HomeMy WebLinkAbout05/18/2021 04E Resolution authorizing a Professional Services Agreement and a License, Maintenance and Support Agreement for the purchase and use of the eProsecutor prosecution case management system 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 4.E.
For Meeting of: May 18, 2021
ITEM TITLE: Resolution authorizing a Professional Services Agreement and a
License, Maintenance and Support Agreement for the purchase
and use of the eProsecutor prosecution case management system
SUBMITTED BY: Cynthia I. Martinez, Senior Assistant City Attorney
SUMMARY EXPLANATION:
The City of Yakima Prosecution Division is a paperless office. All of our case files are managed
by JustWare, a software case management system we share with the County Prosecutor. This
City and County partnership has proved valuable for workflow and substantive prosecution
purposes. The paperless prosecution environment dovetails with the electronic complaint
system used by police and the electronic court case management system. On February 25,
2020, we received notice from the owner of JustWare, Journal Technologies, they are
discontinuing service and support for JustWare effective June 30, 2021.
Faced with this challenge, the City and County began jointly searching for a replacement case
management system. An investigation of recent RFPs in Washington (Benton and Spokane
Counties)for Prosecution Case Management Systems revealed that eProsecutor, Journal
Technologies' new product, had been the successful program proposal. The other proposals
were not comparable to the eProsecutor product, and because Journal Technologies owns
JustWare and eProsecutor, migration of our prosecution data is possible.
The County Prosecutor and City Legal discussed trying to get by with a non-supported JustWare.
However, County and City Info Systems discouraged this option because each of our agencies is
paperless or nearly paperless and the stakes are high if we lose or have no access to our data.
Journal Technologies gave a remote demonstration of eProsecutor. We found the program to be a
powerful case management tool and we have checked references. Journal Technologies has agreed,
if we sign a purchase agreement before June 30, 2021, they will service and support JustWare until
we go live with the eProsecutor. The implementation process is estimated to take nine months to a
year.
For Council's consideration are agreements concerning the purchase of eProsecutor. The first
item is an I nterlocal Agreement between the City and the County to jointly purchase e-
Prosecutor. The City would pay 25 percent of the cost and the County the remaining 75 percent.
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The total cost of the system is $170,000. This is considerably less than the first quote of
$305,000, which the parties worked to reduce. The City portion of that amount is $42,500, with
$10,000 due up front and the remaining $32,500, due upon full implementation. This split is
divided by the number of program users and also applies to the ongoing license and service
fees. The second item is the Professional Services and the License, Maintenance and Support
Agreement for the purchase and ongoing use of Journal Technologies, Inc. eProsecutor case
management system. The terms of these agreements are substantially settled. The final format
will be considered by the County Commissioners first, and then forwarded to the City.
ITEM BUDGETED: NA
STRATEGIC PRIORITY: Public Safety
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt resolution
ATTACHMENTS:
Description Upload Date Type
❑ resolution 5/12/2021 Cotter Memo
Yakima-DRAFT eSeries Professional Services 5/6/2021 Contract
Agreement v2-4.19
Yakima Draft eSeries License Maintenance and Support 5/6/2021 Contract
Agreement v2-4.19
D Exhibit B-Statement of Work(Project Workplan) 5/6/2021 Exhibit
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RESOLUTION NO. R-2021-
A RESOLUTION authorizing a Professional Services Agreement and a License,
Maintenance and Support Agreement for the purchase and use of the
eProsecutor prosecution case management system.
WHEREAS, the City of Yakima and Yakima County share a prosecution case
management system, JustWare, that is terminating and will no longer be supported on June 30,
2021; and
WHEREAS, the eProsecutor case management system is a next generation case
management system that will meet the needs of the parties; and
WHEREAS, it is in the best interest of the City and the County, and the citizens who rely
upon their services to retain a joint records system; and
WHEREAS, the City Council of the City of Yakima deems it to be in the best interest of
the City of Yakima to execute a Professional Services Agreement and a License, Maintenance
and Support Agreement for the purchase of eProsecutor case management system; now,
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is authorized to execute a Professional Services Agreement and
License, Maintenance and Support Agreement, substantially similar to the submitted agreements,
for the purchase and ongoing use of Journal Technologies, Inc. eProsecutor case management
system, the final draft to be approved by the City Attorney.
ADOPTED BY THE CITY COUNCIL this 18th day of May, 2021.
Patricia Byers, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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Journal Technologies, Inc.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (this "Agreement"), by and
between Journal Technologies, Inc., a Utah corporation (hereinafter "Journal
Technologies"), and Yakima County and the City of Yakima, political subdivisions of
the State of Washington, on behalf of the Yakima County Prosecutor's Office,the City of
Yakima City Attorney, and Yakima County Department of Assigned Counsel, (hereinafter
"Client"), is made as of the date executed by both Journal Technologies and Client(the
"Effective Date").
In consideration for the representations and agreements contained herein, the
parties hereby covenant and agree as follows:
1. DEFINITIONS
1.1 Deliverable(s)means one or more items (which may include software,
services or other items)to be delivered by Journal Technologies to Client under a
Statement of Work or this Agreement.
1.2 eSeries® Go Live has the meaning ascribed to such term in the License,
Maintenance and Support Agreement.
1.3 Legacy Data means information stored on the case management system
JustWare (and related programs), a version of which Client licensed from Journal
Technologies prior to the Effective Date of this Agreement.
1.4 License Agreement means that certain Software License, Maintenance and
Support Agreement entered into by Journal Technologies (as Licensor) and Client(as
Licensee) concurrently herewith (as such agreement may be amended from time to time
pursuant to the terms thereof).
1.5 Licensed Software has the meaning ascribed to such term in the License
Agreement.
1.6 Project means each project undertaken by Journal Technologies under
Section 2 ("Services")pursuant to a Statement of Work.
1.7 Service Fees means the fees to be paid by Client for Services, as set forth in
the Pricing Proposal attached hereto as Exhibit A for the initial Services or in the
applicable Statement of Work for additional Services.
1.8 Services means those services provided by Journal Technologies to Client
under Section 2 ("Services") of this Agreement.
1.9 Statement of Work means a statement of work, prepared and executed
pursuant to the provisions of Section 2 ("Services") of this Agreement.
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2. SERVICES
2.1 Projects. Journal Technologies agrees to provide Services to Client, as such
may be determined from time to time in accordance with the provisions of this Section 2
("Services"). All Services will be rendered in accordance with the provisions of this
Agreement,the applicable Statement of Work, if any, and any other guidelines agreed
upon in writing by Journal Technologies and Client.
2.2 Project Requests. If Client requests that Journal Technologies provide
Services to Client other than those expressly set forth in this Agreement or Exhibit A
hereto, Client shall submit a reasonably detailed Project request to Journal Technologies.
Journal Technologies shall have the right to request additional details about the proposed
Project described in the Project request. If Journal Technologies believes that it can
provide the requested Services, within a commercially reasonable time, Journal
Technologies shall submit a proposed Statement of Work to Client.
2.3 Procedure for Agreement upon Statements of Work.
2.3.1 Statement of Work. Upon Client's receipt of a proposed Statement
of Work, Journal Technologies and Client shall attempt reasonably to meet, consult
and agree upon a mutually approved Statement of Work which, unless otherwise
agreed by the parties, shall include the agreed costs and payment terms for a
Project.
2.3.2 Incorporation of Statement of Work. At such time as the parties
shall have agreed upon a Statement of Work,the Statement of Work as so
completed, approved and executed by their authorized representatives shall
constitute an agreement under and be subject to the non-conflicting provisions of
this Agreement.
2.3.3 Changes. Modifications to a Statement of Work shall be
accomplished by the negotiation and execution of an amendment reasonably
satisfactory to each of the parties, which may result in an increase or decrease in the
overall cost of a Project.
2.4 Journal Technologies' Employees and Subcontractors; Indemnification
Generally. Journal Technologies shall require all of its employees and subcontractors to
comply with the terms of this Agreement and any reasonable and lawful employment and
security policies and procedures adopted from time to time by Client. Journal Technologies
shall procure all business permits necessary to perform under this Agreement and pay all
related fees. Journal Technologies and Client shall each indemnify, defend and hold
harmless the other and their respective affiliates, officers, directors, employees and agents,
from and against any and all losses, liabilities, damages, causes of action, claims, demands,
and expenses (including reasonable legal fees and expenses) incurred by the indemnified
party, arising out of or resulting from (i)the violation by the indemnifying party or its
employees, agents, or contractors of any applicable law, order, ordinance, regulation or
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code or(ii)the negligence or intentional misconduct of the indemnifying party or its
employees, agents or contractors.
2.5 Status Reporting. Journal Technologies will provide reasonable status
reports to Client upon request.
2.6 Status Meetings. If Client so requests, Journal Technologies shall hold
periodic status meetings with Client management in order to review the status of Journal
Technologies activities.
2.7 Record Keeping and Inspection. Journal Technologies shall maintain
reasonable accounting records, in a form sufficient to substantiate Journal Technologies'
charges hereunder. Journal Technologies shall retain such records in accordance with its
general record retention policies. Client shall have the right to inspect any such records
upon reasonable notice, at Journal Technologies' main office and during Journal
Technologies' normal business hours.
