HomeMy WebLinkAboutC2020-414 - 12/1/2020 - ApprovedMASTER SERVICES AGREEMENT NO. 60351
Last updated: June 25, 2020 Page 1 of 7
This Master Services Agreement No. 60351 (" Agreement ") is effective
on the date of the last signature, (“ Effective Date ”) and is made by
and between MCCi, LLC, a Florida limited liability company, and its
Affiliates with its principal office located at 3717 Apalachee Parkway,
Suite 201, Tallahassee, FL 32311 (“ MCCi ") and Client (defined herein).
MCCi and Client may each be referred to individually herein as “ Party ”
or collectively as the “ Parties ”.
The term “ Client ” in this Agreement shall also include Client’s
“Affiliates ,” defined as a legal entity that directly or indirectly controls,
is controlled by, or is under common control with the party. It is
agreed that Client’s Affiliates shall enjoy the same rights, benefits and
obligations set forth in this Agreement as are applicable to Client.
The Parties hereto intending to be legally bound hereby, agree as
follows:
1. Scope of Service
MCCi and Client may develop and enter into one or more sales orders,
attached herein or incorporated by reference, incorporating a
description of the specific goods and/or services requested by Client
(each, and as modified in writing by the Parties, an “Order ”). MCCi will
provide to Client those goods and/or services described as its
obligation in the Order (collectively, the “ Services ”). If applicable,
each Order will also describe items specifically required to be
delivered by MCCi to Client (the “ Deliverables ”), and the acceptance
criteria for each of the Deliverables. Further, each Order will set forth,
among other things, tasks to be performed by the Parties and roles
and responsibilities of each Party. Each Order shall specifically
identify this Agreement and indicate that it is subject to the terms
hereof. To the extent there are any conflicts or inconsistencies
between this Agreement and any Order or Client purchase order,
except in regard to Sections 2 or 3 herein, the provisions of this
Agreement shall govern and control. To the extent that there are any
conflicts or inconsistencies between this Agreement and any Client-
entered third party government purchasing agreement (“ Purchasing
Vehicle ”, the provisions of the Purchasing Vehicle shall govern and
control.
No change order, notice, direction, authorization, notification or
request (collectively, “ Change Order ”) will be binding upon Client or
MCCi, nor will such Change Order be the basis for any claim for
additional compensation by MCCi, until Client and MCCi have agreed
in writing to change the terms of an applicable Order, or to execute
a new Order, as appropriate.
2. Fees
Client shall pay to MCCi the fees and other compensation set forth in
each Order. By executing the applicable Order, Client acknowledges
their pre-approval for any Order Expenses quoted. Unless otherwise
specified, Client will also reimburse MCCi for all reasonable out-of-
pocket travel, living and other ancillary expenses paid or incurred by
MCCi in connection with the Services (“ Order Expenses ”).
3. Invoicing and Payment
Unless otherwise stated in an Order, MCCi will invoice Client for all
fees, charges and reimbursable expenses on a monthly basis and
upon completion of each Order.
Client agrees to pay all undisputed invoices and undisputed portions
of a disputed invoice in full within thirty (30) days from the date of
each invoice. Failure to pay invoices by the due date, unless MCCi has
been informed by said due date that an invoice is being contested
and the reason therefore, may result in the imposition of interest
charges to the extent allowable by law as well as any associated legal
and collection fees incurred.
Client further agrees to pay amounts equal to any federal, state or
local sales, use, excise, privilege or other taxes or assessments,
however designated or levied, relating to any amounts payable by
Client to MCCi under this Agreement or any other Agreement
between the Parties, exclusive of taxes based on MCCi’s net income
or net worth, and understands and accepts that any pricing defined
in an Order does not include such taxes.
All recurring software maintenance support, subscriptions, and/or
other service packages (“Recurring Services” ) will automatically
renew and be billed unless Client has terminated the Agreement per
Section 4 below or provided sixty (60) days written notice prior to the
scheduled renewal date of the Recurring Services. Once payment has
been received, no refunds for Recurring Services are available.
4. Term, Termination, and Cancellation
This Agreement will commence on the Effective Date and will be
effective for a three (3) year period. Termination of this Agreement
or any Order hereunder may occur upon any of the following:
(a) Thirty (30) days after a Party’s receipt of written notice from the
other Party that this Agreement or the Services, in whole or in
part under an Order, shall be terminated; or
(b) Thirty (30) days after one Party notifies the other in writing that
they are in breach or default of this Agreement, unless the
negligent Party cures such breach or default within such thirty
(30) day period; or
(c) Fifteen (15) days after the filing of a petition in bankruptcy by
or against either Party, any insolvency of a Party, any
appointment of a receiver for such Party, or any assignment for
the benefit of such Party’s creditors (a “ Bankruptcy Event”),
unless such Party cures such Bankruptcy Event within the
fifteen (15) day period.
In all events, Client shall be liable for full payment for Services and
reimbursement of MCCi's expenses incurred through the effective
date of termination. If Client cancels or puts on hold an Order
between completed milestones, MCCi will invoice Client for a pro-
rated share of the uncompleted milestone(s) for Services performed
through the date of such termination or delay.
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5. Working Arrangements
All Services shall be performed remotely, unless otherwise agreed to
by the Parties. If Services are to be performed on Client’s premises,
Client shall provide the following to MCCi Personnel: (i) a suitable and
adequate work environment, including space for work and
equipment for performance of the Services; (ii) access to and use of
Client’s facilities and relevant information, including all necessary
software, hardware and documentation; (iii) timely assistance in the
acquisition of, or correction of any hardware or software problems
that would affect the performance of Services; and (iv) any other
items set forth in each Order.
Client will ensure that all Client’s personnel, vendors, and/or
subcontractors who may be necessary or appropriate for the
successful performance of the Services will, on reasonable notice: (i)
be available to assist MCCi Personnel by answering business,
technical and operational questions and providing requested
documents, guidelines and procedures in a timely manner; (ii)
participate in the Services as reasonably necessary for performance
under an Order; and (iii) be available to assist MCCi with any other
activities or tasks required to complete the Services in accordance
with the Order.
6. MCCi Personnel
Neither MCCi nor its Personnel are or shall be deemed to be
employees of Client but rather as independent contractors. MCCi
shall be responsible for the compensation of its Personnel, in
addition to any applicable employment taxes, workmen's
compensation and any other taxes, insurance or provisions
associated with the employment of such personnel.
In addition, MCCi shall be responsible for all acts or omissions of its
Personnel. MCCi will also not discriminate in the referral or hiring of
MCCi Personnel on the bases of race, religion, sexual orientation,
color, sex, age, national origin, disability that does not affect the
ability for an individual to perform his or her job, or other protected
categories as required by state, federal, and local laws.
MCCi may utilize independent subcontractors in satisfying its
obligations under this Agreement (collectively with MCCi employees
“Personnel ”). MCCi affirms to Client that these resources will adhere
to and are subject to the same representations made by MCCi
throughout this Agreement.
Upon receipt of notice from Client that any MCCi Personnel is not
suitable, MCCi shall remove such person from the performance of
Services and will provide a qualified replacement as quickly as
possible.
Unless a particular MCCi Personnel member has been identified as a
key resource to the relevant Order, MCCi at its sole discretion may
reassign, if and as necessary, other appropriately qualified MCCi
Personnel to the relevant Order as long as such assignment will not
affect MCCi’s fee for the Services defined or ability to satisfy its
Deliverables.
Neither Party shall be deemed to be a legal representative of the
other nor has any authority, either express or implied, to bind or
obligate the other in any way.
