HomeMy WebLinkAboutCAG2021-427 - Extension - Omiga Solutions, LLC - OCourt & Collect R Annual Maintenance Renewal - 04/01/2023Ap
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Originator:Department:
Date Sent:Date Required:
to Sign
Date of Council Approval:
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Vendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms.
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
LS/TD
MC
Lynnette Smith IT
03/25/2023 03/27/2023
N/A
52001770.64260.1800 N/A
Omiga Solutions LLC Contract
2239783 Amendment
OCourt + Collect R Annual Maintenance
Two-year Amendment to original agreement for Software as a Service (SaaS)
governing Municipal Court case and schedule management System under
CAG2021-427.
04/01/2023
Direct Negotiation
03/31/2025
CAG2021-427
<<<Mike Carrington, sign pg. 13/18 - OCourt SLA + pg. 18/18 - MSA>>>
$15,854.40
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Robert Patterson
OCourt Product Manager
C: 360 349-7052
O: 360 915-7017
E: Robert.Patterson@CodeSmartInc.com
2020 Omiga Solutions Inc.
OCourt
Service Level Agreement
Kent
975 Carpenter Rd NE Suite 101
Lacey, WA 98516
(360) 915 – 7017
2023 Omiga Solutions Inc.1
Contents
1.Service Level Agreement Overview ..........................................................................................................................2
2.Description of Services .....................................................................................................................................................2
2.1.Introduction ..............................................................................................................................................................................2
2.2.Supplemental Modules ......................................................................................................................................................2
2.3.Specific Services ..................................................................................................................................................................2
3.Problem Management ........................................................................................................................................................3
3.1.General ........................................................................................................................................................................................3
3.2.System and Contract Support Escalation Contact List ................................................................................3
4.Service Performance ..........................................................................................................................................................3
4.1.Infrastructure Team Availability ..................................................................................................................................3
4.2.Operational Expectations ................................................................................................................................................3
4.3.System Availability ..............................................................................................................................................................4
4.4.System Operational Limitations ..................................................................................................................................4
4.5.OCourt - File Processing ..................................................................................................................................................4
4.6.OCourt Security .....................................................................................................................................................................7
4.7.Bug Reporting/Tracking ...................................................................................................................................................7
4.8.System Outage/Security Reporting ...........................................................................................................................7
4.9.Record Transaction Processing Issues:................................................................................................................7
5.Cost of Services ....................................................................................................................................................................8
5.1.Annual Maintenance Services ......................................................................................................................................8
6.Service Provider and Customer Responsibilities .............................................................................................9
7.Periodic Review Process .................................................................................................................................................9
7.1.Overview ....................................................................................................................................................................................9
7.2.Changes .....................................................................................................................................................................................9
8.Termination of Agreement Process ........................................................................................................................10
9.Glossary of Terms ..............................................................................................................................................................10
10.Acceptance and Authorization ...................................................................................................................................10
2023 Omiga Solutions Inc.2
1. Service Level Agreement Overview
This is a Service Level Agreement (SLA) between Omiga Solutions LLC. (Omiga Solutions) and City of
Kent (Hereafter referred to as “Customer”) outlined within this document is an expected level of service
from April 1st, 2023 to March 31st 2025. This agreement covers the product(s) as listed in Section 5 of this
agreement. For the initial On Boarding cost agreement please refer to the Statement of Work (SOW)
agreement. This SLA is for (2) two years as long as the Customer does not assume responsibility for
providing court services for any additional Jurisdictions or workload does not substantially increase. The
current Jurisdiction covered by this agreement is Kent Municipal Court and Maple Valley. Omiga Solutions
reserves the right to review the service fee if the Customer does assume responsibility for providing court
services for any additional municipality. The Customer may terminate the agreement at the end of any
annual period for any reason. At the end of 2 years, the service fee will be reviewed by Omiga Solutions to
reflect any substantial change in the caseload of the court for future agreements.
2. Description of Services
2.1. Introduction
Omiga Solutions is providing its proprietary OCourt system and solution(s) to the Customer. OCourt is an
online web-based business application that streamlines the court processes and integrates with
Washington State’s AOC JIS system in real time. OCourt has multiple features including Schedule R , E-
Forms and E-Signature. Electronic documents created in OCourt can be concurrently viewed and edited
in real time in a court room and a defendant located off site in a jail facility. OCourt supports a number of
e-signature technologies including touch, physical signature pad and stored signatures online. OCourt
offers real time synchronization to JIS from electronic forms, with built in analytics for Administrators,
Clerks, Judges, Prosecutors and Public Defense. There is no similar court product offering for Courts of
Lower Jurisdiction in the state of Washington.
2.2. Supplemental Modules
Omiga Solutions has Modules; OSummons, E-Hearing, E-Filing Lobby Display, Collect R, VRV,
and nCourt API, for a data integration point between collection venders, individual court
customers and the WA State Administrative Office for the Courts (AOC) Judicial Information
System (JIS). These Modules direct ly update each individual court’s receipting system within JIS
without relying on the courts to manually enter the information. These Modules reduce repetitive
and error-prone tasks associated with manual data -entry related to the collections process.
