HomeMy WebLinkAboutLaserfiche Update Software Master Services Agreement & Addendum for Clerk's Office (BPW approved 2/11/26) City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk:
Clerks Office
Department:
MCCI
Vendor Name:
2/11/2026
Sign Date:
Ending Date:
Amount of Original Contract: $8,080.38
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount: $16,809.62
Purpose: Update to Laserfiche Software
For Clerk's Office to fill out
Date uploaded to Gateway:
MASTER SERVICES AGREEMENT NO.20032
This Master Services Agreement No.20032(this"Agreement")is effective on date of last signature("Effective Date")and is made by and between
MCCi, LLC, a Florida limited liability company, with its principal office located at 3717 Apalachee Parkway, Suite 201, Tallahassee, FL 32311
("Company")and Client(defined herein).Company and Client may each be referred to individually herein as a"Party"or collectively as the"Parties".
The terms"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 applicable Party.It is agreed that Client's Affiliates who are a party to the applicable Order(defined below)
shall enjoy the same rights,benefits and obligations set forth in this Agreement as are applicable to Client.
As used in this Agreement,"Company"means the Company Affiliate providing the Services(defined below)to the Client in the applicable Order.
The Parties hereto intending to be legally bound hereby,agree as follows:
1. Scope of Service
Company and Client may develop and enter into one or more sales orders, attached hereto or incorporated by reference, incorporating a
description of the specific goods and/or services requested by Client and agreed to be performed or otherwise provided by Company(and as
modified in writing by the Parties,each an"Order").Company 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 Company to Client(each
a"Deliverable"),and the acceptance criteria,if any,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.Unless provided to the contrary in the applicable Order,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 the applicable Order shall
govern and control.Use of pre-printed forms,including,but not limited to email,purchase orders,shrink-wrap or click-wrap agreements,except
those that may appear in the appliable Order,acknowledgements or invoices,is for convenience only and all pre-printed terms and conditions
stated thereon,except as specifically set forth in this Agreement,are void and of no effect. No amendment or modification to this Agreement will
be valid unless set forth in writing and formally approved by authorized representatives of both parties. 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(each a"Change Order")will be binding upon Client or Company,nor will
such Change Order be the basis for any claim for additional compensation by Company,until Client and Company have agreed in writing to the
same.
Each Company Affiliate will only be liable for those obligations expressly set forth in the applicable Order to which it is a party and the applicable
Affiliate will invoice client for the same. In no event will a Company Affiliate be liable for any of the obligations or liabilities of any other Company
Affiliate pursuant to this Agreement.
2. Fees
Client shall pay to Company the fees and other compensation and or reimbursement set forth in each Order.The Client acknowledges that it may
incur expenses as associated with non-refundable items(e.g.,airline tickets,training/install charges,hotel reservations,rental cars,and the like),
in the event that(i)Client cancels or reschedules performance,after Company has made the applicable arrangements;or(ii)If Client is not prepared
upon Company's arrival,which results in cancellation,delays,and/or the need to reperform any Deliverables.
3. Invoicing and Payment
Unless otherwise stated in an Order,Company 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 Company has been informed by said due date that an invoice is being contested and the
reason therefor,may result in the imposition of interest charges to the extent allowable by law as well as any associated legal and collection fees
incurred.
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 an Order, pursuant to this 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 per the
applicable Order.
To the extent that Client is not exempt and/or has not communicated its tax status to Company,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 Company under this Agreement or any other Agreement between the Parties,exclusive of taxes based on Company's net income or net
worth. Client understands and accepts that any pricing set forth in an Order does not include such taxes.
Payments for recurring software maintenance support,subscriptions and/or other service packages("Recurring Services")are non-refundable.
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4. Term and Termination
This Agreement will commence on the Effective Date and will be effective for the longer of(i)a one(1)year period or(ii)the term of the original
Order and will continue for one (1)year periods and continue in full force and effect, unless terminated by either Party as set forth below.
