HomeMy WebLinkAboutAgreements/Contracts - Prosecuting Attorney1�
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KEVIN J. MCCRAE
GRANT COUNTY PROSECUTING ATTORNEY
MEMORANDUM
To BOARD OF COUNTY COMMISSIONERS
FROM: Barbara G Duerbeck, Deputy Prosecuting Attorney
SUBJECT: KOA Hills Consulting Software as a Service Agreement
DATE: 08/08/2023
Attached, please find the KOA Hills Consulting Software as a Service Agreement.
This agreement is part of the software agreement package for the new software the Auditor's
Office is seeking out.
Attached for your reference is the Tyler Technologies Software as a Service Agreement. This
document is not to be executed yet. Both documents reference each other, which is preferable
from a legal standpoint. However, it makes execution a bit more complicated.
After consulting with Tyler Tech's counsel, we have agreed the path forward that makes the
most sense is as follows: Should the BOCC desire to approve the contract, the BOCC should first
sip the KOA Hills agreement, with the Tyler Tech agreement attached for reference in the form
the parties intend to enter it. Once that is executed, the KOA Hills agreement will be attached to
the Tyler Tech agreement as an Exhibit, and then the Tyler Tech agreement will be executed.
If you have any questions, I am happy to answer them at the Roundtable or Prosecutor's Update.
Thank you,
Barbara G. Duerbeck
AUG 14 2023
CONSENT
REC_�W
AUG 0 8 ?A123
GRANT COUNTY COMMISSIONERS
K23-205
KOA Hills Consulting Software as a
Service AGREEMENT
This Software as a Service Agreement ("Agreement"), dated August 4, 2023 ("Effective Date"), is by and between
Koa Hills Consulting, a Nevada LLC ("Supplier"), having an office for notices at P.O Box 58, Reno, NV 89504, and
Grant County ("Client"), located at P.O. Box 37, Ephrata, Washington 98823-0037.
INTENDING to be legally bound, Supplier and Client agree that the following terms and conditions will apply to
the Historical Data Archive SaaS Software and services provided under this Agreement, including the attached
which are incorporated by reference:
Tyler SaaS Agreement Investment Summary entitled "Grant County, WA — EERP — Preliminary Estimate v2"
("Investment Summary"); and Tyler SaaS Agreement Grant County Statement of Work from Tyler Technologies,
Inc.
1. DEFINITIONS
Whenever used in this Agreement, any schedules, exhibits, or addenda to this Agreement, the following terms
shall have the meanings assigned below. Other capitalized terms used in this Agreement are defined in the
context in which they are used.
1.1 "Agreement" means this agreement as a Service Agreement between Supplier and Client, inclusive of all
schedules, exhibits, attachments, addenda, and other documents incorporated by reference.
1.2 "Authorized User" means the employees of the Client.
1.3 "Confidential Information" means any information that a disclosing party treats in a confidential manner
and that is marked "Confidential Information" prior to disclosure to the other party. Confidential Information
does not include information which: (a) is public or becomes public through no breach of the confidentiality
obligations herein; (b) is disclosed by the party that has received Confidential Information (the "Receiving Party")
with the prior written approval of the other party; (c) was known by the Receiving Party at the time of disclosure;
(d) was developed independently by the Receiving Party without use of the Confidential Information; (e) becomes
known to the Receiving Party from a source other than the disclosing party through lawful means; (f) is disclosed
by the disclosing party to others without confidentiality obligations; or (g) is required by law to be disclosed.
1.4 "Documentation" means, collectively: (a) all materials published or otherwise made available to Client by
Supplier that relate to the functional, operational and/or performance capabilities of the Software; (b) all user,
operator, system administration, technical, support and other manuals and all other materials published or
otherwise made available by Supplier that describe the functional, operational and/or performance capabilities of
the Software; (c) any Requests for Information and/or Responses for Proposals (or documents of similar effect)
issued by Client, and the responses thereto from Supplier, and any document which purports to update or revise
any of the foregoing.
1.5 "Enhancements" means any improvements, modifications, upgrades, updates, fixes, revisions and/or
expansions to the Software that Supplier may develop or acquire and incorporate into its standard version of the
Software or which the Supplier has elected to make generally available to its clients who are on a support and/or
maintenance plan.