2.3. Specific Services
Omiga Solutions will:
a) Ensure OCourt-specific security processes and best -practices are followed
b) Notify Customer of any apparent anomalies in data-transfer
c) Communicate future enhancements, modifications, or outages to all relevant parties
d) Maintain network and identity-related security protocols
e) Enforce proper deployment and maximum server up-time
f) Establish and enforce proper application server deployment techniques
g) 24x7 maintenance of the server environment
h) Maintain an environment scalable to meet current & future customer expectations
2023 Omiga Solutions Inc.3
3. Problem Management
3.1. General
If at any time OCourt users experience a lapse in OCourt services, as defined in this SLA, they should
immediately notify their managers, noting specific items to be addressed.
3.2. System and Contract Support Escalation Contact List
Please use the following escalated contacts for Operational System or Contract Support issues. Please
refer to Section 3.0 to confirm Service Performance standards and metrics.
OCourt System Issue Escalation Contacts
OCourt Contract Issue Escalation Contacts
4. Service Performance
4.1. Infrastructure Team Availability
Omiga Solutions Infrastructure Team hours of operation will be established and managed under mutual
agreement by Omiga Solutions and Customer. Omiga Solutions proposes the following availability:
Services Description
System Support Hours of operation 7:00 AM to 5:00 PM Monday to Friday PST (Except for Federal and
State holidays).
Regularly scheduled maintenance frequency Performed on 2nd/3rd Saturday of the month. Email notices are sent
to all users.
Issue Response Time 4 Hours
High Priority Issue Resolution Time 2 Business Days
Medium and Low Priority Resolution Time 1 Week
4.2. Operational Expectations
Server Backups Frequency
Regularly scheduled backups Daily
Log Truncation Monthly
Retention of collection data Continuous
Step 1
System Support
E-mail:
ocurt.support@codesmartinc.
com
Step 2
Robert PattersonProductManagerP:360-915-7017
Robert.Patterson@codesmartinc.com
Step 3
Mark MeyerPresidentM:425-444-6174
O:360-915-7017
Mark.Meyer@omigasolutions.com
2 Mark Meyer
President
M:425-444-6174
O:360-915-7017
Mark.Meyer@omigasolutions.com
1 Rob ert Patterson
Product Manager
P:360-915-7017
Robert.Patterson@codesmartinc.com
2023 Omiga Solutions Inc.4
4.3. System Availability
The OCourt Administrator(s) will work to ensure the following:
• All case information that is transmitted between Omiga Solutions’ servers, the customer’s servers,
and AOC’s servers, are secured via HTTPS.
• All login passwords will be restricted to a sufficient level of complexity so as to prevent brute-force
hack attempts.
• Omiga Solutions will not store actual user passwords unless customer requires it.
• Omiga Solutions will abide by the terms of the overall agreement governing auditing and logging of
customer data interactions as specified by the Administrative Office for the Courts (AOC).
• Logs will be truncated every 1 month in order to minimize the possibility of significant data-loss
during security breech.
• Outages shall be scheduled with at least one-week advanced notification to all customers and
partners.
• All outages or un-expected problems arising as a result of OCourt software will be assigned a
dedicated response team within a 48-hour period.
• The data-retention period for OCourt will not exceed 7 years. (Customer can request less if
needed.)
• Omiga Solutions will provide individual records data to Court Customer upon request. Omiga
Solutions will not retain the document data beyond 180 days.
• Regularly scheduled backups will occur every 24-hours with hourly backups of the data within the
database.
• Omiga Solutions will maintain the ability to recover from a hard-drive failure or master Hyper-V host
operating system failure within a 24-hour period.
4.4. System Operational Limitations
While always endeavoring to resolve any system failures, there are conditions that may be beyond Omiga
Solutions’ ability to address. Examples include, but are not limited to:
• AOC JIS availability (OCourt will not function properly without JIS functionality)
• Customer network outage
• Customer firewall or browser issue that is specific to their own IT environment
• Upgrades to Judicial Access Browser System (JABS) that causes a problem or outage
• SSL certificate(s) expiration
• Third party back-up power failure
• Restricted access to JIS
• JIS down-time (impacts data transmission).
Omiga Solutions’ commitments, per this SLA, are limited to those basic services, and designated optional
services for Omiga Solutions supplied or operated systems. Outages within the customer’s own systems,
and/o r the customer’s network provider’s systems over a period of several days do not fall within the scope
of this SLA nor will Omiga Solutions assume responsibility for them.
4.5. OCourt - File Processing
OCourt Overview:
The OCourt system is considered a “real-time” system in that users expect to see data in JIS after they’ve
entered it into the system. However, there is also a regularly scheduled [automated] process that kicks off
every 24 hours, to migrate the customer’s JIS data into our queue for synchronization and error notification.
There is another “near real-time” mechanism that is initiated by user actions such as performing a case
submittal action or typing in a large number of cases to associate with a hearing.
