Contract - 10-24-2017 - 9055 - Hosting Agreement with Karpel Solutions.AS -9055 Motion Items 11.
BOCC Agenda
Meeting Date: 10/24/2017
Hosting Agreement With Karpel Solutions
Submitted For: Matt Hanson, Purchasing Services
Submitted By: Matt Hanson, Purchasing Services
Department: Purchasing Services
Information
Subject and Summary Statement
Karpel Solutions has been awarded a contract with Cowlitz County to supply Prosecutor Case
Management software for the Prosecuting Attorney's Office. The County finds it beneficial to have Karpel
host the software as it decreases both cost and the need for County staff to maintain and monitor the
software on County servers.
Will Staff Attend Y / N
Purchasing Manager will attend
Department Recommendation
Purchasing Manager, IT Director and Prosecuting Attorney recommend the Board of County
Commissioners approve this request.
unsigned contract
Inbox
Dave Wallis
Dana Gigler
Matt Hanson (Originator)
Clerk of the Board
Form Started By: Matt Hanson
Final Approval Date: 10/19/2017
Attachments
Form Review
Reviewed ay Date
Dave Wallis 10/1912017 08:18
Dana Gigler 10/19/2017 08:27
Matt Hanson 10/1912017 02:01
Tiffany Ostreim 10/1912017 02:18
Started On: 10/13
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12017 03:25 PM
IQARPEL
9717 Landmark Pmkwav Ur.. Suite 200 . St. Louis. Mo 63127 . 314 -892 -6300 .
County Prosecuting Attorney's Office
Cowlitz County, WA
HOSTEDbyKarpel Agreement
For
A Hosted Solution
TABLE OF CONTENTS
1. DEFINITIONS .......................................................................................................................... ..............................2
2. FEESANDTERMS ................................................................................................................... ..............................3
3. SERVICE LEVEL COMMITMENT ............................................................................................. ............................... 4
4. CUSTOMER OBLIGATIONS ..................................................................................................... ..............................4
S. CONFIDENTIALITY .................................................................................................................. ..............................5
6. OWNERSHIP OF INTELLECTUAL PROPERTY .......................................................................... ............................... 6
7. WARRANTY ............................................................................................................................ ..............................6
8. LIMITATION OF LIABILITY ..................................................................................................... ............................... 7
9. INDEMNIFICATION ............................................................................................................... ............................... 7
10. TERMINATION ....................................................................................................................... ..............................8
11. MARKETING .......................................................................................................................... .............................10
12. GENERAL PROVISIONS .......................................................................................................... .............................10
13. ENTIRE AGREEMENT ........................................................................................................... ............................... 12
PHI
This agreement between Karpel Computer Systems Inc., a Missouri corporation, doing business
as Karpel Solutions (hereinafter referred to as "Karpel Solutions ") and Cowlitz County, a political
subdivision of the State of Washington (hereinafter referred to as "Client") is for the purposes of
reviewing this proposal and to enter into the contract below wherein Karpel Solutions agrees to provide
internet based software hosting through HOSTEDbyKarpel of the copyrighted software program known
as PROSECUTORbyKarpel® that has been licensed to Client.
1, DEFINITIONS
a. "Confidential Information" means information of either Karpel Solutions or Client which is
disclosed under this Agreement in oral, written, graphic, machine recognizable, electronic,
sample or any other visually perceptible form by one of us to the other, and which is
considered to be proprietary or trade secret by the disclosing party. Confidential
Information of Karpel Solutions expressly includes, without limitation, the Software and
Documentation. The Confidential Information of Client includes, without limitation,
Personally Identifiable Information and Client Content. Confidential Information shall not
include information which the party receiving the information can document: (i) was in the
possession of or known by it without an obligation of confidentiality prior to receipt of the
information, (ii) is or becomes general public knowledge through no act or fault of the 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.
b. "Client Content" means all data, information, documents, and file Client uploads or inputs
into PbK on the Service through the website, including, without limitation, Personally
Identifiable Information.