2.8 Go Live. Upon the occurrence of each Go Live of the Licensed Software for
a Project, Client is deemed to have recognized that the Deliverables provided in respect of
such Project satisfy the applicable requirements therefor, except to the extent otherwise
expressly set forth in a writing signed by both parties in connection with such Go Live.
2.9 Ownership of Product of Services. Unless otherwise specified to the
contrary in the applicable Statement of Work, all data, materials, Deliverables and other
products developed by Journal Technologies under a Statement of Work or this Agreement
shall be and remain the sole and exclusive property of Journal Technologies, which shall
retain all rights therein; provided that upon payment of all required amounts by Client,
Client shall have the right to utilize any Deliverables for Client's internal purposes in
accordance with the terms and conditions of the Statement of Work and the License
Agreement.
3. WARRANTIES
3.1 Services Warranties. Journal Technologies warrants that the Services
rendered to Client pursuant to this Agreement shall be performed in a competent and
professional manner, and that each of Journal Technologies' employees, contractors and
agents assigned to perform Services pursuant to this Agreement shall have training,
background and skills commensurate with the level of performance reasonably expected
for the tasks to which he or she is assigned.
3.2 Warranty of Law. Journal Technologies warrants and represents that to the
best of its knowledge: (i) Journal Technologies has full authority to enter into this
Agreement and to consummate the transactions contemplated hereby and (ii)this
Agreement is not prohibited by any other agreement to which Journal Technologies is a
party or by which it may be bound (the "Legal Warranty"). In the event of a breach of
the Legal Warranty, Journal Technologies shall indemnify and hold harmless Client from
and against any and all losses, liabilities, damages, causes of action, claims, demands, and
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expenses (including reasonable legal fees and expenses) incurred by Client, arising out of
or resulting from said breach.
3.3 No Other Warranties. THE WARRANTIES AND REPRESENTATIONS
STATED WITHIN THIS AGREEMENT ARE EXCLUSIVE, AND IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. WARRANTIES WITH RESPECT TO THE OPERATION
OF ANY DELIVERABLE SHALL BE AS SET FORTH IN THE LICENSE
AGREEMENT OR STATEMENT OF WORK.
4. PAYMENT
Service Fees shall be payable in respect of Services provided by Journal
Technologies (including its agents and contractors)to,for, or at the request of Client or
those acting on its behalf under this Agreement, including but not limited to installation,
configuration, training and the like. If any Services are requested and provided without a
Statement of Work,they will be billed by Journal Technologies to Client in accordance
with Journal Technologies' normal billing practices at the time, on a time-and-expense
basis, with hourly rates at the then-standard rates, and expenses charged at cost, or as the
parties may otherwise agree in writing. Unless otherwise set forth in a written agreement
of the parties (including, without limitation, in any Exhibit hereto), payment for all Service
Fees for the Licensed Software shall become due and payable upon the final eSeries® Go
Live of the Licensed Software for such Project, net thirty(30) days. Unless otherwise set
forth in an applicable Statement of Work or other written agreement of the parties, any
sales, use, excise or similar taxes levied on account of payments to Journal Technologies
are the responsibility of the Client.
5. LIMITATIONS ON LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF ANTICIPATED
REVENUES (OR LIKE AMOUNTS) IN CONNECTION WITH OR ARISING OUT OF
THE SUBJECT MATTER OF THIS AGREEMENT. FURTHERMORE, CLIENT'S
TOTAL LIABILITY WITH RESPECT TO CLAIMS ARISING OUT OF THE SUBJECT
MATTER OF THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE,
THE TOTAL AMOUNT OF FEES PAYABLE HEREUNDER TO JOURNAL
TECHNOLOGIES. IN NO EVENT SHALL JOURNAL TECHNOLOGIES' TOTAL
LIABILITY WITH RESPECT TO CLAIMS ARISING OUT OF THE SUBJECT
MATTER OF THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE TOTAL
AMOUNT OF FEES PAID HEREUNDER TO JOURNAL TECHNOLOGIES.
6. CONFIDENTIALITY
6.1 Client's Responsibilities. Client hereby agrees that(i) all materials received
from Journal Technologies under this Agreement are the confidential and proprietary
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information of Journal Technologies, (ii) Client shall take all necessary steps to protect and
ensure the confidentiality of such confidential information, and (iii) except as permitted by
a Statement of Work, none of such materials shall be in any way disclosed by Client to any
third party, in whole or in part, without the prior written consent of Journal Technologies,
which may be granted or withheld in its sole discretion. If Client becomes aware of the
unauthorized possession of such materials, it shall promptly notify Journal Technologies.
Client shall also assist Journal Technologies with preventing the recurrence of such
unauthorized possession and with any litigation against the third parties deemed necessary
by Journal Technologies to protect its proprietary rights.
6.2 Journal Technologies' Responsibilities. Journal Technologies hereby
agrees that(i) any information related to the official business of Client that Journal
Technologies obtains from Client in the course of the performance of this Agreement is the
confidential and proprietary information of Client, (ii) Journal Technologies shall take all
necessary steps to protect and ensure the confidentiality of such information, and (Hi) such
information shall not be in any way disclosed by Journal Technologies to any third party,
in whole or in part, without the prior written consent of Client, which may be granted or
withheld in its sole discretion. If Journal Technologies becomes aware of the unauthorized
possession of such information, it shall promptly notify Client. Journal Technologies shall
also assist Client with preventing the recurrence of such unauthorized possession and with
any litigation against the third parties deemed necessary by Client to protect its proprietary
rights.
6.3 Confidentiality Breach. In the event a party breaches any of its obligations
under this Section 6 ("Confidentiality"),the breaching party shall indemnify, defend and
hold harmless the non-breaching party from and against any and all losses, liabilities,
damages, causes of action, claims, demands, and expenses (including reasonable legal fees
and expenses) incurred by the non-breaching party arising out of such breach. In addition,
the non-breaching party will be entitled to obtain injunctive relief against the breaching
party.
6.4 Exclusions. The provisions of this Section 6 ("Confidentiality") shall not
apply to any information (i)that is in the public domain prior to the disclosure or that
becomes part of the public domain other than by way of a breach of this Agreement, (ii)
that was in the lawful possession of Journal Technologies or Client, as the case may be,
prior to the disclosure without a confidentiality obligation to any person, (iii)that was
disclosed to Journal Technologies or Client, as the case may be, by a third party who was
in lawful possession of the information without a confidentiality obligation to any person,
(iv)that was independently developed by Journal Technologies or Client, as the case may
be, outside the scope of this Agreement or (v)that Journal Technologies or Client, as the
case may be, is required to disclose by law or legal process.
7. TERM AND TERMINATION
7.1 Term. The term of this Agreement shall commence on the Effective Date
and shall continue until terminated in accordance with the terms of this Section 7 ("Term
and Termination").
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7.2 Term of Statements of Work. Each Statement of Work pertaining to the
provision of Services, and each other written agreement for such Services, shall commence
on the date of execution of such Statement of Work or other agreement and shall continue
in full force and effect thereafter until terminated in accordance with the provisions thereof
or until the Services required have been provided and paid for. A termination of this
Agreement shall simultaneously terminate any outstanding Statements of Work or other
agreement for Services.
7.3 Termination by Journal Technologies.
7.3.1 Payment Default. Journal Technologies shall have the right to
terminate this Agreement(but reserving cumulatively all other rights and remedies
under this Agreement, in law and/or in equity), for any failure of Client to make
payments of amounts due when the same are due, and such failure continues for a
period of thirty (30) days after written notice thereof by Journal Technologies to
Client.
7.3.2 Other Client Defaults. Journal Technologies may terminate this
Agreement(but reserving cumulatively all other rights and remedies under this
Agreement, in law and/or in equity), for any other material breach by Client which
violation or breach continues for a period of thirty(30) days after written notice
thereof by Journal Technologies to Client.
7.4 Termination by Client. Client shall have the right to terminate this
Agreement(reserving cumulatively all other rights and remedies under this Agreement, in
law and/or in equity) without further obligation or liability to Journal Technologies (except
as specified in Subsection 7.5 below) if Journal Technologies commits any material breach
of this Agreement and fails to remedy such breach within thirty(30) days after written
notice by Client to Journal Technologies of such breach. Client shall have the right to
terminate this Agreement effective immediately and without prior notice if Journal
Technologies goes into liquidation or files for bankruptcy.
7.5 Effect of Termination. Termination of this Agreement or any Statement of
Work shall not affect any rights and/or obligations of the parties which arose prior to any
such termination and such rights and/or obligations shall survive any such termination.
Within thirty(30) days after the effective date of any such termination, Client shall pay
Journal Technologies' fees and expenses at its then-standard rates for all Services rendered
under the applicable Statement of Work or this Agreement up to the effective date of
termination, including, without limitation, all work in process. Upon termination, each
party shall return the confidential property of the other party obtained under the terminated
Statement of Work or this Agreement, as applicable. This includes, without limitation, all
work product of Journal Technologies produced pursuant to this Agreement or any
Statement of Work, and Client shall have no further right to retain or use such work
product following termination. In addition, the confidentiality obligations of the parties in
Section 6 ("Confidentiality") shall survive the termination of this Agreement.