2023 Omiga Solutions Inc.5
User Authorization and Authentication:
A username/password for OCourt can be established by registering for the site, and then approved by a
Court Administrator or Omiga Solutions System Administrator. Users that are approved can then be
associated with specific roles that will allow them to review various functions that have been associated
with their assigned “role” in the system.
Handling Dependency Changes:
In the event that Omiga Solutions’ OCourt system is operating normally, but there is:
1. An anomaly present in the JIS and/or document storage data,
2. A JIS screen has been modified and the customer has failed to notify Omiga Solutions,
3. A Document Storage API has been updated
Omiga Solutions may reach out to the customer in order to facilitate a resolution. In practice, this type of
anomaly rarely occurs. However, if it should occur, Omiga Solutions will be able to respond within 72 hours
of notification regarding any small AOC screen changes, document storage API updates, or data
anomalies. If the modification is severe enough (for instance AOC replaces JIS with a new Case
Management System and doesn’t tell anyone about it) Omiga Solutions may not be able to bring the
system back-online within a 72-hour period. Therefore, it is necessary for AOC and the customer to keep
Omiga Solutions informed of known upcoming changes and upgrades.
External Doc Storage Sync Operations (Applicable to 3rd-party externally hosted solutions only!):
For certain customers, Omiga Solutions will support software that is responsible for downloading
external data concerning electronic documents associated with a case(s).
Security:
3rd-party vendor data (i.e. Laser Fiche, SharePoint, Sire, etc.) should be made available to Omiga
Solutions in a secure fashion, but Omiga Solutions is not responsible for enforcing agreements
between its own Courts customers and their 3rd -party partner vendors. Therefore, Omiga Solutions will
download data related to the OCourt system from Court customer 3rd-party vendors even if it is
provided to us in an inherently insecure fashion. It is the customer’s responsibility to ensure that their
3rd-party vendors are working in a secure fashion with Omiga Solutions. Basically, Omiga Solutions
does not control or have leverage over any Court customer’s own vendors.
3rd-party Data Transmission:
We will notify our customers in the event that we notice odd patterns in data-transmission such as (a)
no data for unusual periods of time, (b) bad data repeatedly being transmitted, (c) too much data being
transmitted. Ultimately, if the customer wishes for Omiga Solutions to work collaboratively with the 3rd-
party to resolve the problem, we will do so on a case-by -case basis.
Customer Network, Document Storage Provider, or AOC System Anomalies:
There are many points of failure in the overall data pipeline for the OCourt system. Omiga Solutions
often plays the role of working to resolve any breakdowns in the pipeline. However, there are times
when Omiga Solutions would have absolutely no knowledge of such a breakdown. The following are
examples that have occurred. (a) The customer has a network outage. (b) The customer has a firewall
or browser issue that is specific to their IT environment. (c) AOC has made an upgrade to JABS which
causes a problem or outage. (d) AOC has forgotten to update their SSL certificates and the SSL
certificates have expired. (e) AOC experiences a network outage.
2023 Omiga Solutions Inc.6
Since there are many points of failure, Omiga Solutions’ agreed-upon metrics that are defined in this
SLA document may only be applied at the point that we are the source of the problem. Outages within
AOC, the customer’s own systems, and/or the customer’s network provider’s systems over a period of
several days do not fall within the scope of this SLA nor does Omiga Solutions assume responsibility
for them.
Document Storage Synchronization Operations (Applicable to locally installed software only!):
In the case where the document-storage resides internal to the customer, Omiga Solutions will provide the
customer with a Windows executable program. The program is made up of more than 3 files. One file is
intended to be configured according to the unique requirements of the customer. This file ends with a
*.config file extension.
The Windows executable that Omiga Solutions provides to the customer will, generally speaking, look for
files located in a document storage solution, determine if they are relevant case-related files, transmit them
over HTTPS to Omiga Solutions’ e-Docs servers, and then disconnect from the customer’s document
storage system. For this reason, it is important that the customer not expect that the data displayed in
Omiga Solutions’ e-Docs manager will be automatically synchronized with the customer’s document -
storage solution. In order to update the case-documents when making a change to your document-
management data, you will need to “refresh” the Omiga Solutions e-Docs external documents list.
The executable currently depends on Microsoft .NET Framework 4.5 in order to execute and perform its
tasks. This may change in the future.
The executable transmits the customer’s ticket data over port 443 which is a standard SSL port. Other than
allowing outbound traffic on port 443 and ensuring that the user-account running the executable has the
appropriate permissions to read and delete files in the configured processing path of the program, there is
no other operational requirement of the sof tware.
Case-File Processing Executable Maintenance (Applicable to locally installed software only!):
Omiga Solutions may periodically update the executable supplied to any Court customer as updates and
enhancements are developed. Given that this executable is responsible for reading the appropriate
document data, and also updating it, there may be updates or enhancements required over time. The
maintenance fee associated with any contract related to the OCourt system is partially used to ensure this
component stays up-to-date with technology changes over time.