1.6 "Intellectual Property Rights" includes without limitation all right, title, and interest in and to all (a)
Patent and all filed, pending, or potential applications for Patent, including any reissue, reexamination, division,
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continuation, or continuation -in -part applications throughout the world now or hereafter filed; (b) trade secret
rights and equivalent rights arising under the common law, state law, federal law, and laws of foreign countries;
(c) copyrights, other literary property or authors rights, whether or not protected by copyright or as a mask work,
under common law, state law, federal law, and laws of foreign countries; and (d) proprietary indicia, trademarks,
tradenames, symbols, logos, and/or brand names under common law, state law, federal law, and laws of foreign
countries.
1.7 "Project Manager" means the individual who shall serve as each party's point of contact with the other
party's personnel as provided in this Agreement. The initial Project Managers and their contact information are
set forth in the Notices section below and may be changed by a party at any time upon written notice to the other
party.
1.8 "Software" means the Supplier's Historical Data Archive computer programs, licensed to Client pursuant
to this Agreement, that provide the functionality and/or produce the results described in the Documentation,
including without limitation all Enhancements thereto.
1.9 "SaaS Fees" means the fees for the SaaS Services identified in the SOW/Quote.
1.10 "SaaS Services" means the right to use the Historical Data Archive Software, receive maintenance and
support.
1.11 "SOW" means the standard implementation plan describing what services/data will be provided to
implement the Historical Data Archive software.
1.12 "Support and Maintenance Services" means the technical support, error correction services and support,
and Enhancements provided by Supplier to Client to use, maintain and enhance the Software provided by Supplier
to Client.
1.13 "Third Party" means persons, corporations, and entities other than Supplier, Client or any of their
employees, contractors or agents.
1.14 "Third Party Software" means any Software provided by Supplier to Client that Supplier licensed from a
Third Party and is to be delivered by Supplier to Client in connection with the Software.
1.15 "Version" means one of a sequence of copies of a Software program, each incorporating new
modifications commonly identified by a number in the form X.Y, where X is the Version number and Y is the
release number. An increment in X (with Y reset to zero) signifies a substantial increase in the function of the
program or a partial or total re -implementation, whereas Y increases each time the program is changed in any
way and re-released.
1.16 "We, Us, Our" means Koa Hills Consulting LLC
1.17 "You"and similar terms means the Client
2. Rights Granted and Restrictions
Koa Hills Consulting LLC grants to you a non-exclusive non -assignable limited right to use to use the Software and
SaaS Services for your internal business purposes only as of the effective date. Your rights to use the Software are
perpetual but may be revoked if you fail to comply with any material terms of this Agreement and have not cured
such material failure within 30 days of notice of such failure.
2.1 SaaS fees — You agree to pay us SaaS Fees. If the annual fee is not paid when due, your SaaS Service to
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use the Software will be suspended unless and until payment is made in full.
2.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-
commercial reference purposes only.
2.3 Client understands and agrees that, except as permitted by this Agreement, it may not: (a) sell, assign,
lease, license, sub -license or otherwise distribute the Software or Documentation, (b) use the Software for the
purposes of providing commercial data processing services to Third Parties, such as commercial use in a service
bureau, timesharing, remote batch, or other similar commercial operation; (c) create or attempt to create, or
permit others to create or attempt to create, by reverse engineering or any other process, the Software (d)
modify or create any derivative works of the Software or (e) remove or alter any trademark, logo, copyright or
other proprietary notices, legends, symbols or labels.
2.4 We reserve all rights not expressly granted to you in this Agreement. The Software and Documentation
are protected by copyright and other intellectual property laws and treaties. We own the title, copyright and
other intellectual property rights in the Software and the Documentation.
3. Support and Maintenance Services
3.1 The Client shall receive the general help desk Support and Maintenance Services offered by Supplier.
3.2 The Project Managers, or such persons as otherwise designated by Client and Supplier, shall serve as said
parties' contacts for all communications relating to Support and Maintenance Services. Each party may change its
own contact person by written notice to the other party.
