the event that a third party
seeks to compel disclosure and/or production of the Software Program(s) or Documentation by
court order or otherwise, Client shall promptly give notice to Karpel Solutions so as to allow
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Karpel Solutions to take whatever steps it deems necessary to prevent such disclosure and/or
production, and Client agrees to cooperate with Karpel Solutions in connection therewith.
i. Public Agency Participation (APPLICABLE TO PUBLIC AGENCY CLIENTS ONLY): Other public
agencies may utilize the terms and conditions established by this Agreement. "Public agency",
for purposes of this paragraph, is defined to include any city, county, district, public authority,
public agency, municipality, and other political subdivision. Client 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 Karpel Solutions. Client does not accept any responsibility
or involvement in the purchase orders or contracts issued by other public agencies. Any such
contract by another public agency must be in accordance with the statutes, codes, ordinances,
charter and/or procurement rules and regulations of such public agency.
9. WARRANTY
a. LIMITED WARRANTY: Karpel Solutions warrants it will provide the Software Program(s)
and Services in a professional manner by qualified personnel. Karpel Solutions warrants it
has the requisite power and authority to enter into and perform its obligations under this
Agreement. Karpel Solutions warrants that the performance by Karpel Solutions of any
services described in this Agreement shall be in compliance with all applicable laws, rules
and regulations. Karpel Solutions warrants it will provide access to and use of the
Software Program(s) in material accordance with the Service Level Commitment outlined
in this Agreement. No representations or warranties as to the use, functionality or
operation of the Software Program(s) or Services are made by Karpel Solutions other than
as expressly stated in this Agreement. Karpel Solutions disclaims all other warranties as
set forth below.
b. Karpel Solutions makes no warranties, express or implied, as to any third-party software
or as to Karpel Solutions' ability to support such software on an on-going basis. Karpel
Solutions also makes no warranties, express or implied, as to the quality of or the ability of
software developed by Karpel Solutions to operate with, any hardware, network,
software, systems and/or external data flows already in place at Client's facilities or as
may be added by Client.
c. INTERNET: Karpel Solutions makes the Software Program(s) available to Client through the
Internet to the extent commercially reasonable, and subject to outages, communication
and data flow failures, interruptions and delays inherent in Internet communications.
Client recognizes that problems with the Internet, including equipment, software and
network failures, impairments or congestion, or the configuration of Client's computer
systems, may prevent, interrupt or delay Client's access to the Software Program(s). Client
agrees that Karpel Solutions is not liable for and agrees to hold Karpel Solutions harmless
from any delays, interruptions, suspensions or unavailability of the Software Program(s)
attributable to problems with the Internet or the configuration of Client's computer
systems or network.
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d. SYSTEM REQUIREMENTS: Karpel Solutions provides the Software Program(s) based upon
the system requirements as specified by Karpel Solutions for Client. Client agrees that
Karpel Solutions is not liable for and agrees to hold Karpel Solutions harmless from any
failure of the Software Program(s) based upon Client's failure to comply with the system
requirements of Karpel Solutions.
e. 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 Program(s) made available, (ii) use of the Software
Program(s) by Client for any purpose and/or in any manner other than that authorized in
this Agreement, (iii) use of the Software Program(s) in combination with other software,
data or products that are defective, incompatible with, or not authorized in writing by
Karpel Solutions for use with the Software Program(s), (iv) misuse of the Software
Program(s) by Client, (v) any malfunction of Client's software, hardware, computers,
computer-related equipment or network connection, (vi) any modification or alteration of
the Software Program(s) not performed by or otherwise authorized by Karpel Solutions in
writing, or(vii)an event of Force Majeure.
f. DISCLAIMER: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF
ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON INFRINGEMENT,
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES
ARISING OUT OF A USE IN TRADE OR COURSE OF DEALING OR PERFORMANCE. KARPEL
SOLUTIONS DOES NOT WARRANT: (i) THAT ACCESS TO OR USE OF ALL OR ANY PART OF
THE SOFTWARE PROGRAM(S) WILL BE CONTINUOUS, ERROR-FREE, OR UNINTERRUPTED,
(ii) THAT THE RESULTS ARISING OUT OF CLIENT'S USE OF THE SOFTWARE PROGRAM(S)
WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR (iii) THAT THE SOFTWARE
PROGRAM(S)WILL MEET CLIENT'S NEEDS.
g. EXCLUSIVE REMEDIES: If the Software Program(s) provided under this Agreement do not
materially comply with the requirements stated in the Limited Warranty above, Karpel
Solutions' sole obligation shall be to correct or modify the Software Program(s) at no
additional charge to Client. If Karpel Solutions is unable to correct or modify the Software
Program(s) to the satisfaction of Client, Client's sole remedy will be to terminate this
Agreement by written notice to Karpel Solutions and receive a refund of any fees pre-paid,
if any,for the pro rata remainder of the then-effective term of this Agreement.