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8. GENERAL
8.1 Waiver, Amendment or Modification. The waiver, amendment or
modification of any provision of this Agreement or any right, power or remedy hereunder
shall not be effective unless made in writing and signed by both parties. No failure or delay
by either party in exercising any right, power or remedy with respect to any of its rights
hereunder shall operate as a waiver thereof.
8.2 Notice. All notices under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered in person, by commercial overnight courier or
by registered or certified mail, postage prepaid, return receipt requested, and addressed as
follows:
To Journal Technologies:
Journal Technologies, Inc.
915 East First Street
Los Angeles, CA 90012
Attention: Maryjoe Rodriguez, Vice President
and
Munger, Tolles & Olson LLP
1155 F St. NW
Washington, DC 20004
Attention: Brett Rodda
To Client: Agency Name
Address
Attention Name
Title
Email
Phone
8.3 No Third Party Beneficiaries. This Agreement is not intended to create any
right in or for the public, or any member of the public, any subcontractor, supplier or any
other third party, or to authorize anyone not a party to this Agreement to maintain a suit to
enforce or take advantage of its terms.
8.4 Successors and Assigns. Neither party may assign this Agreement in whole
or part without the prior written consent of the other party; provided that Journal
Technologies may assign this Agreement to another subsidiary of Daily Journal
Corporation, directly or by operation of law, without the prior written consent of Client.
Any attempt to assign this Agreement without the prior written consent of the other party is
void and without legal effect, and such an attempt constitutes a material breach and
grounds for termination by the other party. Subject to the foregoing, all of the terms,
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conditions, covenants and agreements contained herein shall inure to the benefit of, and be
binding upon, any successor and any permitted assignees of the respective parties hereto. It
is further understood and agreed that consent by either party to such assignment in one
instance shall not constitute consent by the party to any other assignment. A transfer of
corporate control, merger, sale of substantially all of a party's assets and the like, even
though including this Agreement as an assigned asset or contract, shall not be considered
an assignment for these purposes.
8.5 Dispute Resolution. Any dispute arising under or related to this Agreement
shall be resolved exclusively as follows, with the costs of any mediation and arbitration to
be shared equally by both parties:
8.5.1 Initial Resolution by Meeting. The parties shall first attempt to
resolve amicably the dispute by meeting with each other, by telephone or in person
at a mutually convenient time and location, within thirty(30) days after written
notice of a dispute is delivered from one party to the other. Subsequent meetings
may be held upon mutual agreement of the parties.
8.5.2 Mediation. If the dispute is not resolved within sixty(60) days of
the first meeting, the parties shall submit the dispute to mediation by an
organization or company specializing in providing neutral,third-party mediators.
Client shall be entitled to select either (i)the location of the mediation or(ii)the
organization or company, and Journal Technologies shall select the other. The
mediation shall be conducted within sixty(60) days of the date the dispute is
submitted to mediation, unless the parties mutually agree on a later date.
8.5.3 Arbitration. Any dispute that is not otherwise resolved by meeting
or mediation shall be exclusively resolved by arbitration between the parties in
accordance with the Comprehensive Arbitration Rules & Procedures of JAMS,
with the arbitration to be conducted in Los Angeles, California, or another location
mutually agreed by the parties, or remotely, in accordance with terms and
conditions of JAMS' virtual arbitration services. The results of such arbitration
shall be binding on the parties, and judgment may be entered in any court having
jurisdiction. Notwithstanding the foregoing, either party may seek interim
injunctive relief from any court of competent jurisdiction.
8.6 Control of Defense. All indemnification obligations under this Agreement
are conditioned upon (i) written notice by the indemnified party to the indemnifying party
within thirty(30) days of the indemnified party's receipt of any claim for which
indemnification is sought, (ii)tender of control over the defense and settlement to the
indemnifying party and (iii) such reasonable cooperation by the indemnified party in the
defense as the indemnifying party may request; provided, however the indemnifying party
shall not, without the prior written consent of the indemnified party, settle, compromise or
consent to the entry of any judgment with respect to any pending or threatened claim
unless the settlement, compromise or consent provides for and includes an express,
unconditional release of such claim against the indemnified party.
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8.7 Force Majeure. Neither party will be liable for any delay or failure to
perform any obligation under this Agreement(except for any obligations to make
payments)where the delay or failure results from any cause beyond such party's
reasonable control including, without limitation, acts of God, labor disputes or other
industrial disturbances, electrical or power outages, utilities or other telecommunications
failures, internet service provider failures or delays, denial of service attacks, earthquake,
storms or other elements of nature, blockages, embargoes, riots, acts or orders of
government, acts of terrorism, war, epidemics, or pandemics.
8.8 Governing Law. The validity, construction and performance of this
Agreement and the legal relations among the parties to this Agreement shall be governed
by and construed in accordance with the laws of the State of California without giving
effect to its conflict of law principles.
8.9 Independent Contractor. Journal Technologies, in performance of this
Agreement, is acting as an independent contractor. Personnel supplied by Journal
Technologies (including personnel supplied by subcontractors)hereunder are not Client's
personnel or agents, and Journal Technologies assumes full responsibility for their acts.
Journal Technologies shall be solely responsible for the payment of compensation of
Journal Technologies employees and contractors assigned to perform services hereunder,
and such employees and contractors shall be informed that they are not entitled to the
provision of any Client employee benefits. Client shall not be responsible for payment of
worker's compensation, disability or other similar benefits, unemployment or other similar
insurance or for withholding income or other similar taxes or social security for any
Journal Technologies employee, and such responsibility shall solely be that of Journal
Technologies.
8.10 Severability. In the event any one or more of the provisions of the
Agreement shall for any reason be held to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or
unenforceable provision shall be replaced by a provision, which, being valid, legal and
enforceable, comes closest to the intention of the parties underlying the invalid, illegal or
unenforceable provision.
8.11 Entire Agreement. This Agreement, together with the License Agreement
and all Exhibits attached hereto and thereto, constitutes the sole and entire agreement of
the parties to this Agreement with respect to the subject matter contained herein and
therein, and supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to such subject matter
For the avoidance of doubt, the preceding sentence does not and shall not be interpreted to
supersede any existing written contracts between the parties relating to JustWare, which
contracts shall be governed solely in accordance with the terms of such contracts.
8.12 Counterparts. This Agreement and any Statement of Work may be
executed in counterparts and by the exchange of signatures by facsimile or PDF.
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IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed as
of the date last written below.
JOURNAL TECHNOLOGIES, INC.:
By: Date:
Printed Name and Title: Maryjoe Rodriguez, Vice President
YAKIMA COUNTY
By: Date:
Printed Name and Title:
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EXHIBIT A
PRICING FOR PROFESSIONAL SERVICES
(excluding license, maintenance and support fees)
One-Time Cost
JustWare to eProsecutor professional services, including
expenses (Notes)
Implementation services (including data conversion) $ 171,000
Interface (two-way with eDefender) included
$ 171,000
JustWare to eDefender professional services, including
expenses (Notes)
Implementation services (including data conversion) $ 164,000
Interfaces (two-way with eProsecutor) included
$ 164,000
$ 335,000
Notes -
The parties acknowledge that there must be significant involvement from the Client's IT
personnel during the JustWare ("Legacy Data") conversion and during work on the
interfaces. Since the Client's IT department, including the contractors that the Client's IT
department engages, will become familiar with eProsecutor®and eDefender® s ("Licensed
Software")API,the Client will be able to assist with and maintain the interfaces as well as
develop interfaces.
Interfaces and data conversion included herein shall be as set forth below in accordance
with the initial Statements of Work. Any additional interfaces and conversions will be done
pursuant to subsequent Statements of Work with additional costs. With the Client's
approval, Journal Technologies might use a third-party to assist with the conversion and
interfaces. The Client will be responsible for ensuring the cooperation of its other
contractors that are counterparties to the additional conversions and interfaces.
The parties further acknowledge that Client will be primarily responsible for
implementation work related to documents and reports. Additionally, the parties
acknowledge that the implementation will follow a model previously used by Contractor
with a separate customer, Benton County, Washington.
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There are no upfront or implementation progress payments. The $171,000 professional
service fees are due at eProsecutor Go Live and the $164,000 professional service fees are
due at eDefender Go Live (collectively referred to as "eSeries Go Live elsewhere in this
Agreement and in the License Agreement).
Journal Technologies does not provide or install hardware or operating system software, or
provide its maintenance and support. The Client acknowledges and agrees that Journal
Technologies has prepared this EXHIBIT A on the assumption that the Client is exempt
from federal excise taxes and without the inclusion of any Illinois or local sales or use taxes.
Any sales, use, excise or similar taxes levied on account of payments to Journal
Technologies are the responsibility of the Client.
Non-routine projects, including legislative-type updates and subsequent training, will be
done pursuant to a Statement of Work using an agreed upon hourly rate plus expenses.
Journal Technologies' current hourly rate is $175.
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Journal Technologies, Inc.
SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT
This SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT
(this "Agreement"), by and between Journal Technologies, Inc., a Utah corporation
(hereinafter "Licensor"), and Yakima County and the City of Yakima (hereinafter
"Licensee"), political subdivisions of the State of Washington, on behalf of the Yakima
County Prosecutor's Office, the City of Yakima City Attorney, and Yakima County
Department of Assigned Counsel, is made as of the date executed by both Licensor and
Licensee (the "Effective Date"). In consideration for the representations and agreements
contained herein, the parties hereby covenant and agree as follows:
1. DEFINITIONS
1.1 Application Administrator is a designated employee or contractor of
Licensee responsible for managing the case management system. This role includes
communicating with Licensor staff for support,troubleshooting problems, and
coordinating maintenance tasks.