3.3 Except as otherwise provided in a signed addendum to this Agreement, nothing herein shall obligate
Supplier to enhance the Software in any respect or on any particular date. The decision as to whether and/or
when, to enhance the Software will be within Supplier's discretion.
4. Professional Services
4.1 We will provide the implementation services outlined in the Statement of Work (SOW).
4.2 You agree to pay us the professional services fees in the amount set forth in the Investment Summary.
The Client acknowledges that the fees stated in the Investment Summary are good faith estimates of the time and
materials required for your implementation; however, Additional Professional Services may be required as set
forth in section 4.3.
4.3 Additional Professional Services. If additional work beyond the scope of contracted services is required or
if the Client requests additional work outside the original SOW then a change order will be produced with the
hours required/requested at the current hourly rate.
4.4 Access and Requirements. At no cost to Koa Hills Consulting LLC, Client agrees to provide us with full and
free access to your personnel and equipment and network as may be reasonably necessary to provide
implementation and installation services, subject to reasonable security protocols.
4.5 Client Assistance. You acknowledge that the implementation of the Software is a cooperative process
requiring time and effort from your personnel. We will not be liable for failure to meet deadlines or milestones
when such failure is due to Force Majeure or by failure of your personnel to provide cooperation and assistance.
5. Fees, Invoices, Payment and Invoice Disputes
5.1 Client agrees to pay all undisputed amounts due to Supplier in accordance with the Investment Summary.
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Such fees will be payable by client and within thirty (30) calendar days of Client's receipt of Supplier's invoice or
the invoice due date, whichever is later.
5.2 If an invoiced amount is disputed in good faith by the Client, then the Client shall work with the Supplier
to resolve the dispute. Client may suspend the payment of all disputed amounts until the dispute is resolved.
Client has 30 days from the invoice date to dispute an invoice in writing to the Supplier.
6. Term and Termination
6.1 Term. This Agreement shall be effective as of the Effective Date. The initial term of the SaaS Services is 5
years and shall commence when the Supplier makes the SaaS services available to the Client, unless earlier
terminated as set forth below. Upon expiration of the initial term, and upon mutual agreement of both parties,
this Agreement may renew for up to five (5) additional five (5) year renewal terms, each at our then -current SaaS
Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the initial term or the
end of the then -current renewal term. We will provide you notice of any increase in SaaS Fees no less than ninety
(90) days prior to the commencement of the renewal term. You will then have until sixty (60) days prior to the
termination of the current term to agree to a renewal of this Agreement at the prices contained in our notice, or
as we may otherwise agree. Your right to access or use the Software and the SaaS Services will terminate at the
end of this Agreement.
6.2 This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all
undisputed fees and expenses related to the Software, products, and/or services you have received, or we have
incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations
other than your termination for cause must have been submitted as invoice disputes.
6.3 Either party may terminate this Agreement if the other party intentionally and materially breaches this
Agreement and then fails to correct such breach within thirty (30) days of notice of the breach. Written notice of
the breach will be provided to the offending party as soon as the breach is identified. In the event of an
uncorrected breach this Agreement can be terminated immediately.
6.4 Failure to Pay SaaS Fees - You acknowledge that continued access to the SaaS Services is contingent upon
your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services
and deny your access to the Software. We may also terminate this Agreement if you don't cure such failure to pay
within forty-five (45) days of receiving written notice of our intent to terminate.
6.5 Fees for Termination without Cause - Client hereby acknowledges that we have invested time and
personnel in the development of the Software being licensed to the Client. Therefore, termination of this
Agreement without cause during the initial term will result in a financial hardship to us. If you terminate this
Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the
following early termination fees:
a) if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of
termination plus 25% of the SaaS Fees then due for the remainder of the initial term;
b) if you terminate during the second year of the initial term, 100% of the SaaS Fees through the date of
termination plus 15% of the SaaS Fees then due for the remainder of the initial term; and
c) if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of
termination plus 10% of the SaaS Fees then due for the remainder of the initial term.
6.6 The following Sections shall survive the expiration or termination of this Agreement: Section 6, 71 91 10,
11, 12, 13, 15 and 16. Any terms of this Agreement which by their nature extend beyond its termination remain
in effect until fulfilled and apply to respective successors and assignees.