10. LIMITATION OF LIABILITY
CLIENT AGREES THAT KARPEL SOLUTIONS IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF KARPEL
SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND CLIENT WAIVES ANY
RIGHTS AND AGREES TO HOLD KARPEL SOLUTIONS HARMLESS FROM AND AGAINST ANY SUCH
DAMAGES OR LOSSES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE OR OTHERWISE.
REGARDLESS OF THE FORM OF THE CLAIM, KARPEL SOLUTIONS' TOTAL LIABILITY TO CLIENT SHALL BE
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LIMITED TO THE LESSER OF: (i) THE EXTENT AND AMOUNT OF ANY INSURANCE COVERAGE WHICH IS
AVAILABLE FOR SUCH CLAIM(S), OR (ii) THE AMOUNT OF FEES CLIENT HAS PAID TO KARPEL
SOLUTIONS PURSUANT TO THIS AGREEMENT IN THE THIRTY (30) DAY PERIOD PRIOR TO SUCH
CLAIM(S) ARISING. TO THE EXTENT THAT INSURANCE COVERAGE IS AVAILABLE FOR SUCH CLAIM(S),
CLIENT AGREES THAT CLIENT'S SOLE RECOURSE SHALL BE PAYMENT OF ANY AVAILABLE INSURANCE
PROCEEDS, AND CLIENT AGREES TO LOOK EXCLUSIVELY TO SUCH INSURANCE PROCEEDS IN FULL
SATISFACTION OF SUCH CLAIM(S).
11. TERMINATION
a. TERMINATION BY CLIENT: In the event that Client believes that Karpel Solutions has failed to
perform or materially breached this Agreement, Client shall provide thirty (30) days' written
notice to Karpel Solutions of Client's intent to terminate this Agreement. Thereafter, Karpel
Solutions will have thirty (30) days from the receipt of such notice to cure the alleged failure or
breach. If the alleged failure or breach cannot be cured within thirty (30) days, but Karpel
Solutions has initiated good-faith efforts to cure the breach within the thirty (30)day period,the
cure period shall be extended for a reasonable period of time so as to allow Karpel Solutions to
complete the cure of the alleged failure or breach. If at the end of the cure period Karpel
Solutions has not cured the alleged failure or breach, then Client may terminate this Agreement
by providing written notice of termination.
b. TERMINATION BY KARPEL SOLUTIONS: Karpel Solutions may terminate this Agreement on thirty
(30) days' written notice to Client for any reason, including, but not limited to, in the event that
Client has failed to perform under or materially breaches this Agreement. Failure to timely pay
all amounts due and owing and failure to reasonably cooperate with Karpel Solutions in
connection with the Services, among other things, shall constitute material breaches of this
Agreement.
c. TERMINATION FOR INSOLVENCY. Either party may immediately terminate this Agreement by
providing written notice of termination in the event the other party: (i) files for, or has filed
against it, a bankruptcy petition, and such petition is not dismissed within sixty (60) days of the
filing date, (ii)ceases to conduct business in the normal course, (iii) makes an assignment for the
benefit of its creditors, (iv) is liquidated or otherwise dissolved, (v) becomes insolvent or unable
to pay its debts in the normal course, or(vi) has a receiver,trustee or custodian appointed for it.
d. RIGHTS AFTER TERMINATION OR EXPIRATION: Upon termination or expiration of this
Agreement, Karpel Solutions will immediately terminate Client's access to and use of the
Software Program(s), and each party shall immediately cease use of any Confidential
Information received from the other party. Within thirty (30) days of written request following
termination or expiration of this Agreement, Karpel Solutions shall coordinate with Client with
respect to the return of Client Content and Confidential Information obtained or shared during
the course of this Agreement. Client understands that upon termination or expiration of this
Agreement, Client must return to Karpel Solutions (or at Karpel Solutions' election, destroy and
certify such destruction in writing) any Documentation or other materials provided by Karpel
Solutions, whether in written or electronic form, regarding the Software Program(s) provided
under this Agreement.
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e. FINAL PAYMENT. In addition to the Data Collection Fee set forth in the Investment Summary
due and payable to Karpel Solutions upon termination or expiration of this Agreement, Client
shall also be responsible for and shall pay any and all fees earned by Karpel Solutions prior to
termination or expiration for all work and services performed and/or expenses incurred by
Karpel Solutions under this Agreement prior to termination or expiration. Karpel Solutions will
send an invoice to Client with respect to these amounts, and final payment of all amounts due
by Client to Karpel Solutions must be paid within thirty (30) days of that invoice. Past due
accounts will be charged interest at the rate of one and one-half percent(1.5%) per month, or at
the maximum rate allowable by law. Client also agrees to pay any costs of collection, including
reasonable attorneys'fees, incurred by Karpel Solutions in connection with this Agreement.