C. "Enhancements" means any specific configurations or customizations to the Software,
which Client may request and Karpel Solutions agrees in writing to provide.
d. "Documentation" means any operating instructions, specifications and other
documentation related to the operation, description and function of PbK, the Service or
Website provided by Karpel Solutions whether supplied in paper or electronic form.
e. "Intellectual Property" 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.
I. "Hosted" or "Hosting" means the act of providing service and access to Client Content by
the Internet.
g. "Personally identifiable Information" means any Information that may be used to identify
specific persons or individuals, which is collected by either Karpel Solutions or Client for use
in conjunction with the use of PbK on HOSTEDbyKarpel. Personally Identifiable information
shall be considered Confidential Information.
h. "PbK" means the PROSECUTORbyKarpel criminal case management system and specifically
the Client's licensed copy of PROSECUTORbyKarpei.
Service" means the HOSTEDbyKarpel hosting platform provided by Karpel Solutions which
allows internet based hosting of the Client's licensed copy of PbK through the Website.
J. "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.
k. "Software" means the Client's licensed copy of the PbK application, and includes any and all
updates, enhancements, underlying technology or content, law enforcement transfer
interfaces, other Enhancements and any Documentation as may be provided the Client by
Karpel Solutions.
Website" means the content and functionality currently located at the domain
www.hostedbykarpel.com on the Internet, or any successor or related domain that provides
access to the Software and Service
2, FEES AND TERMS
a. FEES. Client will pay Karpel Solutions $5 per month for each user that has access to the
Software through the Service and Website. A total of 21 users of Client are authorized
access to the Service under this Agreement and the aggregate space for all users and all
information hosted by the Service is limited to one terabyte (1TB) of storage. Additional
users can be added at any time by Client at a rate of $5 per month. If storage exceeds 1TB,
any additional storage above 1TB will be billed at a flat rate of $100 per 1TB / per month
with no additional notice provided to the Client. Client will be billed on an annual basis.
In the event Client or Karpel terminates this agreement, Client understands and agrees to
pay $1,000 to Karpel Solutions for work in connection with the return of Client Content and
Confidential Information.
Client will pay Karpel Solutions a flat one -time fee of $1000.00 for the migration of their PbK
licensed copy to the Service accessible through the Website
b. TERM. The term of this Agreement shall be for (1) year and will begin upon Karpel Solutions'
receipt of Client's full payment of the applicable fees for a year, Such term shall be
perpetual and automatically renew for subsequent terms of equal length, unless either
Karpel Solutions or Client gives notice to the other party thirty (30) days prior to the
expiration of the then - current term of intent not to renew. Prior to the expiration of the
term, Karpel Solutions will send Client a renewal invoice, which must be paid in full within
thirty (30) days from the date of the Invoice. Pricing of subsequent annual terms may be
subject to change at the sole discretion of Karpel Solutions but is limited to 5 %.
c. INTEREST AND LATE FEES. Past due accounts will be charged interest on a monthly basis,
calculated at one and one -half percent (1.5 %) per month of the unpaid balance or the
maximum rate allowable by law.
3. SERVICE LEVEL COMMITMENT
a. UPTIME. Karpel Solutions is committed to providing the Software, Website and Service in a
consistent and reliable manner. Karpel Solutions will provide the Software, Website and
Service to Client with a stated minimum uptime of 99.5% to Client.
b. SCHEDULED MAINTENANCE. Karpel Solutions periodically performs scheduled maintenance
including but not limited to outline, preventative or emergency maintenance of the
Software, Website, and /or Service. Client understands that schedule maintenance may
affect availability of the Service, Website, and /or Software. If schedule maintenance is to be
performed Karpel Solutions will provide notice to Client three (3) days prior to the
scheduled maintenance. Karpel Solutions will make every effort to schedule maintenance
outside of normal business hours of the client between the hours of ten (10) p.m. and five
5) a.m. Central Standard Time.
c. DATA RETENTION AND BACKUPS. As a part of the Service and Website, Karpel Solutions will
maintain under this Agreement consistent, regular and validated backup both onsite and
offsite of the Client Content, Confidential Information and Software. Backups occur and will
be maintained pursuant to Karpel Solutions internal backup policies. Upon written request,
Karpel Solutions will make available to Client a copy of Karpel Solutions' current backup
policies and procedures.
d. AUDITS AND SECURITY, Karpel Solutions is committed to maintaining the security of Client
Content, Confidential Information, and Software on Karpel Solutions' Service and Website.