7. Non-Solicitation
Each Party agrees not to directly or indirectly solicit, offer
employment to, or accept any services outside of this Agreement
from any employee or independent contractor of the other Party who
provided services for the non-soliciting Party within the previous
twelve (12) months, during the term of this Agreement, and for twelve
(12) months thereafter. Notwithstanding the foregoing, either Party
may solicit for employment, offer employment to, employ, or engage
as a consultant or advisor, any of the other Party’s personnel who: (i)
had no previous direct contact with the soliciting Party’s personnel in
connection with, and during the performance of, the Services
hereunder, or (ii) have responded to a general, publicly-available
advertisement for employment at such Party (including its affiliates),
or (iii) make unsolicited approaches or inquiries to such Party
(including its affiliates) regarding employment opportunities. The
current employing Party, in its sole discretion, may waive this
provision in writing for an individual. In consideration for such waiver,
other Party agrees to pay a placement fee equal to fifty percent (50%)
of such person’s new total annual compensation. This placement fee
shall be due immediately upon such person’s commencement of
services.
8. Confidential Information
The Parties acknowledge that in the course of MCCi providing
Services for Client hereunder, each may receive Confidential
Information (as defined below) of the other Party. Any and all
Confidential Information in any form or media obtained by a
Recipient shall be held in confidence and shall not be copied,
reproduced, or disclosed to third parties for any purpose whatsoever
except as necessary in connection with the Services provided under
this Agreement. The Recipient further acknowledges that it shall not
use such Confidential Information for any purposes other than in
connection with the activities contemplated by this Agreement. All
consultants assigned by MCCi to Client will sign appropriate forms of
confidentiality agreements on or prior to their start date. The Parties
acknowledge that Client is a Texas governmental entity subject to the
Texas Public Information Act (the “Act”). Should Client receive a
request for disclosure of Information pursuant to the Act, Client will
promptly provide MCCi notice of such request so that MCCi may avail
itself of any opportunities to establish reasons why the information
should be withheld prior to disclosing such Confidential Information.
The burden of establishing the applicability of exceptions to the
disclosure of Information under the Act resides with MCCi. Should
MCCi be unable to establish a valid exception from disclosure or
exclusion from the Act, then Client may release the information,
solely to the extent necessary to comply with the Act.
“Confidential Information ” means any and all confidential
information of a Party disclosed to the other Party, including, but not
limited to, research, development, proprietary software, technical
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information, techniques, know-how, trade secrets, processes,
customers, employees, consultants, pricing information and financial
and business information, plans and systems. Confidential
Information shall not include information which: (i) was known to the
Party receiving the information (the “ Recipient ”) prior to the time of
disclosure by the other Party (the “ Disclosing Party ”); (ii) at the time
of disclosure is generally available to the public or after disclosure
becomes generally available to the public through no breach of
agreement or other wrongful act by the Recipient; (iii) was lawfully
received by Recipient from a third party without any obligation of
confidentiality; or (iv) is required to be disclosed by law or order of a
court of competent jurisdiction or regulatory authority.
The obligations set forth in this Section shall survive termination of
this Agreement for a period of three (3) years thereafter.
9. Intellectual Property
Unless otherwise specified in any Order, title to all materials,
products and/or Deliverables, including, but not limited to, reports,
designs, programs, specifications, documentation, manuals, visual
aids, and any other materials developed and/or prepared for Client
by MCCi under any Order (whether or not such Order is completed)
(“ Works ”), and all interest therein shall vest in Client and shall be
deemed to be a work made for hire and made in the course of the
Services rendered hereunder. MCCi shall retain a non-exclusive,
royalty-free, world-wide, perpetual license to use, sell, modify,
distribute and create derivative works based upon any of the
foregoing Works in its information technology professional services
business, provided that in so doing MCCi shall not use or disclose any
Client Confidential Information or Deliverables unique to or owned
by Client. To the extent that title to any such Works may not, by
operation of law, vest in Client or such Works may not be considered
works made for hire, all rights, title and interest therein are hereby
irrevocably assigned to Client. All such Works shall belong exclusively
to Client, except as set forth herein, with Client having the right to
obtain and to hold in its own name, copyrights, registrations or such
other protection as may be appropriate to the subject matter, and
any extensions and renewals thereof. MCCi agrees to give Client and
any person designated by Client, reasonable assistance, at Client's
expense, required to perfect the rights defined in this Section 8.
Unless otherwise requested by Client, upon the completion of the
Services to be performed under each Order or upon the earlier
termination of such Order, MCCi shall immediately turn over to Client
all Works and Deliverables developed pursuant to such Order,
including, but not limited to, working papers, narrative descriptions,
reports and data.
Notwithstanding the foregoing, the following shall not constitute the
property of Client: (i) MCCi software, including but not limited to any
proprietary code (source and object), which is subject to third-party
license agreements with MCCi; (ii) those portions of the Deliverables
which include information in the public domain or which are generic
ideas, concepts, know-how and techniques within the computer
design, support and consulting business generally; and (iii) those
portions of the Deliverables which contain the computer consulting
knowledge, techniques, tools, routines and sub-routines, utilities,
know-how, methodologies and information which MCCi had prior to
or acquired during the performance of its Services for Client and
which do not contain any Confidential Information (as hereinafter
defined) of Client conveyed to MCCi. To the extent that any portion
of the Deliverables includes information or material that falls within
the exceptions to property of Client described in Subsection (iii)
above, MCCi shall be deemed to have granted Client a paid up, world-
wide, non-exclusive license to use any such information or material
imbedded in the Deliverables for its internal business needs and a
non-exclusive license to make copies thereof for use only in its and
its affiliates’ facilities, subject to third party license agreements, if any.
Should MCCi, in performing any Services hereunder, use any
computer program, code or other materials developed by it
independently of the Services provided hereunder (“Pre-existing
Work ”), MCCi shall retain any and all rights in such Pre-existing Work.
MCCi hereby grants Client a paid up, world-wide, non-exclusive
license to use and reproduce the Pre-existing Work for its internal
business needs.
Client understands and agrees that MCCi may perform similar
services for third Parties using the same personnel that MCCi may
use for rendering Services for Client hereunder, subject to MCCi’s
obligations respecting Client’s Confidential Information pursuant to
Section 8.
10. Data Privacy
In the event that MCCi, in the course of providing Services to Client,
receives, stores, maintains, processes or otherwise has access to
“Personal Information ” (as defined by the State Data Protection
Laws and/or European Union Directives, and including, but not
limited to, an individual’s name and social security number, driver’s
license number or financial number) then MCCi shall safeguard this
information in accordance with these laws. MCCi may disclose
Personal Information for business purposes only on a need-to-know
basis and only with (i) MCCi Personnel, (ii) any third party service
providers that has agreed to safeguard Personal Data in a like
manner as MCCi safeguards such information, and (iii) with other
entities authorized to have access to such information under
applicable law or regulation. MCCi may disclose Personal Data when
necessary to protect its rights and property, to enforce its terms of
use and legal agreements, as required or permitted by law, or at the
request of law enforcement authorities and the courts, and pursuant
to a subpoena. MCCi shall have no duty to notify Client of such
compliance with law. MCCi takes reasonable and appropriate
measures to maintain the confidentiality and security of Personal
Data and to prevent its unauthorized use or disclosure. To the extent
that MCCi experiences a Security Breach as defined under the State
Data Protection Laws for information generated in connection with
this Agreement or any Order hereto, MCCi shall notify Client in
writing within five (5) business days of discovering such Security
Breach.
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11. Warranty
(a) Services Warranty.
MCCi warrants that all Services shall be performed by personnel with
relevant skill sets and familiar with the subject matter for the Order
in a professional, competent and workman-like manner.
MCCi’s delivery of a Deliverable to Client shall constitute a
representation by MCCi that it has conducted a review of the
Deliverable and believes it meets the written specifications set forth
in the corresponding Order. Client shall then have the right to
conduct any review of the Deliverable as Client shall deem necessary
or desirable. If Client, in its reasonable discretion, determines that
any submitted Deliverable does not meet the agreed upon
specifications, Client shall have five (5) business days after MCCi’s
submission to give written notice to MCCi specifying the deficiencies
in reasonable detail. MCCi shall use reasonable efforts to promptly
cure any such deficiencies. After completing any such cure, MCCi
shall resubmit the Deliverable for review as set forth above.