If any Court customer wishes to disable or rebuild the server that the OCourt executable is running on, they
merely need to copy all of the files associated with the OCourt executable… and place them into a
directory on the new server. There is no uninstall process, re-configuration process, or other Windows
artifacts in-place that need to be addressed. If any Court customer needs a new copy of the OCourt
executable, Omiga Solutions will provide one for them at no charge.
Ticket Processing Bandwidth:
Omiga Solutions does not expect to have any difficulty processing up to the maximum allowable number of
documents that our pre-screened customers are able to accommodate
As the exact processing volumes and capabilities of hardware, software, and other factors adjust over
time… so will the exact contents of this portion of the Service Level Agreement.
2023 Omiga Solutions Inc.7
Omiga Solutions will be able to provide reports within a 48 hour period of exact case -volume processing
and anomalies per customer.
4.6. OCourt Security
The OCourt software is managed by Omiga Solutions’ Network Support Team and is responsible for the
physical security, data redundancy, and other aspects of backups and power supply necessary to maintain
uptimes that meet the definition of this Service Level Agreement.
Omiga Solutions is responsible for the SSL certificate used to s ecure individual customer logins via the
web-based interface as well as encryption of the ticketing data within the SQL Server storage environment.
Omiga Solutions is also responsible for the verification of regular data-backups and redundancy that is
necessary to avoid any data loss. However, in the case of this system… any lost data may be recovered
from multiple sources outside of Omiga Solutions’ control. (Such as Washington State AOC or DES or the
customer.)
Omiga Solutions is also responsible for verifying the secure transmission of the case data associated with
the OCourt system to the customer’s servers and to AOC’s JIS.
Omiga Solutions will notify the Court Customer within 48 hours in the event of any known security breach
or compromise to the integrity of the data. If Omiga Solutions determines that a username or password of
a valid user for Court Customer was utilized during the security breach, we will immediately deactivate the
account and change the password prior to notifying the Court Customer, in order to ensure that no further
security breaches occur.
4.7. Bug Reporting/Tracking
Omiga Solutions is responsible for tracking all bugs/problems associated with the OCourt software or
general processing of OCourt-related tickets from the customer’s 3rd-party ticket vendor as needed.
Omiga Solutions currently uses a system known as “AdminiTrack” to facilitate the reporting of bugs.
Bug reports may be generated upon request within a 48-hour period.
4.8. System Outage/Security Reporting
Due to the complexity and number of systems supporting OCourt processing system, it is difficult to
centralize a reporting mechanism to identify all system outages, security-related issues, or other
concerns over an extended period of time. However, Omiga Solutions will provide a regular security
bulletin for issues within the Omiga Solutions server and OCourt environment upon request. Omiga
Solutions cannot provide information about the system functionality or security of non-Omiga Solutions
server environments.
4.9. Record Transaction Processing Issues:
In the event, that transaction processing does not occur correctly, customers are notified in one of 2
ways. (1) via email if it is a long-running transaction process. (2) Via user-interface if it is a “real-time” or
“near real -time” transaction. Additionally, the OCourt Systems Administrator(s) will also be notified. It is
possible to include other members from various roles in these error notifications upon request. Error
emails are filtered by the Customer identifier because there could be more than one Court organization
using the same system. A configurable customer email address can be associated with each Customer
id. In this case, a “customer identifier” is the unique information that identifies customers such as City of
Tacoma, City of Fife, City of Lakewood, etc.
2023 Omiga Solutions Inc.8
5. Cost of Services
5.1. Annual Maintenance Services
The scope of Omiga Solutions ’s OCourt system services to Customer shall be performed for a not-to-
exceed annual fee(s) as indicated below for the licensed solutions the Customer has chosen. The service
fee covers the maintenance and on-going support of the below chosen solutions. The Annual
Maintenance fee payment will be invoiced to the customer on the anniversary date of execution of this
agreement each year this agreement is in effect. Omiga Solutions or the Customer may terminate this
agreement at the end of any annual period for any reason with 30 days notice. At the end of the 2 years,
the service fee will be reviewed by Omiga Solutions to reflect any substantial change in the caseload of
the court.
Omiga Solutions will make available to the Customer, any additional Module(s) released. Implementation
and use of additional Module(s) may require an additional service fee.
The annual maintenance fee does not include feature enhancements or future improvements. It is
intended solely to cover the services in this agreement and to ensure proper security in accordance with
AOC guidelines, industry best-practices, and normal operating procedures. The Maintenance Fee will
cover any changes as needed to any current form(s) in use by the OCourt program as drive from
Legislative Changes for Washington State. Any new forms to be created because of Washington State
Legislative decisions will be considered enhancement to the electronic document system and the cost of
developing those forms will be at $500.00 which will be equally shared among the courts actively using
the E-Doc program. However, individual customer obligations for Legislative New Forms will not exceed
$50.00.