Karpel Solutions will maintain the Software, Website and Service in a secure manner subject
to the Customer Obligations outlined below. Karpel Solutions will perform annual security
audits of the Website and Service to ensure the integrity and security of the Website and
Service. Results of the Audits and Security Policy for Karpel Solutions will be made available
to Client upon written request.
e. DATA TRANSMISSION. Karpel Solutions ensures that all data transmitted to and from the
Service and Website is transmitted at a minimum level of 128 -bit SSL encryption using digital
certificates Issued by an internationally - recognized domain registrar and certificate
authority.
f. DATA LOCATION. Karpel Solutions will maintain the Service, Software, Client Content and
Confidential Information of Client in a SAS 70 /SSAE 16 certified data facility.
4. CUSTOMER OBLIGATIONS
a. PASSWORD PROTECTION. Access to the Software through the Service and Website is
password- protected. Karpel Solutions provides multiple- authentication alternatives for -
access to the Website and Software. KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE
Of STRONG PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's
use of the Service, Website or Software. Only the number of users set forth above may
access the Service and Website. Client must inform their users that they are subject to, and
must comply with, all of the terms of this Agreement. Client is fully responsible for the
activities of Client's employees and authorized agents who access the Service and Website.
Karpel Solutions is not liable for any unauthorized access to the Service and Website,
including without limitation access caused by failure to protect the login and password
information of users.
b. RESTRICTIONS ON USE. Client agrees to conduct all activities on the Service and Website in
accordance with all applicable laws and regulations. Access to the Service, Website,
Software and Documentation must be solely for Client's own internal use. Client may not
and may not allow any third party to) (1) decompile, mirror, translate, disassemble or
otherwise reverse engineer any part of the Software, source code, algorithms, or underlying
ideas of the Software; (ii) provide, lease, lend, subcontract, sublicense, re- publish or use for
timesharing, service bureau or hosting purposes any or all of the Software or
Documentation; or (iii) reproduce, modify, copy, distribute, publish, display or create
derivative works of any or all of the Software or Documentation or (iv) alter, remove, or
obscure any copyright, trademark or other proprietary notices or confidentiality legends on
or in the Software or Documentation.
c. SUSPENSION. Karpel Solutions reserves the right to immediately suspend access to Software
without notice and at any time that Karpel Solutions suspects or has reason to suspect a
security, data breach or if suspension Is necessary to protect its rights, Client's rights or the
rights of a third party. Karpel Solutions will Immediately contact Client upon suspension of
the Service and Website.
5, CONFIDENTIALITY
CONFIDENTIALITY. Confidential Information may not be, directly or indirectly, copied,
reproduced, or distributed by either party to the Agreement receiving the Confidential
Information except to the extent necessary for the receiving party to perform under the
terms of this Agreement and only for the sole benefit of the party disclosing the Confidential
Information. The party to the Agreement receiving Confidential Information may not,
directly or indirectly, sell, license, lease, assign, transfer or disclose the Confidential
Information of the disclosing party, except as allowed under the terms of this Agreement or
upon written consent of the disclosing party.
a. PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or
Karpel Solutions may use in conjunction with the Software may be confidential Personally
Identifiable Information. Karpel Solutions shall use all best efforts to protect the
confidentiality of Personally Identifiable Information. Karpel Solutions shall have no liability
for disclosure of Personally Identifiable Information caused by Client's own negligence or
misconduct.
b. DISCLOSURE REQUIRED BY LAW. In the event that any Confidential Information is required
to be disclosed pursuant to any law, code, regulation or court order from a court of -
competent jurisdiction, the receiving party shall give the disclosing party immediate written
notice of such requirement and shall use its best efforts to seek or to cooperate with the
disclosing party in seeking a protective order with respect to the Confidential Information
requested.
c. INJUNCTIVE RELIEF. Any breach of the confidentiality provisions of this Section will cause
irreparable harm to the other party. The parties agree that the non- breaching party may
enforce the provisions of this Section by seeking an injunction, specific performance,
criminal prosecution or other equitable relief without prejudice to any other rights and
remedies the non - breaching party may have.