12. NON-SOLICITATION AND CONFIDENTIALITY OBLIGATIONS
a. NON-SOLICITATION OF KARPEL SOLUTIONS EMPLOYEES. Karpel Solutions has invested
substantial sums of money and large amounts of time in recruiting, supervising and training its
employees. Client acknowledges that it has a unique opportunity to evaluate Karpel Solutions
employees' performance and has the potential to hire Karpel Solutions' employees away from
Karpel Solutions. Client further acknowledges that such hiring away would substantially disrupt
Karpel Solutions' business and ability to provide its services to others. Client understands that
Karpel Solutions' employees are subject to non-competition agreements; therefore, Client
agrees during the term of this Agreement and for a period of two (2) years after expiration or
termination of this Agreement by either party for any reason, Client will not in any manner,
directly or indirectly, solicit, recruit or hire, or attempt to solicit, recruit or hire, or otherwise
interfere with the employment or engagement of any other employees of Karpel Solutions who
are employed or engaged by Karpel Solutions at the time of the solicitation, attempted
solicitation, and/or hire or who were employed or engaged by Karpel Solutions within the two
(2)year period prior to expiration or termination of this Agreement.
b. CONFIDENTIALITY. Neither party shall disclose or use any Confidential Information of the other
party, except as otherwise set forth in or permitted by this Agreement.
c. PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or
Karpel Solutions may use in conjunction with the Software Program(s) may be confidential
Personally Identifiable Information of third parties. The parties shall use their best efforts to
protect the confidentiality of Personally Identifiable Information of third parties. Client agrees
that Karpel Solutions is not liable, and Client agrees to hold Karpel Solutions harmless from any
claims arising out of disclosure of Personally Identifiable Information caused in whole or in part
by Client's own negligence, misconduct,or fault.
d. DISCLOSURE REQUIRED BY LAW. In the event that any Confidential Information is required to be
disclosed pursuant to any law, code, regulation or court order from a court of competent
jurisdiction, the receiving party shall give the disclosing party immediate written notice of such
requirement and shall use its best efforts to seek or to cooperate with the disclosing party in
seeking a protective order with respect to the Confidential Information requested should the
disclosing party wish to seek such a protective order.
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e. SIMILAR PROGRAMS AND MATERIALS. Provided Karpel Solutions is not in violation of the
provisions of this Agreement regarding confidentiality, this Agreement shall not preclude Karpel
Solutions from developing for itself, or for others, programs or materials which are similar to
those produced as a result of Services provided to Client hereunder.
f. INJUNCTIVE RELIEF. The parties acknowledge that any breach of the non-solicitation and/or
confidentiality obligations of this Agreement will cause irreparable harm to the other party.
Accordingly, the parties agree that the non-breaching party may enforce the provisions of this
Agreement by seeking an injunction, specific performance, criminal prosecution or other
equitable relief which may be available to the non-breaching party without prejudice to any
other rights and remedies.
13. REQUIRED INSURANCE
a. COMMERCIAL GENERAL LIABILITY. Karpel Solutions shall maintain commercial general liability
coverage on a form acceptable to Jefferson County Risk Management for bodily injury, personal
injury, and property damage, with a limits of not less than in the amount of at least $1 million
per occurrence, for bodily injury, including death, and property damage. The commercial
general liability insurance coverage shall contain no limitations on the scope of the protection
provided and include the following minimum coverage: (i) Broad form property damage, with
no employee exclusion; (ii) Personal injury liability, including extended bodily injury; (ii) Broad
form contractual/commercial liability, including completed operations and product liability
coverage; (iii) Premises — operations liability (M&C); (iv) Independent contractors and
subcontractors; and, Blanket contractual liability. The Client, its officers, officials, employees,
agents and volunteers (and their marital communities) shall be named as an additional insured
party under this insurance policy.
b. AUTOMOBILE LIABILITY. Karpel Solutions shall maintain business automobile liability insurance
on a form acceptable to Jefferson County Risk Management with a limits of not less than in the
amount of at least $1 million per occurrence. Coverage shall include owned, hired, and non-
owned automobiles.
c. WORKER'S COMPENSATION (INDUSTRIAL INSURANCE). Karpel Solutions shall maintain workers'
compensation insurance at its own expense, as required by Title 51 RCW, for the term of this
Agreement and shall provide evidence of coverage to Jefferson County Risk Management, upon
request. Worker's compensation insurance covering all employees with limits meeting all state
and federal laws. This coverage shall include Employer's Liability with limits meeting all state
and federal laws. This coverage shall extend to any subcontractor without their own worker's
compensation and employer's liability insurance. Karpel Solutions expressly waives by mutual
negotiation all immunity and limitations on liability, regarding the Client, under any industrial
insurance act, disability benefit act, or other employee benefit act of any jurisdiction which
would otherwise apply in the case of such claim. If the Client incurs any costs to enforce this
subsection, all cost and fees shall be recoverable from Karpel Solutions.