Notwithstanding the foregoing, if Client fails to reject any Deliverable
within five (5) business days, such Deliverable shall be deemed
accepted.
MCCi does not warrant that the Services or Deliverables will be
uninterrupted or error-free, provided that MCCi shall remain
obligated pursuant to this Section 11. If the Services fail to conform
to the foregoing warranty in any material respect, Client’s initial
remedy will be for MCCi, at its expense, to promptly use commercially
reasonable efforts to cure or correct such failure. Upon failure of the
foregoing, Client’s remedies, and MCCi’s entire liability, as a result of
such failure, shall be subject to the limitations set forth in Section 12
below. The foregoing warranty is expressly conditioned upon (i)
Client providing MCCi with prompt written notice of any claim
thereunder prior to the expiration thereof, which notice must identify
with particularity the non-conformity; (ii) Client’s full cooperation with
MCCi in all reasonable respects relating thereto, including, in the case
of modified software, assisting MCCi to locate and reproduce the
non-conformity; and (iii) with respect to any Deliverable, the absence
of any alteration or other modification of such Deliverable by any
person or entity other than MCCi. The Parties acknowledge and agree
that this Agreement relates solely to the performance of services (not
the sale of goods) and, accordingly, will not be governed by the
Uniform Commercial Code of any State having jurisdiction. MCCi also
does not warrant any third-party products procured on behalf of
Client, and if there are any product warranties provided by the
manufacturer of the product, any remedy should be requested
directly from manufacturer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, MCCI DOES
NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY,
WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR
USAGE OF TRADE.
In the event that Client asserts any claim for warranty services
hereunder and such claim relates to any matter that is mutually
determined by the Parties not to be MCCi’s responsibility hereunder
(including any problem with Client’s computer hardware or software
that was not caused by any Services performed by MCCi), Client shall
pay MCCi for all costs incurred for all evaluation, correction or other
services performed by MCCi relating to such claim on a time and
materials basis at MCCi’s then standard billing rates.
(b) General Warranty.
MCCi shall perform the Services in compliance with all applicable
international, federal and state laws and regulations and industry
codes, including but not limited to (i) federal and state anti-kickback
laws and regulations and laws governing payments to and
relationships with healthcare professionals, including 42 U.S.C.
§1320a-7b(b); (ii) federal Food and Drug Administration laws,
regulations and guidance, including the federal Food, Drug and
Cosmetic Act and the Prescription Drug Marketing Act, (iii) federal and
state securities laws, meaning that MCCi agrees that Client may be a
publicly traded company and MCCi shall instruct MCCi Personnel that
federal and state securities laws prohibit the purchase, sale, or
pledge of Client stock while in possession of any material, non-public
information, (iv) the Foreign Corrupt Practices Act of 1977, and the
UK Bribery Act, the 1997 OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, and
(v) international, federal and state privacy and data protection laws,
including, but not limited to, the relevant European Union directives,
Health Insurance Portability and Accountability Act of 1996 and the
Health Information Technology for Economic and Clinical Health Act,
Chapter 93H of The Massachusetts General Laws and its
implementing regulations, 201 CMR 17.00, and Cal. Civ. Code §
1798.80-.84 (collectively, “ State Data Protection Laws ”).
12. Indemnification and Limitation of Liability
(a) Third-Party Claim Indemnification.
MCCi shall indemnify, defend and hold the Client harmless against
any loss, damage or costs (including reasonable attorneys' fees) in
connection with third party claims, demands, suits, or proceedings
(" Claims "):
• For bodily injury or personal property damage arising out of
the MCCi’s performance within the scope of its responsibilities
under this Agreement.
• A breach of such the MCCi’s obligations with respect to
confidentiality
• A breach by the MCCi of applicable laws.
• Caused by negligent acts, omissions or willful misconduct of
MCCi.
(b) MCCi Indemnification.
MCCi shall defend, indemnify and hold Client harmless against
Claims made or brought against Client by a third party alleging that
the use of any Deliverable as provided to Client under this Agreement
or any Order hereto and used in accordance with this Agreement and
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relevant documentation, infringes any third party’s intellectual
property rights. Notwithstanding the foregoing, MCCi shall not be
required to indemnify Client to the extent the alleged infringement:
(x) is based on information or requirements furnished by Client, (y) is
the result of a modification made by a party other than MCCi, or (z)
arises from use of a Deliverable in combination with any other
product or service not provided by MCCi. If Client is enjoined from
using the Deliverable or MCCi reasonably believes that Client will be
enjoined, MCCi shall have the right, at its sole option, to obtain for
Client the right to continue use of the Deliverable or to replace or
modify the Deliverable so that it is no longer infringing. If neither of
the foregoing options is reasonably available to MCCi, then this
Agreement may be terminated at either Party’s option and MCCi’s
sole liability shall be subject to the limitation of liability provided in
this Section.
(c) Client Warranty.
If the Services require MCCi to access or use any third party products
provided or used by Client, Client warrants that it shall have all rights
and licenses of third Parties necessary or appropriate for MCCi to
access or use such third party products and agrees to produce
evidence of such rights and licenses upon the reasonable request of
MCCi
(d) Indemnification Procedure.
Client shall give MCCi (a) prompt written notice of the Claim; (b) sole
control of the defense and settlement of the Claim (provided that
MCCi may not settle any Claim unless it unconditionally releases
Client of all liability); and (c) at MCCi’s cost, all reasonable assistance.
(e) Limitation of Liability.
In no event shall either Party be liable for special, exemplary,
incidental, or consequential damages (including, without limitation,
lost revenues, profits, savings or business) or loss of records or data,
whether or not the possibility of such damages has been disclosed to
such Party in advance or could have been reasonably foreseen by
such Party, and whether in an action based on contract, warranty,
strict liability, tort (including, without limitation, negligence) or
otherwise. Except for a Party’s indemnification obligations, each
Party's maximum aggregate liability for all claims, losses or other
liability arising out of, or connected with, this Agreement, the Services
contemplated hereunder or Client’s use of any such Services or
Deliverables, and whether based upon contract, warranty, strict
liability, tort (including, without limitation, negligence), or otherwise,
shall in no case exceed the aggregate amounts paid to MCCi by Client
under the applicable Order, giving rise to such claim during the last
six (6) months. Each Party's entire liability and Client's remedies
under this Agreement shall be subject to the limitations contained in
this Section 12. The limitations on warranty and liability specified in
Sections 11 and 12 hereof will survive and apply even if any limited
remedy herein is found to have failed of its essential purpose.
The Parties acknowledge that the limitation of warranties and
liabilities as set out in this Agreement are an essential basis of this
Agreement and that the prices agreed to be paid by Client for
Services reflect these limitations.
13. Insurance
During the term of this Agreement, MCCi shall carry, at its sole
expense, insurance coverage to include at a minimum the following:
• Workers Compensation: State statutory limits and $1,000,000
employers’ liability
• Comprehensive General Liability: $2,000,000 per occurrence
and $4,000,000 in the aggregate
• Professional Liability: $1,000,000 per occurrence and
$3,000,000 in the aggregate
• Errors and Omissions: $1,000,000 per occurrence
• Cyber and Technical Errors and Omissions: $3,000,000 in the
aggregate
14. Notices
All notices, demands and other communications required or
permitted hereunder or in connection herewith shall be in writing
and shall be deemed to have been duly given if delivered (including
by receipt verified electronic transmission) or mailed in the
Continental United States by first class mail, postage prepaid, to a
Party at the following address, or to such other address as such Party
may hereafter specify by notice:
If to MCCi If to Client:
MCCi, LLC City of Corpus Christi, TX
3717 Apalachee Parkway, Suite 201 P.O. Box 9277
Tallahassee, FL 323 11 Corpus Christi, TX 78469
Attn: Legal Department
Email: legal@mccinnovations.com
Attn: Wendy Contreras
15. Miscellaneous
(a) 3rd Party EULA Provisions.