1.2 Customer Data means all non-configuration, case-related data entered into,
contained in, modified in, or deleted from the Licensed Software, but not the Licensed
Software itself.
1.3 Documentation includes user, administrative and technical electronic
guides which facilitate the use of and relate to the Licensed Software,together with any
written product information, instructions, specifications or use guidelines made available
by Licensor.
1.4 eSeries® Go Live means that the Licensed Software is being Used (as
defined below) in an operational capacity with operational data in Licensee's production
environment.
1.5 Legacy System means the proprietary computer software program
JustWare and related software, including JusticeWeb and JustWare API, which Licensee
licensed from Licensor, on behalf of each of the Yakima County Prosecutor's Office and
the Yakima County Department of Assigned Counsel, prior to the Effective Date of this
Agreement, and which Licensor is replacing under the terms of this Agreement with the
Licensed Software. For the avoidance of doubt Licensee shall continue to use the Legacy
System, under the terms of separate agreements pertaining to the Legacy System of each of
the Prosecutor's Office and Department of Assigned Counsel, until the time of eSeries® Go
Live.
1.6 Licensed Software means the proprietary computer software program or
programs identified in Exhibit A ("LICENSE, MAINTENANCE AND SUPPORT
FEES"), together with all related Documentation.
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1.7 License, Maintenance and Support Fees means the fees to be paid by
Licensee to Licensor annually in advance of each year of the License Term pursuant to
Section 2.2.2 ("License, Maintenance and Support Fees").
1.8 Loss Event Expenses means all losses, liabilities, damages, causes of
action, claims, demands, expenses, professional services (including fees and costs for
attorneys, crisis management, public relations, investigation, and remediation), and breach
notification costs arising from, in connection with, or related to any of the following:
(1) a data security breach involving Customer Data;
(2) a violation of any law, statute, or regulation related to data security or
data privacy involving Customer Data;
(3)unauthorized access to or acquisition of Customer Data;
(4) a loss of Customer Data;
(5) a ransom or cyber extortion demand involving Customer Data;
(6)misuse of Customer Data; or
(7) an actual or alleged failure to:
(a)provide adequate notice, choice, consent, access, or security
regarding Customer Data;
(b)take appropriate steps to ensure the accuracy of Customer Data;
(c) adequately minimize the collection, processing, use, or retention
of Customer Data; or
(d) comply with cross-border data transfer laws and regulations
regarding Customer Data.
1.9 Maintenance means enhancements, upgrades and new releases of the
Licensed Software, which includes only those additions and/or modifications to the
Licensed Software which (A) enhance functionality and/or performance without
fundamentally altering the nature or manner in which the Licensed Software operates, and
(B) are made generally available without additional or increased charges to other persons
entitled to receive maintenance from Licensor.
1.10 Professional Services Agreement means that certain Professional Services
Agreement between Licensor and Licensee, of even date herewith.
1.11 Support means access to technical assistance for the Licensed Software,
including support for questions about functionality, the resolution of error messages, bug
fixes and troubleshooting.
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1.12 Use or Using means (i)transferring any portion of the Licensed Software
from storage units or media into computer or terminal equipment for utilization or
processing; (ii) accessing any portion of the Licensed Software for any purpose (including,
without limitation, viewing information already in the Licensed Software); or(iii) merging
any Licensed Software in machine readable form into another program.
1.13 User means (a) any individual person, computer terminal or computer
system (including, without limitation, any workstation, pc/cpu, laptop and wireless or
network node)that has been authorized by the Licensee (through a username and
password)to use the Licensed Software, or(b) any other non-agency government
employees who are performing their jobs, or a computer terminal or computer system used
by such a person, in each case, interfacing with or accessing the Licensed Software through
an interface or its public portal or(c) any individual person who is a member of the general
public (including litigants and their attorneys, reporters and interested citizens, but not
government employees who are performing their jobs), or a computer terminal or computer
system used by such a person, accessing the Licensed Software at any given time for any
reason through its public portal (including to file documents electronically or to view
information already in or accessible through the Licensed Software).
2. LICENSE
2.1 Grant of License. Upon commencement of the License Term, Licensor
grants to Licensee and Licensee hereby accepts from Licensor a non-exclusive, non-
transferable, personal license to install and Use the Licensed Software; provided, however
that Licensee's rights with respect to the Licensed Software are at all times and in all
respects subject to the terms and conditions of this Agreement. Licensee's authorized
Users may Use the Licensed Software only during the License Term and only so long as
Licensee has paid the required License, Maintenance and Support Fees for such Users and
is not otherwise in default under this Agreement. This license includes the right to make
one copy of the Licensed Software in machine-readable form solely for Licensee's back-up
purposes. The Licensed Software is the proprietary information and a trade secret of
Licensor and this Agreement grants Licensee no title or rights of ownership in the
Licensed Software. The Licensed Software is being licensed and not sold to the Licensee.
The Licensed Software is protected by United States copyright laws and international
copyright treaties, as well as other intellectual property laws.
2.2 License Term and License, Maintenance and Support Fees.
2.2.1 License Term. The License Term shall commence on the date of
initial Go Live; provided that the License, Maintenance and Support Fees for the first year
of the License Term for any Users that will Use the Licensed Software as of or
immediately following such Go Live must have been received prior to such date (and the
license file shall not be delivered, and the License Term shall not begin, until such License,
Maintenance and Support Fees have been received by Licensor). The License Term shall
continue until the fifth anniversary of the date of final Go Live, and shall thereafter
automatically renew for successive one-year periods (the "License Term"), unless
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Licensee elects to not renew the License Term upon written notice to Licensor given not
less than ninety(90) days prior to the end of the then-current License Term.
2.2.2 License, Maintenance and Support Fees. Licensee shall make
payment of the License, Maintenance and Support Fees to Licensor based on the number
of Users and calculated in accordance with Exhibit A, in advance of each applicable year
of the License Term, including each year of the original License Term and each one-year
extension; provided that the License, Maintenance and Support Fees for the first year of
the License Term must be paid prior to initial Go Live in accordance with the proviso set
forth in Section 2.2.1. Annual License, Maintenance and Support Fees are subject to
increase in accordance with Exhibit A. Licensee may increase the number of Users at any
time upon written notice to Licensor, which shall be promptly followed by payment
reflecting the increased License, Maintenance and Support Fees, calculated according to
Exhibit A, and pro-rated for any partial year of the License Term. Licensee may also
reduce the number of Users of the Licensed Software, and the commensurate fee payable,
but such reduction shall only become effective at the beginning of the following year of the
License Term, and the written reduction notice must be given at least sixty(60) days
before the next anniversary of the start of the License Term. All sales taxes or similar fees
levied on account of payments to Licensor are the responsibility of Licensee.
2.2.3 Certain Specific Limitations. Licensee shall not, and shall not
permit any User or other party to, (a) copy or otherwise reproduce, reverse engineer or
decompile all or any part of the Licensed Software, (b)make alterations to or modify the
Licensed Software, (c) grant sublicenses, leases or other rights in or to the Licensed
Software, or (d)permit any party access to the Licensed Software for purposes of
programming against it. Licensee shall be solely responsible for preventing improper,
unauthorized, accidental, or unlawful (1)misuse of User accounts for the Licensed
Software; (2) changes by the Licensee to the Licensed Software or its database; or(3)
software scripts from being added to the Licensed Software or its database by the Licensee.
Licensee is also solely responsible for, and shall indemnify, defend, and hold harmless
Licensor regarding, any Loss Event Expenses that arise from unlawful or accidental access
or disclosure of Customer Data that is stored on a computer system, network, server,
workstation, PC, desktop, notebook, or mobile device of the Licensee or one of its agents
or contractors (other than Licensor or one of its agents or contractors). Section 6.2
("Licensor's Responsibilities") shall apply to Customer Data stored on computer systems
of Licensor or one of its agents or contractors.
2.2.4 E-Commerce Functionality Fees. If Public Portal is included in the
Licensed Software and the e-commerce functionality of Public Portal is utilized, Licensor
shall provide a PCI compliant payment gateway and payment processing functionality. A
merchant services agreement will be provided to Licensee upon request. If Licensee
requires an alternate payment processor provider, Licensee is responsible for all additional
development costs to connect Public Portal with the payment processor provider.
2.2.5 Source Code Escrow. Licensee shall have the opportunity to be
added as a beneficiary under the Software Source Code Agreement between Licensor and
InnovaSafe, Inc., as it may be amended from time to time, a copy of which is attached as
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Exhibit B ("SOURCE CODE ESCROW AGREEMENT"). Licensee shall complete the
beneficiary enrollment form and provide the completed form to Licensor for submission to
InnovaSafe.
3. MAINTENANCE AND SUPPORT
3.1 Maintenance. Maintenance will be provided for the Licensed Software
provided that Licensee has paid the applicable License, Maintenance and Support Fees
described in Section 2.2.2, and subject to all of the terms and conditions of this Agreement.
Maintenance for the Licensed Software will be available when the applicable
enhancement, upgrade or release is first made generally available to persons entitled to
receive maintenance from Licensor.
