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DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA
<br /> Terms and Conditions
<br /> MCCi,a Limited Liability Company,which is duly organized and existing under the laws of the 9. TEST/EVALUATION SOFTWARE
<br /> State of Florida,hereinafter referred to as MCCi,hereby offers the Laserfiche Software& Purchases/availability of test and/or evaluation software are dependent upon the
<br /> Services according to the following terms and conditions: manufacturer's current relative policies.
<br /> 1. LASERFICHE SOFTWARE PLATFORM UPGRADE 10. CLIENT SOFTWARE CUSTOMIZATIONS
<br /> One year of LSAP must be purchased for new products when upgrading.LSAP of the original The client may also choose to customize their software internally without MCCi's help.MCC!is
<br /> product will not be credited.However,remaining months of LSAP can be applied towards the not responsible for any damages caused by the client's customization of the software.MCCi will
<br /> new purchase of one year of LSAP for the new products.To receive any available software not be held responsible for correcting any problems that may occur from these customizations.
<br /> credit for prior platform software,the client must have an active LSAP(support/maintenance Routine updates to the software may affect any customizations made by the client.If MCCi's
<br /> that has not expired).Credits are not available for moving to Laserfiche Subscription or Cloud help is required to correct/update any customizations made by the client,appropriate charges
<br /> licensing options from an alternative Laserfiche licensing model. will apply.
<br /> 2. INTEGRATIONS 11. CLIENT OWNED HARDWARE
<br /> 3rd party Laserfiche integrations or utilities may consume one or more Laserfiche user licenses With the exception of MCCi providing hosted infrastructure options for Laserfiche,MCCi does
<br /> depending on how the vendor designed and coded the integration.These additional licensing not support any client-owned hardware or any of the related services as part of this contract.
<br /> needs should be verified by the Client and considered in the user licensing purchased.
<br /> 12. USE OF BASECAMP
<br /> 3. SOFTWARE ASSURANCE PLAN(SAP) Through the course of this project,MCCi may choose to utilize the third-party service
<br /> MCCi acts as 1 st tier support and works with the manufacturer at a 2nd tier level when needed. Basecamp(http://www.basecamp.com)for project management and team collaboration.
<br /> MCCi's Software Assurance Packages include:access to software point release updates, Documentation and correspondence exchanged between MCCi and The Client may be stored
<br /> telephone or email support for software related issues,24-hour FTP and website access, in Basecamp.The Client acknowledges that Basecamp is responsible for secure storage of this
<br /> technical bulletins,and newsletters.Adjustments in annual support rates may be made to documentation,and agrees that Basecamp's security guidelines located
<br /> coincide with current U.S.inflation rates;any increase will not exceed the cumulative increase athttps://basecamp.com/securit are acceptable for the storage of The Client's data and
<br /> in the Consumer Price Index(CPI)occurring since the last price increase.Annual support correspondence exchanged with MCCL
<br /> payment is due in advance of the renewal date.Reinstatement fees may apply if payment is
<br /> received more than 30 days after the renewal date.Any updates requiring shipment of 13. CLIENT INFORMATION TECHNOLOGY ASSISTANCE
<br /> software require Client to pay shipping costs.For Laserfiche(all other software brand terms are For MCCi to excel in customer service,the client must provide timely access to technical
<br /> based on manufacturer's policy)products: resources.The client must provide adequate technical support for all MCCi installation and
<br /> • For net new systems,the support date is set 30 days after MCCi submits software order support services.If the client does not have"in-house"technical support,it is the clients
<br /> to Laserfiche. responsibility to make available the appropriate Information Technology resources/consultant
<br /> • For platform upgrades,the support date is set immediately upon MCCi submitting when needed,
<br /> software order to Laserfiche.
<br /> • For additional software,the support date is prorated to match the clients existing 14. SOFTWARE INSTALLATION
<br /> support date. MCCi will install all software outlined herein.If additional software is needed to bring the site
<br /> All maintenance/subscriptions are prepaid and non-refundable. up to specifications,client will be billed accordingly.
<br /> For Subscription Licensing(only applicable if Subscription licensing has been purchased)
<br /> • Notice of non-renewal:45-day written notice is required.If payment is not 15. PROFESSIONAL SERVICES RESCHEDULING/CANCELLATIONS
<br /> received prior to the expiration date,the Subscription software will no longer Travel Expenses:If the client cancels or reschedules an installation after MCCi has made travel
<br /> function. arrangements,travel expenses may be incurred due to circumstances such as non-refundable
<br /> • Renewal of expired Subscription licensing:If a customer reactivates an expired airline tickets,hotel reservations,rental cars,etc.
<br /> Subscription account within the same calendar year,the customer will be charged Site Preparation:The Client site should be ready for installation according to specifications
<br /> a 1-month reinstatement penalty and the anniversary date will remain as the outlined within the Hardware section.If site is not prepared and results in cancellation,delays,
<br /> original anniversary date.If the reactivation of an expired account occurs a year or or rescheduling of an installation after MCCi has made travel arrangements,the client may
<br /> more after it has been expired,the customer will be charged a 1-month incur expenses due to circumstances such as non-refundable airline tickets,training/install
<br /> reinstatement penalty and will have a new anniversary date based on the date of charges,hotel reservations,rental cars,etc.