Client acknowledges that they are responsible for adhering to any 3 rd
party End User License Agreements ( “EULA”), whether supplied by
MCCi as a convenience or not, for any products procured on behalf
of Client by MCCi.
(b) Use of Open Source Code.
Except as disclosed in the Order, MCCi does not distribute nor
otherwise use any open source or similar software in a manner that
would obligate MCCi to disclose, license, make available or distribute
any of its material proprietary source code as a condition of such
use. For purposes of this Agreement, “ Open Source ” shall mean any
software or other Intellectual Property that is distributed or made
available as “open source software” or “free software” or is otherwise
publicly distributed or made generally available in source code or
equivalent form under terms that permit modification and
redistribution of such software or Intellectual Property. Open Source
Materials includes software that is licensed under the GNU General
Public License, GNU Lesser General Public License, Mozilla License,
Common Public License, Apache License or BSD License, as well as all
other similar “public” licenses.
(c) Client Software Customizations.
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Client may choose to customize their software internally without
MCCi’s help. MCCi is not responsible for any damages caused by
Client’s customization of the software. MCCi will not be held
responsible for correcting any problems that may occur from these
customizations.
(d) MCCi Software Configuration Services.
Client may elect to contract with MCCi to configure Client’s
software. In these situations, Client acknowledges they are
responsible for testing all software configurations and as such,
waives any and all liability to MCCi for any damages that could be
related to these software configurations.
(e) Force Majeure.
If either of the Parties hereto are delayed or prevented from fulfilling
any of its obligations under this Agreement by force majeure, said
Parties shall not be liable under this Agreement for said delay or
failure. “ Force Majeure ” means any cause beyond the reasonable
control of a Party including, but not limited to, an act of God, an act
or omission of civil or military authorities of a state or nation,
epidemic, pandemic, fire, strike, flood, riot, war, delay of
transportation, or inability due to the aforementioned causes to
obtain necessary labor, materials or facilities.
(f) Audit Rights.
With reasonable notice and at a convenient location, Client will have
the right to audit MCCi’s records to verify MCCi’s records to confirm
MCCi’s billing to Client is correct.
In addition, should any of Client’s regulators legally require access to
audit the Services, MCCi will, to the extent legally required by such
regulators, provide access for the same. All results of such audits
shall be MCCi Confidential Information.
Client shall bear all costs associated with audits.
(g) Assignment.
Neither Party may assign or otherwise transfer any of its rights,
duties or obligations under this Agreement without the prior written
consent of the other Party. Either Party, however, without any
requirement for prior consent by the other, may assign this
Agreement and its rights hereunder to any Party or entity who
succeeds (by purchase, merger, operation of law or otherwise) to all
or substantially all of the capital stock, assets or business of such
Party, if the succeeding party or entity agrees in writing to assume
and be bound by all of the obligations of such Party under this
Agreement. This Agreement shall be binding upon and accrue to the
benefit of the Parties hereto and their respective successors and
permitted assignees.
(h) Modification.
This Agreement may be modified only by a written amendment
executed by duly authorized officers or representatives of both
Parties.
(i) Provisions Severable.
If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, then such provision
shall be severed from this Agreement and the remaining provisions
will continue in full force.
(j) Dispute Resolution.
Should a dispute arise between MCCi and Client involving their
respective responsibilities, limitations or the working relations
between the Parties under this Agreement or any Order, then the
Parties will make every effort to amicably resolve the dispute. Prior
to entering arbitration as set forth below, the Parties agree that any
dispute will initially be referred to their senior management for
resolution within ten (10) business days of receipt of notice specifying
and asking for the intervention of the Parties’ superiors. If the dispute
is still unresolved after such ten (10) business day period, the Parties
agree, at the written request of either Party, to submit the dispute to
a single arbitrator for resolution by binding arbitration under the
rules of the American Arbitration Association, and that any award of
the arbitrator shall be enforceable under any court having
jurisdiction thereof. In any such action, the Parties will bear their own
costs and will share equally in the costs and fees assessed by the
American Arbitration Association for its services.
(k) Interpretation.
The descriptive headings of this Agreement and of any Order under
this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement. As used herein,
“include” and its derivatives (including, “e.g.”) shall be deemed to
mean “including but not limited to.” Each Party acknowledges that
this Agreement has been the subject of active and complete
negotiations, and that this Agreement should not be construed in
favor of or against any Party by reason of the extent to which any
Party or its professional advisers participated in the preparation of
this Agreement.
(l) Publicity.
MCCi may use the name of Client, the existence of this Agreement
and the nature of the associated services provided herein for
marketing purposes, except that such use shall not include any Client
Confidential Information as defined in Section 7 of this Agreement.
(m) Entire Agreement.
This Agreement and all Order(s) attached hereto constitute the
complete and exclusive statement of the agreement between the
Parties and supersedes all proposals, oral or written, and all other
prior or contemporaneous communications between the Parties
relating to the subject matter herein.
(n) Counterparts.
This Agreement may be executed in several counterparts, each of
which will be deemed an original, and all of which taken together will
constitute one single agreement between the Parties with the same
effect as if all the signatures were upon the same instrument.
(Remainder of Page Intentionally Left Blank; Signature Page Follows)
DocuSign Envelope ID: D595A066-A1F5-4E14-A37D-AD00FBB17467
MASTER SERVICES AGREEMENT NO. 60351
Last updated: June 25, 2020 Page 7 of 7
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the
Effective Date.
MCCi, LLC CITY OF CORPUS CHRISTI, TX (“Client”)
Signed: __________________________ Signed: ___________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
P.O. BOX 9277
CORPUS CHRISTI, TX 78469
11/30/2020
President & CEO
Donny Barstow
DocuSign Envelope ID: D595A066-A1F5-4E14-A37D-AD00FBB17467
12/3/2020Aimee Alcorn-Reed
Approved to Legal Form
12/01/2020
M2020-230___________________Authorized By
Council ________________________
12/3/2020
Kim Baker
Contracts and Procurement
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 60351
CONSULTING SERVICES ORDER
Addendum No. 1 to Master Services Agreement No. 60351 Page 1 of 5
Pursuant to Master Services Agreement No. 60351 (" Agreement "):
This Consulting Services Order, designated as Addendum No. 1 is entered into as of _________________, 2020 (“ Addendum Effective Date ”) , by and
between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the
Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement. This Order supersedes any previous quote or proposals received.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 1 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi, LLC CCORPUS CHRISTI, TX (“Client”)
Signed: __________________________ Signed: ___________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
11.30.2020
President & CEO
Donny Barstow
DocuSign Envelope ID: D595A066-A1F5-4E14-A37D-AD00FBB17467
12.03.2020
Kim Baker
Contracts and Procurement
12/3/2020
Addendum No. 1 to Master Services Agreement No. 60351 Page 2 of 5
PRICING
MCCi Professional Services Qty. Cost Buyboard #544-17 SLA
Onsite Rate
Travel expenses included.
One Day
Two or More Days
$3,000.00
$2,500.00
$2,760.00
$2,300.00
$2,700.00
$2,250.00
Project Manager Rate Per Hour $205.00 $188.60 $184.50
Certified Project Manager Rate Per Hour $250.00 $230.00 $225.00
Systems Engineer Rate Per Hour $205.00 $188.60 $184.50
Development Rate Per Hour $250.00 $230.00 $225.00
Client Authorization
Expiration/Renewal Date (Funding will be available and authorized up and until this date): 12/31/2023
Not to Exceed Total .00 $135,000.00 ($45,000/Year for 3
years)
For budgetary purposes, the Client should include a minimum of $45,000.00 in annual budget for renewal of MCCi Consulting Services
listed above. Once the Not to Exceed Total is met, MCCi requires written approval to renew the terms of this agreement, and to officially
create a new order for an approved block of services MCCi that will bill against until meeting the not to exceed dollar amount.