6. OWNERSHIP OF INTELLECTUAL PROPERTY
a. KARPEL SOLUTIONS OWNERSHIP. Karpel Solutions retains all right, title and interest in and
to the Software, Documentation, Website, Service and related intellectual Property. Any
suggestions, solutions, improvements, corrections or other contributions Client provides
regarding the Software, Documentation, Website or Services will become the property of
Karpel Solutions and Client hereby assigns all such rights to Karpel Solutions without charge.
b. CLIENT OWNERSHIP. Client retains all rights, title and interest in and to the Client Content,
and all related Intellectual Property. Client hereby grants to Karpel Solutions and Karpel
Solutions hereby accepts a non - exclusive, non - transferable, worldwide, fully -paid license to
use, copy, and modify the Client Content solely to the extent necessary and for the sole
purposes of providing access to the Software, Documentation, Website, and Services or
otherwise complying with its obligations under this Agreement.
7. WARRANTY
a. LIMITED WARRANTY. Karpel Solutions warrants it will provide the Services and Website in a
professional manner by qualified personnel. Karpel Solutions warrants it has the requisite
power and authority to enter into and perform its obligations under this Agreement. Karpel
Solutions warrants that the performance by Karpel Solutions of any services described in the
Agreement shall be in compliance with all applicable laws, rules and regulations. Karpel
Solutions warrants it will provide access to and use of the Software, Service and Website in
material accordance with the Service Level Commitment outlined above. No representations
or warranties as to the use, functionality or operation of the Website, Software, or Service
are made by Karpel Solutions other than as expressly stated in this Agreement.
b. INTERNET. Karpel Solutions makes the Website, Software and Services available to Client
through the internet to the extent commercially reasonable, and subject to outages,
communication and data flow failures, interruptions and delays inherent in 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 Service, Website or
Software. Karpel Solutions is not liable for any delays, interruptions, suspensions or
unavailability of the Website or Software attributable to problems with the Internet or the
configuration of Client's computer systems or network.
c. SYSTEM REQUIREMENTS. Karpel Solutions provides the Services and Website based upon
the system requirements as specified by Karpel Solutions for Client. Karpel Solutions has no
liability for any failure of the Services or the Software based upon Client's failure to comply
with the system requirements of Karpel Solutions,
d. WARRANT LIMITATION, The warranties set forth in this Agreement do not apply if non-
compliance is caused by, or has resulted from (1) Client's failure to use any new or corrected
versions of the Software or Documentation made available by Karpel Solutions, (11) use of
the Software or Documentation by Client for any purpose other than that authorized in this
Agreement, (iii) use of the Software or Documentation in combination with other software,
data or products that are defective, incompatible with, or not authorized in writing by
Karpel Solutions for use with the Software or Documentation, (iv) misuse of the Software or
Documentation by, (v) any malfunction of Client's software, hardware, computers,
computer - related equipment or network connection, (vi) any modification of the Software
not performed by or otherwise authorized by Karpel Solutions in writing, or (vii) an event of
Force Majeure.
e. DISCLAIMER. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL
OTHER WARRANTIES, EITHER EXPRESS AND IMPLIED, WHICH ARE HEREBY DISCLAIMED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT,
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES
ARISING OUT OF A USE IN TRADE OR COURSE OF DEALING OR PERFORMANCE. KARPEL
SOLUTIONS DOES NOT WARRANT (1) THAT ACCESS TO OR USE OF ALL OR ANY PART OF THE
SERVICE, SOFTWARE, DOCUMENTATION OR WEBSITE WILL BE CONTINUOUS, ERROR -FREE
OR UNINTERRUPTED, (ii) THATTHE RESULTS ARISING OUT OF CLIENT'S USE OF THE
SOFTWARE, DOCUMENTATION OR WEBSITE WILL BE ACCURATE, COMPLETE OR ERROR -
FREE, OR (iii) THAT THE SERVICE, SOFTWARE, DOCUMENTATION OR WEBSITE WILL MEET
CLIENT'S NEEDS.