<br /> purchase. Project Delays:Requests made by the client to cancel/reschedule delivery of services will
<br /> cause a delay in delivery of the services and the overall project.The client understands that
<br /> Clients may contact MCCi support via MCCi's Online Support Center,email MCC!will have to respect the timelines of other scheduled projects when rescheduling services
<br /> (support@mccinnovations.com),or telephone 866-942-0464.Support is available Monday due to a request made by the client.
<br /> through Friday(excluding major holidays)from 8 a.m.to 8 p.m.Eastern Time.
<br /> 16.ADDITIONAL SERVICES
<br /> 4. SOFTWARE PURCHASES AND SUPPORT RENEWALS As an additional service/product underthis contract,MCCi can provide the following:
<br /> As your current Solution Provider of Record,Laserfiche policy dictates that MCCi,is the only Electronic Agenda and Legislative Management(Legistar)-MCCi offers the Granicus
<br /> Solution Provider that can download software licenses and activations for you.Unless you Legislative Management Suite(Legistar)and related services,which provides electronic
<br /> decide to cancel your contract with MCCi or work with Laserfiche to formally change your automation and creation of agendas and minutes.Legistar is also integrated with
<br /> Laserfiche Solution Provider of Record,future software purchases,upgrades,and support Laserfiche.
<br /> renewals will be processed and provided solely by MCCL Scanning and Digital Conversion Bureau-MCCi offers scanning,indexing,and
<br /> integration of hard copy documents and microfilm/microfiche with Laserfiche Software
<br /> S. LASERFICHE RIO SHARED SERVICES PROVISIONS to provide the Client with the most powerful index retrieval search engine available.
<br /> The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Open Records Request Solution ijustFOIA)-MCCi offers its JustFOIA solution to help
<br /> Laserfiche corporate.For Laserfiche corporate licensing rules,there can only be one licensed agencies track open records requests.justFOIA is a hosted solution that is user-friendly,
<br /> entity per Laserfiche Rio platform.Licensing is non-transferrable.Additionally,the Host Entity is affordable,and integrated with Laserfiche ECM.
<br /> responsible for cost allocation among the other entities that are utilizing its Laserfiche Rio
<br /> Platform and for being the main point of contact for support provided through MCCL 17.AGREEMENT EXTENDED TO OTHER GOVERNMENTAL UNITS
<br /> MCCi agrees to allow any other Government agency to purchase items at the same terms,
<br /> 6. SERVICE LEVEL AGREEMENT(SLA) conditions,and pricing as this contract during the contract period.Minor changes in terms and
<br /> MCCi's SLAB are offered as additional options to the Software Assurance Package.A SLA is conditions may be negotiated by MCCi and participating Government agencies.Any orders
<br /> required in some circumstances and offers the client escalated response times depending on issued against this agreement shall be the sole responsibility of the Government agency
<br /> the severity of the support issue,as well as extended support hours and many other additional placing the order.It is understood that the Client shall incur no financial responsibility in
<br /> benefits.The SLA documentation is readily available upon request.MCCi currently has two connection with any purchase by another Government agency.
<br /> separate SLAB available:
<br /> • MCC!SLA:Level 2-Infrastructure Hosting 18. LIMITED LIABILITY
<br /> • MCC!SLA:Level 3-Application Support Notwithstanding anything in this Agreement to the contrary,MCCi's total liability to the client for any
<br /> and all claims,damages,or liability arising out of or related in any way to this agreement or the
<br /> 7. MCCi SOFTWARE CUSTOMIZATIONS products or services being provided by MCCi to Client shall be strictly limited to the project fees paid
<br /> The client may elect to contract with MCCi to customize the standard software.As standard to MCCi bythe Client for the preceding 12-month period immediately precedingthe eventgiving rise
<br /> software is upgraded,any customizations performed will require support and updates through to the claim bythe Client,and shall also be limited to the fees paid to MCCi forthe particular
<br /> our Integration Support Assurance Program(ISAP).ISAP must be current to receive updates to service/product that the Clients claim was caused by or arose out of. [For example,if the Client is
<br /> the integration at no additional charge.Otherwise,current hourly rates will apply.Upgrades to paying MCCi for both Laserfiche Product and Infrastructure Hosting Services,and the claim arises
<br /> existing programs or the acquisition of new programs from vendors other than MCCi may
<br /> affect customizations made to the software by MCCL MCC!will not be held responsible if from an Infrastructure Hosting Services problem,then the liability limitation would be the 12-months
<br /> upgrades or changes made by the client or another vendor or application preclude the fees paid for Infrastructure Hosting Services and would not include the fees paid for Laserfiche
<br /> operation of MCCi's customizations. products.]
<br /> 8. MCC!SOFTWARE CONFIGURATION SERVICES
<br /> The client may elect to contract with MCCi to configure the software.The client is responsible
<br /> for testing all software configurations completed by MCCL By acknowledging this testing 19. FORCE MAJEURE
<br /> requirement,the client waives any and all liability to MCCi for any fees,damages,etc.that Neither party shall be liable for any delay or failure in performance due to causes beyond its
<br /> could be related to software configurations. reasonable control.
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