After the next 2 Year term of this agreement, the actual number of transactions processed through
OCourt for Customer during the year will be used to calculate the maintenance fee and will be reflected in
the next version of this service contract. A transaction is a case sync hronized from JIS into the OCourt
scheduler system.
5.2. Annual Maintenance Fee
Item Annual Fee Note
☒ OCourt $6,000
☐ Lobby display No charge
☒ Collect R 1,200 Auto Receipting into JIS; files from Collection Vendor
☐ nCourt API/Batch N/A
☐ VRV N/A
☐ N to Y N/A This module requires VRV licensing
☐ Public Access
(PAM)
N/A
☐ e-Filing N/A
☐ e-Hearing N/A
☐ OSummons N/A Jury Management
Collection R and VRV fee(s) are based on the annual number of Citations processed. There are three
different levels of citation processing: Light under 11,000 citations $1,000, Medium between 11,000 and
28,000 citations $1,200, and Heavy over 28,000 citation $2,000.
2023 Omiga Solutions Inc.9
6. Service Provider and Customer Responsibilities
Role Responsibilities
Omiga
Solutions
• Installs, updates, and configures the physical Electronic Documents, Schedule R,
and synchronization with JIS and Collection modules. (if a product)
• Ensures Electronic Documents, Schedule R, collection modules and
synchronization-specific security processes and best-practices are followed
• Notifies all partners of any apparent anomalies in data-transfer or ongoing
operations
• Communicates future enhancements, modifications, or o utages to all relevant
parties
• Maintains data-retention policies
Customer • Responsible for correcting data-entry errors
• Provide all digital data-entry including hearing information, e-Doc data, required e -
Document case files, and/or other relevant information
• Responsible for syncing the hearing or other data periodically from JIS. (Until a real -
time data synchronization mechanism can be built and agreed to by AOC.)
• Responsible for following system business practices to ensure long-term operational
needs
• Responsible for accepting valid users, elevating user permissions, and generally
removing users that are no longer part of the Court
• Responsible for collaborating with Omiga Solutions system administrators to identify
features, functionality, or problems that need to be addressed
• Responsible for ensuring proper e-Document signatures and association with
relevant hearing and case-types
7. Periodic Review Process
7.1. Overview
This SLA will be reviewed at a minimum once per contract year. Contents of this document may be
amended as required, provided mutual agreement is obtained and communicated to all affected parties.
The Document Owner will incorporate all subsequent revisio ns and obtain mutual agreements / approvals
as required.
a) Document Owner: Mark Meyer
b) Review Period: Annually or as requested
c) Previous Review Date: was not requested
d) Next Review Date: March 31st, 2023
7.2. Changes
This SLA is a dynamic document and will be periodically reviewed and changed when the following
events occur:
a) The environment has changed.
b) The customer's expectations and/or needs have changed.
c) Workloads have changed. (Including processing volumes and capabilities)
d) Better metrics, measurement tools and processes have evolved.
2023 Omiga Solutions Inc.10
8. Termination of Agreement Process
This agreement shall run for a period of twelve (24) months from the effective date. Omiga SOLUTIONS or
CUSTOMER may terminate the agreement at the end of any annual period for any reason. At the end of 2
years, the service fee will be reviewed by Omiga Solutions for future service agreements. Upon termination of
this Agreement, Omiga Solutions shall have no further obligation to provide any services hereunder to
Customer.
Termination of this Agreement shall not affect any obligation owed by either party to the other as accrued prior
to such termination.
9. Glossary of Terms
• AOC – Administrative Office of the Courts.
• APS –Automated Payment System
• OCourt-Omiga Solutions’ proprietary online web based business application that streamlines the court
processes and integrates with Washington State’s AOC JIS system in real time. OCourt has multiple
features including case scheduling, E-Forms, Archiving, E-Signature and Lobby display.
• EA Group – Enterprise Architecture Group: A governing body or group within the AOC, responsible for
the oversight and general design of Information Technology as it relates to the agency.
• Executive Management – The ISD Director or other management entity responsible for overseeing the
agency Information Services budget and project selection.
• ISD – Information Services Division: A division within the AOC responsible for the maintenance and
development of Information Technology Software and Hardware.
• JIS - Judicial Information Systems
• PMO – Project Management Office; the organization responsible for the oversight and direct
management of projects within the AOC.
• SSL -Secure Sockets Layer; a protocol designed to provide secure communications over the Internet
using asymmetric key encryption.
10. Acceptance and Authorization
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have accepted and authorized
execution of this Service Contract.
Customer
Omiga Solutions, LLC
Mark Meyer
Full name Full name
President
Title Title
Signature Signature
March 23, 2023
Date Date
Mike Carrington
IT Director
03/27/2023
Master Services Agreement
1. Applicab ility.Each quotation and/or OMIGA SOLUTIONS INC.Statement of Work and or
Service Level Agreement together with t his Master Services Agreement (“Offer”) is an offer
by Omiga Solutions Inc.(“OMIGA SOLUTIONS”) to City of Kent (“CUSTOMER”) to sell to
CUSTOMER the professional services performed by OMIGA SOLUTIONS and to enter into the
agreement that the offer describes.
