HomeMy WebLinkAboutContractAGREEMENT FOR PROSECUTOR BY KARPEL
(SOFTWARE AS A SERVICES AGREEMENT)
THIS AGREEMENT (“Agreement”), dated for reference purposes only as March 1, 2024, is by and
between the City of Renton (the “City”), a Washington municipal corporation, and Karpel
Computer Systems, Inc dba Karpel Solutions (“Vendor”), St. Louis, MO corporation. The City and
the Vendor are referred to collectively in this Agreement as the “Parties.” Once fully executed by
the Parties, this Agreement is effective as of the last date signed by both parties (the “Effective
Date”).
1. Scope of Work: Vendor agrees to provide Prosecutor by Karpel software licensing, along
with installation, data migration from legacy system, professional and training services as
further described in Exhibit A – Scope of Work, which is attached and incorporated herein
and may hereinafter be referred to as the “Work.” Vendor shall provide the Work
consistent with the requirements of the Service Level Commitment as set forth in Exhibit
A - Scope of Work.
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing, and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A – Scope of Work or as
otherwise mutually agreed by the Parties.
3.Time of Performance:Vendor shall commence performance of the Agreement within
one hundred and twenty (120) days of the Go Live date referenced in Exhibit A – Scope
of Work. This Agreement shall continue for successive one (1) year terms for annual
support services starting on the Go Live date and continue until terminated. At least
sixty (60) days prior to the start of each renewal term, Vendor shall provide City with any
changes to pricing to be incorporated into this Agreement as an addendum. If updated
pricing is not timely provided, the pricing for Recurring Costs will remain unchanged for
the subsequent renewal term.
4. Compensation:
A. Amount. The amount of the Agreement is made up of two parts, “One-Time Costs”
which apply to Phase 1 of the Work, and “Recurring Costs” which apply to Phase 2 of
the Work.
CAG-24-062
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x One-Time Costs. The amount of the One Time Costs for this Agreement shall not
exceed $67,950.00, which includes sales tax. Costs shall be paid based upon Work
actually performed according to the rate(s) or amounts specified in Exhibit A –
Scope of Work. Travel costs shall be documented and reimbursed at Vendor’s cost
for airfare, reasonable ground transportation costs associated with travel for this
Agreement, and meals not exceeding $100 per day per person traveling.
x Recurring Costs. The amount of the Recurring Costs for annual support services
shall be $7,750.00, plus any applicable state and local sales taxes, for the period
starting one year from the Go-Live Date. Recurring Costs are to be billed annually
pursuant to Section 5.1 of Exhibit A.
The Vendor agrees that any hourly or flat rate charged by it for its Work shall remain
locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in
Exhibit A – Scope of Work. Except as specifically provided herein, the Vendor shall be
solely responsible for payment of any taxes imposed as a result of the performance
and payment of this Agreement.
B. Method of Payment. On an annual basis during any year in which Work is performed,
the Vendor shall submit a voucher or invoice in a form specified by the City, including
a description of what Work has been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel. The
Vendor shall also submit a final bill upon completion of all Work. Payment shall be
made by the City for Work performed within sixty (60) calendar days after receipt and
approval by the appropriate City representative of the voucher or invoice. If the
Vendor’s performancedoesnot meet the requirements of this Agreement, the Vendor
will correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Vendor for failure of the Vendor to
perform the Work or for any breach of this Agreement by the Vendor.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Workor amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5. Termination:
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A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving thirty (30) calendar days’ notice to the Vendor in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Vendor pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
B. In the event this Agreement is terminated by the City, the Vendor shall be entitled to
payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation isa fixed fee, the City shall pay the Vendor
an equitable share of the fixed fee. This provision shall not prevent the City from
seeking any legal remedies it may have for the violation or nonperformance of any of
the provisions of this Agreement and such charges due to the City shall be deducted
from the final payment due the Vendor. No payment shall be made by the City for any
expenses incurred or work done following the effective date of termination unless
authorized in advance in writing by the City.
C. Return of Client Content. Unless a different timeline is agreed by the Parties, within
one business day of notice of termination of this Agreement by either Party, Vendor
shall provide the City with complete, secure and dedicated data and content files
suitable for importation into commercially available database software (e.g. MS-SQL),
such as SML format, including all schema and transformation definition and/or
delimited text files with documented, detailed schema definitions along with
attachments in their native format. These files will be comprised of Client Content
contained in Vendor’s system and the structure of the database will not be
representative of the proprietary Vendor database. The City will pay Vendor up to
$1000 for its costs to convert and transfer the Client Content to the City, paid at a
rate of $150 per hour of development and/or conversion costs.
6. Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable and professional standards and laws.
Vendor further represents and warrants that all final work product created for and
delivered to the City pursuant to this Agreement shall be the original work of the Vendor
and free from any intellectual property encumbrance which would restrict the City from
using the work product. The provisions of this section shall survive the expiration or
termination of this Agreement.
7. Record Maintenance: The Vendor shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Workprovided in the performance of this
Agreement and retain such records for as long as may be required by applicable
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Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Vendor agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Vendor shall make a due diligent search of
all records in its possession or control relating to this Agreement and the Work, including,
but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Vendor
believes said records need to be protected from disclosure, it may, at Vendor’s own
expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the
City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a
Public Records Act request for which Vendor has responsive records and for which Vendor
has withheld records or information contained therein, or not provided them to the City
in a timely manner. Vendor shall produce for distribution any and all records responsive to
the Public Records Act request in a timely manner, unless those records are protected by
court order. The provisions of this section shall survive the expiration or termination of
this Agreement.