3.2 Support. Support for the Licensed Software and its Public Portal is
available by telephone, e-mail, or internet support forum from 5:00 am to 6:00 pm
Mountain time, Monday through Friday, except for federal holidays. Support for
interfaces provided by Licensor using the Licensed Software's application programming
interface (API) is available by the same contact methods and during the same times for
ninety(90) days following Go Live. Licensor shall generally provide an initial response
within four(4)hours of first contact. Licensor shall use all reasonable diligence in
correcting verifiable and reproducible errors reported to Licensor. Licensor shall, after
verifying that such an error is present, initiate work in a diligent manner toward
development of a solution. If the error is categorized as "Critical" (meaning an error for
which there is no workaround and which causes data loss, affects a mission critical task or
poses a possible security risk that could compromise the system), Licensor shall provide a
solution through a service release as soon as possible. Licensor shall not be responsible for
correcting errors in any version of the Licensed Software other than the current version,
with the exception of Critical errors, for which a service release will be provided for the
most recent previous version as well. Licensor shall not be responsible for errors caused
by hardware limitations or failures, network infrastructure, operating system problems,
operator errors or any errors related to processes, interfaces or other software.
3.3 Conditions to Receive Support.
3.3.1 Licensee must designate one or more Application Administrators,
each of whom shall be an employee or contractor of Licensee. Only a designated
Application Administrator may request Support. It is the responsibility of Licensee to
instruct Users to route Support requests through the Application Administrator.
3.3.2 Licensee must maintain a dedicated connection, approved by
Licensor, to the Licensed Software's database and/or application server, with full screen
access to the server and full administrative rights to publish information and make
changes.
3.3.3 Licensee must maintain all related hardware and software systems
required for the operation of the Licensed Software. Minimum System requirements are
attached as Exhibit C ("SYSTEM REQUIREMENTS"). Licensor shall have no
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responsibility for configuring, maintaining or upgrading Licensee's operating system,
hardware, network, or any other software not provided by Licensor. Licensor is not
responsible for creating or maintaining database or storage backup files.
3.3.4 Licensee must keep current and have installed the latest generally
available version of the Licensed Software or the most recent previous version.
3.3.5 Licensee must provide Licensor's support personnel with accurate
configuration information, screen shots, or other files and documentation as required for
each support request.
3.4 Other Support. Services that go beyond routine Support may be provided
under the terms of a professional services agreement upon agreement of the parties.
4. WARRANTY
4.1 Licensed Software Warranty. Licensor warrants that the Licensed Software
will perform in all material respects during the License Term in accordance with the
applicable user, administrative, and technical electronic guides. Notwithstanding the
foregoing, this warranty shall not apply and Licensor will incur no liability whatsoever if
there is or has been (a)the use of any non-current version (or the most recent previous
version) of the Licensed Software, (b)the combination of the Licensed Software with any
other software not recommended, provided or authorized by Licensor, (c) modification of
the Licensed Software, (d) any use of the Licensed Software in breach of this Agreement
or(e) any failure to satisfy the conditions to receive Support under Section 3.3
("Conditions to Receive Support") above. If at any time during the License Term the
Licensed Software fails to perform according to this warranty, Licensee shall promptly
notify Licensor in writing of such alleged nonconformance, and Licensor shall provide bug
fixes and other Support, but only so long as the alleged nonconformance is not caused by
an act of Licensee or any third party not under the control of or authorized by Licensor.
After the bug fixes and Support have been provided, if any such non-performance
materially impairs the ability of Licensee to utilize the Licensed Software, Licensee shall
have the right, on thirty(30) days' notice,to terminate the license and this Agreement
(with a credit for License, Maintenance and Support Fees paid with respect to the period in
which utilization was materially impaired).
4.2 Warranty of Law. Licensor represents and warrants that to the best of
Licensor's knowledge: (i)there is no claim, litigation or proceeding pending or threatened
against Licensor with respect to the Licensed Software or any component thereof alleging
infringement of any patent or copyright or any trade secret or any proprietary right of any
person; (ii)the Licensed Software complies in all material respects with applicable laws,
rules and regulations; (iii) Licensor has full authority to enter into this Agreement and to
consummate the transactions contemplated hereby; and (iv)this Agreement is not
prohibited by any other agreement to which Licensor is a party or by which it may be
bound (the "Legal Warranty"). In the event of a breach of the Legal Warranty, Licensor
shall indemnify and hold harmless Licensee from and against any and all losses, liabilities,
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damages, causes of action, claims, demands, and expenses (including reasonable legal fees
and expenses) incurred by Licensee, arising out of or resulting from said breach.
4.3 Warranty of Title. Licensor further warrants that(i) it has good title to the
Licensed Software; (ii) it has the absolute right to license the Licensed Software; (iii) as
long as Licensee is not in material default hereunder, Licensee shall be able to quietly and
peacefully possess and Use the Licensed Software provided hereunder subject to and in
accordance with the provisions of this Agreement; and (iv) Licensor shall be responsible
for and have full authority to license all proprietary and/or third party software modules,
algorithms and protocols that are incorporated into the Licensed Software (the "Title
Warranty"). In the event of a breach of the Title Warranty, Licensor shall indemnify and
hold harmless Licensee from and against any and all losses, liabilities, damages, causes of
action, claims, demands, and expenses (including reasonable legal fees and expenses)
incurred by Licensee, arising out of or resulting from said breach.
4.4 No Other Warranties. THE WARRANTIES AND REPRESENTATIONS
STATED WITHIN THIS AGREEMENT ARE EXCLUSIVE, AND IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5. LIMITATIONS ON LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF ANTICIPATED
REVENUES (OR LIKE AMOUNTS) IN CONNECTION WITH OR ARISING OUT OF
THE SUBJECT MATTER OF THIS AGREEMENT. FURTHERMORE, LICENSEE'S
TOTAL LIABILITY WITH RESPECT TO CLAIMS ARISING OUT OF THE SUBJECT
MATTER OF THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE,
THE TOTAL AMOUNT OF FEES PAYABLE HEREUNDER TO LICENSOR. IN NO
EVENT SHALL LICENSOR'S TOTAL LIABILITY WITH RESPECT TO CLAIMS
ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT EXCEED, IN
THE AGGREGATE, THE TOTAL AMOUNT OF FEES PAID HEREUNDER TO
LICENSOR FOR THE FIRST THREE YEARS OF THE LICENSE TERM.
6. CONFIDENTIALITY
6.1 Licensee's Responsibilities. Licensee shall implement reasonable and
appropriate measures designed to help secure the Licensed Software and other materials
received from Licensor under this Agreement from accidental or unlawful access or
unauthorized or improper disclosure. Except as permitted by the terms of Section 2.1
("Grant of License") or as required by law, Licensee shall not voluntarily and affirmatively
disclose the Licensed Software or any of such materials to any third party, in whole or in
part, without the prior written consent of Licensor, which may be granted or withheld in its
sole discretion. If Licensee becomes aware of any accidental or unlawful access to or
unauthorized or improper disclosure of the Licensed Software or any of such materials, it
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shall notify Licensor promptly, and in any event within 5 business days. Licensee shall
also reasonably assist Licensor with preventing the recurrence of such accidental or
unlawful access or unauthorized or improper disclosure and with any litigation against the
third parties deemed necessary by Licensor to protect its proprietary rights.
6.2 Licensor's Responsibilities. Licensor shall implement reasonable
and appropriate measures designed to help secure confidential Customer Data of Licensee
that Licensor obtains from Licensee in the course of the performance of this Agreement
from accidental or unlawful access or unauthorized or improper disclosure. Except as
required by law, Licensor shall not voluntarily and affirmatively disclose to any third party
confidential Customer Data that Licensor obtains from Licensee without the prior written
consent of Licensee, which may be granted or withheld in its sole discretion. If Licensor
becomes aware of any accidental or unlawful access to or unauthorized or improper
disclosure of confidential Customer Data, it shall notify Licensee promptly, and in any
event within 5 business days. Licensor shall also reasonably assist Licensee with
preventing the recurrence of such accidental or unlawful access or unauthorized or
improper disclosure and with any litigation against third parties deemed necessary by
Licensee to protect its confidential Customer Data. For the avoidance of doubt, this Section
is not intended to prevent Licensor's support personnel from accessing Licensee's
Customer Data for purposes of investigating or resolving a Support request.
6.3 Confidentiality Breach. In the event a party breaches any of its obligations
under this Section 6 ("Confidentiality"),the breaching party shall indemnify, defend and
hold harmless the non-breaching party from and against any and all losses, liabilities,
damages, causes of action, claims, demands, and expenses (including reasonable legal fees
and expenses) incurred by the non-breaching party arising out of such breach. In addition,
the non-breaching party will be entitled to obtain injunctive relief against the breaching
party.
6.4 Exclusions. The provisions of this Section 6 ("Confidentiality") shall not
apply to any information (a)that is in the public domain prior to the disclosure or that
becomes part of the public domain other than by way of a breach of this Agreement, (b)
that was in the lawful possession of the Licensor or Licensee, as the case may be, prior to
the disclosure without a confidentiality obligation to any person, (c)that was disclosed to
the Licensor or Licensee, as the case may be, by a third party who was in lawful possession
of the information without a confidentiality obligation to any person, (d)that was
independently developed by Licensor or Licensee, as the case may be, outside the scope of
this Agreement or (v)that Licensor or Licensee, as the case may be, is required to disclose
by law or legal process.