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7. Warranty, limitation of Liability and Indemnification
7.1 Supplier represents and warrants that the Software provided under this Agreement shall function
substantially in accordance with the Documentation and produce results substantially in accordance with the
Documentation. Supplier's obligations for breach of the Software Warranty shall be limited to using its best
efforts, at its own expense, to correct or replace that portion of the Software which fails to conform to such
warranty, and, if Supplier is unable to correct any breach in the Software Warranty by the date which is sixty (60)
days after Client provides notice of such breach, Client may, in its sole discretion, either extend the time for
Supplier to cure the breach or terminate this Agreement. This will be your sole remedy should we be unable to
cure the defect.
7.2 THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
WITH REGARD TO THE SOFTWARE PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.3 If the Software and/or Documentation, or any part thereof, is the subject of any claim for infringement of any
patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any
Third Party, or if it is adjudicated by a court of competent jurisdiction that the Software and/or Documentation, or
any part thereof, infringes any patent, copyright, trademark, or other proprietary right or violates any trade secret or
other contractual right of any Third Party, and Client's use of the Software and/or Documentation, or any part of it, is
enjoined or interfered with in any manner, Supplier shall, at its sole expense and within sixty (60) calendar days of
such injunction or interference, either: (a) procure for Client the right to continue using the Software and/or
Documentation free of any liability for infringement or violation; (b) replace or modify the Software and/or
Documentation, or parts thereof, with non -infringing Software and/or Documentation of equivalent or better
functionality.
7.4 Supplier shall have no obligation to indemnify Client for a claim if: (a) Client uses the Software in a manner
contrary to the provisions of this Agreement and such misuse is the cause of the infringement or
misappropriation; or (b) Client's use of the Software in combination with any product, software or system not
authorized, approved or recommended by Supplier and such combination is the cause of the infringement or
misappropriation; or (c) altering or modifying the Software including any modification by a third parties at your
direction or otherwise permitted by you; or (d) willful infringement, including use of the software after we notify
you to discontinue use due to such a claim.
7.5 Supplier shall defend, indemnify and hold the Client, its officers, employees, and agents harmless from
and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or
damages arising out of the performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages caused by or resulting from the negligent or
intentional acts or omissions of the Supplier, its officers, employees, or agents.
7.6 Client shall defend, indemnify and hold the Supplier, its officers, employees, and agents harmless from
and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or
damages arising out of the performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages caused by or resulting from the negligent or
intentional acts or omissions of the Client, its officers, employees, or agents.
7.7 The indemnifying party shall keep the other reasonably apprised of the continuing status of the claim,
including any proceedings resulting from it, and shall permit the other party, at its expense, to participate in the
defense or settlement of the claim provided that the indemnifying party has the sole right to control the defense.
7.8 LIMITATION OF LIABILITY - EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR
TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES,
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NOT TO EXCEED; (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT TWO TIMES (2X) THE
TOTAL ONE TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL TRANSITION TO
MAINTENANCE AND SUPPORT, TWO TIMES (2X) THE THEN CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE.
THE PARTIES ACKNOWLEDGE AND AGREE THATTHE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE
UPON THIS LIMITIATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE
EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL
PURPOSE OF ANY REMEDY. THE FOREGOING LIMITIATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE
SUBJECT TO SECTION 8.3 THROUGH 8.6.
7.9 EXCLUSION OF CERTAIN DAMAGES — TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL WE BE LIABLE OR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Insurance
8.1 During the course of performing services under this Agreement, Koa Hills Consulting LLC agrees to
maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile
Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation of at
least $1,000,000; (e) Cyber Insurance of at least $1,000,000. We will provide a certificate of insurance upon
request.
9. Confidentiality
9.1 Each party acknowledges that certain information that it shall acquire from the other is of a special and
unique character and constitutes Confidential Information.
9.2 The Receiving Party agrees to exercise the same degree of care and protection with respect to the
Confidential Information that it exercises with respect to its own similar Confidential Information and not to
directly or indirectly provide, disclose, copy, distribute, republish, or otherwise allow any Third Party to have
access to any Confidential Information without prior written permission from the disclosing party. However: (a)
either party may disclose Confidential Information to its employees and authorized agents who have a need to
know; (b) either party may disclose Confidential Information if so required to perform any obligations under this
Agreement; and (c) either party may disclose Confidential Information if so required by law (including court order
orsubpoena).