9. Independent Contractor Relationship:
A. The Vendor is retained by the City only for the purposes and to the extent set forth in
this Agreement. The nature of the relationship between the Vendorand the City during
the period of the Work shall be that of an independent contractor, not employee. The
Vendor, not the City, shall have the power to control and direct the details, manner or
means of Work. Specifically, but not by means of limitation, the Vendor shall have no
obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. Vendor shall retain the right to
designate the means of performing the Work covered by this agreement, and the
Vendorshall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made by
the Vendor is to be paid by it alone, and that employing such workers, it is acting
individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance Program,
or otherwise assuming the duties of an employer with respect to Vendor or any
employee of the Vendor.
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C. If the Vendor is a sole proprietorship or if this Agreement is with an individual, the
Vendor agrees to notify the City and complete any required form if the Vendor retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Vendor’s failure to do so.
10. Hold Harmless and Limitation of Liability:
A. The Vendor agrees to release, indemnify, defend, and hold harmless the City, elected
officials, employees, officers, representatives, and volunteers from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any
and all persons or entities, arising from, resulting from, or related to thenegligent acts,
errors or omissions of the Vendor in its performance of this Agreement or a breach of
this Agreement by Vendor, except for that portion of the claims caused by the City’s
sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate…) then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent
negligence of the Vendor and the City, its officers, officials, employees and volunteers,
Vendor’s liability shall be only to the extent of Vendor’s negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Vendor’s waiver of immunity under the Industrial Insurance
Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have
mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
B. Notwithstanding subsection A or other provisions of this Agreement, the Parties agree
that each parties’ liability to each other for any claims of breach or otherwise arising
out of this Agreement shall be capped and limited to the greater of (1) one million
dollars ($1,000,000) per occurrence/claim and two million dollars for all aggregate
occurrences/claims or (2) the amount covered by the parties’ respective insurance
policies. The purpose of this cap is to limit the Parties’ exposure to risk and allow the
Parties’ to cover liability risks through appropriate insurance policies the parties
independently deem necessary for coverage of risks associated with this Agreement.
Such coverage may or may not exceed any insurance coverage levels required by this
Agreement, and this limitation of liability shall not be interpreted to alleviate either
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party from liability that would otherwise be covered by its own insurance policies or
to insurance policies to which a party is named as an additional insured.
Notwithstanding the minimum insurance levels required by this Agreement, each
Party is solely responsible for obtaining and determining what level of insurance is
necessary to protect it from potential liability exposures that may arise out of this
Agreement and its failure to obtain sufficient insurance coverage shall not, in itself, be
a defense to its obligations under this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to
City employees or officials. Vendor also confirms that Vendor does not have a business
interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Vendor, negotiating or administering this Agreement, or
evaluating the Vendor’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Vendor
shall obtain a City of Renton Business License prior to performing any Work and maintain
the business license in good standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Vendor shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability/ Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Workprovided by a licensed professional or Workthat requiresa professional standard
of care.
C. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
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D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
E. Cyber Liability Insurance is required, with limits not less than $2,000,000 per
occurrence or claim, with $2,000,000 aggregate minimum. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by Vendor
in this agreement and shall include, but not be limited to, coverage, including defense,
for the following losses or services: claims involving infringement of intellectual
property, infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security, coverage for unauthorized access and use, failure of security, breach
of confidential information, or privacy perils. The policy shall provide coverage for
breach response costs, to include but not limited to crisis management services, credit
monitoring, public relations, legal service advice, notification of affected parties,
independent information security forensics firm, and costs to re-secure, re-create and
restore data or systems as well as regulatory fines and penalties with limits sufficient
to respond to these obligations.
F. Vendor shall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City’s insurance policies shall not be a
source for payment of any Vendor liability, nor shall the maintenance of any insurance
required by this Agreementbe construed to limit the liability of Vendorto the coverage
provided by such insurance or otherwise limit the City’s recourse to any remedy
available at law or in equity. Additional Insured requirements do not apply to Cyber
Liability nor Professional Liability insurance, if applicable.
G. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
H. Vendor shall provide the City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
14. Safeguarding of Personal Information; Intellectual Property:
A. Personal Information: Vendor shall not use or disclose Personal Information, as
defined in chapter 19.255 RCW, in any manner that would constitute a violation of
federal law or applicable provisions of Washington State law. Vendoragrees to comply
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with all federal and state laws and regulations, as currently enacted or revised,
regarding data security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth in
the Agreement.
Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendor agrees to implement physical, electronic, and managerial policies, procedures,
and safeguards to prevent unauthorized access, use, or disclosure of Personal
Information.
Vendor shall make the Personal Information available to amend as directed by Cityand
incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Vendor shall certify its return or destruction upon expiration or
termination of the Agreementand the Vendor shall retain no copies. If Vendor and City
mutually determine that return or destruction is not feasible, the Vendor shall not use
the Personal Information in a manner other than those permitted or authorized by
state and federal laws.
Vendor shall notify City in writing immediately upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notification of any unauthorized access, use or disclosure.
The details of the notification must be approved by City.
Any breach of this clause may result in termination of the Agreement and the demand
for return of all Personal Information.
B. Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules, and
regulations.
15. Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s
reasonable control. When such delays beyond the Vendor’s reasonable control occur, the
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City agrees the Vendor is not responsible for damages, nor shall the Vendor be deemed to
be in default of the Agreement.