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Addendum No. 1 to Master Services Agreement No. 60351 Page 3 of 5
BILLING TERMS
All time and material agreements are billed monthly for work completed during the previous month. Any time or
dollar estimates given on a time and materials project, are strictly estimates. Client is responsible for all hours worked
by the MCCi project team.
SERVICES PROVIDED
The Client is requesting ongoing MCCi Consulting Services to assist with its MCCi-implemented solutions. MCCi
Consulting Services enable the Client to move forward with projects related to your MCCi-implemented solutions in
the absence of having the required internal resources and/or in the absence of its qualified resources having the time
available. MCCi Consulting Services are designed to be highly collaborative and to effectively extend the Client’s team
by incorporating services from MCCi Certified Professionals on an annual basis.
The type of assistance required may include:
1. Business Process Requirements Gathering and SOW drafting
2. Recurring Status and Strategy Meetings (Required)
3. Configuration of Client-Owned Solution Components
4. Training on Solution Components and/or configured Business Processes
5. Integration/Developer Assistance
Remote or Onsite time as required and agreed upon between MCCi and Client.
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Addendum No. 1 to Master Services Agreement No. 60351 Page 4 of 5
MCCi CONSULTING SERVICES ASSUMPTIONS
1. Expiration Date: If no expiration/renewal date is noted in this agreement or on the Client’s purchase order and service
billings cross over budget years, it is the Client’s responsibility to handle internal funding/purchase order requirements
related to any funding issues. The Client is responsible for compensating MCCi for any work completed up and until
notice of funding issues related to an active contract.
2. Resource Assignment: MCCi will assign a MCCi Project Manager, who will be the primary MCCi Consulting Services
contact for the Client. The MCCI Project Manager will engage other MCCi resources for any services they are not able to
deliver themselves.
3. Not to Exceed Dollar Amount : Once the not to exceed amount of dollars is reached, the Client may choose to
authorize MCCi to increase the not to exceed dollar amount of this agreement and define a new time period. Written
authorization is required.
4. Rates: Rates are locked in for the period specified in the initial agreement or at the time of renewal/authorization of
additional services. If no time period is stated, rates may be adjusted annually if MCCi’s standard rates increase.
5. Termination: Initial guaranteed time-period of these services is based on the expiration date listed in the
SOW/Pricing section. If an expiration date is not noted the time period is 12 months, commencing on the first day
MCCi’s Resource(s) provide services. After completion of the initial time period (or reaching the not to exceed dollar
amount in advance of the date), the Client must provide 60 days advanced written notice regarding intentions to
renew for another time period/not to exceed amount. Otherwise, the Client acknowledges an increase level of risk in
disrupting work in progress and or the possibility of having a different MCCi resource assigned.
6. Limited Liability: Notwithstanding anything in this Agreement to the contrary, MCCi’s total liability to the Client for
any and all claims, damages, or liability (including, but not limited to contract, tort, negligence, statutory, or other
causes of action) arising out of or related in any way to this agreement or the products or services being provided by
MCCi to Client shall be strictly limited to the project fees paid to MCCi by the Client for the preceding 12-month period
immediately preceding the event giving rise to the claim by the Client, and shall also be limited to the fees paid to
MCCi for the particular service/product that the Client’s claim was caused by or arose out of. [For example, if the
Client is paying MCCi for both product and Infrastructure Hosting Services, and the claim arises from an Infrastructure
Hosting Services problem, then the liability limitation would be the 12-months fees paid for Infrastructure Hosting
Services and would not include the fees paid for products.]
7. No Hire Clause: Client and MCCi agree that during the period that this agreement is in force, including extensions or
modifications thereto, and for an additional 12 months following this period, neither Client nor MCCi will actively
recruit, or solicit employees or independent contractors of either company, or the employees of any of the other
Subcontractors; who are on active payroll status and are currently participating in this Program, without the prior
written approval of the party whose employee or independent contractor is being considered for employment. This
does not prohibit any employee from responding to or pursuing employment opportunities through normal media
channels, i.e. newspapers, professional journals, etc. so long as it is not related to this particular program and that it is
not an attempt to avoid the intent of the above restriction. If, during the term of, or within (12) months after the
termination of the performance period of this agreement, Client hires directly, or indirectly contracts with any of
MCCi’s personnel for the performance of systems engineering and/or related services hereunder, Client agrees to pay
MCCi 125% of the fees paid to, or in favor of such personnel for one (1) year after such personnel separates from
service with MCCi.
8. Client Responsibilities:
a. Client will conduct business in a courteous and professional manner with MCCi.
b. Project Manager: Client will assign an internal Project Manager that will be involved and work with MCCi on all
projects.
c. Workspace: Client will provide workspaces for MCCi staff if/when MCCi is required to come onsite.
d. Onsite Resources: Client will provide MCCi resources (if necessary) with a laptop, secure access, and access to
other technical equipment as needed.
e. Security Access: Client will provide (if necessary), MCCi with security badges to ensure building access, at no
additional cost to MCCi.
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Addendum No. 1 to Master Services Agreement No. 60351 Page 5 of 5
f. HR/Internal Training: Client will provide any necessary HR/internal training at no additional cost to MCCi.
g. Software Configuration and Maintenance: Client will configure and maintain all non-MCCi-implemented
software.
h. Data Backup and Disaster Recovery Plans: MCCi is not responsible for creating or maintaining a backup and
recovery plan for the MCCi-implemented solution. This is the Client’s responsibility.
i. Testing of Configurations: Client is responsible for testing all software configurations completed by MCCi, and
therefore waives any and all liability to MCCi for any fees, damages, etc., that could be related to software
configuration services performed by MCCi.
Use of Asana: Through the course of this project, MCCi may choose to utilize the third-party service Asana
(http://www.asana.com ) for project management and team collaboration. Documentation and correspondence
exchanged between MCCi and Client may be stored in Asana.
DocuSign Envelope ID: D595A066-A1F5-4E14-A37D-AD00FBB17467
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 60351
LSAP RENEWAL ORDER
Addendum No. 2 to Master Services Agreement No. 60351 Page 1 of 13
Pursuant to Master Services Agreement No. 60351 ("Agreement"):
This LSAP Renewal Order, designated as Addendum No. 2 is entered into as of _________________, 2020 (“Addendum Effective Date”) , by and between
MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the
Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement. This Order supersedes any previous quote or proposals received.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 2 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi, LLC CORPUS CHRISTI, TX (“Client”)
Signed: __________________________ Signed: ___________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
11.30.2020
President & CEO
Donny Barstow
DocuSign Envelope ID: D595A066-A1F5-4E14-A37D-AD00FBB17467
Contracts and Procurement
12/3/2020
12.03.2020
Kim Baker
Addendum No. 2 to Master Services Agreement No. 60351 Page 2 of 13
PRICING: LASERFICHE RIO
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
850.701.0725
850.564.7496 fax
Client Name: Corpus Christi, TX Order Date: October 02, 2020
Quote Number: 17722
Quote Type: Laserfiche Support
Product Description: Qty. Unit Cost BuyBoard
#544-17
Annual
Total
LASERFICHE ANNUAL SOFTWARE SUPPORT - BASIC
Laserfiche Rio Records Management Edition
Named Full User (200-499 Users)
300 $132.00 $118.80 $35,640.00
Laserfiche Rio Forms Professional (200-499 Users) 300 $12.00 $10.80 $3,240.00
Laserfiche Rio Forms Authenticated Participant (1-
49 users)
21 $40.00 $36.00 $756.00
Laserfiche Rio Public Portal for 2 Laserfiche Rio
Server
Includes WebLink and Unlimited Retrieval
Connections for 2 Laserfiche Server.
1 $10,000.00 $9,000.00 $9,000.00
Laserfiche Rio Forms Portal 1 $1,599.00 $1,439.10 $1,439.10
Laserfiche Rio SDK 1 $750.00 $675.00 $675.00
Laserfiche Rio Quick Fields Complete
Includes Quick Fields, Validation packages for Bar
Code, Real-Time Lookup, Zone OCR, Document
Classification, Forms Alignment, Identification, and
Extractor, Optical Mark Recognition, and Auto
Stamp, Redaction, & Bates Numbering.