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14. MUTUAL INDEMNITY
For its comparative liability, each party agrees to indemnify, defend and hold the other party, its
officers, officials, employees, agents and volunteers (and their marital communities), harmless from and
against any claims, damages, losses and expenses, including but not limited to court costs, attorney's
fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness,
disease or death and for any damage to or destruction of any property (including the loss of use
resulting therefrom) which are alleged or proven to be caused by an act or omission, negligent or
otherwise, of its officers, officials, employees, agents or volunteers (and their marital communities). A
party shall not be required to indemnify, defend, or hold the other party or its officers, officials,
employees, agents and volunteers (and their marital communities) harmless if the claim, damage, loss or
expense for personal injury, for any bodily injury, sickness, disease or death or for any damage to or
destruction of any property (including the loss of use resulting therefrom) is caused by the sole act or
omission of the other party or its officers, officials, employees, agents or volunteers. If any concurrent
act occurs or omission of the patties and their officers, officials, employees, agents and volunteers,
negligent or otherwise, these indemnity provisions shall be valid and enforceable only for the
comparative liability of each party and its officers, officials, employees, agents or volunteers. The
parties agree to maintain a consolidated defense to claims made against them and to reserve all
indemnity claims against each other until after liability to the claimant and damages are adjudicated. If
any claim is resolved by voluntary settlement and the parties cannot agree upon apportionment of
damages and defense costs, they shall submit apportionment to binding arbitration. The
indemnification obligations of the parties shall not be limited by the Washington State Industrial
Insurance Act, Title 51 RCW, or by application of any other workmen's compensation act, disability
benefit act or other employee benefit act. Each party expressly waives any immunity afforded by such
acts to the extent required by a party's obligations to indemnify, defend and hold harmless the other
party, its officers, officials, employees, agents and volunteers (and their marital communities). A party's
waiver of immunity does not extend to claims made by its own employees directly against that party as
employer. The indemnity provisions of this section are a material inducement to enter into this
Agreement and have been mutually negotiated. This section shall survive the expiration or termination
of this Agreement.
15. MISCELLANEOUS
a. NOTICES. Any notices provided under this Agreement will be in writing and will be deemed
to have been properly given if delivered personally or if sent by: (i) a recognized overnight
courier, (ii) certified or registered mail, postage prepaid, return receipt requested, or (iii)
electronic means, followed by mailing a copy by regular U.S. mail, postage prepaid. Karpel
Solutions' address for such notices is set forth below. Client's address for such notices will
be the address on file with Karpel Solutions as provided by Client. Such address or contact
information may be revised from time to time by Karpel Solutions and/or Client by written
notice as described in this Section. All notices sent by certified or registered mail will be
deemed received on the tenth (loth) business day after deposit in the mail. All notices sent
by overnight courier will be deemed given on the next business day after deposit with the
overnight courier. All notices sent by electronic means will be deemed given on the next
business day after successful transmission.
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Karpel Solutions
c/o Jeff Karpel
9717 Landmark Parkway, Suite 200
St. Louis, MO 63127
(314) 892-6300
karpel@karpel.com
b. GOVERNING LAW AND DISPUTE RESOLUTION.
i. It is understood and agreed this Agreement is entered into in the State of Washington.
This Agreement shall be governed by and construed under the laws of the United States,
the State of Washington and the County of Jefferson, as if applied to transactions
entered into and to be performed wholly within Jefferson County, Washington between
Jefferson County residents. No party shall argue or assert that any state law other than
Washington law applies to the governance or construction of this Agreement. Should
either party bring any legal action, each party in such action shall pay for its own
attorney's fees and court costs. The venue for any legal action shall be solely in the
appropriate state court in Jefferson County, Washington, subject to the venue
provisions for actions against counties in RCW 36.01.050.
ii. The parties agree to use their best efforts to prevent and resolve disputes before they
escalate into claims or legal actions. Any disputed issue not resolved under this
Agreement shall be submitted in writing within 10 days to the Client's Risk Manager,
whose decision in the matter shall be final, but shall be subject to judicial review. If
either party deem it necessary to institute legal action or proceeding to enforce any
right or obligation under this Agreement, each party in such action shall pay for its own
attorney's fees and court costs. Any legal action shall be initiated in the Superior Court
of the State of Washington for Jefferson County. The parties agree that all questions
shall be resolved by application of Washington law and that the parties have the right of
appeal from such decisions of the Superior Court under the laws of the State of
Washington. Karpel Solutions consents to the personal jurisdiction of the Superior Court
of the State of Washington for Jefferson County.
c. ACCEPTANCE TERM.The proposal attached to this Agreement is tendered for acceptance in
its entirety within thirty (30) days from the date of the proposal, after which it is to be
considered null and void.
d. MODIFICATION AND WAIVER. Any modifications to this Agreement must be in writing and
signed by both parties. Neither party will be deemed to have waived any of its rights under
this Agreement by any statement or representation other than one made in an explicit
written waiver by an Authorized Representative. No waiver of any breach of this Agreement
will constitute a waiver of any prior or subsequent breach of this Agreement, whether
similar in nature or not.
e. ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon Client, Karpel
Solutions, and Karpel Solutions' successors and assigns. Client may not assign or otherwise
transfer Client's rights and/or obligations under this Agreement without the prior written
Page 23 of 35
consent of Karpel Solutions, and any purported assignment or transfer without such consent
will be void and of no force or effect. Karpel Solutions may assign and/or transfer this
Agreement and/or Karpel Solutions' rights and obligations under this Agreement at any
time, and Client's consent to such assignment or transfer is not needed.
f. FORCE MAJEURE. Neither party shall be deemed in default of this Agreement to the extent
that performance of its obligations or attempts to cure any breach thereof are delayed or
prevented by reason of any act of God, government, fire, natural disaster, accident,
terrorism, network or telecommunication system failure, sabotage, pandemic, epidemic, 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.
g. INDEPENDENT CONTRACTORS. The parties will be deemed to have the status of
independent contractors, and nothing in this Agreement will be deemed to place the parties
in the relationship of employer-employee, principal-agent, or partners or joint ventures.