10. Title/Ownership
10.1 Client acknowledges that Supplier holds all right, title and interest in any copyrights, patents, trade
secrets and any other Intellectual Property Rights in the Software. Nothing in this Agreement shall be construed
to convey any title or ownership rights in the Software to the Client.
10.2 All data created and/or processed by the Software is and shall remain the property of the Client and shall
in no way become attached to the Software, nor shall Supplier have any rights in or to the data of Client.
10.3 Any documents, forms, compilations and/or spreadsheets that are generated from the utilization of the
functionality of the Software are not the intellectual property of the Supplier and can be used by Client in its
ordinary course of business, including but not limited to Client sharing such documents with Third Parties.
11. Dispute Resolution
11.1 Designated Supplier and Client Project Managers shall meet as often as is reasonably required to review
the performance of the parties under this Agreement and to resolve any disputes.
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11.2 If a dispute arises and these representatives are unable to resolve the dispute within fifteen (15) business
days, then the dispute will be escalated to an executive level representative of each party with the authority to
resolve such matters. Supplier and Client executives must meet to resolve any disputes. To the extent provided by
law, all meetings and discussions between executive level representatives will be deemed confidential settlement
discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar state rule. If we fail to
resolve the dispute, then the parties shall participate in non-binding mediation to resolve the dispute. If the
dispute remains unresolved after mediation, then either party may assert our respective rights and remedies in a
court of competent jurisdiction. Nothing in this section shall prevent either party from seeking necessary
injunctive relief during the dispute resolution procedures.
12. Joint Drafting
SUPPLIER AND CLIENT ACKNOWLEDGE THAT EACH HAS BEEN ADVISED BY THEIR RESPECTIVE ATTORNEYS
REGARDING THE TERMS, EFFECTS AND CONSEQUENCES OF THE AGREEMENT. ACCORDINGLY, SUPPLIER AND
CLIENT AGREE THAT THIS AGREEMENT SHALL NOT BE CONSTRUED AS HAVING BEEN DRAFTED SOLELY BY OR ON
BEHALF OF EITHER PARTY.
13. Assignment
This agreement shall be binding on and shall be for the benefit of either your or our successor(s) or permitted
assign(s). Neither party may assign this Agreement without prior written consent of the other party; provided,
however your consent is not required for assignment by us because of a corporate reorganization, merger,
acquisition, or purchase of substantially all of our assets.
14. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington,
excluding its conflicts of laws provisions. Any dispute, claims, demands or actions arising out of or in relation to
this Agreement, or the interpretation, making, performance, breach or termination thereof shall be brought in
and resolved by the Superior Court of Grant County Washington.
15. No Intended Third Party Beneficiaries
This agreement is entered into solely for the benefit of Supplier and Client. No third party will be deemed a
beneficiary of this agreement, and no third party will have the right to make any claim or assert any right under
this agreement.
16. Client Name
Client agrees that Supplier can identify Client by name in client lists, and with prior written consent marketing
presentations and promotional materials.
17. Force Majeure
Neither party shall be liable to the other for failure or delay of performance hereu nder due to earthquake, flood,
storm, fire, epidemics, acts of government, governmental agencies or officers, war, insurrection, riots, civil
disturbances, or any other cause beyond the reasonable control of the non-performing party. The non-performing
party will promptly notify the other party in writing of an event of force majeure, the expected duration of the
events, and its anticipated effect on the ability of the party to perform its obligations and make reasonable effort
to remedy the event of force majeure in a timely fashion.
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18. Notices
All notices, requests, consents, approvals, or authorizations in connection with this Agreement (collectively,
"Notices") must be given in writing, sent by personal delivery, messenger, overnight delivery service, electronic
mail with delivery acknowledgement or the United States mail, postage prepaid, certified or registered, return
receipt requested, and addressed as follows:
If to Supplier:
Koa Hills Consulting LLC
P.O Box 58, Reno, NV 89504
Attention: John Schwartz
If to Client:
Grant County
P.O. Box 37, Ephrata, WA 98823-0037
Attention: Auditor
18.1 All Notices sent in accordance with the foregoing shall be deemed received by the intended recipient: (a)
upon personal delivery; or (b) One (1) business day following deposit with an overnight courier service submitted
in time for next day delivery or (c) by email acknowledgement.