7. TERM AND TERMINATION
7.1 Term. The term of this Agreement shall expire at the end of the License
Term or, if earlier, upon termination of this Agreement in accordance with the terms of this
Section 7 ("Term and Termination").
7.2 Termination by Licensor.
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7.2.1 Payment Default. Licensor shall have the right to terminate the
license granted in Section 2.2 ("License Term and License, Maintenance and Support
Fees"), and this Agreement(but reserving cumulatively all other rights and remedies under
this Agreement, the Professional Services Agreement, in law and/or in equity), for any
failure of Licensee to make payments of amounts due to Licensor when the same are due
(including, without limitation, any fees or other amounts due and payable to Licensor for
implementation services under the Professional Services Agreement), and such failure
continues for a period of thirty(30) days after written notice thereof by Licensor to
Licensee.
7.2.2 Other Licensee Defaults. Licensor may terminate the license granted
in Section 2.2 ("License Term and License, Maintenance and Support Fees"), and this
Agreement(but reserving cumulatively all other rights and remedies under this Agreement,
the Professional Services Agreement, in law and/or in equity), for any other material
breach by Licensee which breach continues for a period of thirty (30) days after written
notice thereof by Licensor to Licensee.
7.3 Termination by Licensee. Licensee shall have the right to terminate this
Agreement(reserving cumulatively all other rights and remedies under this Agreement, the
Professional Services Agreement, in law and/or in equity)without further obligation or
liability to Licensor(except as specified herein and/or in the Professional Services
Agreement) if Licensor commits any material violation or breach of this Agreement and
fails to remedy such breach within thirty (30) days after written notice by Licensee to
Licensor of such breach. Licensee shall have the right to terminate this Agreement
effective immediately and without prior notice if Licensor goes into liquidation or
bankruptcy, or if Licensor permanently discontinues Maintenance and Support for the
Licensed Software.
7.4 Actions Upon and Following Termination. Termination of this Agreement
shall not affect any rights and/or obligations of the parties which arose prior to any such
termination and such rights and/or obligations shall survive any such termination.
Licensee must cease use of the Licensed Software immediately upon termination, and must
remove and return the Licensed Software and all other products and information received
by Licensee from Licensor within thirty(30) days after termination. If not removed and
returned within such thirty (30) day period, Licensee hereby grants Licensor the right to
remove the Licensed Software. In addition,the confidentiality obligations of the parties in
Section 6 ("Confidentiality") shall survive the termination of this Agreement.
8. GENERAL
8.1 Waiver, Amendment or Modification. The waiver, amendment or
modification of any provision of this Agreement or any right, power or remedy hereunder
shall not be effective unless made in writing and signed by both parties. No failure or delay
by either party in exercising any right, power or remedy with respect to any of its rights
hereunder shall operate as a waiver thereof.
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8.2 Notice. All notices under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered in person, by commercial overnight courier or
by registered or certified mail, postage prepaid, return receipt requested, and addressed as
follows:
To Licensor: Journal Technologies, Inc.
915 East First Street
Los Angeles, CA 90012
Attention: President
and
Munger, Tolles & Olson LLP
1155 F St. NW
Washington, DC 20004
Attention: Brett Rodda
To Licensee: Name
Address
Address
Attention:
8.3 No Third Party Beneficiaries. This Agreement is not intended to create any
right in or for the public, or any member of the public, any subcontractor, supplier or any
other third party, or to authorize anyone not a party to this Agreement to maintain a suit to
enforce or take advantage of its terms.
8.4 Successors and Assigns. Neither party may assign this Agreement in whole
or part without the prior written consent of the other party; provided that Licensor may
assign this Agreement to another subsidiary of Daily Journal Corporation, directly or by
operation of law, without the prior written consent of Licensee. Any attempt to assign this
Agreement without the prior written consent of the other party is void and without legal
effect, and such an attempt constitutes grounds for termination by the other party. Subject
to the foregoing, all of the terms, conditions, covenants, and agreements contained herein
shall inure to the benefit of, and be binding upon, any successor and any permitted
assignees of the respective parties hereto. It is further understood and agreed that consent
by either party to such assignment in one instance shall not constitute consent by the party
to any other assignment. A transfer of corporate control, merger, sale of substantially all of
a party's assets and the like, even though including this Agreement as an assigned asset or
contract, shall not be considered an assignment for these purposes.
8.5 Dispute Resolution. Any dispute arising under or related to this Agreement
shall be resolved exclusively as follows, with the costs of any mediation and arbitration to
be shared equally by both parties:
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8.5.1 Initial Resolution by Meeting. The parties shall first attempt to
resolve amicably the dispute by meeting with each other, by telephone or in person at a
mutually convenient time and location, within thirty(30) days after written notice of a
dispute is delivered from one party to the other. Subsequent meetings may be held upon
mutual agreement of the parties.
8.5.2 Mediation. If the dispute is not resolved within sixty(60) days of
the first meeting, the parties shall submit the dispute to mediation by an organization or
company specializing in providing neutral,third-party mediators. Licensee shall be
entitled to select either (i)the location of the mediation or(ii)the organization or company,
and Licensor shall select the other. The mediation shall be conducted within sixty(60)
days of the date the dispute is submitted to mediation, unless the parties mutually agree on
a later date.
8.5.3 Arbitration. Any dispute that is not otherwise resolved by meeting
or mediation shall be exclusively resolved by arbitration between the parties in accordance
with the Comprehensive Arbitration Rules & Procedures of JAMS, with the arbitration to
be conducted in Los Angeles, California, or another location mutually agreed by the
parties, or remotely, in accordance with terms and conditions of JAMS' virtual arbitration
services. The results of such arbitration shall be binding on the parties, and judgment may
be entered in any court having jurisdiction. Notwithstanding the foregoing, either party
may seek interim injunctive relief from any court of competent jurisdiction.
8.6 Control of Defense. All indemnification obligations under this Agreement
are conditioned upon (i) written notice by the indemnified party to the indemnifying party
within thirty(30) days of the indemnified party's receipt of any claim for which
indemnification is sought, (ii)tender of control over the defense and settlement to the
indemnifying party and (iii) such reasonable cooperation by the indemnified party in the
defense as the indemnifying party may request; provided, however, the indemnifying party
shall not, without the prior written consent of the indemnified party, settle, compromise or
consent to the entry of any judgment with respect to any pending or threatened claim
unless the settlement, compromise or consent provides for and includes an express,
unconditional release of such claim against the indemnified party.
8.7 Force Majeure. Neither party will be liable for any delay or failure to
perform any obligation under this Agreement(except for any obligations to make
payments)where the delay or failure results from any cause beyond such party's
reasonable control including, without limitation, acts of God, labor disputes or other
industrial disturbances, electrical or power outages, utilities or other telecommunications
failures, internet service provider failures or delays, denial of service attacks, earthquake,
storms or other elements of nature, blockages, embargoes, riots, acts or orders of
government, acts of terrorism, war, epidemics, or pandemics.
8.8 Governing Law. The validity, construction and performance of this
Agreement and the legal relations among the parties to this Agreement shall be governed
by and construed in accordance with the laws of the State of California without giving
effect to its conflict of law principles.
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8.9 Severability. In the event any one or more of the provisions of the
Agreement shall for any reason be held to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or
unenforceable provision shall be replaced by a provision, which, being valid, legal and
enforceable, comes closest to the intention of the parties underlying the invalid, illegal or
unenforceable provision.
8.10 Entire Agreement. This Agreement, together with the Professional Services
Agreement and all Exhibits attached hereto and thereto, constitutes the sole and entire
agreement of the parties to this Agreement with respect to the subject matter contained
herein and therein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to such
subject matter.
8.11 Counterparts. This Agreement may be executed in counterparts and by the
exchange of signatures by facsimile or PDF.
[Continued on Next Page]
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IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed as of the date last written below.
JOURNAL TECHNOLOGIES, INC:
By: Date:
Printed Name and Title: Maryjoe Rodriguez, Vice President
YAKIMA COUNTY:
By: Date:
Printed Name and Title:
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EXHIBIT A
LICENSE, MAINTENANCE AND SUPPORT FEES
The parties hereby acknowledge that the Licensee, at the time of this Agreement's
execution date, is responsible for paying annual fees for the Legacy System of each of
the Yakima County Prosecutor's Office and the Yakima County Department of
Assigned Counsel in accordance with terms of separate agreements. Such fees, for the
Prosecutor's Office Legacy System annual term January 1, 2021 to December 31, 2021
total $54,540.72(including$40,053.12 JustWare support; $3,334.58 for JustWare API
support; $6,973.08 for JusticeWebview support; and $4,179.94 in sales taxes (at
8.3%)), and for the Department of Assigned Counsel Legacy System annual term
March 1, 2021 to February 28, 2022 total $13,883 (including $11,699.36 for JustWare
support; $886.92 for JusticeWeb support;$232.74 for Document Imaging Support; and
$1,063.98 in sales taxes(at 8.3%)).