16. Successors and Assigns: Neither the City nor the Vendorshall assign, transfer or encumber
any rights, duties or interests accruing from this Agreement without the written consent
of the other.
17. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Iva Clark, Prosecution Director
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6483
Email: iclark@rentonwa.gov
Email: CityClerk@Rentonwa.gov
Email legaladmin@rentonwa.gov
VENDOR
Jeff Karpel
9717 Landmark Parkway, Suite 200
St. Louis, MO 63127
Phone: (314) 892-6300
Email: karpel@karpel.com
18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Vendor agrees as follows:
A. Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard
to the Work performed or to be performed under this Agreement, shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Vendor will take affirmative action to ensure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
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color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Vendor fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreementin whole
or in part.
D. The Vendor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council
Resolution Number 4085.
19. CJIS Compliance:Client Content stored by Vendor may contain information that is subject
to federal and state laws governing Criminal Justice Information Systems. Vendor warrants
and represents that each and every Vendor employee that will have access to Client
Content will be subject to applicable FBI required training and security/background checks,
and be required to sign FBI required certifications in the form attached to the Federal
Bureau of Investigation Criminal Justice Information ServicesSecurity Addendum attached
hereto as Exhibit B, or as such addendum and certification requirements may be revised
and required by law in the future.
The City may require Vendor’s employees, agents, consultants, or subcontractors to
complete a brief questionnaire and complete fingerprinting as part of the background
investigation process. The required background check will review and evaluate driving
records, criminal records, employment histories, military records, personal and
employment references, and related material. Vendor staff failing the background check
may, at the sole discretion of the City, be restricted from working within secured areas or
with City systems in any capacity. The Vendor will assign alternate staff who have passed
the background check to meet the requirements of the Agreement.
20. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Vendor.
B. Vendorwill not be reimbursed for job related expensesexcept to the extent specifically
agreed within the attached exhibits.
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C. Vendor shall furnish all tools and/or materials necessary to perform the Work except
to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Vendorto provide
Work he/she will acquire or maintain such at his/her own expense and, if Vendor
employs, sub-contracts, or otherwise assigns the responsibility to perform the Work,
said employee/sub-contractor/assignee will acquire and or maintain such training,
licensing, or certification.
E. This is a non-exclusive agreement and Vendor is free to provide his/her Work to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement.
F. Vendor is responsible for his/her own insurance, including, but not limited to health
insurance.
G. Vendoris responsible for his/her own Worker’s Compensation coverage as well as that
for any persons employed by the Vendor.
21. Other Provisions:
A. Approval Authority. Each individual executing this Agreementon behalf of the City and
Vendor represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the City or Vendor.
B. General Administration and Management. The City’s project manager is Iva Clark /
Prosecution Division Director, City Attorney / iclark@rentonwa.gov or 425-430-6483.
In providing Work, Vendor shall coordinate with the City’s contract manager or his/her
designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Vendor proposals and this
Agreement, the terms of this Agreementshall prevail. Any exhibits/attachments to this
Agreement are incorporated by reference only to the extent of the purpose for which
they are referenced within this Agreement. To the extent a Vendor prepared exhibit
conflicts with the terms in the body of this Agreement or contains terms that are
extraneous to the purpose for which it is referenced, the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
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E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Vendor and all of the Vendor’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Vendor
hereby expressly consents to the personal and exclusive jurisdiction and venue of such
court even if Vendor is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth
in the description of the Work is essential to the Vendor’s performance of this
Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
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M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Vendor from enforcing that provision or any other provision
of this Agreement in the future. Waiver of breach of any provision of this Agreement
shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
N. Counterparts. The Parties may execute this Agreementin any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this
one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
VENDOR
By:____________________________
Armondo Pavone
Mayor
Jeff Karpel
CEO
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
IT-Contract Template 6/17/2021
3/1/2024
_________________
eff Karpel
3/14/2024
Approved by Shane Monloney via memo 3/1/2024
PAGE 14 OF 34
Exhibit A - Scope of Work
RENTON CITY PROSECUTOR’S OFFICE
CITY OF RENTON, WASHINGTON
AND
PROSECUTORbyKarpel® & HOSTEDbyKarpel®
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TABLE OF CONTENTS
1. DEFINITIONS..........................................................Error! Bookmark not defined.
2. SCOPE OF WORK...................................................Error! Bookmark not defined.
3. OTHER WORK........................................................Error! Bookmark not defined.
4. CLIENT RESPONSIBILITIES & OBLIGATIONS...........Error! Bookmark not defined.
5. INVESTMENT SUMMARY AND PRICING................Error! Bookmark not defined.
5.1 Payment Terms.........................................Error! Bookmark not defined.
6. ANNUAL SUPPORT .............................................................................................25
6.1 TECHNICAL SUPPORT FEES........................Error! Bookmark not defined.
6.2 SERVICE LEVEL COMMITMENT...............................................................25
7. OWNERSHIP OF INTELLECTUAL PROPERTY........................................................27
8. LICENSE TERMS AND USE...................................................................................28
9. WARRANTY.........................................................................................................30
10. LIMITATION OF LIABILITY...................................................................................31
11. TERMINATION....................................................................................................31
12. NON-SOLICITATION AND CONFIDENTIALITY OBLIGATIONS ..............................32
13. MISCELLANEOUS................................................................................................32
MEMORANDUM OF UNDERSTANDING (MOU).................Error! Bookmark not defined.