EXCLUSIVE REMEDIES. If the Website, or Services provided under this Agreement does not
materially comply with the requirements stated in the Limited Warranty Section outlined
above, Karpel Solutions sole obligation shall be to correct or modify the Website or Services,
at no additional charge. If Karpel Solutions determines it is unable to correct what is non-
conforming, Client's sole remedy will be to receive a refund of the fees paid for the non-
conforming or Services, even if such remedy fails of its essential purpose. You may also
terminate this Agreement as set forth in the termination provision of this Agreement.
8, LIMITATION OF LIABILITY
KARPEL SOLUTIONS IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF
KARPEL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER ASSERTED ON THE BASIS OF
CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE OR OTHERWISE.
UNLESS OTHERWISE SPECIFICALLY STATED, ALL REMEDIES AVAILABLE UNDER THIS AGREEMENT
AND ALL REMEDIES PROVIDED BY LAW, WILL BE DEEMED CUMULATIVE AND NOT EXCLUSIVE,
REGARDLESS OF THE FORM OF ANY CLAIM CLIENT MAY HAVE ARISING UNDER OR RELATING TO
THIS AGREEMENT, KARPEL SOLUTIONS LIABILITY FOR ANY DAMAGES SHALL NOT EXCEED THE
FEES CLIENT HAS PAID TO KARPEL SOLUTIONS PURSUANT TO THIS AGREEMENT IN THE PRIOR
TWELVE (12) MONTHS.
96 INDEMNIFICATION
a. CLIENT'S INDEMNIFICATION. Client will indemnify, defend, and hold harmless Karpel
Solutions from and against any and all liability, damage, loss or expense (including
reasonable attorneys' fees) arising out of (1) any claim, demand, action or proceeding,
statutory or otherwise, based on allegations arising as a result of use of the Website,
Software, Documentation or Services in a manner not expressly described or permitted by
this Agreement, (ii) use of the Website, Software, Documentation or Services in any
unlawful manner or for any unlawful purpose, (iii) Karpel Solutions' use of Client Content
that infringes any third party Intellectual Property, or (iv) Karpel Solutions' use of Client
Content as permitted by this Agreement that violates the privacy rights or the rights to
Personally identifiable Information of a third party.
b. KARPEL SOLULTIONS' INDEMNIFICATION. Karpel Solutions will at its own expense (including
payment of attorneys' fees) defend Client in the event that any suit is brought against Client
based on a claim that the Software directly infringes any valid U.S. Intellectual Property right
and shall indemnify Client from any amounts assessed against Client in a resulting judgment
or settlement of such claims. Karpel Solutions will not be liable for any cost or expense of
defense Client Incurs in connection with any such suit or claim, without Karpel Solutions'
prior and specific authorization and consent.
Notwithstanding the foregoing, Karpel Solutions has no obligations under this Section in the
event any infringement claim is solely or in part based upon or arising out of any
modification or alteration to the Software not made by Karpel Solutions, (ii) any
combination or use of the Software with products, hardware or services not supplied by
Karpel Solutions or approved in writing by Karpel Solutions in advance of such combination,
ill) Client's continuance of allegedly infringing activity after being notified of such activity, or
after being informed of modifications that would have avoided the alleged infringement, (iv)
Client's failure to use corrections or enhancements made available by Karpel Solutions, (v)
use of the Software not in accordance with the applicable Documentation or outside the
scope of this Agreement, or (vi) the use of the Software in a manner for which it was neither
designed nor contemplated.
