Loading...
HomeMy WebLinkAboutItem 18 - Laserfiche Support ServicesADDENDUM NO. 7 TO MASTER SERVICES AGREEMENT NO. 60870 MANAGED CLOUD EXPANSION ORDER Addendum No. 7 to Master Services Agreement No. 60870 Page 1 of 8 Pursuant to Master Services Agreement No. 60870 ("Agreement"): This Managed Cloud Expansion Order, designated as Addendum No. 7, is entered into as of _________________, (“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. Use of pre-printed forms, including, but not limited to, email, purchase orders, shrink-wrap or click-wrap agreements, acknowledgements, or invoices, is for convenience only, and all unilaterally issued and/or pre-printed terms and conditions stated thereon, except as specifically set forth in this Order, are void and of no effect.  IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 7 to be executed by their respective duly authorized representatives as of the Addendum Effective Date. MCCi, LLC CITY OF GRAPEVINE (“Client”) Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ Addendum No. 7 to Master Services Agreement No. 60870 Page 2 of 8 PRICING: MANAGED CLOUD 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Bill /Ship to: Darryl Austin daustin@grapevinetexas.gov cc AP Contact: farnett@grapevinetexas.gov; itbilling@grapevinetexas.gov Client Name: City of Grapevine Quote Date: October 1, 2024 Client Address: PO Box 95104, Grapevine, TX 76099 Quote Number: 33416 Order Type: Expansion Product Description: Qty. Unit Cost BuyBoard #716-23 Annual Total MCCi ANNUAL SUBSCRIPTION  Managed Cloud Protected Storage, 1,024 GB 1 $3,400.00 $3,298.00 $3,298.00 MCCi Annual Recurring Subscription Subtotal $3,298.00 GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $3,298.00  MCCi Subscription Proration for 4 Months ($2,198.67) TOTAL MCCi MANAGED CLOUD PROJECT COST $1,099.33 All Quotes Expire 30 Days from Quote Date This is NOT an invoice. Please use this confirmation to initiate Client’s purchasing process. RECURRING SERVICES The Recurring Services portion of this Order will systematically renew unless written notice of termination has been provided per the master agreement. An annual increase of 5% will be applied to the immediately preceding annual rates (excluding any initial or one-time discounts) unless Client has terminated the Order and/or Addendum earlier. SALES TAX Sales tax will be invoiced where applicable and is not included in the fee quote above. Addendum No. 7 to Master Services Agreement No. 60870 Page 3 of 8 PRODUCT ORDER TERMS MCCi will process Product Orders as follows: Product/Service Description Timing of Product Order All Software/Solutions, Recurring Annual Support/Subscription, and Supplemental Support Services Within 30 days of receipt of Order The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of start dates for 3rd party manufacturer products are subject to each manufacturer’s current policy. BILLING TERMS MCCi will invoice Client as follows: Product/Service Description Timing of Billing All Software/Solutions, Recurring Annual Support/Subscription, and Supplemental Support Services ▪ Initial Sale: Upon delivery of software or activation of the subscription ▪ Annual Renewal: 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 invoiced where applicable and is NOT included in the Pricing section. Addendum No. 7 to Master Services Agreement No. 60870 Page 4 of 8 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. RETURN POLICY Any product returns are subject to the manufacturer’s return policy. LIMITED LIABILITY If the Master Agreement is silent on each party’s limited liability, or there exists no master agreement, except for breach of any intellectual property right, or end user terms of use, and/or license agreement, liability is limited to the amount of dollars received by MCCi directly associated with this Order in the twelve (12) months prior to the date of the Claim. If the applicable agreement provides for a limitation of liability, then such limitation applies to the greatest extent allowed. MCCi also does not warrant any third-party products procured on behalf of Client. If there are any product warranties provided by the manufacturer of the product, any remedy should be requested directly from manufacturer and MCCi has no liability associated therewith. PRE-EXISTING INTELLECTUAL PROPERTY (IP) The following products noted below are deemed Pre-existing IP as defined in the Master Agreement and are not considered “Works Made for Hire” and as such all rights, title or interest remains with MCCi. Client shall retain a non - exclusive, royalty-free, world-wide, license to use the product(s) as such product(s) is integrated into the solution purchased from MCCi and for the term of the applicable subscription(s) by Client. ▪ Laserfiche PowerPack by MCCi ▪ Laserfiche EnerGov Integration by MCCi ▪ Laserfiche Neogov Integration by MCCi ▪ GoFiche Suite for Avante/Rio/Subscription ▪ Common Web Service API for Laserfiche ▪ GovBuilt software CLIENT SOLUTION CUSTOMIZATIONS Client may also choose to customize their system internally without MCCi’s help. MCCi is not responsible for any damage caused by the user’s customization of the system not performed by MCCi. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates as provided by software manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply. CLIENT INFORMATION TECHNOLOGY ASSISTANCE For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources. Client must provide adequate technical support for all MCCi installation and support services. If Client does not have “in-house” technical support, it is Client’s responsibility to make available the appropriate Information Technology resources/consultant when needed. Addendum No. 7 to Master Services Agreement No. 60870 Page 5 of 8 FEES Client acknowledges their pre-approval for any Order Expenses, defined below, quoted, and will reimburse Company for all reasonable out-of-pocket travel, living and other ancillary expenses paid or incurred by Company in connection with the Services (“Order Expenses”). If relevant, and provided to Company, Company will make commercially reasonable efforts to conform to Client’s expense policy. If a dispute occurs regarding Company’s invoicing of Order Expenses not in conformity with Client’s expense policy and greater than five (5) percent of a specific invoice, such dispute will be subject to investigation and correction; otherwise, Client agrees to reimburse Company for the full amount of expenses invoiced. Client acknowledges that the price of the license and/or subscription for the use of a third-party licensed product is subject to increases during the term of the license and/or subscription or at the time of renewal. If Company is reselling a license and/or subscription of a third -party product to Client, then Company will provide Client at least 15 days prior to written notice (an email will be sufficient) of an increase in the price of the license and/or subscription. If Client does not agree to pay such increase in the license and/or subscription, Client must provide written notice to Company within 15 days of the date of the notice of such increase. Upon receipt of such notice, Company will cancel Client’s license and/or subscription to the third-party licensed product. In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable. WARRANTY Company warrants that all Services shall be performed by personnel with relevant skill sets and familiarity with the applicable subject matter, in a professional, competent, and workman-like manner. Company’s delivery of a Deliverable to Client shall constitute a representation by Company that it has conducted a review of the Deliverable and believes it meets the written specifications, if any, set forth in this Addendum. 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 Services or Deliverable does not meet the specifications, set forth in the hereunder, Client shall have five (5) business days after Company’s submission to give written notice to Company specifying the deficiencies in reasonable detail. Company shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, Comp any 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. COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR -FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO T HE SPECIFICATION SET FORTH IN THIS ORDER, CLIENT’S INITIAL REMEDY WILL BE FOR COMPANY, AT ITS EXPENSE, TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE FOREGOING, CLIENT’S REMEDIES, AND COMPANY’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 COMPANY 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 COMPANY IN ALL REASONABLE RESPECTS RELATING THERETO, INCLUDING, IN THE CASE Addendum No. 7 to Master Services Agreement No. 60870 Page 6 of 8 OF MODIFIED SOFTWARE, ASSISTING COMPANY 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 COMPANY. COMPANY ALSO DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE ANY PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH. EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY 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 TRAD E. 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 Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank] Addendum No. 7 to Master Services Agreement No. 60870 Page 7 of 8 MANAGED CLOUD ASSUMPTIONS The following assumptions are current as of the date of order. Manufacturer’s terms and conditions are subject to change. REQUIREMENTS Managed Cloud, as with all cloud-based services, requires sufficient internet bandwidth (both upload and download) to ensure an acceptable experience for end users. Client is responsible for ensuring internet bandwidth sufficient for Client’s environment (site locations and number of users). SUBSCRIPTION TERM Subscriptions for Managed Cloud are for one (1) year periods (“Term”) and can be prorated longer to match other solution support/subscription renewal dates. The subscription term will begin once the Azure environment has been activated. This is not contingent upon a completed implementation. Client is still responsible fo r adhering to the Microsoft terms of service (e.g., EULA, AUP, etc.). FEE INCREASES: ▪ Adjustment to fees related to an increase in the level of service requested/authorized by Client will be made at the time of such changes in service becoming available to Client. ▪ MCCi will not increase fees more than once over a 12-month period. ▪ Third-Party License