PAGE 16 OF 34
Karpel Solutions (hereinafter referred to as “Karpel Solutions”) and Renton City Prosecutor’s Office
(hereinafter referred to as “Client”)
1. DEFINITIONS
1. “Confidential Information” . The Confidential Information of Client includes, without limitation,
Personally Identifiable Information and Client Content. Confidential Information shall not include
information which the party receiving the information can demonstrate: (i) was in the possession
of or known by it without an obligation of confidentiality prior to receipt of the information, (ii) is
or becomes general public knowledge through no act or fault of the party receiving the
information, (iii) is or becomes lawfully available to the receiving party from a third party without
an obligation of confidentiality, or (iv) is independently developed by the receiving party without
the use of any Confidential Information.
2. “Client Content” means all data, information, documents, and files Client uploads or inputs into
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
conjunction with the use of the Software Program(s). Personally Identifiable Information shall be
considered Confidential Information.
8. “Software Program(s)” means the PROSECUTORbyKarpel® and/or DEFENDERbyKarpel® 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 the Service Level Commitments for the delivery of the Services.
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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
prior to
Go Live
date
Project Pre-Implementation Meeting is scheduled. Server Connection Credentials to the
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.
120
July 7, 2024 Server & PC assessment completed and any necessary hardware or software ordered to
meet PBK Installation Prerequisites.
Assigned resources: Client Project Manager and IT.
100
July 17, 2024 Pre-implementation meeting with Client Project Manager and System Administrators.
Project Team is selected including Karpel Staff and Client System Administrators. (One
Client System Administrator must be a Policy Setting Attorney). This meeting will begin
with application overview, legacy data application analysis, reports, and interface
definitions of current existing interfaces. PbK Pre-load configuration is explained, and
initial Document Templates are received. Workflow pre-configuration is conducted.
Review of timeline to meet scheduled "go live" date.
Assigned Resources: Karpel Project Manager. Client Project Manager and system
administrators.
90
July 27, 2024 Teleconference status meeting with Karpel and Client Project Manager to review
progress on hardware/software assessments, finalize pre-implementation meeting
timeline agreement.
Assigned resources: Karpel Project Manager, Client Project Manager and system
administrators.
80
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August 16, 2024 First Data Conversion Webinar -Data is reviewed on Karpel servers along with the PbK
Pre-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 Manager, system administrators, and selected data validation users.
60
August 31, 2024 Teleconference status meeting with Karpel and Client Project Manager will occur to
review progress and answer additional questions regarding pre-load spreadsheet.
Assigned resources: Karpel Project Manager, Client Project Manager/system
administrators.
45
August 31, 2024 Karpel Support installation and application testing on each workstation should begin at
this time. Karpel Solutions or local IT support will schedule workstation application
testing and follow Karpel testing procedures to thoroughly test browser functional ity,
document generation, Outlook Calendaring and email on each workstation.
Assigned resources: Karpel Project Manager and Karpel Support Technicians. Client
Project Manager and IT.
45
###############Online document template conversion review- Client will review converted templates for
accuracy and report any inaccuracies to Karpel over the next two weeks.
Assigned resources: Karpel Project Manager and document conversion specialist.
Client Project Manager and system administrators.
40
###############Client project manager will provide Karpel with any additional legacy data, additional
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.
35
###############Training Schedule is completed with assignment of all office staff to specific training
sessions. The Policy Setting Attorney must attend the initial Configuration, Case Initiation
and Event Entry sessions at a minimum. Training room and equipment are verified.
Assigned resources: Karpel Project Manage r. Client Project Manager and system
administrators
35
PAGE 19 OF 34
###############Mock Go-Live, Data Conversion Review, System Administrator Training and Final
system walkthrough -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.
30
###############Teleconference status meeting with Karpel and Client Project Manager to review current
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.
21
October 1, 2024 Complete installation and testing of all workstations by Karpel Solutions or local IT
support.
Assigned resources: Karpel Project Manager. Client Project manager and IT.
14
October 8, 2024 Final teleconference status meeting with Karpel and Client Project Manager to verify
final data accuracy and training area is prepared for scheduled training.
Assigned resources: Karpel Project Manager. Client Project Manager and system
administrators.
7
October 12, 2024 Final legacy data received by Karpel.
Assigned resources: Karpel Project Manager and data migration specialist. Client
Project Manager and IT.
3
November 18, 2024 Final Data Conversion is loaded. Karpel trainers arrive at the training room. Final
configuration of PbK is reviewed with all system administrators present. User training
begins. Client begins using PbK in a live state.
Go Live
Date
(hereinafter referred to as “the Project Scope/Timeline”).
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” and will require a written amendment to the
Agreement per Section 4 – Compensation and Section 20.C – Other Provisions.
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
PAGE 20 OF 34
custom programming items not a part of the ordinary functionality of Microsoft Word®, Microsoft Works®
and/or Corel WordPerfect®
3. OTHER WORK
Any additional work requirements outside this Scope of Work must be presented in the form of a written
amendment and signed by both Parties prior to start of work, via amendment process in Section 20.C –
Other Provisions.
4. CLIENT RESPONSIBILITIES & OBLIGATIONS
In order for the project to be completed on time and on budget, Client shall provide at a minimum:
1. Monitored access to Client facilities while onsite, as deemed necessary by the Karpel Solutions
project manager.
2. Monitored 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. 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.
4. An authorized attorney with decision making authority to assist in the definition of any project
unknowns.
PAGE 21 OF 34
a. Appointed decision maker must be present during the following activities:
i. Project kickoff
ii. Establishment of timeline
iii. Workflow meetings
iv. Interface definition meetings and signoff
v. Charge language review and approval
vi. Document template review and signoff
vii. Data conversion review and signoff
5. Sufficient time for all data conversion reviews, if applicable, will include a minimum of:
a. Verification and review of ten (10) cases per year for each Client department of any legacy
system(s) data during each review.
b. Client is responsible for validating their data and code table set up during the project.