2. Acceptance.Each Offer shall be deemed accepted upon the terms and c onditions of such
Offer by CU STOMER by written acknowledgement or by the issuance to OMIGA SOLUTIONS
of a purchase order or other acceptance document.Acceptance is express ly l imi ted to these
terms and conditions.No purported acceptance of any Offer on terms and conditions which
modify,supersede,supplement or otherwise alter these terms and conditions,whether
contained in CUSTOMER’s purchase order or other acceptance document, shall be binding
upon OMIGA SOLUTIONS and such terms and conditions shall be deemed rejected a nd
replaced by these terms and conditions unless CUSTOMER’s proffered terms or conditions
are accepted and physi cally signed in writi ng by OMIGA SOLUTIONS.Notwithsta nding any
contrary provision in CUSTOMER’s purchase order or other acceptance document,
commencement of work by OMIGA SOLUTIONS sha ll not constitute acceptance of
CUSTOMER’s terms and conditions.
3. Limited Warranty and Acceptan ce of Services.The Services will be performed by OMIGA
SOLUTIONS in a manner consistent with good practice i n the computer services industry.All
Service deli verables will be dee med accepted by CUSTOMER if not rejected in a reasonably
detailed writing within fifteen (1 5)days of submission to CU STOMER.In the event the
Services are not in conformance with this warranty and are rejected as s pecified above,
OMIGA SOLUTIONS will supply commercially reasonable services to correct or replace the
work at no charge to the CUSTOMER. THIS IS CUSTOMER’s EXCLUSIVE REMEDY FOR BREACH
OF WARRANTY relating to Services.
4. Service Warranty Disclaimer.OMIGA SOLUTIONS MAKES NO WARRANTIES O F ANY KIND
WITH REGARD TO THE Services (other than the limited and exclusive warranty p rovided
for Services und er Section 3).OMIGA SOLUTIONS DISCLAIMS AL L OTHER
REPRESENTATIONS AND WARRANTIES,EXPRESS OR IMPLIED,AS TO THE Services,
INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
5. Intellectual Prop erty for Services.
(a) Upon payment i n full for all cha rges under this Agreement,OMIGA SOLUTIONS will
grant CUSTOMER such rights,title,and interest it may own to the software and
documentation developed by OMIGA SOLUTIONS specifically for CUSTOMER under
this Agreement subject to the following limitation.OMIGA SOLUTIONS retains a
world-wide,unli mited,perpetual and royalty free right to (i)copy and use the
software and documentation internally for a ny purpose;(ii)copy and distribute to
third parties software whic h performs a general utility function;and (iii)use for any
purpose any conc epts ,ideas,or techniques resulting from the development of the
software and documentation by OMIGA SOLUTIONS.
(b) OMIGA SOLUTIONS grants to CUSTOMER all right,title,and interest in the software
and documentation that is an enhancement to or modification of exis ting software
or documentation on all of the CUSTOMER’s computer systems.
(c) Any OMIGA SOLUTIONS software,equipment or cons ul ting,programming,or
management tools which may be furnished or uti lized by OMIGA SOLUTIONS in the
performance of these services shall remain the property of OMIGA SOLUTIONS and
shall be immediately returned to OMIGA SOLUTIONS,upon its request or upon
completion of the Services.
6. Service Work Assignments.OMIGA SOLUTIONS retains the right to a ssign such personnel,
including subcontractors ,as it deems appropriate to the performance of Services under the
Agreement.
7. CUSTOMER Coordination for Services.CUSTOMER will provide a primary point of contact
and make av ailable a ll technical matter,data,information,operating supplies,and
computer system(s ),as reasonably required by OMIGA SOLUTIONS.OMIGA SOLUTIONS will
assign a primary contact person for the Services.
8. Price and Payment.The pric es in this Agreement are exclusive of all applicable taxes,duties,
licenses,a nd tariffs l evied upon the sale,purchase or delivery of the Servi ces which remain
the CUSTOMER’s obligation. Prices quote d are firm for thirty (30)days following the quote
unless otherwise provided on the Offer.Except for COD accounts that are due on delivery,
payment is due thirty (30)days from the da te of the invoice which wi ll be after the services
has been received and accepted by the Customer .All payments will be made in US currency.
Out of pocket expenses will be charged as incurred.Unless expressly provided to the
contrary,i tems designated by OMIGA SOLUTIONS as es timates are estimates only and are
not bi nding commitments.CUSTOMER will pay interest in the amount of one -half percent
(.5%)per month,or the maximum allowed by law whichever is lower,on any outstanding
balance owed.
9. Confidential Information.Written and oral information designated as confidential by either
party whether before or after the effective date of this Agreement shall be held i n strict
confidence and used o nl y for purposes of this Agreement.Except as required by law,in
confidential information,incl uding the provisions of this Agreement,shall be disclosed
without the prior written consent of the party designating the information as confidential.If
ei ther party is required to disclose any co nfidential information of the other party,the party
so required s ha ll notify the other party immedia tely.This section shall not apply to
information,which is (i)in the public domain,(ii )already known to the recipient,(ii i)
developed i ndependently or (iv)received from a third party without simila r restriction and
without breach of this or a s imilar agreement.