1 $3,000.00 $2,700.00 $2,700.00
Laserfiche Rio Quick Fields Agent 1 $2,000.00 $1,800.00 $1,800.00
Laserfiche Rio Import Agent 1 $300.00 $270.00 $270.00
Laserfiche Rio Plus for Publishing 1 $1,600.00 $1,440.00 $1,440.00
Laserfiche Rio ScanConnect (Legacy) 1 $33.00 $29.70 $29.70
Laserfiche Rio ScanConnect 5 Pack (Legacy) 1 $132.00 $118.80 $118.80
Laserfiche Rio ScanConnect 10 Pack (Legacy) 1 $183.00 $164.70 $164.70
Laserfiche Annual Recurring Software Support Subtotal $57,273.30
MCCi SOFTWARE SUPPORT
OCR Scheduler for Laserfiche
Requires dedicated Full Named User.
1 $330.00 $297.00 $297.00
MCCi Annual Recurring Software Support Subtotal0
$297.00
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Addendum No. 2 to Master Services Agreement No. 60351 Page 3 of 13
THIRD-PARTY ANNUAL SOFTWARE SUPPORT
DataNow Affinity Integration Tool (51+) 1 $1,200.00 $1,080.00 $1,080.00
Third-Party Annual Recurring Software Support Subtotal $1,080.00
MCCi ANNUAL SUBSCRIPTION
Training Center for Laserfiche (50-99 Users) 1 $3,920.00 $3,920.00 $3,920.00
MCCi SLA for Laserfiche (250-499 Users) 1 $11,250.00 $10,125.00 $10,125.00
MCCi Annual Recurring Subscription Subtotal $14,045.00
MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION
Managed Support Services for Laserfiche, Level 2 1 $13,299.00 $11,969.10 $11,969.10 Client needs are estimated based on the current
components provided herein: up to 80.6 hours that
will expire at the end of your renewal term.
1
MCCi Supplemental Support Services Annual Recurring Subscription Subtotal $11,969.10
GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $84,664.40
For budgetary purposes, the Client should include $84,664.40 annually for renewal of the items above. If you subscribe to
MCCi’s Training Center or SLA, additional user licenses may increase its cost at the time of your next annual renewal. Sales
tax will be invoiced where applicable and is not included above.
TOTAL SUPPORT COST $84,664.40
All Quotes Expire in 30 Days
This is NOT an invoice. Please use this confirmation to initiate your purchasing process.
Support Dates Estimated Annual Support Total
12/31/2020 – 12/30/2021 $84,664.40
12/31/2021 – 12/30/2022 $84,664.40
12/31/2022 – 12/30/2023 $84,664.40
Grand Total $253,993.20
RECURRING SERVICES
The Recurring Services portion of this Order will be based on the pricing at the time of renewal and will systematically
renew unless written notice of termination has been provided per the master agreement. In the event that a
manufacturer increases its prices for recurring annual services, the increase will be passed along to Client. No more
than once per year, MCCi may adjust its recurring annual services to coincide with current U.S. inflation rates; any
increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price
increase.
SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.
REMOTE SERVICES
All service packages include remote time due to COVID-19. If circumstances change to allow onsite services to be
performed, a new quote must be requested.
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Addendum No. 2 to Master Services Agreement No. 60351 Page 4 of 13
PRODUCT ORDER & BILLING TERMS
BILLING
MCCi will invoice Client as follows:
Product/Service Description Timing of Billing
All Software, Recurring Annual
Support/Subscription, and
Supplemental Support Services
▪ 75 days in advance of expiration date.
MCCi shall not send any invoices, nor claim payment, for any fees or expenses incurred by MCCi until both parties
authorize this Order. Sales tax will be included where applicable and is NOT included in the Pricing section.
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Addendum No. 2 to Master Services Agreement No. 60351 Page 5 of 13
SUPPLEMENTAL SUPPORT & ANNUAL SUBSCRIPTION PACKAGES
As your first-tier solution provider, MCCi provides multiple options for technical support. Your annual renewal covers
application break/fix support, version downloads, and continued educational resources. MCCi offers supplemental
support packages to cover remote training, basic configuration services, and maintenance of existing business
processes. MCCi Managed Support Services (MSS) or Process Administration Support Services (PASS) packages are
strongly encouraged to be included with every renewal.
LASERFICHE
+ Each Client’s Support/Subscription Renewal includes these benefits, regardless of whether a supplemental package is owned.
* Excludes development of new integrations, large-scale development projects, and SQL queries.
** Hours: MCCi allows clients to use their hours for a multitude of services, as long as a request will not start a service that cannot be completed.
None of the packages listed above are intended to be utilized for configuration of a new complex business process. In those instances, a separate
SOW is required.
LASERFICHE SUPPORT/SUBSCRIPTION
Managed Support
Services
Process Administration
Support Services
Description MSS MSS 2 PASS PASS 2
Easy access to our team of Certified Technicians for application
break/fix support issues (i.e. error codes, bug fixes, etc.)+
Remote access support through GoToMeeting+
Access to product update version and hotfixes (Client Download)+
24/7 access to the Laserfiche Support Site and Laserfiche Answers
discussion forums+
Software/support credit eligible for Laserfiche platform changes++
Additional Remote Basic Training
Additional System Settings Consultation
Assistance with Implementation of Version Updates
Annual Review of Administration Settings
Priority Offering of Laserfiche CPPs & Laserfiche Empower
Registration Scholarships
Configuration and maintenance of basic business processes
utilizing Laserfiche Forms and Workflow
Configuration of Laserfiche Quick Fields sessions
Basic Records Management Module Overview Training
Administration Configuration Services
Dedicated Certified Professional
Proactive recurring consultation calls upon Client’s request
Annual Review of business process configurations
Institutional Knowledge of Your Solution
Maintenance of MCCi/Client configured complex business processes
Ability to schedule after-hours migrations/upgrades
Monday-Friday 8 am to 10 pm EDT and Saturday-Sunday from 12
pm to 4 pm EDT
Basic JavaScript, CSS and Calculations for Laserfiche Forms*
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Addendum No. 2 to Master Services Agreement No. 60351 Page 6 of 13
Each Client’s Laserfiche Support/Subscription Renewal covers:
▪ BREAK/FIX SUPPORT
Our team of Certified Support Technicians will assist with break/fix issues including the resolution of error codes,
bugs, etc.
▪ CONTINUED EDUCATION
Your renewal grants you access to continued education through Webinars, User Groups, Seminars and more!
▪ REMOTE ACCESS SUPPORT
Our Support Technicians can access your system remotely to resolve issues, saving both time and money.
▪ LASERFICHE SITE ACCESS
You will have 24/7 access to the Laserfiche support site, which includes whitepapers, case studies, etc. You also
have access Laserfiche answers, an online discussion forum. Ask questions and gain advice for other Laserfiche
users, staff, and solution providers.
▪ ACCESS TO VERSION UPDATES
Your Laserfiche renewal covers access to download the version updates for your software/subscription.
▪ SOFTWARE/SUPPORT CREDIT++
When upgrading or trading in perpetual licensing, you will receive a one-time credit of the software and remaining
prepaid support. When moving to Cloud/Subscription, you will receive a one-time credit of the remaining prepaid
support.
PACKAGE DESCRIPTIONS
BUSINESS PROCESS DEFINITIONS
A Workflow, Forms, or Quick Fields process that automates or streamlines an organization-specific process.
▪ BASIC: A business process requiring minimal configuration and virtually no institutional knowledge, allowing a
MCCi Application Support Analyst to assist with configuration, support, and maintenance of the process.
▪ COMPLEX: A large business process with extensive configuration that is absolutely mission critical to the
organization.