Validating data is key to a successful implementation. If issues arise with converted data
after go-live, Karpel Solutions will determine if a fix is possible, and an additional fee may
be required for the work required to fix the issue.
6. PASSWORD PROTECTION AND USER REQUIREMENTS. Access to the Software Program(s) is
password-protected. Karpel Solutions provides multiple authentication alternatives for access to
the Software Program(s). KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE OF STRONG
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)that is not initiated or within the control of Karpel Solutions, including without
limitation, access caused by data destruction and/or failure to protect the login and password
information of Client’s 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): (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
PAGE 22 OF 34
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.
When feasible, Karpel Solutions will provide reasonable notice to Client upon suspension of the
Software Program(s). If suspension is due to an alleged breach by Client, Karpel will provide the
City a reasonable opportunity to cure prior to suspension or termination. If Client’s access will be
suspended for longer than 2 hours during Client’s regular business/court hours, Karpel will provide
Client with secure access to any available Client Content needed for Client’s continuity of
operations in a manner agreed by the Parties or as provided in Paragraph 5.c of this Agreement. In
cases of security breaches, Karpel will follow its Disaster Recovery Plan to restore access.
5. INVESTMENT SUMMARY AND PRICING
Karpel Solutions will perform its Services in exchange for payment as set forth below.
Software Products/Licensing Qty.Price Total
PROSECUTORbyKarpel 10 $2,250 $22,500
External Agency Portal 1 $5,000 $5,000
Total Software $27,500
Installation Services Qty.Price Total
PROSECUTORbyKarpel Installation and Configuration 1 $1,000 $1,000
Data Preload 1 $1,500 $1,500
Client Support Tool, Scanning Tool and System Compatibility
Check (per computer)10 $50 $500
Total Installation Services $3,000
Professional Services Qty.Price Total
Project Management No Additional Cost
Pre-Implementation Services (hours, remote)8 $150 $1,200
Data Conversion: LawBase 1 $7,500 $7,500
Data Conversion: File folders consistently named on file
server 1 $7,500 $7,500
Mock Go-Live and System Administrator Training (30 days
prior to go-live, hours, remote)4 $150 $600
Document Template Setup, Training and Conversion of Up
To 100 Document (max of 50 Civil) Templates 1 $2,500 $2,500
Total Professional Services $19,300
Training Services Qty.Price Total
Onsite Go-Live Training (days)4 $1,200 1 resource $4,800
Total Training Services $4,800
PAGE 23 OF 34
Customization Services Qty.Price Total
Interface: OPTIONAL 0 $0
Total Customization Services $0
Estimated Travel Expenses $3,600
Total One-Time Costs $58,200
Sales Tax $6,957.38
Total with Sales Tax $65,157.38
Annual Support Services Qty.Price Total
PROSECUTORbyKarpel 10 $450 $4,500
External Agency Portal 1 $1,000 $1,000
Hosted Services (per user/year)10 $100 $1,000
Unlimited eDiscovery 1 $1,250 $1,250
Total Annual Support Services $7,750
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.
PAGE 24 OF 34
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.
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 unapproved changes to the Project
Scope/Timeline caused by Client 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. Karpel Solutions will seek approval from Client if additional work becomes necessary to make
requested changes during the project and will require a written amendment to the Agreement per
Section 4 – Compensation and Section 20.C – Other Provisions.
PAGE 25 OF 34
5.1 Payment Terms
50% of the Software Program(s) User Licenses is due and must be paid upon execution of this
Agreement by Client, with the remaining amount, including first year annual fees, due and payable
within thirty (30) days of completion of implementation of the Software Program(s) and initial training
provided to Client by Karpel Solutions. The Software Program(s) User License 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.
RENEWAL TERM PRICING. Recurring Costs are to be billed annually and are not to exceed an increase
of 5% year over year unless otherwise agreed by both Parties. The 5% increase limitation does not
apply to increases in hosting fees to the extent the increase is passing through third party hosting fees
incurred by Karpel Solutions. 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.
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 the Agreement. If Client elects to renew the
annual support service, Karpel Solutions has the right to increase current pricing for annual support at
the time of renewal, provided that notice of the increased pricing is provided to Client prior to the
effective date of the renewal of the annual support service.
PAGE 26 OF 34
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:
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.
PAGE 27 OF 34
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
UPTIME: Karpel Solutions is committed to providing the Software Program(s) in a consistent and
reliable manner. Karpel Solutions will provide the Software Program(s) to Client with a stated
minimum uptime of 99.5% to Client.
SCHEDULED MAINTENANCE: Karpel Solutions periodically performs scheduled maintenance
Including, but not limited to, preventative, or emergency maintenance of the Software Program(s).
Client understands that scheduled maintenance may affect availability of the Software Program(s).
If scheduled maintenance is to be performed, Karpel Solutions will provide notice to Client three
(3) days prior to the scheduled maintenance. Karpel Solutions will make every effort to schedule
maintenance outside of normal business hours of Client between the hours of ten (10) p.m. and
five (5) a.m. Central Standard Time.
DATA RETENTION AND BACKUPS: As a part of the Software Program(s), Karpel Solutions will use
its best efforts to maintain consistent, regular, and validated backup of Client Content and
Confidential Information imported into the Software Program(s) in accordance with the Microsoft
Azure government cloud network’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.