Neither party has the authority to bind, commit or make any representations, claims or
warranties on behalf of the other party without the party's prior written authorization,
approval, and consent. Each party shall be responsible for its own conduct and for that of
its employees and designated agents with respect to performance and/or non-performance
under this Agreement. The parties agree to reasonably cooperate with each other with
respect to any third-party claims which may arise from any party's performance and/or non-
performance under this Agreement.
h. SOFTWARE ANOMALIES. New commercial software releases or upgrades, and any hardware
and/or software owned by or licensed to Client, used in connection with the Software
Program(s) may have anomalies, performance or integration issues unknown to Karpel
Solutions which can impact the timely, successful implementation of information systems.
Karpel Solutions will inform Client promptly if this occurs and will attempt to analyze,
correct and/or work around the anomalies or performance issues on a "best efforts" basis.
Karpel Solutions is not responsible for any delay or inability to complete its Services
hereunder if such anomalies or performance issues occur. Client is responsible for payment
for all of Karpel Solutions' fees for the Services at the rates stated in this Agreement
whether or not a successful solution to such anomalies or issues is achieved.
i. CLIENT ENVIRONMENT. Client is responsible for the application, operation and management
of its information technology environment, including but not limited to: (a) purchasing,
licensing and maintaining hardware and software; (b) following appropriate operating
procedures; (c) following appropriate protective measures to safeguard software and data
from unauthorized duplication, modification, destruction or disclosure; (d) following
adequate backup contingency plans with respect to Client's own information technology
environment; and (e) employing qualified personnel to obtain the desired results. Karpel
Solutions is not responsible for loss of data in the Software Program(s) or security breaches
that result in unauthorized dissemination of data contained in the Software Program(s) that
are the result of Client's own actions, including, but not limited to, Client not following
appropriate operating procedures, security and protective measures, and/or adequate
backup contingency plans.
Page 24 of 35
j. ELECTRONIC DOCUMENTS. Client and Karpel Solutions may communicate by electronic
means, including, but not limited to,facsimile documents and email. Both parties agree that
a signature or an identification code ("USERID") contained in an electronic document is
legally sufficient to verify the sender's identity and the document's authenticity, an
electronic document that contains a signature or USERID is a signed writing, and an
electronic document, or any computer printout of it, is an original when maintained in the
normal course of business.
k. SIGNATURES IN COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which counterparts
together shall constitute the same instrument which may be sufficiently evidenced by one
counterpart. Execution of this Agreement at different times and places by the parties shall
not affect the validity of this Agreement, so long as all the parties execute a counterpart of
this Agreement.
I. NO HARASSMENT OR DISCRIMINATION. Any form of harassment, discrimination, or
improper fraternization with any County employee is strictly prohibited. Karpel Solutions
shall not discriminate on the grounds of race, color, national origin, religion, creed, age, sex,
sexual orientation, or any physical or sensory disability in the selection and retention of
employees or procurement of materials or supplies.
m. SEVERABILITY. If any portion of this Agreement is held to be void, invalid or otherwise
unenforceable, in whole or in part, the remaining portions of the Agreement shall remain in
full force and effect.
n. MARKETING. Client agrees that Karpel Solutions may identify Client as a customer of Karpel
Solutions in Karpel Solutions'written promotional and marketing materials, as well as in any
oral or visual presentations regarding the business of Karpel Solutions. Provided Karpel
Solutions is not in violation of the provisions of this Agreement regarding confidentiality,
Karpel Solutions shall have the right to demonstrate for other prospective clients any
application developed by Karpel Solutions under this Agreement and shall have the right to
include information about any such application in marketing materials and presentations.
o. PUBLIC RECORDS ACT. Karpel Solutions also agrees that upon receipt of any written public
records request, Karpel Solutions shall, within two business days, notify the Client by
providing a copy of the request per the notice provisions of this Agreement. This
Agreement, once executed, will be a "public record" subject to production to a third party if
it is requested under the Washington Public Records Act, Chapter 42.56 RCW (as may be
amended).
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Page 25 of 35
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on the date set forth
below.This Agreement constitutes the entire agreement between the parties, superseding all prior
written and oral agreements. Prior to acceptance of this Agreement, Karpel Solutions reserves the right
to suggest modifications to this Agreement.The signatories warrant they have the authority to bind
their respective party.