The parties further acknowledge that, pursuant to terms and conditions of the separate
agreements referenced just above relating to the Legacy System, Licensee will
continue making such annual support payments, subject to annual increases not to
exceed, in the case of the Yakima County Prosecutor's Office, four(4) percent and, in
the case of the Yakima County Department of Assigned Counsel, three (3) percent
until the time of eSeries® Go Live as that term is defined in this License Agreement's
Section 1.4 ("eSeries® Go Live"). At the time of eSeries®Go Live, the total annual
License, Maintenance, and Support Fees will be due for the Licensed Software. At the
same time, there will be a corresponding pro-rata credit of the Legacy System fees.
After the time of eSeries®Go Live Licensor will no longer provide maintenance or
support for the Legacy System, and Licensee will no longer be obligated to pay
Licensor fees in relation to the Legacy System, with the exception of any outstanding
or unpaid fees that accrued prior to the time of eSeries®Go Live.
For the avoidance of doubt, the different computer software systems that constitute the
Licensed Software and that are described in this Exhibit A may become operational
for Use by Licensee on different dates. The corresponding pro-rata credit referenced
in this paragraph will be calculated equitably, taking this into account.
A. eProsecutor®
1. Licensed Software: eProsecutor®. The annual License, Maintenance and
Support Fees include Licensed Software licenses, maintenance updates, upgrades and
routine Support as described in the Agreement.
2. Annual eProsecutor® License, Maintenance and Support Fees: $63,800 (and
adjusted for any CPI increase* after the first year), which includes:
(a) Licensed Software licenses for up to a total of 56 agency Users (i.e., Users
identified in clause (a) of the definition of"User" in Section 1.13).
- 14-
30
(b) 11 additional licenses(i.e., 20%of agency Users)for unlimited use of the Public
Portal by other governmental agencies including those accessing the Licensed
Software via interfaces or the Public Portal, (i.e., Users identified in clause (b)
of such "User" definition).
(c) 6 additional licenses (i.e., 10% of agency Users) for unlimited use of Public
Portal by public Users (i.e., Users identified in clause (c) of such "User"
definition).
For a total of up to 73 User licenses.
If the number of agency Users increases or decreases,the annual License, Maintenance and
Support Fees will be adjusted pursuant to the pricing table set forth below (and applying
the sum of the then current number of eProsecutor® and eDefender® User licenses to
determine which User Group row (based on such aggregate User license number)to use in
the table below to obtain the correct Per License amount for each User added or subtracted),
but subject in all events to a minimum annual License, Maintenance and Support Fee of
$50,000:
Pricing Table for System User Licenses for Centralized System
Annual License,
Maintenance
and Support Fees
User User Per
Groups* Licenses License For Group
1-50 50 $ 1,000 $ 50,000
51-100 50 800 40,000
101-200 100 700 70,000
201-500 300 500 150,000
*The actual number of User licenses will be used to determine the annual
fee, with 50 licenses being the minimum. Each additional agency User
shall require the purchase of 1.3 additional User licenses.
*An annual CPI adjustment, not to exceed five (5) percent, will automatically be applied
to the annual License, Maintenance and Support Fees for each year of the License Term
after the first year. The annual adjustment will be made by multiplying the applicable fees
set forth in the pricing table above by a fraction (i) the numerator of which is the index
number in the Consumer Price Index (CPI-U) for All Urban Consumers, West Region
(1982-84=100), as published by the Bureau of Labor Statistics, for the latest month
- 15-
31
preceding the annual billing term for which data is available, and (ii) the denominator of
which is said index number as of the date of Go Live.
B. eDefender®
1. Licensed Software: eDefender®. The annual License, Maintenance and Support
Fees include Licensed Software licenses, maintenance updates, upgrades and routine
Support as described in the Agreement.
2. Annual eDefender® License, Maintenance and Support Fees: $36,700 (and
adjusted for any CPI increase after the first year), which includes:
(a) Licensed Software licenses for up to a total of 32 agency Users (i.e., Users
identified in clause (a) of the definition of"User" in Section 1.13).
(b) 7 additional licenses(i.e., 20%of agency Users)for unlimited use of the Public
Portal by other governmental agencies including those accessing the Licensed
Software via interfaces or the Public Portal, (i.e., Users identified in clause (b)
of such "User"definition).
(c) 3 additional licenses (i.e., 10% of agency Users) for unlimited use of Public
Portal by public Users (i.e., Users identified in clause (c) of such "User"
definition).
For a total of up to 42 User licenses.
If the number of agency Users increases or decreases,the annual License, Maintenance and
Support Fees will be adjusted pursuant to the pricing table set forth below (and applying
the sum of the then current number of eProsecutor® and eDefender® User licenses to
determine which User Group row(based on such aggregate User license number)to use in
the table below to obtain the correct Per License amount for each User added or subtracted),
but subject in all events to a minimum annual License, Maintenance and Support Fee that,
when combined with the then current annual License, Maintenance and Support Fee paid
by Licensee for one of the Licensed Software herein equals a sum total of at least $50,000:
Pricing Table for System User Licenses for Centralized System
Annual License,
Maintenance
and Support Fees
User User Per
Groups* Licenses License For Group
1-50 50 $ 1,000 $ 50,000
51-100 50 800 40,000
- 16-
32
101-200 100 700 70,000
201-500 300 500 150,000
*The actual number of User licenses will be used to determine the annual
fee, with 50 licenses being the minimum. Each additional agency User
shall require the purchase of 1.3 additional User licenses.
An annual CPI adjustment, not to exceed five (5) percent, will automatically be applied to
the annual License, Maintenance and Support Fees for each year of the License Term after
the first year. The adjustment will be calculated in the same manner as described in the
preceding section.
By way of example, for the initially planned 73 eProsecutor® and 42 eDefender® User
licenses (i.e., 115 total licenses), the calculation below sets forth the total annual license
fees for all User licenses and the breakdown for each type of Licensed Software as defined
in Section 1.13.
Annual
Users Licenses License Fees*
(+PortalAPJ)
Prosecutor's Office 56 73 $63,800
Assigned Counsel 32 42 36.700
88 115 100 500
*Based on the above Pricing Table and the average cost below. The average cost
for each license is $874. For example,for the Prosecutor's Office, 73 (licenses) x
$874 (average cost per license) equals $63,800 (annual license fee) rounded to the
nearest hundred.
- 17-
33
EXHIBIT B
SOURCE CODE ESCROW AGREEMENT
di-
PDF
License Agreement-
Ex B-Innovasafe Escr
- 18-
34
EXHIBIT C
MINIMUM SYSTEM REQUIREMENTS
Customer On-Premise - Primary ( 51-500 user )
REMOTE OFFICE
USERS
[2. e� •pp� 0J:I ® INTERNAL USERS PUBLIC USERS
J FIPS 140-2 /0 tp'II� \ m
ret
REh10TE USERS a a� o
6 _..iHTTPS
Y
VPN
Customer Data Center
•
Primary Application Zone(DMZ) FIRE l;ALL FI ` ALL
// i \
/ eCaurt Zone
`"ry
LOttD FIR=-WALL APPO4
BALAICER PUBLIC PORTAL
APPLICATION
SERVER
4
TRAINING, APPLICATION SERVERS ' E-ii 110
REPORTING,&TESTING EIREWA
• • •
gli et „_,
APP01 APPO2
APP03) / STO3
APPLICATION -- FILESERVER
SERVER
24 HR BACKUP A i
. AND RESTORE • • f:T.T:
DB02 ®B01 L ST02) ST01 DB03)
DATABASE PRIMARY DATABASE DOCUMENT MYSQL
/ DATABASE STORAGE STORAGE DATABASE
VPN
TO DISASTER RECOVERY
DATA CENTER
- 19-
35
Customer On-Premise - Disaster Recovery ( Off-site )
REMOTE OFFICE
USERS
rO14 ill:. 446.)
n7
A e PUBLIC USERS
FIPS 140-2 eIII
e
REMOTE USERS
Q ) HTTPS
ligtill)
Customer Disaster Recovery
bafa Center
• Disaster Recovery FIR ALL FIREWALL •
• Application Zone
1--
/eCourt Zone
r:
FIREWALL APPO6
PUBLIC PORTAL
APPLICATION
SERVER
APPLILATION
IIIII
APP05
APPLICATION
SERVER
i
• . . . • . . .