Notwithstanding the foregoing,if at any point an Order,Recurring Services,or similar underlying work document be active,then the terms of this
Agreement shall govern the Order or similar underlying work document until termination or expiration of the same.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 a Party notifies the other in writing that they are in breach or default of this Agreement, unless the breaching 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;or
(d) If Client is a city,county,or other government entity the following applies:If Client's governing body fails to appropriate sufficient funds to
make payments due and to become due during Client's next fiscal period,Client may,subject to the terms herein,terminate the applicable
Order as of the last day of the fiscal period for which appropriations were received(each an"Event of Non-appropriation").Client agrees
to deliver notice of an Event of Non-appropriation to Company at least 30 days prior to the end of Client's then-current fiscal period,or if an
Event of Non-appropriation has not occurred by that date,promptly upon the occurrence of any such Event of Non-appropriation. If this
Agreement is terminated following an Event of Non-appropriation,Client agrees(but only to the extent permitted by applicable law)that,for
a period of one(1)year from the effective date of such termination,Client shall not purchase or otherwise acquire any technology performing
functions similar to those performed by the Recurring Services from a third party.
Notwithstanding anything to the contrary,despite expiration,non-renewal,or termination of this Agreement,unless the Parties have executed a
master agreement that supersedes this Agreement,if at any time there is any active Order,or Company is providing any services to Client,the
terms of this Agreement will continue to apply to the applicable Order or services.
5. Working Arrangements
All Services shall be performed remotely,unless otherwise agreed to by the Parties.
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 and/or delivery of a Deliverable will,on reasonable notice:(i) be available to assist Company 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 Company with any other activities or tasks required
to complete the Services in accordance with the Order.
6. Company Personnel
Neither Company nor its Personnel(defined below)are or shall be deemed to be employees of Client but instead are independent contractors to
Client. Company 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 engagement of such Personnel.
In addition,Company shall be responsible for all acts or omissions of its Personnel.
Company may utilize independent subcontractors in satisfying its obligations under this Agreement (collectively with Company employees
"Personnel"). Company remains responsible for all acts and omissions of all Personnel.
Upon receipt of notice from Client that any Company Personnel is not suitable, Company shall remove such person from the performance of
Services and will provide a qualified replacement as quickly as reasonably possible.
Unless a particular Company Personnel member has been identified as a key resource to the relevant Order,Company at its sole discretion may
reassign,if and as necessary,other appropriately qualified Company Personnel to the relevant Order as long as such assignment will not affect
Company's fee for the Services defined or ability to satisfy its Deliverables.
Neither Party is a legal representative of the other nor does a Party have the authority,either express or implied,to bind or obligate the other in
any way.
7. Non-Solicitation
To the extent permitted by law,during the term of this Agreement and for a period of twelve(12)months thereafter,neither Party shall knowingly
(i)induce or attempt to induce any then-current employee or independent contractor of the other Party to terminate his or her employment or
other relationship with the non-soliciting Party or(ii)solicit or hire any former employee or independent contractor that had been employed or
engaged by the non-soliciting Party during the previous twelve (12) months. 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
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a general, publicly-available advertisement for employment by the hiring Party(including its Affiliates), or(iii) make unsolicited approaches or
inquiries to such Party(including its Affiliates)regarding employment opportunities.The current engaging Party,in its sole discretion,may waive
this provision in writing for an individual. Except for government entities, In consideration for such waiver,the soliciting Party agrees to pay a
placement fee equal to fifty(50)percent 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 Company 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(defined below)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 performance hereunder.Each 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 Company to Client will sign appropriate forms
of confidentiality agreements on or prior to their start date.
"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 information, techniques, know-how, trade secrets, processes, clients, 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 this 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,or subject to a third-party license agreement,title to all materials,Services,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 Company under any Order,to the extent that the same are custom and unique in application to Client,(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.Company 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 Company shall not use or disclose any Client Confidential Information or Deliverables custom and unique to 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.Company 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 9.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, Company shall promptly 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) Company software, including but not limited to any
proprietary code(source and object),or that which is subject to third-party license agreements with Company and/or Client;(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 Company had prior to or
acquired during the performance of its Services for Client and which do not contain any Confidential Information of Client conveyed to Company.
Should Company,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"),Company shall retain any and all rights in such Pre-existing Work.Company hereby grants
Client a paid up,royalty free,world-wide,non-exclusive license to use outputs generated by the Company software and Pre-existing Work for its
internal business needs for the term of each applicable Order.