JEFFERSON COUNTY PROSECUTING ATTORNEY KARPEL SOLUTIONS
By: By:
James Kennedy DATE Signature
BOARD OF COUNTY COMMISSIONERS Name:
JEFFERSON COUNTY,WASHINGTON
Title:
By: Date:
Greg Brotherton, Chair DATE
By:
Kate Dean,Commissioner DATE
By:
Heidi Eisenhour, Commissioner DATE
SEAL:
ATTEST:
Carolyn Galloway, CIVIC DATE
Clerk of the Board
Approved as to form only:
C December 5, 2023
Philip C. Hunsucker DATE
Chief Civil Deputy Prosecuting Attorney
Page 26 of 35
Mailing Contact: Billing Contact:
Mailing Address: Phone Number:
Email Address:
Billing Address:
Tax Exempt? No ❑ Yes ❑ if yes,please attach copy of tax exempt certificate
Client Project Manager Contact:
Phone Number:
Email Address:
Client Decision Making Attorney for Project:
Phone Number:
Email Address:
Project IT Contact:
Phone Number:
Email Address:
Page 27 of 35
MEMORANDUM OF UNDERSTANDING(MOU)
BETWEEN JEFFERSON COUNTY PROSECUTING ATTORNEY AND KARPEL SOLUTIONS
FOR PARTICIPATION IN STATEWIDE DATA SHARING
FOR PROSECUTORBYKARPEL°
Parties:
1. The parties to this MOU are Karpel Solutions and Prosecution Offices that are willing to
contribute potentially Confidential, Personally Identifiable, Criminal Justice Information
to a Statewide Search system for purposes of information sharing with other Prosecution
Offices.
2. The parties agree that maximum participation by all Prosecution Offices will
strengthen the purposes of this MOU. Accordingly, the parties anticipate and desire
that other eligible offices will join this MOU from time to time in the future. A
joining agency shall also be considered a party and shall have the same rights,
privileges,obligations,and responsibilities asthe original parties.
Authority
Each participating Office warrants that it has the legal authority to enter into this MOU and
share Confidential Information, Personally Identifiable Information and Criminal Justice
Information with each other and with Karpel Solutions for the sole purpose under this MOU
for the deliveryofa Statewide Search function.
Definitions
Confidential Information - Means information of either Karpel Solutions or Contributing Party
which is disclosed under this MOU in oral, written, graphic, machine recognizable, electronic,
sample or any other form by one office to the other, and which is considered to be proprietary,
sensitive, or trade secret by the disclosing party. Confidential Information of Karpel Solutions
expressly includes HOSTEDbyKarpel, PROSECUTORbyKarpel, and Statewide Search. The
Confidential Information of Contributing Party includes, subject to the limitation below,
Personally Identifiable Information and Criminal Justice Information. Confidential Information
for purposes of this MOU does not include information with access restricted to certain users or
teams within PROSECUTORbyKarpel by the Contributing Party.
Contributing Party-A Prosecuting Attorney's Office that is a party to this MOU.
Criminal Justice Information -Any information collected and retained by each Contributing Party
within PROSECUTORbyKarpel and available fbr use by Statewide Search. Criminal Justice
Information shall be considered Confidential Information. Criminal Justice Information includes
Page 28 of 35
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 withrespectto Confidential Information, Personally Identifiable Information,
and Criminal Justice Information delivered through the Statewide Search function.
Information - Includes Confidential Information, Personally Identifiable Information and
Criminal.lustice Information.
Personally Identifiable Information - Means any information that may be used to identify specific
persons or individuals, which is collected by each Contributing Party for use in conjunction with
the use of PROSECUTORbyKarpel and Statewide Search on HOSTEDbyKarpel. Personally Identifiable
information shall be considered Confidential Information. Personally Identifiable Information
includes pedigree information used to identify specific persons or individuals and may include,
but is not limited to, date of birth, social security numbers, addresses, and aliasnames.
PROSECUTORbyKarpel - Means the PROSECUTORbyKarpel criminal case management system and
specifically each Contributing Party's licensed copy of PROSECUTORbyKarpel.
Statewide Search - Functionality contained in PROSECUTORbyKarpel that allows each Contributing
Party to query or search defendant information, co-defendant information, court dates charge
and case information of other Contributing Parties.
Purpose
The Contributing Parties and Karpel Solutions agree that criminal history and case information
currently available through other law enforcement and public portals is inadequate and
sometimes incomplete.
The Contributing Parties and Karpel Solutions agree that the sharing of information between each
Contributing Party will benefit criminal justice statewide as it will allow for better charging, filing
and case disposition decisions.
The purpose of this Memorandum of Understanding (MOU) is to establish permissions and
guidelines for the use of Personally Identifiable Information, Confidential Information, and
Criminal Justice.
Information data the parties agree to share between each other and Karpel Solutions in
connection with the Statewide Search function is viewable by Contributing Parties inside
PROSECUTORbyKarpel.
In addition to the permissions and guidelines, the purpose of the Statewide Search function is
multifold:
Page 29 of 35
1. Defendant information - Provide a mechanism for each Contributing Party to search
and view basic defendant pedigree information that is contained in each Contributing
Party's installation of PROSECUTORbyKarpel and that is accessible only from inside
PROSECUTORbyKarpel.