18.2 Either party may change its notice contact information above by written notice to the other party.
19. Severability
19.1 The terms of this Agreement are severable. If any provision of this Agreement, or any portion thereof, is
declared by a court of competent jurisdiction to be illegal, void, invalid or unenforceable, that provision of the
Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the
remainder of the Agreement will continue in full force and effect for the same purpose.
19.2 In the event that any provision shall be held to be illegal, void, invalid or unenforceable, that provision
shall in good faith be renegotiated to reflect as closely as possible the intent of the original provisions of this
Agreement in a manner that is valid and enforceable.
20. Waiver
20.1 The waiver of any performance required under this Agreement or of any breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent failure to perform or breach of the
same or any other provision of this Agreement.
20.2 The delay or omission by either party to exercise any right or remedy under this Agreement shall not be
construed to be either acquiescence or the waiver of the ability to exercise any right or remedy in the future.
21. Counterparts
This Agreement may be executed in multiple counterparts, each of which when so executed and delivered shall
be deemed an original, and such counterparts together shall constitute one and the same instrument. Each party
shall receive a duplicate original of the counterpart copy or copies executed by it. For purposes hereof, a facsimile
or emailed copy of this Agreement, including the signature pages hereto, shall be deemed an original, and each
party agrees that it will not contest the validity of the execution of this Agreement solely based on any signature
being a facsimile or electronic transmission. If this Agreement is executed in counterparts, no signatory hereto
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shalt be bound by this Agreement until all parties have executed a counterpart of this Agreement Each party
-represents to the other that the signatory set forth below is duty authorized to bind that party to this agreement.
22. Headings
The section headings in this Agreement are inserted for convenience only, are not substantive, and shall -not be
interpreted to define, describe, modify, or otherwise limit the interpretation or scope of the provision under the
-section heading or of the Agreement as a whole.
23. Entire Agreement
This Agreement,, together with all the incorporated exhibits, schedules, attachments, and proposals and addenda,
constitutes the entire, final and exclusive Agreement between the parties with respect to the subject matter
herein and supersedes all prior and contemporaneous agreements, understandings negotiations and discussions.,
whether oral or written, between the parties. The parties expressly disclaim the right to claim the enforceability
or effectiveness of any oral modifications to this Agreement car any amendments based on course of dealing,
waiver, release, estoppel., or other similar legal theory. Any amendment or modification to this Agreement shall
be -effective only if In writing and signed by duly authorized representatives ,of -both Supplier and -01ent.
The authorized signatory from each party has read the Agreement, understands it and Is authorized to bind
-his/her organization. This Agreement becomes binding when signed by the authorized signatory of both parties.
IN WITNESS WRERE-OF, the ,p* artles have -entered into this Agreement as of the Effective -Date.
Koa HfIls Consultin LC Grant County
By: By
Print Name:Jghm Print -Name:
Title F. Title:
Date: Date:
Page 9 �
2023.
APPROVED AND ADOPTED this �" � _ day U4
,
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
i�,omqn�(
Rob Jones, Chair
k
Cind Cart , Menber
Danny St ne , Member
ATTEST:
Barbara J. V4
ez
Clerk of the Board
APPROVED AS TO FORM:
'-B—a-r-b ara G. Duerbeck
Deputy Prosecuting Attorney
Grant County Prosecutor's Office
Historical Archive Database
Scope of Work
Introduction
Koa Hills Consulting (KHC) will deliver a web -based data archival system to maintain access to historical data in
addition to the data that is converted directly to the Enterprise Resource Planning (ERP) system. The build out of the
historical archive database uses the same ERP data conversion templates and mappings created during the
implementation process. Users will be able to access an intuitive web -based application in order to retrieve historical
information. The historical information includes the following areas of data:
• General Ledger
• Projects
• Budget
• Vendors
• Accounts Payable Checks
• Accounts Payable Invoices
• Purchase Orders
• Contracts
• Employee Demographics
• Employee Job/Salary
• Employee Deductions
• Payroll Check History
Application Features
The historical archive database is a web -based module which provides menu driven access to a series of screens and
reports designed for user access. The web front end is very similar in nature to the inquiry options within the ERP to
provide users with a familiar and intuitive interface. The screens provide the ability to perform advanced searches
and return data which may then be viewed and exported to Excel, if needed.