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 Client’s own
PAGE 28 OF 34
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).
DATA TRANSMISSION: Karpel Solutions ensures that all data transmitted to and from the Software
Program(s) is transmitted at a minimum level of 128-bit SSL encryption using digital certificates
issued by an internationally recognized domain registrar and certificate authority.
DATA LOCATION: Karpel Solutions will maintain the Software Program(s), Client Content
and Confidential Information of Client in a SAS 70/SSAE 16 certified data facility.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
KARPEL SOLUTIONS OWNERSHIP: Karpel Solutions retains all rights, title, and interests in and to the
Software Program(s) and any related Intellectual Property. Any suggestions, solutions, improvements,
corrections, or other contributions Client provides regarding the Software Program(s) will become the
property of Karpel Solutions, and Client hereby assigns all such rights to Karpel Solutions without charge.
Client is granted a non-exclusive, non-transferable license with respect to the Software Program(s) on the
terms and conditions set forth in this Agreement.
CLIENT OWNERSHIP: Client retains all rights, title, and interests in and to Client Content. Client hereby
grants to Karpel Solutions and Karpel Solutions hereby accepts a non-exclusive, non-transferable,
worldwide, fully paid license to use, copy, and modify Client Content solely to the extent necessary and for
the sole purposes of providing access to the Software Program(s) or otherwise complying with its
obligations under this Agreement.
COPYRIGHT. Karpel Solutions reserves the right to seek damages if Client is responsible for a violation of
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.Except that the parties agree that this agreementis subject to the Public Records Act RCW 42.56.
is not exempt or precluded under copyright or proprietary laws and may be disclosed by the City.
8. LICENSE TERMS AND USE
The Software Programs are proprietary products of Karpel Solutions. They are licensed (not sold) and are
licensed to Client for its use and only in accordance with the terms set forth below. During the term of this
Agreement, Karpel Solutions hereby grantsClient 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 29 OF 34
1. Karpel Solutions hereby grants Client a non-exclusive and non-transferable sublicense to use any
associated Documentation furnished.
2. Client cannot distribute, rent, sublicense, or lease the Software Program(s). A separate license of
the Software Program(s) is required for each authorized user or employee. Each license of the
Software Program(s) may not be shared by more than one full time employee or user (defined as
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).
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 escorted 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.
In the event that an audit reveals unauthorized use, reproduction, distribution, or other
exploitation of the Software Program(s), Karpel Solutions shall be entitled to, and Client must pay
to Karpel Solutions, the monetary equivalent of the costs that would have been incurred by Client
had Client properly obtained the license, installation and training for the unauthorized user(s)
associated with each violation, and Client will also reimburse Karpel Solutions for the reasonable
cost of the audit, in addition to any other remedies to which Karpel Solutions may be entitled under
the law.
3. This license does not transfer any rights to Software Program(s) source codes, unless Karpel
Solutions ceases to do business without transferring its obligations under this Agreement to
another qualified software business. Karpel Solutions will, at Client’s expense, enter into escrow
agreement for the storage of the source codes.
4. Client may not use, copy, modify, or transfer the Software Program(s) or Documentation, in whole
or in part, except as expressly provided herein. The Software Program(s) and the Documentation
are protected by copyright and trade secret laws. Karpel Solutions retains all rights in any copy,
derivative or modification to the Software Program(s) and Documentation no matter by whom
made. The Software Program(s) are licensed for single installations of one full time employee or
two part-time employees as set forth above. A separate license is required for each installation of
the Software Program(s). Client shall not provide or disclose or otherwise make available the
Software Program(s) or any portion thereof in any form to any third party. Client acknowledges
that unauthorized copying and/or distribution will cause substantial damage to Karpel Solutions
far greater than the value of the copies involved.
5. The Software Program(s) were developed exclusively at private expense and are 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
PAGE 30 OF 34
and/or production of the Software Program(s) or Documentation by court order or otherwise,
Client shall promptly give notice to Karpel Solutions so as to allow Karpel Solutions to take
whatever steps it deems necessary to prevent such disclosure and/or production, and Client agrees
to cooperate with Karpel Solutions in connection therewith.
6. Public Agency Participation (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. Renton City Prosecutor’s Office 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. Renton City Prosecutor’s Office does
not accept any responsibility or involvement in the purchase orders or contracts issued by other
public agencies. Any such contract by another public agency must be in accordance with the
statutes, codes, ordinances, charter and/or procurement rules and regulations of such public
agency.
9. WARRANTY
1. LIMITED WARRANTY: Karpel Solutions warrants it will provide the Software Program(s) and
Services in a professional manner by qualified personnel. Karpel Solutions warrants it has the
requisite power and authority to enter into and perform its obligations under this Agreement.
Karpel Solutions warrants that the performance by Karpel Solutions of any services described in
this Agreement shall be in compliance with all applicable laws, rules, and regulations. Karpel
Solutions warrants it will provide access to and use of the Software Program(s) in material
accordance with the Service Level Commitment outlined in this Agreement. No representations or
warranties as to the use, functionality or operation of the Software Program(s) or Services are
made by Karpel Solutions other than as expressly stated in this Agreement. Karpel Solutions
disclaims all other warranties as set forth below.
Karpel Solutions makes no warranties, express or implied, as to any third-party software or as to
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 ofor the ability of software developed by Karpel
Solutions to operate with, any hardware, network, software, systems and/or external data flows
already in place at Client's facilities or as may be added by Client.