2. Charge and Case information - Provide a mechanism for each Contributing Party to
search and view defendant charge, referral and basic case information contained in each
Contributing Party's installation of PROSECUTORbyKarpel and that is accessible only from
inside PROSECUTORbyKarpel.
3. Co-Defendant information - Provide a mechanism for each Contributing Party to search
and view co-defendant information and associations that are contained in each
Contributing Party's installation of PROSECUTORbyKarpel and that is accessible only from inside
PROSECUTORbyKarpel.
4. Court Dates - provide a mechanism for each Contributing Party to search and view
court date information for cases that are contained in each Contributing Party's
installation of PROSECUTORbyKarpel and that is accessible only from inside
PROSECUTORbyKarpel.
Ownership, Entry and Maintenance of Information
1. Each Contributing Party retains sole ownership of, exclusive control over, and sole
responsibility over all the information it contributes through Statewide Search including
Confidential Information, Personally Identifiable Information and Criminal Justice
Information, and may at any time update, correct or delete any information contained in
PROSECUTORbyKarpel. Any changes made to Information in PROSECUTORbyKarpel by the
Contributing Party will be reflected in the Information shared through Statewide Search.
Information shared through Statewide Search cannot be altered by the Contributing Party
independent of PROSECUTORbyKarpel. All entries into Statewide Search are clearly
delineated to identify the jurisdiction or Contributing Party.
2. Each Contributing Party has the sole responsibility and accountability for ensuring
the information it enters into PROSECUTORbyKarpel and subsequently shared through
Statewide Search was not obtained in violation of any federal, state, local or tribal law
applicable to the Contributing Party.
3. Each Contributing Party has the sole responsibility and accountability for ensuring
compliance with all applicable laws, regulations, policies and procedures applicable to the
Page 30 of 35
party's entry of information in PROSECUTORbyKarpel that is subsequently shared through
Statewide Search.
4. As information entered into PROSECUTORbyKarpel and subsequently shared through
Statewide Search is separately maintained by each Contributing Party in their separate
installation of PROSECUTORbyKarpel, and for which each Contributing Party is solely
responsible and accountable, information is not alterable or changeable in the Statewide
Search database in any way by any other Contributing Party.
5. Statewide Search is only a view of information from each Contributing Party and is
not intended to be an official repository of original records, or to be used as a substitute
for one, nor is the information contained in Statewide Search accorded any independent
record status. Statewide Search is merely an application to facilitate the sharing of copies
of the information outlined above that is contributed from already existing records
contained in each Contributing Party's installation of PROSECUTORbyKarpel.
6. Each Contributing Party agrees to treat information shared through Statewide
Search, including Confidential Information, Personally Identifiable Information, and
Criminal Justice Information, as confidential to the extent authorized by law, including the
Freedom of Information Act, 5.U.S.C. § 552, the Privacy Act, 5 U.S.C. § 552a, and state
Sunshine Act laws.
Access to and Use of Information
1. Each Contributing Party will contribute Confidential Information, Personally
Identifiable Information, and Criminal Justice Information automatically through
PROSECUTORbyKarpel. Each Contributing party agrees and permits other Contributing
Parties to access and use through the Statewide Search function such Confidential
Information, Personally Identifiable Information, and Criminal Justice Information.
2. Each Contributing Party will have access via PROSECUTORbyKarpel through the
Statewide Search function to shared Information for use by Statewide Search. A
snapshot of the Statewide Data Sharing Portal Details is attached hereto as Attachment
A for illustrative purposes.
3. Each Contributing Party agrees and understands that cases, persons, and other
Information that is given an authorization level by a Contributing Party within
PROSECUTORbyKarpel is not subject to dissemination to other Contributing Parties
through Statewide Search. Such cases, persons and Information that are assigned specific
users or teams (authorizations) through PROSECUTORbyKarpel authorization levels are
Page 31 of 35
excluded from Statewide Search results.
4. Prosecution Offices that are not Contributing Parties are not eligible to use
Statewide Search function through PROSECUTORbyKarpel and will not have access to
Statewide Search within PROSECUTORbyKarpel.
5. Each Contributing Party is responsible for providing its own Internet connectivity
to use Statewide Search.
6. Karpel Solutions houses Information within a secured datacenter that is CAS
compliant and SAS70 audited. Multiple levels of security are in place to access the
physical systems along with multiple levels of authentication. All systems are backed up
and a copy of those backups is kept in two different locations. Additionally, an outside
third-party security audit is performed annually, testing both the network and
application layers.
7. Karpel Solutions provides a secure method of delivery of the Information that is
requested through Statewide Search by providing the information in an encrypted stream
through SSL (Secure Sockets Layer)that is only accessible by Contributing Parties.
8. Each Contributing Party has the sole responsibility and accountability for
ensuring that its use of the Statewide Search function conforms with laws,
regulations, policies and procedures applicable to the Contributing Party.