10. Export.CUSTOMER acknowledges that it is responsibl e for complying with (and agrees to
comply with)all applicable export and re -export control laws and regulations,including,
without limitation,the Export Administration Regulations maintained by the United States
Department of Commerce.Specifically,CUSTOMER covenants that it shall not --directly or
indi rectly --sell,export (including without limit ation any deemed export as defined by
appl icable law),re -export,transfer,divert,or otherwise dispose of any Serv ice deliverable
to any country (or national thereof)subject to antiterrorism controls,U.S.embargo,
encryption technology controls,or any other person,entity (or utilize any such person or
entity in connection with the activities listed above),or destination prohibited by the laws
or regulations of the United Sta tes,without obtaining prior authorization from the
competent government authorities as required by those l aws and regulations.CUSTOMER
certifies,represents and warrants that no Service shall be used for any military or defense
purpose,incl uding,without limitation,being used to des ign,develop,engineer,
manufacture,produce,assemble,test,repair,maintain,modify,operate,demilita rize,
destroy,process,or use military or defense articles.Notwithstanding any provision of IT
services or designs by OMIGA SOLUTIONS,CUSTOMER acknowledges that it is not relying
on OMIGA SOLUTIONS for any advice or counseling on such export control requirements.
CUSTOMER agrees to indemnify,to the fullest extent permitted by law,OMIGA SOLUTIONS
from and agai nst any fines,penalties and reasona ble attorney fees that may arise as a result
of CUSTOMER’s breach of this Section.
11. Limitation of Liability.NO MONETARY RECOVERY IS AVAILABLE FROM OMIGA SOLUTIONS
FOR WARRANTY CLAIMS.
12. Cancellation o f Order.Customer may only cancel for good cause or for reasons out of the
Customer’s control, such as budgetary constraints.If Customer cancels the contract,
Customer must provide reimbursement to OMIGA SOLUTIONS for all work and services
already completed and must give OMIGA SOLUTIONS 30 days advance notice of such
cancellation.
13. Additional Co ntractual Rig hts for Default.If CUSTOMER defaul ts in performance of any
obligation under this Agreement,including the payment of any amount due,OMIGA
SOLUTIONS may,at its o ption,suspend performance,require prepa yment,or terminate its
performance a nd collect payment for all Services provided up to the date of terminati on .If
Omiga Solutions defaults in performanc e of any obligatio n under this Agreement
CUSTOMER may,at its option,sus pend performance of the Agreement or terminate the
Agreement.
14. Attorney Fees.CUSTOMER shall reimburse OMIGA SOLUTIONS for any and all expenses
including,without limitation,reasonable attorney fees and legal expenses that OMIGA
SOLUTIONS pays or incurs i n protecting and enforcing the rights of OMIGA SOLUTIONS
under thi s Agreement.Omiga Solutions shall reimburse CUSTOMER for any and all expenses
including,without limitation,reasonable attorney fees and legal expenses that customer
pays or incurs in protecting and enforcing the rights of CUSTOMER under this Agreement.
15. Publication.Nothing contained in this Agreement shall be interpreted so as to prevent
OMIGA SOLUTIONS from publicizing its business relationship with CUSTOMER,but it will be
only done with written consent from the CUSTOMER (<customer name here>)on a case by
case basis.
16. No Solicitation.As permitted by law CUSTOMER agrees not to solicit for employment or to
employ any OMIGA SOLUTIONS employee during work being performed and for a period of
twelve (12)months following the conclusion of the work performed under this Agreement.
OMIGA SOLUTIONS agrees no tot solicit for employment or to employ any CUSTOMER
employee during work being performed and for a period of twelve (12)months following
the conclusion of the work performed under this Agreement.
17. Indemnification.CUSTOMER agrees to defend,at its expense,and to indemnify OMIGA
SOLUTION S against any award of damages and costs based on the claim that any materials
or documentation provided by CUSTOMER to OMIGA SOLUTIONS during this engagement
infringes a U.S.patent,copyright or other intellectual property right o f a ny third party.