2. INTERNET: Karpel Solutions makes the Software Program(s) available to Client through the Internet
to the extent commercially reasonable, and subject to outages, communication and data flow
failures, interruptions and delays inherent in Internet communications. Client recognizes that
problems with the Internet, including equipment, software and network failures, impairments or
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.
PAGE 31 OF 34
3. SYSTEM REQUIREMENTS: Karpel Solutions provides the Software Program(s) based upon the
system requirements as specified by Karpel Solutions for Client. Client agrees that Karpel Solutions
is not liable for and agrees to hold Karpel Solutions harmless from any failure of the Software
Program(s) based upon Client’s failure to comply with the system requirements of Karpel Solutions.
4. WARRANTY LIMITATION: The warranties set forth in this Agreement do not apply if non-
compliance is caused by, or has resulted from: (i) Client’s failure to use any new or corrected
versions of the Software 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.
5. DISCLAIMER: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT
OF A USE IN TRADE OR COURSE OF DEALING OR PERFORMANCE. KARPEL SOLUTIONS DOES NOT
WARRANT: (i) THAT ACCESS TO OR USE OF ALL OR ANY PART OF THE SOFTWARE PROGRAM(S) WILL
BE CONTINUOUS, ERROR-FREE, OR UNINTERRUPTED, (ii) THAT THE RESULTS ARISING OUT 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.
6. EXCLUSIVE REMEDIES: If the Software Program(s) provided under this Agreement do not materially
comply with the requirements stated in the Limited Warranty above, Karpel Solutions’ sole
obligation shall be to correct or modify the Software Program(s) at no additional charge to Client.
If Karpel Solutions is unable to correct or modify the Software Program(s) to the satisfaction of
Client, 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
[Section Omitted – See Section 10.B of Agreement]
11. TERMINATION
[Section Omitted – See Section 5 of Agreement]
PAGE 32 OF 34
12. CONFIDENTIALITY OBLIGATIONS
CONFIDENTIALITY. Neither party shall disclose or use any Confidential Information of the other party,
except as otherwise set forth in or permitted by this Agreement.
PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or Karpel
Solutions may use in conjunction with the Software Program(s) may be confidential Personally Identifiable
Information of third parties. The parties shall use their best efforts to protect the confidentiality of
Personally Identifiable Information of third parties. Client agrees that Karpel Solutions is not liable, and
Client agrees to hold Karpel Solutions harmless from any claims arising out of disclosure of Personally
Identifiable Information caused in whole or in part by Client’s own negligence, misconduct, or fault.
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 The party seeking to
prevent or limit disclosure will do so at their owns costs to obtain a protection order.
SIMILAR PROGRAMS AND MATERIALS. Provided Karpel Solutions is not in violation of the provisions of this
Agreement regarding confidentiality, the Agreement shall not preclude Karpel Solutions from developing
for itself, or for others, programs or materials which are similar to those produced as a result of Services
provided to Client hereunder.
INJUNCTIVE RELIEF. The parties acknowledge that any breach of the non-solicitation and/or confidentiality
obligations of this Agreement will cause irreparable harm to the other party. Accordingly, the parties agree
that the non-breaching party may enforce the provisions of this Agreement by seeking an injunction,
specific performance, criminal prosecution, or other equitable relief which may be available to the non-
breaching party without prejudice to any other rights and remedies.
13. MISCELLANEOUS
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.
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.
PAGE 33 OF 34
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. Unless the anomalies create a material defect
that interferes with Client’s ability to use the Software, Client is responsible for payment for all of Karpel
Solutions’ fees for the Services at the rates stated in the Agreement whether or not a successful solution
to such anomalies or issues is achieved. In the event of a material defect, Client will be allowed to terminate
the Agreement mid-term and receive a prorated refund for any prepaid services covering the period after
the termination date.
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.
ELECTRONIC DOCUMENTS. Client and Karpel Solutions may communicate by electronic means, including,
but not limited to, facsimile documents and email. Both parties agree that a signature or an identification
code ("USERID") contained in an electronic document is legally sufficient to verify the sender's identity and
the document's authenticity, an electronic document that contains a signature or USERID is a signed
writing, and an electronic document, or any computer printout of it, is an original when maintained in the
normal course of business.
SEVERABILITY. 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.
MARKETING. Client agrees that Karpel Solutions may not without written permission from Client to 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.
PAGE 34 OF 34
Mailing Contact:Billing Contact:
Renton City Attorney
1055 S Grady Way
Renton, WA 98057
Lacey Pires, IT Administrative Secretary 1
206-584-1175
ITbilling@rentonwa.gov
1055 S Grady Way,
Renton, WA 98057
Tax Exempt? No X Yes □ If yes, please attach copy of tax exempt certificate
Client Project Manager Contact:
Iva Clark, Prosecution Division Director
425-430-6483
iclark@rentonwa.gov
AND
Melissa Carasa, Legal Analyst
425-430-6497
mcarasa@rentonwa.gov
Client Decision Making Attorney for Project:
Iva Clark, Prosecution Division Director
425-430-6483
iclark@rentonwa.gov
Project IT Contact:
Deborah Scott, Senior Business Systems Analyst
425-430-6939
10/01/2022
CJISD-ITS-DOC-08140-5.9.1
H-6
FEDERAL BUREAU OF INVESTIGATION
CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
The goal of this document is to augment the CJIS Security Policy to ensure adequate
security is provided for criminal justice systems while (1) under the control or management of
a private entity or (2) connectivity to FBI CJIS Systems has been provided to a private entity
(contractor). Adequate security is defined in Office of Management and Budget Circular A-
130 as “security commensurate with the risk and magnitude of harm resulting from the loss,
misuse, or unauthorized access to or modification of information.”