Karpel Solutions' aggregate liability and obligation under this Section will be will not exceed
the fees Client has paid to Karpel Solutions under this Agreement in the previous twelve (12)
months. The foregoing remedies constitute Client's sole and exclusive remedies, and Karpel
Solutions' entire liability and obligation, with respect to any suit or claim for infringement or
misappropriation of third party intellectual Property or other right by the license and /or use
of the Software.
c. NOTIFICATION. The indemnification obligations set forth above will apply only if and to the
extent (i) the indemnified party gives prompt written notice to the Indemnifying party of the
assertion of any such claims, demands, action or proceeding, (ii) the indemnifying party has
the right to select counsel and control the defense and all negotiations for settlement
thereof and (iii) the Indemnified party provides all reasonable information, assistance and
cooperation required to defend such claim, demand, action or proceeding. The Indemnifying
party shall not settle or dispose of any such claim, demand, action or proceeding without
written notification to the Indemnified party provided the settlement or disposal materially
adversely impacts the indemnified party.
10, TERMINATION
TERMINATION FOR DEFAULT. If the Contractor defaults by failing to perform any of the
obligations of the contract or becomes insolvent or is declared bankrupt or makes an
assignment for the benefit of creditors, the County may, by depositing written notice to the
Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's
option, obtain performance of the work elsewhere. If the contract is terminated for default,
the Contractor shall not be entitled to receive any further payments under the contract.
Any extra cost or damage to the County resulting from such default(s) shall be deducted
from any money due or coming due to the Contractor. The Contractor agrees to bear any
extra expenses incurred by the County in completing the work, including all increased costs
for completing the work, and all damage sustained, or which may be sustained by the
County by reason of such default within the limits of available insurance coverage.
If a notice of termination for default has been issued and it is later determined for any
reason that the Contractor was not in default, the rights and obligations of the parties shall
be the same as if the notice of termination had been issued pursuant to the Termination for
Public Convenience paragraph hereof.
TERMINATION FOR PUBLIC CONVENIENCE. The County may terminate the contract in whole
or in part whenever the County determines, in its sole discretion that such termination is In
the interests of the County. Whenever the contract is terminated in accordance with this
paragraph, the Contractor shall be entitled to payment for actual work performed for
completed items of work. An equitable adjustment in the contract price for partially
completed items of work will be made, but such adjustment shall not include provision for
loss of anticipated profit on deleted or uncompleted work. Termination of this contract by
the County at any time during the term, whether for default or convenience, shall not
constitute a breach of contract by the County.
TERMINATION DUE TO INSUFFICIENT FUNDS. If sufficient funds for payment under this
contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited,
the County may terminate this contract upon thirty (30) days written notice to the
Contractor. No penalty or expense shall accrue to the County in the event this provision
applies.
TERMINATION PROCEDURE. The following provisions apply in the event that this
Agreement is terminated:
a) The Contractor shall cease to perform any services required hereunder as of the
effective date of termination and shall comply with all reasonable instructions contained in
the notice of termination, if any.
b) The Contractor shall provide the County with an accounting of authorized services
provided through the effective date of termination.
c) If the Agreement has been terminated for default, the County may withhold a sum from
the final payment to the Contractor that the County determines necessary to protect Itself
against loss or liability.
a. RIGHTS AFTER EXPIRATION OR TERMINATION. Upon expiration or termination of this
Agreement, Karpel Solutions will immediately terminate Client's access to and use of the
Website, Documentation, and Services. Upon expiration or termination of this Agreement,
each party shall immediately cease to make use of any Confidential Information received
from the other party. Within thirty (30) days of written request following termination or
expiration of this Agreement, Karpel Solutions shall coordinate with Client a mutual
agreeable manner for the return of Client Content and Confidential Information obtained or
shared during the course of the Agreement. Client understands that upon any termination
or expiration of this Agreement, Client must return to Karpel Solutions (or destroy and
certify such destruction in writing) any Documentation or other materials provided by
Karpel Solutions, whether in written or electronic form, regarding the website, Software or
Services provided under this Agreement. Termination is not an exclusive remedy.