9. All Contributing Parties agree that any information that is accessed through
Statewide Search may only be disseminated in the furtherance of a legitimate law
enforcement investigation orcriminal prosecution.
10. All Contributing Parties agree that notwithstanding anything to the contrary herein,
Karpel Solutions is allowed to use Statewide Search for demonstration purposes showing
only fictitious Information.
Effective Date, Duration, Modification and Termination
1. As among the Contributing Parties and Karpel Solutions, this MOU shall become
effective as to each such party when an authorized representative of the party signs it.
2. This MOU shall remain in full force and effect for each Contributing Party as long
as they continue to use PROSECUTORbyKarpel.
Page 32 of 35
3. This MOU may be modified or altered upon the mutual written consent of the duly
authorized representatives of each Contributing Party and Karpel Solutions. However, Karpel
Solutions and the Contributing Parties may modify, address, and resolve technical and
operational details with regards to the functionality of Statewide Search and
PROSECUTORbyKarpel that relate to this MOU without obtaining the consent of all
Contributing Parties provided that such does not conflict with this MOU.
4. This MOU may be terminated at any time by the mutual written agreement of the
authorized representatives of all the parties. A duly authorized representative of a
Contributing Party may also terminate that Contributing Party's participation in the MOU
upon thirty (30) day written notice to all other parties. Karpel Solutions may terminate
the provision of Statewide Search to the Contributing Parties upon thirty (30) day written
notice to all the Contributing Parties. A Contributing Party's participation may also be
terminated by Karpel Solutions if the Contributing Party is not in compliance with the
terms of this MOU.
5. Upon termination of this MOU, Karpel Solutions agrees to disconnect the fetching of
data used bythe Statewide Search function.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Page 33 of 35
50 AGREED, the parties below have executed this MOU by the signatures of the authorized
representative of the Contributing Party on the dates indicated below.
KARPEL SOLUTIONS
By:
Signature
Name:
Title:
Date:
Page 34 of 35
Statewide Data Sharing Portal Details
When PROSECUTORbyKarpel recognizes identical Persons in the Statewide Data Sharing Portal, the
Statewide button will automatically turn blue. Selecting the Statewide button will show the data in the
portal as seen below.
K p
Q Enbh' Bogus Chaves Robert Ji 09-18 196E 919-W9999
Q Int 999 Losing Hrs Way wine . Male 602 195 81818
Brady'List Black . Browr'. 1555 555-5555 5324524'
Unavaiatft Samt lours MG 633101 Stat&4—*ei CA 19191818238 665544333 -
^'34%, Walmari WRD-Ward of the Court 07 15 2015 -
Q Deceased Person Type Contact Mio Add—Find
User Fields AWs Notes
.. Auagr¢ed Re134or6 satoos
oo';a�o Mx1NTattoos Gangs C—al Hlst
De/nWaol Q Witness CODetendaM Docu is Siib—plioos Ft--
Juns6ction Offense Report# File# Court# Cha# Severity Status Stage
Merced O341.2012 M80 2914-0550 OQ-450671 CR-003246 Fig Dgaa Burglay Pwsm Prnsen F PROBATION INVEST
Merced 03-01-2012 MSO 2014-05598 OQ-4.50424 CR-5566T7-1 59-Frst 1 De¢ee Burylary Person Presen � OPEN JURV7R
IAerced 03-01-2012 MSO 2012-Ml1 047-449923 AP-654654 4 PC664/PC2301aH21-Assault WM Intent To C F CLOSED FILED
Merced 09-27-2011 MSO 11-9199M 047-428330 CR-35214 �4} HSI I104(a)-Sale Transfer And Fumishmg A. F CLOSED DISP
Party Search Results
Grant Bogus;Jrarf/C F 0 Bax 666 rlMh navemi.NM en 1959
GYra1 Bogus cnarene?esl 123 Forest or OssaXe"l, WNe Fem 1991
Rocbgir Bogus Chats—, 11131Wr1 PorlsmouR.M WMe Yen 19W
Libras Bogus shares Jenny 1456 Loser Way Curler Bamsteatl 1ld W64e Yap 1968
."I"q tlpd he
ROGbgham 09-1}20161N-F6H PD-55432 015-066192 CR-12345 erdrOY 0—frsn 4 Gabe CLCMI) DYpesed
n
Fi4'015 I,9 AM2-_ -
RePOrt i-PRSN32 SYNn (CLOSED ebpe jLYseose0
l.f.AOerre9.rar-FrM ant Gave ArbAfAbw �9otlaglr+a
Aaagned 0e9aaw Aft—,
nee So'— Lym Aay YalaYllamrJa(rrel
Charges ,_g-Defend Court Gates
i RdrY4 Devee.FM 4 Game V Grpay-Rea Mane ConMe.�enl for HA Mare Thar
2 ::ESA-Vrct-13 F A Orsmssee-Bench
- AFSA-Vebn.13 - . Drsmase6 Beach
a AFSA-1Acie.13 F A Dnmrsse4-Bench
5 FSA-S—M Ca i cl-VKtil F 8 p—ed-Bench
Page 35 of 35