OMIGA SOLUTIONS shall defend,Indemni fy and hold the Ci ty of Kent,its officers,officials,
employees,agents,and volunteers harmless from any and all claims,injuries,damage,
losses,or s ui ts,incl uding all legal costs and attorney fees,arisi ng out of or in connection
with OMIGA SOLUTIONS performance of this agreement,except for that porti on of the
injuries and damages caused by the City’s Negligence. The City’s inspection or acceptance of
any of OMIGA SOLUTIONS’ work when completed shall not be grounds to avoid any of these
covenants of indemni fication.Should a court of competent jurisdiction determine that this
agreement is subject to RCW 4.24.115,then,in the event of lia bi lity for damages arising out
of bodily injury to persons or damage to property caused by or resulting from the
concurrent negligence of OMIGA SOLUTIONS and the City,its officers,officials,employees,
agents,and volunteers,OMIGA SOLUTIONS duty to defend,indemnify,and hol d the City
harmless, OMIGA SOLUTIONS’ liability accruing from that obligation shall be only to the
extent of OMIGA SOLUTIONS negligence.IT IS FURTH SPECIFICALLY AND EXPRESSLY
UNDERSTOOD TH AT THE INDEMN IFICTION PROVIDED HEREIN CONSTITU TES OMIGA
SOLUTIONS’ WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE,TITLE 51 RCW,SOLELY
FOR THE PURPOSE OF THIS INDEMNIFICATION.THE PARTIES FURTHER ACKNOWLEDGE
TH AT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.In the event OMIGA SOLUTIONS
refuses tender of defense in any suit or claim,if that tender was made pursuant to this
indemnification clause,and if that refusal is subsequently determined by a court having
jurisdiction (or other agreed tribunal) to have a wrongful refusal on OMIGA SOLUTIONS’
part, then OMIGA SOLUTIONS shall pay all the City’s costs for defense, including all
reasonable expert witness fees and reasonable attorney’s fees, plus the City’s legal costs
and fees incurred because there was a wrongful refusal on OMIGA SOLUTIONS’ part. The
provis ions of this section shall survive the expiration of termination of this Agreement
18. Governing Law.These Terms and Conditions will be cons trued in accordance with the l aws
of the State of Washington.All legal claims must be filed in King County Superior Court.
19. No Waiver.The failure of either party to i ns is t upon strict performance of any of the
provis ions of the Terms and Conditions will not be deemed a waiver of any breach or
default.The remedies provided to OMIGA SOLUTIONS hereunder are not a wa iver o f the
remedies of OMIGA SOLUTIONS under applicable law.
20. Severability .If any provision of the Agreement is unenforceable as a ma tter of la w,all other
provis ions will rema in in effect.
21. Excusable Delay.OMIGA SOLUTIONS will not be liable for any del ay or failure of
performance whatsoever due to acts of God,earthquakes,shortage of supplies,
transportation diffic ul ties,labor disputes,riots,war,fire,epi demics or other circumstances
beyond OMIGA SOLUTIONS's control.
22. Insurance.OMIGA SOLUTIONS agrees for the duration of this contract to procure and
maintain insuranc e against cl aims for i njuries to persons or damage to property which may
arise from or in connection with OMIGA SOLUTIONS’s services supplied to the Customer.
OMIGA SOLUTIONS’s maintenance of insurance as required by this agreement shall not be
construed to l imi t the liability of OMIGA SOLUTIONS to the covera ge provided by such
ins urance,or otherwise limit the Customer’s recourse to any remedy available at law or in
equity.OMIGA SOLUTIONS agrees to pro cure and maintai n a Commercial General Liability
ins urance tha t shall be written on Insurance Services Office (ISO)occurrence form C G 00 01
and sha ll cover products liability.The Customer shall be named as a n insured under OMIGA
SOLUTIONS’s Commercial General Liability insurance policy using ISO Additional Insured -
Contractor’s Endorsement CG 20 15 or a substitute endorsement providing equivalent
coverage.Commercial General Liability insurance shall be written with limits of no les s than
$1,000,000 each occurrence,$1,000,000 general aggregate and a $2,00 0,000 products
liability aggregate limit.The insurance coverage shall be the primary insurance as respec t to
the Customer.Any insurance,self-insuranc e,or insuranc e pool coverage mainta ined by the
Customer shall be excess of OMIGA SOLUTIONS’s insurance and shall not contribute with it.
OMIGA SOLUTIONS’s insurance shall be endorsed to state that the coverage shall not be
cancelled by either party,except after thirty (3 0)DAYS pri or written no tice by certified mail,
return request,has been gi ven to the Customer.The said insurance is to be placed with
ins urers with a c urrent A.B.Best rating of not less than A:VII.OMIGA SOLUTIONS will
furnish the Customer with the original certificate and a copy of the amendatory
endorsements,including but not necessari ly l imi ted to t he additional insured endorsement,
evidencing the insurance requirements of this contract before security services will
commence and be accepted by the Customer.
23. Time for Bringing Claims.Any claim by CUSTOMER aga inst OMIGA SOLUTIONS,arising from
or in connection with the Agreement or any related purchase order cannot be filed,made or
maintained unl ess filed within 24 months after OMIGA SOLUTIONS,has provided the
Services in question.
24. Entire Agreement.Thes e terms and conditions along with the Offer constitute the entire
agreement between the parties as to the sale Services and supersede all prior or current
written or oral statements,representations ,negotiations,agreements and understandings.
Omiga Solutions Inc. City of Kent
Authorized Signature
Name:Mark W.Meyer
Title:President
Date:March 23,2023
Authorized Signature
Name:
Title:
Date:
Mike Carrington
IT Director
03/27/2023