DB03 ST04 STO3
PRIMARY DATABASE DOCUMENT
DATABASE STORAGE STORAGE
VPN DMZ
,......) ..:
FROM PRIMARY DATA CENTER
-20-
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Data Centers
Hardware/Software Manifest
• *APPO1 - app server(4 CPU/ 16 GB RAM/ 100 GB HDD/ 1Gb NET)
o Ubuntu Linux or Windows
o Tomcat 8
o Java 8
o Hazelcast
• *APPO2 - app server(4 CPU/ 16 GB RAM/ 100 GB HDD/ 1Gb NET)
o Ubuntu Linux or Windows
o Tomcat 8
o Java 8
o Hazelcast
• APPO3 - report/testing/training server(4 CPU/ 16 GB RAM/ 500 GB HDD/ 1Gb
NET)
o Ubuntu Linux or Windows
o Tomcat 8
o Java 8
o Jasper
• APPO4 - portal server(2 CPU/ 8 GB RAM/ 100 GB HDD/ 1Gb NET)
o Ubuntu Linux or Windows
o Apache or Nginx
• APPO5 - app server (4 CPU/ 16 GB RAM/ 100 GB HDD/ 1Gb NET)
o Ubuntu Linux or Windows
o Tomcat 8
o Java 8
• APPO6 - portal server(2 CPU/ 8 GB RAM/ 100 GB HDD/ 1Gb NET)
o Ubuntu Linux or Windows
o Apache or Nginx
• DB01 - db server (8 CPU/ 64 GB RAM/ 100 GB HDD/ 1Gb NET)
o MS Windows Server 2016
o MS SQL Server 2016 Enterprise edition
• DB02 - db server (8 CPU/ 64 GB RAM/ 100 GB HDD/ 1Gb NET)
o MS Windows Server 2016
o MS SQL Server 2016 Enterprise edition
• STO1 - Document/app server storage device with
O 1 TB for Documents
O 500 GB for app server data
O 100 GB for config mgmt data
O 500 GB for report server data
• ST02 - Database storage device with
O 1 TB for DB
• ST03 - Document/app server storage device with
O 1 TB for Documents
O 500 GB for app server data
O 100 GB for config mgmt data
-21 -
37
O 500 GB for report server data
• STO4 - Database storage device with
O 1 TB for DB
• Load balancer
• Firewalls and VPN devices as required
*Additional application and database servers may be added to scale up the solution.
-22-
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Exhibit B
Statement of Work
(Project Workplan)
[Customer Name]
and
Journal Technologies, Inc.
cjj
Journal
Journal Technologies, Inc.-915 E. 1st Street, Los Angeles, CA 90012
39
JTI Project Phases and Plan
eProsecutor and eDefender are installed as a functional configuration of Folder Views, Add and Update
forms,selected workflows, and Searches. We will work with designated Client project managers,business
analysts, subject matter experts, and IT staff to configure eProsecutor and eDefender. The availability of
the Client personnel will be a critical factor in timely meeting the project goals herein.
Project Phases and Plan
We will work together under these general phases to implement the system.
A. Project Planning and Initiation
During this phase,the project schedule will be solidified, JTI/Client personnel (including staff that will be
a part of the Client Help Desk) will be assigned tasks. For on-prem installations, the Client IT department
will setup necessary instances of the system for purposes of Configuration, Conversion, Testing and
Production etc. Initiating and other documents and tools will be provided, and the foundation for
communication and requirements gathering will be established.
B. Case Structure
The purpose of this phase is to ensure that the Client can capture all of the case data required in the
system.
• JTI will install the system and demonstrate the system to the Client.
• Client and JTI will identify the adequate number of sample cases to enter in the system to identify
missing data elements.
• Client will enter the cases in the system, identify missing data elements, and report back in a
requirements document.
• JTI will update the system to capture the missing elements per the requirements document.
• Client will verify and report any instances where the system does not meet the requirements specified
in the requirements document within 15 workdays. If no issues are reported within 15 days, then the
system configuration will be deemed to be accepted.
• JTI will fix any issues and the Client will test again.
C. Financial Structure (if applicable)
In this phase,the Client's fines and fees are set-up to distribute according to statute, and for the Client to
test to verify that all fines and fees are distributing correctly.
• Statute Table
o JTI will train Client personnel on statute management.
o JTI will provide statute table spreadsheet to Client personnel.
o Client will complete statute table spreadsheet.
o JTI review statute table spreadsheet with Client, and Client will update as needed.
o JTI will replace the baseline system statutes with the Client's statutes.
o Client will thereafter maintain its statute table.
Journal Technologies, Inc.- 915 E. 1st Street, Los Angeles, CA 90012
40
• Financials
o JTI will discuss fines and fees distribution configuration and the disposition widget with Client
to obtain an understanding of the requirements.
o Client will provide chart of accounts and written breakdown of assessments.
o JTI will document the proposed configuration of financials and receive approval from the Client
before configuration.
o JTI will load statutes, chart of accounts, and distributions.
o JTI will configure assessments and update statutes based on assessments.
o Client will test all financial configuration and report back any issues where the configuration
does not match the requirements within 15 workdays. If no issues are reported within 15 days,
then the system configuration will be deemed to be accepted.
o JIT will fix any issues and the Client will test again.
C) Data Conversion
For each database there will be a maximum of three full conversion iterations plus the Go Live iteration.
Source System Information
The Client will either extract the data from the legacy database and load the data in an interim database
structure, that JTI will provide to the Client or to understand the legacy system and its data structure, the
Client will provide a legacy system data description document, which will include:
• Technical environment(operating system and database platform)
• Database type (relational or hierarchical)
• Data elements
• Data formats and standards
• Data volume
• Images
• Vendor or other relevant contact information
• Data dictionaries (ER Diagrams)
• Screen/Field Mapping specification. Each screen of the legacy system will be listed and each data
element on the screen will be mapped to the corresponding field in the legacy database.
Data Mapping
• Client,with JTI assistance,will map the data to the target system data elements.
• Client,with JTI assistance,will map the documents
• Client,with JTI assistance,will determine the logic for financials
Data Conversion Development
• JTI will develop data conversion logic
• JTI will convert data
• JTI will complete initial conversion testing
Data Conversion Test
• JTI and Client will identify a sample set of Cases for which data conversion will be tested. This sample
set of cases will not change during the data conversion process.
41
• After each conversion, Client will test conversion and within 15 workdays report issues that are not in
compliance with the mapping specification and requirements. If no issues are reported within 15 days,
then the system configuration will be deemed to be accepted.
• JTI will fix any issues and the Client will test again.
• If financial conversion is performed,then the Client will verify that remaining balances on invoices are
distributed correctly
D) Interfaces
• For each interface, Client will provide Interface Specification Document. The document will include
all information necessary to develop the interface, including:
o File layouts, sample files to be used in testing, existing specification documents, and will assist
JTI with the data element mappings between the two systems.
o Other requirements such as filtering, throttling, queuing, transaction record retention period,
and resending/republishing of messages.
o Frequency/trigger information, specification of data transport mechanism requirements, port
and firewall rules, and secure networking requirements.
o Monitoring and reporting requirements, identification of exception types and processing of
transactions, and bandwidth requirements based on expected transaction volumes.
• JTI will develop the interface to the requirements in the Interface Specification Document.
• Client will test the interface and report issues where the interface does match the requirements specified
in the Interface Specification Document within 15 workdays. If no issues are reported within 15 days,
then the system configuration will be deemed to be accepted.
• JTI will fix any issues and the client will test again.
• There will be a maximum of 3 iterations of testing
E) Document Templates
• Client will provide list of document templates, including samples and specifications.
• Client and JTI will configure the document templates.
• Client will test configuration meets the requirements and report issues where the configuration does
not meet the requirements within 15 workdays. If no issues are reported within 15 days,then the system
configuration will be deemed to be accepted.
• Client and JTI will fix any issues and the Client will test again.
• There will be a maximum of 3 iterations for testing.
G) Workflow Processes
• Client will document configuration requirements with JTI's assistance.
• JTI and Client will identify changes and will finalize the new workflows.
• JTI will configure the new workflows in the system.
• Client will test if the configuration meets the requirements and report issues where the configuration
does not meet the requirements within 15 workdays. If no issues are reported within 15 days, then the
system configuration will be deemed to be accepted.
• JTI will fix any issues and the Client will test again.
• There will be a maximum of 3 iterations for testing.
42
H) Searches and Reports
• Client will provide a list of searches and reports, including samples, specifications and distrinutions.
• JTI and Client will determine the searches and reports needed in the future system.
• Client will document the search/report requirements with JTI's assistance.
• Client and JTI will configure the searches and reports.
• Client will test configured search/reports within 15 workdays and report any issues. If no issues are
reported within 15 days, then the system configuration will be deemed to be accepted.
• JTI will fix the issues and the Client will test again.
• There will be a maximum of 3 iterations for testing.
I) Public Portal
• JTI will demonstrate the functionality to the Client's IT staff for evaluation.
• Client will provide JTI a set of written use cases that they want the Portal to support.
• JTI and Client will determine the use cases to be implemented in the portal.
• JTI will implement the necessary Portal configuration to support the use cases.
• Once JTI completes the initial configuration, Client will begin acceptance testing against the
functionality defined in the use cases.
• Client will report issues where the configuration does not match the specification within 15 workdays
to JTI and the appropriate configuration changes will be made. If no issues are reported within 15 days,
then the system configuration will be deemed to be accepted.
• JTI will fix any issues and the client will test again.
• There will be a maximum of 3 iterations for testing.
J) Full system testing
• Client and JTI will develop a testing plan.
• Client will conduct full system testing per the testing plan report issues where the configuration does
not match the specification within 15 workdays to JTI and appropriate configuration changes will be
made. If no issues are reported within 15 days, then the system configuration will be deemed to be
accepted.
• JTI will fix any issues and the client will test again.
• There will be a maximum of 3 iterations for testing.
K) Cutover Plan,Implementation Training and Deployment
• Client and JTI will determine the deployment plan and schedule.
• Client, with JTI's assistance, will develop a training plan.
• Client will deliver end user training.
• JTI will create a deployment plan with Client's assistance.
• Prior to the go-live Client will sign a formal acceptance that the system configurations fulfill its
requirements and will pay fees outlined in the Professional Services Agreement and License,
Maintenance and Support Agreement.
• Final conversion and deployment will bring the system live in the production environment