11. MARKETING
Client agrees that Karpel Solutions may identify Client as a customer of Karpel Solutions in Karpel
Solutions' written promotional and marketing materials, as well as in any oral or visual presentations
regarding the business of Karpel Solutions. Karpel Solutions may use any non - Confidential
Information; such as aggregate statistical information as part of Karpel Solutions overall statistics for
marketing or promotional efforts.
12. GENERAL PROVISIONS
a. ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon Karpel
Solutions and Client and Karpel Solutions' respective successors and assigns.
Notwithstanding the foregoing, Client may not assign or otherwise transfer this Agreement
or Client's rights and obligations under this Agreement without the prior written consent of
Karpel Solutions, and any purported assignment or other transfer without such consent will
be void and of no force or effect, Karpel Solutions may assign and /or transfer this
Agreement or Karpel Solutions' rights and obligations under this Agreement at any time.
b. MODIFICATION AND WAIVER; SEVERABILITY. Any modifications of this Agreement must be
in writing and signed by both parties. A waiver by either party of a term or condition will not
be deemed a waiver of any other or subsequent term or condition. Should any court of
competent jurisdiction determine that any term or provision of this Agreement is
unenforceable, or otherwise invalid, the offending term or provision will be modified to the
minimum extent necessary to render it enforceable. If such modification is not possible, the
term or provision will be severed from this Agreement with the remaining terms to be
enforced to the fullest extent possible under the law.
c. FORCE MAJEURE. Except for a party's payment obligations hereunder, neither party shall be
deemed in default of this Agreement to the extent that performance of its obligations or
attempts to cure any breach thereof are delay or prevented by reason of any act of God,
government, fire, natural disaster, accident, terrorism, network or telecommunication
system failure, sabotage or any other cause beyond the control of such party ( "Force
Majeure "), provided that such party promptly gives the other party written notice of such
Force Majeure.
d. 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 orjoint ventures.
Neither party has the authority to bind, commit or make any representations, claims or
warranties on behalf of the other party without obtaining the other party's prior written
approval.
e. NOTICES. Any notices provided under this Agreement will be in writing in the English
language and will be deemed to have been properly given if delivered personally or if sent
by (1) a recognized overnight courier, (11) certified or registered mail, postage prepaid, return
receipt requested, or (iii) facsimile, if confirmed by mall. Karpel Solutions' address for such
notices is set forth below. Client's address for such notices will be the address on file with
Karpel Solutions as provided by Client. Such address or contact information may be revised
from time to time by provision of notice as described in this Section. All notices sent by mail
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will be deemed received on the tenth (10th) business day after deposit in the mail. All
notices sent by overnight courier will be deemed given on the next business day after
deposit with the overnight courier. All notices sent by facsimile will be deemed given on the
next business day after successful transmission.
Karpel Solutions
9717 Landmark Parkway, Suite 200
St. Louis, MO 63127
314) 892 -6300
mziem ianski@ karael.com
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is to be construed and
governed by the laws of the United States and the State of Washington, without regard to
conflict of laws provisions. Any dispute arising out of or in connection with this Agreement,
which cannot be settled amicably between the parties must be brought exclusively in the
appropriate court located in Washington, and Client expressly waives any and all objections
regarding jurisdiction and forum non conviens. If either Karpel Solutions or Client employs
attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing
party will be entitled to recover reasonable attorneys' fees and costs.
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13. ENTIRE AGREEMENT
By signing below, Client hereby agrees to the above Agreement. This document constitutes the
entire agreement between Client and Karpel Solutions with respect to the subject matter
discussed above. Any waiver of any provision of this Agreement will be effective only if in
writing and signed by Karpel Solutions. This Agreement supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral, regarding this subject matter.
This Agreement will Inure to the benefit of Karpel Solutions successors, assigns and licensees.
COWLITZ COUNTY
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Date, Date
KARPELSOLUTIONS
Name
c`
Title
A1-ke.st = 6y (k&' QfbL
Cle.v k o T1, e-
0 -1 +t-I
V YISIUNG70N ``
i
12