The following screens will be available within the historical archive database. Information on these screens will
correlate with the ERP screens whenever possible; however, certain pieces of information which would become stale
over time are omitted. All data available through the ERP Conversion programs have the opportunity for inclusion in
the data archive.
Account Central All related financial activity for a given ERP GL
Journal Entries
Project Central All related financial activity fora given ERP GL Organization, Object and Project including
budget, actual and encumbrance data.
Budget Central
Invoice Central AP Invoice information with associated purchase orders and payment details.
Checks Central
Purchase Orders Purchase order and line item detail with associated AP Invoices.
Contracts Central Contract information with associated AP Invoices and Purchase Orders.
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Vendor Central
All related financial activity for a vendor, and drill down into the detail in: Checks, Invoices,
Purchase Order, Contracts.
Finance Codes
Vendor Central
Finance Reports
Purchasing Central
Employee Central
Contracts Central
Employee Master
Employee tracking and general information
Employee
Job/Salary
Employee job and salary information
Employee
Deduction
Employee payroll deductions
Check History
Employee payroll check history
The following reports will be available within the historical archive database. Information on these reports will
correlate with the ERP screens whenever possible; however, certain pieces of information which would become stale
over time are omitted. All data available through the ERP Conversion programs have the opportunity for inclusion in
the data archive
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Accounts, Project
Central
All related financial activity for a given ERP GL Organization, Object and Project including
budget, actual and encumbrance data.
Vendor Central
All related financial activity for a vendor, and drill down into the detail in: Checks,
Invoices, Purchase Order, Contracts.
Purchasing Central
Purchase order and line item detail with associated AP Invoices.
Contracts Central
Contract information with associated AP Invoices and Purchase Orders.
Invoice Central
AP Invoice information with associated purchase orders and payment details.
Employee Master
Employee tracking and general information
Employee Job/Salary
Employee job and salary history
Employee Deduction
Employee payroll deductions
Check History I
Employee payroll check history
• Reports will be provided in SSRS
• Customer can develop additional reports in SSRS
• KHC can develop additional reports for the client by request and for an additional cost
Deliverables
The following deliverables will be provided with the solution:
• Web based application to access historical data
• Training to use the historical data application
• KHC will assist client in converting and populating data input spreadsheets to match mapping requirements
• Data conversion templates for mapping
o KHC will use the same mapping spreadsheets as the ERP Data Conversion Team
• Historical data will be converted into the archival database using the ERP data structure
Client Responsibilities
• Client shall provide access to fulfill the necessary requirements to historical data files, data mapping expertise
and any other necessary information to facilitate the archival process
• Client shall furnish legacy system documentation for data mapping, as needed
• Client shall furnish the required hardware to run the archival system unless the client chooses the SaaS
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option
• Client shall provide necessary access to the client internal network for installation and configuration if
needed
• Client shall provide GL Account Crosswalk mapping for any legacy accounts which are desired to maintain for
all years archived with the new updated ERP format
• Client shall assist with data validation and testing by running reports comparing totals and details on legacy
data between systems
Hardware Requirements
If not using the KHC SaaS solution, the client will supply the stand-alone server with a recent version of Windows
Server Operating System, SQL server, SSRS, and the Management Studio package. Though the server is a read only,
Koa Hills recommends a duplicate hard drive backup to cover disasters and possible drive failures. Koa Hills will create
a schema which closely matches that of Munis data migration for each sub -system.
Assumptions
• The server will be designed for administrative access only and there will be no layered user security.
• Data is consistent for all years. If the data has changed (ex. COA length changed at some point in the past
and is different from the current data structure in Munis), then additional professional services may be
required.
• Legacy system data will be converted from a single source. If there are multiple legacy systems, then
additional professional services may be required.
• All work will be performed remotely. Travel costs are not included and will be billed as incurred if travel is
required.
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