Fees: In the event that a third-party license provider increases the fee they charge MCCi for Client’s use of such license, we will increase Client’s fees by the same percentage amount, provided we notify Client in writing at least 90 days before the effective date of the price increase. LATE PAYMENT POLICY ▪ If payment is not received before Client’s renewal date, Client’s Managed Cloud subscription will expire. Please allow up to five (5) business days for MCCi to process payment. ▪ If Client’s Managed Cloud subscription is expired for 30 days or more, Client’s service will be suspended, and Client will have no access to Client’s Managed Cloud environment. ▪ If Client’s Managed Cloud subscription is not paid after 60 days of Client’s renewal date, Client’s account will be terminated and Client’s data deleted. REINSTATEMENT FEES ▪ After Client’s Managed Cloud subscription has expired, MCCi will move Client’s renewal date to date paid, inclusive of applicable reinstatement fees. ▪ Reinstatement Fees = 20% of Annual Subscription AZURE HOSTING MCCi offers its Managed Cloud service with Azure hosted infrastructure, as well as fully Managed Service options, all through its partnership with Azure. Client acknowledges the following terms, conditions, and limitations (and accepts that MCCi’s liability and responsibility is limited by the following): ▪ Client shall have no rights against Azure in connection with the Infrastructure as a Service (IaaS) sold by MCCi. ▪ Client agrees to abide by the Microsoft license terms: https://azure.microsoft.com/en-us/support/legal/. ▪ MCCi does not promise that the services will be uninterrupted, error-free, or completely secure. Client acknowledges that there are risks inherent in internet connectivity that could result in the loss of Client’s privacy, client data, confidential information, and property. Addendum No. 7 to Master Services Agreement No. 60870 Page 8 of 8 ▪ MCCi has no liability for loss of data to the extent the data has changed since the last backup as defined in the Order. ▪ Prohibition of high-risk use: Client may not use the Managed Cloud service in any situation where failure or fault of the hosting services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Client may not use or permit any other person to use the hosting services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices. AZURE TERMS OF SERVICE: Client agrees to abide by the Azure service terms: https://azure.microsoft.com/en-us/support/legal/subscription- agreement/government/ IP ADDRESSES The IP addresses allocated to Client’s Hosted System during the term of the Agreement are managed by MCCi, and MCCi will retain these IP addresses after termination of the Order, meaning that they may not be transferred or utilized by Client after termination of the Order. SECURITY MCCi will use every reasonable effort to prevent the unauthorized access, use or disclosure of client data and direct client information located on MCCi servers, including the implementation of industry-standard measures designed to maintain the security of such data. Client acknowledges, however, that MCCi cannot guarantee the security of such data given the nature of the Internet. BACKUP & DATA RESTORATION SERVICES SCHEDULE ▪ Daily snapshot of all VM OS and attached storage disks. RESTORATION ▪ Client may receive assistance to restore data that may have been lost as a result of its own actions. Additional fees may apply. DATA MIGRATION SERVICES Existing clients may receive assistance to migrate data from their existing servers. Since each client’s needs are different, this migration will be quoted separately and is not included in MCCi’s standard packages. Should Client choose to move away from their Managed Cloud hosted environment, additional costs will apply for MCCi to assist with the data migration. ADDENDUM NO. 8 TO MASTER SERVICES AGREEMENT NO. 60870 LASERFICHE EXPANSION ORDER Addendum No. 8 to Master Services Agreement No. 60870 Page 1 of 9 Pursuant to Master Services Agreement No. 60870 ("Agreement"): This Laserfiche Expansion Order, designated as Addendum No. 8, is entered into as of _________________, (“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. Use of pre-printed forms, including, but not limited to, email, purchase orders, shrink-wrap or click-wrap agreements, acknowledgements, or invoices, is for convenience only, and all unilaterally issued and/or pre-printed terms and conditions stated thereon, except as specifically set forth in this Order, are void and of no effect.  IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 8 to be executed by their respective duly authorized representatives as of the Addendum Effective Date. MCCi, LLC CITY OF GRAPEVINE (“Client”) Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ Addendum No. 8 to Master Services Agreement No. 60870 Page 2 of 9 PRICING: LASERFICHE 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Bill/Ship to: Darryl Austin daustin@grapevinetexas.gov cc AP Contact: farnett@grapevinetexas.gov; itbilling@grapevinetexas.gov Client Name: City of Grapevine Quote Date: October 2, 2024 Client Address: PO Box 95104, Grapevine, TX 76099 Quote Number: 33453 Order Type: Expansion Product Description: Qty. Unit Cost BuyBoard #716-23 Total CONTENT SERVICES SOFTWARE LICENSING FOR RIO  Laserfiche Rio Records Management Edition Named Full User (200-499 Users) 10 $762.30 $708.94 $7,089.40  Laserfiche Rio Forms Professional (200-499 Users) 10 $69.30 $64.45 $644.50  Laserfiche Rio Connector (200-499 Users) 10 $34.65 $32.22 $322.20 Laserfiche Software Subtotal $8,056.10 GRAND TOTAL - ONE-TIME SOFTWARE $8,056.10 Product Description: Qty. Unit Cost BuyBoard #716-23 Annual Total LASERFICHE ANNUAL SOFTWARE SUPPORT - BASIC  Laserfiche Rio Records Management Edition Named Full User (200-499 Users) 10 $152.46 $137.21 $1,372.10  Laserfiche Rio Forms Professional (200-499 Users) 10 $13.86 $12.47 $124.70  Laserfiche Rio Connector (200-499 Users) 10 $6.93 $6.24 $62.40 Laserfiche Annual Recurring Software Support Subtotal $1,559.20 GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $1,559.20  Laserfiche Recurring Annual Support Proration for 15 Months $389.80 TOTAL LASERFICHE COST $10,005.10 All Quotes Expire 30 Days from Quote Date This is NOT an invoice. Please use this confirmation to initiate your purchasing process. Addendum No. 8 to Master Services Agreement No. 60870 Page 3 of 9 RECURRING SERVICES The Recurring Services portion of this Order will be based on the pricing at the time of renewal. It 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 the Client. No more than once per year, MCCi may adjust its recurring annual services (services not related to 3rd party manufacturers) 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. Please note that if you subscribe to volume - based solutions, additional user licenses may increase the cost of those items at the time of your next annual renewal. SALES TAX Sales tax will be invoiced where applicable and is not included in the fee quote above. Addendum No. 8 to Master Services Agreement No. 60870 Page 4 of 9 PRODUCT ORDER TERMS MCCi will process Product Orders as follows: Product/Service Description Timing of Product Order All Software, Recurring Annual Support/Subscription, and Supplemental Support Services Within 30 days of receipt of Order The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of start dates for 3rd party manufacturer products are subject to each manufacturer’s current policy. BILLING TERMS MCCi will invoice Client as follows: Product/Service Description Timing of Billing All Software, Recurring Annual Support/Subscription, and Supplemental Support Services ▪ Initial Sale: Upon delivery of software or activation of the subscription ▪ Annual Renewal: 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 invoiced where applicable and is NOT included in the Pricing section. Addendum No. 8 to Master Services Agreement No. 60870 Page 5 of 9 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. RETURN POLICY Any product returns are subject to the manufacturer’s return policy. LIMITED LIABILITY If the Master Agreement is silent on each party’s limited liability, or there exists no master agreement, except for breach of any intellectual property right, or end user terms of use, and/or license agreement, liability is limited to the amount of dollars received by MCCi directly associated with this Order in the twelve (12) months prior to the date of the Claim. If the applicable agreement provides for a limitation of liability, then such limitation applies to the greatest extent allowed. MCCi also does not warrant any third-party products procured on behalf of Client. If there are any product warranties provided by the manufacturer of the product, any remedy should be requested directly from manufacturer and MCCi has no liability associated therewith. PRE-EXISTING INTELLECTUAL PROPERTY (IP) The following products noted below are deemed Pre-existing IP as defined in the Master Agreement and are not considered “Works Made for Hire” and as such all rights, title or interest remains with MCCi. Client shall retain a non - exclusive, royalty-free, world-wide, license to use the product(s) as such product(s) is integrated into the solution purchased from MCCi and for the term of the applicable subscription(s) by Client. ▪ Laserfiche PowerPack by MCCi ▪ Laserfiche EnerGov Integration by MCCi ▪ Laserfiche Neogov Integration by MCCi ▪ GoFiche Suite for Avante/Rio/Subscription ▪ Common Web Service API for Laserfiche ▪ GovBuilt software CLIENT SOLUTION CUSTOMIZATIONS Client may also choose to customize their system internally without MCCi’s help. MCCi is not responsible for any damage caused by the user’s customization of the system not performed by MCCi. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Ro utine updates as provided by software manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply. CLIENT INFORMATION TECHNOLOGY ASSISTANCE For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources. Client must provide adequate technical support for all MCCi installation and support services. If Client does not have “in-house” technical support, it is Client’s responsibility to make available the appropriate Information Technology resources/consultant when needed. Addendum No. 8 to Master Services Agreement No. 60870 Page 6 of 9 FEES Client acknowledges their pre-approval for any Order Expenses, defined below, quoted, and will reimburse Company for all reasonable out-of-pocket travel, living and other ancillary expenses paid or incurred by Company in connection with the Services (“Order Expenses”). If relevant, and provided to Company, Company will make commercially reasonable efforts to conform to Client’s expense policy. If a dispute occurs regarding Company’s invoicing of Order Expenses not in conformity with Client’s expense policy and greater than five (5) percent of a specific invoice, such dispute will be subject to investigation and correction; otherwise, Client agrees to reimburse Company for the full amount of expenses invoiced. Client acknowledges that the price of the license and/or subscription for the use of a third -party licensed product is subject to increases during the term of the license and/or subscription or at the time of renewal. If Company is reselling a license and/or subscription of a third -party product to Client, then Company will provide Client at least 15 days prior to written notice (an email will be sufficient) of an increase in the price of the license and/or subscription. If Client does not agree to pay such increase in the license and/or subscription, Client must provide written notice to Company within 15 days of the date of the notice of such increase. Upon receipt of such notice, Company will cancel Client’s license and/or subscription to the third-party licensed product. In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable. WARRANTY Company warrants that all Services shall be performed by personnel with relevant skill sets and familiarity with the applicable subject matter, in a professional, competent, and workman-like manner. Company’s delivery of a Deliverable to Client shall constitute a representation by Company that it has conducted a review of the Deliverable and believes it meets the written specifications, if any, set forth in this Addendum. 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 Services or Deliverable does not meet the specifications, set forth in the hereunder, Client shall have five (5) business days after Company’s submission to give written notice to Company specifying the deficiencies in reasonable detail. Company shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, Comp any 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. COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR -FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO T HE SPECIFICATION SET FORTH IN THIS ORDER, CLIENT’S INITIAL REMEDY WILL BE FOR COMPANY, AT ITS EXPENSE, TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE FOREGOING, CLIENT’S REMEDIES, AND COMPANY’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 COMPANY 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 COMPANY IN ALL REASONABLE RESPECTS RELATING THERETO, INCLUDING, IN THE CASE Addendum No. 8 to Master Services Agreement No. 60870 Page 7 of 9 OF MODIFIED SOFTWARE, ASSISTING COMPANY 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 COMPANY. COMPANY ALSO DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE ANY PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH. EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY 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 Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank] Addendum No. 8 to Master Services Agreement No. 60870 Page 8 of 9 LASERFICHE ASSUMPTIONS The following assumptions are current as of the date of order. Manufacturer’s terms and conditions are subject to change. LASERFICHE END USER LICENSE AGREEMENT (EULA) 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 SUPPORT PLAN MCCi acts as first-tier support and works with Laserfiche, who would provide second-tier level support when needed. Laserfiche software support plans are applicable to actively supported perpetual software and are bundled with on - premises Subscription and Cloud systems. All software support plans are on a yearly subscription basis and accompany the applicable software product designed, developed, created, written, owned, or licensed by Laserfiche. On-premises Subscription and Cloud system subscribers are advised to export data from their Laserfiche system prior to cancellation or any other termination. ACTIVE LASERFICHE SOFTWARE SUPPORT PLAN BENEFITS INCLUDE: ▪ Easy remote access to MCCi’s team of Laserfiche Gold Certified Support Technicians ▪ Access to new product update versions and hotfixes ▪ Software credit eligibility for product upgrades, as determined by Laserfiche’s then-current policy ▪ Continued access to Client’s Laserfiche solution* * Specific to Laserfiche Cloud and Laserfiche on-premises Subscription licensed Clients POLICIES ▪ To receive periodic product updates for a Laserfiche Software Solution, its associated software support plan must be purchased and maintained throughout the software term. ▪ All software support plan subscriptions are annual, prepaid, and non-refundable. ▪ The annual term start date for new systems is established by Laserfiche at the time MCCi submits an order to Laserfiche on Client’s behalf. ▪ For platform upgrades, software and support credit eligibility is determined by Laserfiche’s then -current