▪ EXAMPLES: Large accounts payable process with a high volume of transactions, approval steps, database
lookups, etc. Complex business processes require MCCi’s Application Support Analyst to have
institutional/process knowledge to configure the process.
▪ For new complex Forms, Workflow, and Transparent Records Management configurations, please discuss a
Business Process Configuration Service with your Account Executive or Account Manager.
CLIENT RESPONSIBILITIES (ALL PACKAGES)
▪ Configuration/maintenance of backups and any general network, security, or operating system settings outside
of your solution (Laserfiche, ABBYY, Blue Prism)
▪ Management and creation of retention policies related to Records Management Module
▪ Providing an IT contact (internal or third-party) for MCCi to work with as necessary
▪ Providing remote access capabilities as needed. If the Client requests MCCi to have unattended access, the Client
assumes all responsibility for the related session(s). The Client wil l work with MCCi to set up user profiles, user
tags, etc. to allow desired security rights/access.
▪ For MSS 2, PASS & PASS 2, create/provide process diagrams (and any other necessary paperwork/examples)
MANAGED SUPPORT SERVICES (MSS)
MCCi’s MSS package provides additional training and assistance to a Client’s administrator and users. Pricing for the
advanced block of hours is based on MCCi’s Support Technician hourly rate discounted by 10%. The number of hours
included is based on active products and will expire on the same date as your annual renewal. MSS can be used for
the following:
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Addendum No. 2 to Master Services Agreement No. 60351 Page 7 of 13
▪ ADDITIONAL REMOTE TRAINING
Additional web-based training is conducted to train new users or as refresher training for existing users.
▪ ADDITIONAL SYSTEM SETTINGS CONSULTATION
MCCi offers additional best practices consultation that includes recommendations for adding additional
departments, additional types of indexing, etc.
▪ REMOTE IMPLEMENTATION OF VERSION UPDATES
While your renewal includes version updates, implementation of those updates is sometimes overlooked. With
the addition of MSS, MCCi is at your service to directly assist with implementing software updates such as minor
updates, quick fixes or point releases. Dependent on complexity and client specific configurations, major software
upgrades may or may not be covered and should be discussed with your Account Management Team.
▪ ANNUAL SYSTEM REVIEW & ANALYSIS
MCCi will access your system to review how your organization uses your solution, to identify pote ntial issues, and
to make recommendations for better use of the system. This analysis may be performed annually and is an
optional service that will be completed only if requested by the Client.
▪ LASERFICHE CERTIFICATIONS
Priority offering of complimentary Laserfiche certifications, based on availability.
▪ LASERFICHE CONFERENCE REGISTRATION
Priority offering of complimentary Laserfiche Empower registration, based on availability.
▪ ABBYY USER, GROUP, IMPORT PROFILE, AND BATCH UPDATES
MCCi will create or update users or groups, import profiles or batches within your ABBYY solution.
MANAGED SUPPORT SERVICES LEVEL 2 (MSS 2)
MCCi’s MSS 2 package is for Clients who need additional administration services. MSS 2 pricing for the advanced block
of hours is based on MCCi’s Support Technician II hourly rate discounted by 10%. The number of hours included is
based on active products and will expire on the same date as your annual renewal. MSS 2 offers the following:
▪ ADMINISTRATION CONFIGURATION SERVICES
MCCi will assist with administration configuration services including setting up users, metadata, security, etc.
▪ CONFIGURATION AND MAINTENANCE OF BASIC BUSINESS PROCESS
Utilizing Laserfiche Forms and Workflow, MCCi will assist with the configuration and maintenance of basic
business processes (see definitions above). Examples include Filing workflows, simple Forms or
approval/notification workflows that have few routing steps, no integration, and little to no database lookups.
▪ CONFIGURATION OF LASERFICHE QUICK FIELDS SESSIONS
Using your current Quick Fields modules, MCCi will configure Quick Fields sessions, excluding custom scripting,
custom calculations, etc.
▪ BASIC RECORDS MANAGEMENT MODULE OVERVIEW TRAINING
MCCi will provide refresher overview training of the records management module. Initial training cannot be
performed under this support level.
▪ MAINTENANCE OF EXISTING MIDDLEWARE/CONFIGURABLE INTEGRATIONS
Does not include maintenance of custom-built integrations.
▪ EDIT ABBYY SCRIPTS, FIELDS, AND TRAINING
Within your ABBYY solution, MCCi will edit export scripts, import from Laserfiche, fields/variables within an
existing project, or training.
PROCESS ADMINISTRATION SUPPORT SERVICES (PASS)
MCCi’s PASS package provides all of the MSS 2 benefits, plus access to a dedicated representative and the ability to
have recurring calls to discuss your current and upcoming projects. PASS pricing for the advanced block of hours is
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Addendum No. 2 to Master Services Agreement No. 60351 Page 8 of 13
based on our Application Support Analyst hourly rate discounted by 10%. The number of hours included is based on
active products and will expire on the same date as your annual renewal.
▪ DEDICATED LASERFICHE CERTIFIED PROFESSIONAL
While on our MSS 2 level you will have access to our team of Certified Support Professionals, with PASS you will
have a representative dedicated to your organization.
▪ SCHEDULED RECURRING CONSULTATION CALLS
Upon your request, your PASS representative will schedule recurring calls with you to discuss your current and
upcoming projects. This helps us stay on the same page with you and ensure tasks and project milestones are
being completed.
PROCESS ADMINISTRATION SUPPORT SERVICES LEVEL 2 (PASS 2)
PASS 2 includes the benefits of PASS, but also provides the ability for MCCi to maintain complex business processes,
which requires knowledge transfer and maintenance of that knowledge.
▪ ANNUAL REVIEW OF BUSINESS PROCESS CONFIGURATIONS
▪ INSTITUTIONAL KNOWLEDGE OF YOUR SOLUTION
Turnover within your organization can happen, and it’s important to have a plan. Who will help your new solution
administrator get up to speed on your processes and solutions in place? Leave that to us. We document your
specific organization’s usage and implemented business processes, integrations, etc. and are able to assist with
the knowledge transfer to the new solution administrator if needed.
▪ MAINTENANCE OF MCCi/CLIENT CONFIGURED COMPLEX BUSINESS PROCESSES
Your representative can maintain MCCi or Client configured complex business processes. For example, minor
tweaks, updates due to upgrades, process improvements, etc.
▪ ABILITY TO SCHEDULE AFTER-HOURS MIGRATIONS/UPGRADES
Avoid our after-hours premium charge for server migrations and upgrades. Our Elite clients can schedule these
anytime Monday through Friday from 8 am to 10 pm EDT and Saturday and Sunday from 12 pm to 4 pm EDT.
▪ BASIC JAVASCRIPT, CSS AND CALCULATIONS FOR LASERFICHE FORMS
Excludes complex scripting.
▪ BASIC LASERFICHE WEBLINK/PUBLIC PORTAL CUSTOMIZ ATION
MCCi will help customize your WebLink/Public Portal to meet your needs.
SERVICE LEVEL AGREEMENT (SLA)
MCCi’s SLAs are offered as additional options to your annual support/subscription. An SLA offers the client escalated
response times depending on the severity of the support issue, as well as other additional benefits. The SLA
documentation and pricing is readily available upon request. MCCi currently has two separate SLAs available:
▪ Infrastructure Hosting
▪ Application Support
THE TRAINING CENTER FOR LASERFICHE
MCCi’s Training Center for Laserfiche annual subscription provides an easy, cost -effective way for all users in your
organization to access over 500 Laserfiche training videos.
BENEFITS
▪ 24/7 access to on-demand Laserfiche training videos and other resources
▪ Reduction in training expenses
▪ Caters to all skill levels from Basic Users to Advanced System Administrators
▪ Unlimited access for your entire organization
▪ User determined schedule and pacing
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▪ Reduction in internal support and increased user productivity
▪ Increased efficiency through improved internal usage/adoption
▪ Instant/budgeted training available in the case of employee turnover
▪ Enhance your organization’s internal Laserfiche training program
*The Training Center subscription gate is based on Laserfiche full and retrieval users.