The intent of this Security Addendum is to require that the Contractor maintain a
security program consistent with federal and state laws, regulations, and standards (including
the CJIS Security Policy in effect when the contract is executed), as well as with policies and
standards established by the Criminal Justice Information Services (CJIS) Advisory Policy
Board (APB).
This Security Addendum identifies the duties and responsibilities with respect to the
installation and maintenance of adequate internal controls within the contractual relationship so
that the security and integrity of the FBI's information resources are not compromised. The
security program shall include consideration of personnel security, site security, system
security, and data security, and technical security.
The provisions of this Security Addendum apply to all personnel, systems, networks and
support facilities supporting and/or acting on behalf of the government agency.
1.00 Definitions
1.01 Contracting Government Agency (CGA) - the government agency, whether a Criminal
Justice Agency or a Noncriminal Justice Agency, which enters into an agreement with a private
contractor subject to this Security Addendum.
1.02 Contractor - a private business, organization or individual which has entered into an
agreement for the administration of criminal justice with a Criminal Justice Agency or a
Noncriminal Justice Agency.
2.00 Responsibilities of the Contracting Government Agency.
2.01 The CGA will ensure that each Contractor employee receives a copy of the Security
Addendum and the CJIS Security Policy and executes an acknowledgment of such receipt and
the contents of the Security Addendum. The signed acknowledgments shall remain in the
possession of the CGA and available for audit purposes. The acknowledgement may be signed
by hand or via digital signature (see glossary for definition of digital signature).
3.00 Responsibilities of the Contractor.
3.01 The Contractor will maintain a security program consistent with federal and state laws,
regulations, and standards (including the CJIS Security Policy in effect when the contract is
executed and all subsequent versions), as well as with policies and standards established by the
Criminal Justice Information Services (CJIS) Advisory Policy Board (APB).
4.00 Security Violations.
(;+,%,7%
10/01/2022
CJISD-ITS-DOC-08140-5.9.1
H-7
4.01 The CGA must report security violations to the CJIS Systems Officer (CSO) and the
Director, FBI, along with indications of actions taken by the CGA and Contractor.
4.02 Security violations can justify termination of the appended agreement.
4.03 Upon notification, the FBI reserves the right to:
a. Investigate or decline to investigate any report of unauthorized use;
b. Suspend or terminate access and services, including telecommunications links. The
FBI will provide the CSO with timely written notice of the suspension. Access and
services will be reinstated only after satisfactory assurances have been provided to
the FBI by the CGA and Contractor. Upon termination, the Contractor's records
containing CHRI must be deleted or returned to the CGA.
5.00 Audit
5.01 The FBI is authorized to perform a final audit of the Contractor's systems after
termination of the Security Addendum.
6.00 Scope and Authority
6.01 This Security Addendum does not confer, grant, or authorize any rights, privileges, or
obligations on any persons other than the Contractor, CGA, CJA (where applicable), CSA, and
FBI.
6.02 The following documents are incorporated by reference and made part of this
agreement: (1) the Security Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS
Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20. The parties are also
subject to applicable federal and state laws and regulations.
6.03 The terms set forth in this document do not constitute the sole understanding by and
between the parties hereto; rather they augment the provisions of the CJIS Security Policy to
provide a minimum basis for the security of the system and contained information and it is
understood that there may be terms and conditions of the appended Agreement which impose
more stringent requirements upon the Contractor.
6.04 This Security Addendum may only be modified by the FBI, and may not be modified
by the parties to the appended Agreement without the consent of the FBI.
6.05 All notices and correspondence shall be forwarded by First Class mail to:
Information Security Officer
Criminal Justice Information Services Division, FBI
1000 Custer Hollow Road
Clarksburg, West Virginia 26306
10/01/2022
CJISD-ITS-DOC-08140-5.9.1
H-8
FEDERAL BUREAU OF INVESTIGATION
CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
CERTIFICATION
I hereby certify that I am familiar with the contents of (1) the Security Addendum,
including its legal authority and purpose; (2) the NCIC Operating Manual; (3) the CJIS Security
Policy; and (4) Title 28, Code of Federal Regulations, Part 20, and agree to be bound by their
provisions.
I recognize that criminal history record information and related data, by its very nature,
is sensitive and has potential for great harm if misused. I acknowledge that access to criminal
history record information and related data is therefore limited to the purpose(s) for which a
government agency has entered into the contract incorporating this Security Addendum. I
understand that misuse of the system by, among other things: accessing it without
authorization; accessing it by exceeding authorization; accessing it for an improper purpose;
using, disseminating or re-disseminating information received as a result of this contract for a
purpose other than that envisioned by the contract, may subject me to administrative and
criminal penalties. I understand that accessing the system for an appropriate purpose and then
using, disseminating or re-disseminating the information received for another purpose other
than execution of the contract also constitutes misuse. I further understand that the occurrence
of misuse does not depend upon whether or not I receive additional compensation for such
authorized activity. Such exposure for misuse includes, but is not limited to, suspension or loss
of employment and prosecution for state and federal crimes.
_______________________________________ _______________
Printed Name/Signature of Contractor Employee Date
______________________________________ _______________
Printed Name/Signature of Contractor Representative Date
______________________________________
Organization and Title of Contractor Representative
Karpel Solutions - CEO
Jeffery L. Karpel
Jeffery L. Karpel
3/1/2024
3/1/2024
_______________________________________________
______________________________________________________