policy. To receive any available software or support credit, Client’s support plan must be active (i.e., support plan has not expired) ▪ For expansion purchases, the applicable service period is prorated to match Client’s existing or future service period, which is dependent on Laserfiche’s then current policy and the timing of the expansion order vs. the Client’s annual service period renewal date (i.e., prorating for less than four months may not be permittable due to the timing of renewal invoicing). LATE PAYMENTS ▪ If payment is not received before Client’s renewal date, Client’s Laserfiche software support plan expires. Please allow up to five (5) business days after receipt of payment for MCCi to process renewal payment to Laserfiche. ▪ Impact of Expiration: ▪ Client will be able to access MCCi Support Technicians for 30 days post expiration. However, if there are support issues that require Laserfiche involvement, these issues cannot be resolved until Client’s support is renewed. ▪ Perpetual software support plan: Access to the Laserfiche support website and Laserfiche technicians will no longer be available until MCCi receives Client’s renewal payment and processes payment to Laserfiche. Addendum No. 8 to Master Services Agreement No. 60870 Page 9 of 9 ▪ Laserfiche on-premises Subscription or Laserfiche Cloud: Access to Client’s Laserfiche solution will be turned off after 30 days and Client’s access to the Laserfiche support website, and Laserfiche technicians will no longer be available until MCCi receives Client’s renewal payment and processes payment to Laserfiche. Laserfiche on- premises Subscription Clients must reactivate the on-premises Subscription system following payment of the software support plan renewal to ensure uninterrupted usage. ▪ Reinstatement Fees: In order to receive uninterrupted support for perpetual on-premises Laserfiche Software Solutions, Client must maintain a software support plan for the term of the Laserfiche Software Solution. In the event that Client’s software support plan is expired for more than 45 days, the plan will need to be reinstated. Reinstatements reset the annual date of the software support plan, and the cost includes one year of the software support plan in addition to the Reinstatement Fee. The Reinstate ment Fee is a 10% markup on the lapsed value of the software support plan. The Reinstatement Fee includes the number of days lapsed since your software support plan expired. INTEGRATIONS Third-party Laserfiche integrations or utilities may consume one (1) or more Laserfiche user licenses depending on how the vendor designed and coded the integration. These additional licensing needs should be verified by Client and considered in the user licensing purchased. LASERFICHE SOLUTION PROVIDER OF RECORD As Client’s current Solution Provider of Record, Laserfiche’s policy dictates that MCCi is the only Laserfiche Solution Provider that has access to Client’s support account, along with the ability to download software licenses and activations, process subscription renewals and initiate additional purchases on Client’s behalf. Unless Client decides to cancel Client’s contract with MCCi or work with Laserfiche to formally change Client’s Laserfiche Solution Provider of Record, future purchases and subscription renewals will be processed and provided 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. BUDGETARY NOTIFICATION 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Client Name: City of Grapevine Quote Date: October 1, 2024 Support Period: 12/04/2024 - 12/03/2025 Estimate Number: 33432 Estimate Type: Annual Support Renewal Product Description: Qty. Unit Cost BuyBoard #716-23 Annual Total ANNUAL SUPPORT/SUBSCRIPTION  MCCi Process Administration Support Services for Laserfiche (MPASS) 1 $6,615.00 N/A $6,615.00  Laserfiche Rio Public Portal license for 1 Laserfiche Rio Server 1 $9,450.00 $8,505.00 $8,505.00  Laserfiche Participant User Subscription (1,000+ Users) 1000 $29.40 $26.60 $26,600.00  Laserfiche Rio Connector (200-499 Users) 230 $6.93 $6.24 $1,434.51  Laserfiche Rio Forms Professional (200-499 Users) 230 $13.86 $12.47 $2,869.02  Laserfiche Rio Records Management Edition Named Full User (200-499 Users) 230 $152.46 $137.21 $31,559.22  1 TB Standard SSD-E30 Add-on (Includes 10-Day Backup) (Legacy) 4 $3,360.00 N/A $13,440.00  Laserfiche Rio Forms Portal 1 $1,678.95 $1,511.06 $1,511.06  Laserfiche Rio Quick Fields Core 3 $1,050.00 $945.00 $2,835.00  Laserfiche Rio Auto Stamp, Redaction & Bates Numbering (Upgrades to Rio only) 2 $105.00 $94.50 $189.00  Laserfiche Rio Import Agent 1 $315.00 $283.50 $283.50  Laserfiche PowerPack by MCCi Subscription 1 $1,000.00 $950.00 $950.00  Laserfiche Pro Upgraded Managed Cloud (Legacy) 1 $62,604.15 $57,834.31 $57,834.31  Site-to-Site VPN Tunnel 1 $1,575.00 N/A $1,575.00  MCCi SLA for Laserfiche (125-249 Users) 1 $7,850.00 $7,065.00 $7,065.00 GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $163,265.62 Note: Laserfiche recently announced that all Laserfiche renewal rates on the following platforms will incur a 5% increase starting July 1, 2024: Teams, United, Avante, Rio, Cloud & Subscription (Site Licenses only). This renewal reflects this increase.