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MCCi ASSUMPTIONS
TECHNICAL SUPPORT
Clients may contact MCCi support via MCCi’s Online Support Center, email (support@mccinnovations.com), or
telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm
Eastern Time.
PROFESSIONAL SERVICES
CHANGE ORDER PROCESS
Any deviations from the contract will be documented in a Change Order that the Client must execute.
CONFIGURATION ASSISTANCE
Many of our packages list remote configuration assistance for up to a certain number of days. This is based on total
days, not business days.
TRAVEL
MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon.
SCHEDULING
All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling
needs to occur after business hours, additional rates may apply.
DATA/SERVER MIGRATIONS
MCCi is not responsible for the accuracy of existing indexing data and/or image quality, such as errors on the media,
image file corruption, data file corruption, orphaned records, encrypted data, non-supported proprietary formats or
other errors that are not controllable by MCCi.
RETURN POLICY
Any product returns are reliant on Manufacturer’s return policy.
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LASERFICHE ASSUMPTIONS
The following assumptions are current as of the date of order. Manufacturer’s terms and conditions are subject to change.
HARDWARE REQUIREMENTS & INSTALLATION
The Client is responsible for ensuring they meet the recommended hardware requirements, which are available upon
request. One of each of the following components will be installed as part of your Laserfiche solution by default unless
your pricing, Statement of Work, or written correspondence with you states otherwise:
LASERFICHE RIO
▪ Laserfiche Server ▪ Directory Server (LFDS)*
▪ Windows Client & Administration Console ▪ Workflow
▪ Web Access/Client* ▪ Forms*
▪ Mobile ▪ Discussions*
▪ Federated Search* ▪ Audit Trail
▪ Import Agent (if purchased)
LASERFICHE AVANTE
▪ Laserfiche Server ▪ Directory Server (LFDS)*
▪ Windows Client & Administration Console ▪ Workflow
▪ Web Access/Client* ▪ Forms*
▪ Mobile ▪ Import Agent (if purchased)
▪ Audit Trail (if purchased)
LASERFICHE SUBSCRIPTION
▪ Laserfiche Server ▪ Directory Server (LFDS)*
▪ Windows Client & Administration Console ▪ Records Management (Business tier)
▪ Web Access/Client* ▪ Workflow (Professional/Business only)
▪ Mobile ▪ Forms* (Professional/Business only)
▪ Federated Search* ▪ Audit Trail
▪ Import Agent
*Requires SSL/TLS Certificate. Client is responsible for acquiring and installing prior to Laserfiche implementation.
Note: Configuring a test environment, setting up an external DMZ, and/or setting up failover/load balancing are not included
by default and must be detailed and priced in Statement of Work to be implemented.
LASERFICHE END USER LICENSE AGREEMENT (EULA)
As part of Client’s account activation process, Laserfiche requires acceptance of the Laserfiche EULA, which can be
found at https://www.laserfiche.com/eula/home/.
▪ By accepting this Order, Client acknowledges Laserfiche’s EULA and agrees to abide by its terms and absolve MCCi
of any Laserfiche product-related liability.
LASERFICHE SOFTWARE ASSURANCE PLAN (LSAP)
MCCi acts as first-tier support and works with Laserfiche, who would provide second-tier level support when needed.
ACTIVE LSAP BENEFITS INCLUDE:
▪ Easy access to our team of Laserfiche Gold Certified Support Technicians
▪ Remote desktop support through GoToMeeting
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▪ Free Laserfiche version downloads
▪ Access to continued education through Webinars, User Groups, and Seminars
▪ Continued access to your Subscription environment (if applicable)
▪ 100% upgrade credit* for your existing software (in the event of a platform upgrade)
* Excludes moves to Subscription or Cloud
LASERFICHE LATE PAYMENT POLICY
▪ If payment is not received before your Renewal Date, your Laserfiche support expires. Please allow up to five (5)
business days after receipt of payment for MCCi to process renewal payment to Laserfiche.
▪ If your on-premises support expires, your access to the Laserfiche website and Laserfiche technicians will no
longer be available until payment is received.
▪ If your Subscription (if applicable) support expires, your access to Laserfiche will be turned off after 30 days and
your access to the Laserfiche website, and Laserfiche technicians will no longer be available until payment is
received.
▪ If your support expiration is just due to a late payment, you will still be able to access MCCi Support Technicians
for 30 days.
▪ However, if there are support issues that require Laserfiche involvement, these issues cannot be resolved
until your support is renewed.
REINSTATEMENT FEES
▪ After your support has been expired for 30 days, Laserfiche will move your renewal date and will apply
reinstatement fees.
▪ Fees = 10% of Annual LSAP Total multiplied by the number of expired months
POLICIES
▪ All maintenance/subscriptions are prepaid and non-refundable.
▪ One year of LSAP must be purchased for all new products.
▪ For new systems:
▪ The support date is set 30 days after MCCi submits software order to Laserfiche.
▪ For platform upgrades to Avante or Rio:
▪ The support date is set immediately upon MCCi submitting software order to Laserfiche.
▪ Remaining months of LSAP can be applied toward the new purchase.
▪ To receive any available software credit for existing platform software at the time of the upgrade, the Client’s
LSAP must be active (i.e. support/maintenance has not expired).
▪ For product upgrades:
▪ To receive any available software credit for existing platform software at the time of the upgrade, the Client’s
LSAP must be active (i.e. support/maintenance has not expired) and the support date is prorated to match
Client’s existing support date.
▪ For moves from on-premises platforms to Subscription:
▪ Credits are not available when moving to Laserfiche Subscription licensing options from an alternative
Laserfiche licensing model.
▪ For additional software: the support date is prorated to match Client’s existing support date.
▪ For Subscription licensing renewals:
▪ The support will automatically renew unless Laserfiche is notified of intent to cancel at least 30 days prior to
the renewal date.
▪ If your Laserfiche Subscription invoice remains outstanding 30 days after the renewal date, the entire
Laserfiche system will be deactivated.
▪ The Subscription renewal invoice will be sent 75 days prior to the anniversary date.
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INTEGRATIONS
Third-party Laserfiche integrations or utilities may consume one or more Laserfiche user licenses depending on how
the vendor designed and coded the integration. These additional licensing needs should be verified by the Client and
considered in the user licensing purchased.
LASERFICHE SOLUTION PROVIDER OF RECORD
As your current Solution Provider of Record, Laserfiche’s policy dictates that MCCi is the only Solution Provider that
can download software licenses and activations for you. Unless you decide to cancel your contract with MCCi or work
with Laserfiche to formally change your Laserfiche Solution Provider of Record, future software purchases, upgrades,
and support renewals will be processed and provided solely by MCCi.
LASERFICHE RIO SHARED SERVICES PROVISIONS
The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Laserfiche corporate.
For Laserfiche corporate licensing rules, there can only be one licensed entity per Laserfiche Rio platform. Licensing
is non-transferrable. Additionally, the Host Entity is responsible for cost allocation among the other entities that are
utilizing its Laserfiche Rio Platform and for being the main point of contact for support provided through MCCi. The
account can only be renewed once all entities have paid for the full LSAP.
CLIENT SOLUTION CUSTOMIZATIONS
The Client may also choose to customize their system internally, without MCCi’s help. MCCi is not responsible for any
damages caused by the user’s customization of the system. MCCi will not be held responsible for correcting any
problems that may occur from these customizations. Routine updates to Laserfiche may affect any customizations
made by the user. If MCCi’s help is required to correct/update any customizations made by the Clien t, appropriate
charges will apply.
CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, the Client must provide timely access to technical resources.
The Client must provide adequate technical support for all MCCi installation and support services. If the Client does
not have “in-house” technical support, it is the Client’s responsibility to make available the appropriate Information
Technology resources/consultant when needed.
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