Client understands and agrees that Company may perform similar services for third Parties using the same Personnel that Company may use for
rendering Services for Client hereunder,subject to Company's obligations respecting Client's Confidential Information pursuant to Section 8.
10. Data Privacy
In the event that Company,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(defined below)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 Company shall safeguard this information in
accordance with these laws.Company may disclose Personal Information and other Client provided information for business purposes only on a
need-to-know basis and only to(i)Company Personnel,(ii)any third-party service providers that have agreed to safeguard Personal Information
and other Client provided information in a like manner as Company safeguards such information,and(iii)with other entities authorized to have
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access to such information under applicable law or regulation.Company may disclose Personal Information 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.Company shall have no duty to notify Client of such compliance with law.Company takes reasonable
and appropriate measures to maintain the confidentiality and security of Personal Information and to prevent its unauthorized use or disclosure.
To the extent that Company experiences a Security Breach as defined under the applicable State Data Protection Laws for information generated
in connection with this Agreement or any Order hereto,Company shall notify Client in writing within five(5)business days of confirming the same.
11. Warranty
(a) General Representation and Warranty.
Client represents and warrants that it shall have all rights and licenses,including,without limitation those related to data,software and the
like,of third parties,necessary or appropriate for Company to access or use such data and/or third-party products and agrees to produce
evidence of such rights and licenses upon the reasonable request of Company.
(b) Services Warranty.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION.THE APPLICABLE EXHIBITS AND/OR ORDERS.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.
(c) General Warranty.
Company shall perform the Services in compliance with all applicable federal and state laws and regulations and industry codes,including
but not limited to(i)federal and state anti-kickback laws and regulations,(ii)federal and state securities laws,meaning that Company agrees
that Client may be a publicly traded company and Company shall instruct Company 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,(iii)the Foreign Corrupt Practices
Act of 1977, (iv) federal and state privacy and data protection laws, including, but not limited to, Health Insurance Portability and
Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act(collectively,"State Data Protection
Laws"),and(v)Company also represents that it uses E-Verify to verify the work authorization of all newly hired employees.
12. Indemnification and Limitation of Liability
(a) Indemnification.
To the extent caused by Company,Company shall indemnify,defend,and hold 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 tangible
property damage arising out of Company's performance within the scope of its responsibilities under this Agreement or by a third-party
alleging that the use of any Deliverable(expressly excluding third party software and/or cloud host provider)as provided to Client under this
Agreement or any Order hereto and used in accordance with this Agreement and relevant documentation, infringes any third party's
intellectual property rights perfected in the United States.Notwithstanding the foregoing,Company shall not be required to indemnify Client
to the extent the alleged infringement:(i)is based on information or requirements furnished by Client,(ii)is the result of a modification made
by an entity other than Company,or(iii)arises from use of a Deliverable in combination with any other product or service not provided or
approved in writing by Company.If Client is enjoined from using the Deliverable or Company reasonably believes that Client will be enjoined,
Company 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
same so that it is no longer infringing.If neither of the foregoing options is reasonably available to Company,then this Agreement may be
terminated at either Party's option,and Company's sole liability shall be subject to the limitation of liability provided in this Section.
(b) Indemnification Procedure.
Client shall give Company(i)prompt written notice of the Claim;(ii)sole control of the defense and settlement of the Claim(provided that
Company may not settle any Claim unless it unconditionally releases Client of all liability and does not otherwise negatively impact Client's
rights,including,without limitation,those in its intellectual property);and(iii)at Company's cost,all reasonable assistance.
(c) Limitation of Liability.
Except for a breach of intellectual property rights,a third party's end user and/or terms of use agreement,and to the extent caused by the
applicable Party:
(i)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 PAYMENT OBLIGATIONS; (ii) EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, OR OTHER
LIABILITY ARISING OUT OF,OR CONNECTED WITH,THIS AGREEMENT,THE SERVICES,DELIVERABLES AND/OR SOFTWARE PROVIDED HEREUNDER
OR CLIENTS USE OF ANY SUCH SERVICES, DELIVERABLES,AND/OR SOFTWARE,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 COMPANY BY CLIENT UNDER THE APPLICABLE ORDER,GIVING RISE TO SUCH CLAIM DURING THE LAST TWELVE(12)MONTHS. UNLESS
PROVIDED OTHERWISE IN AN ORDER,THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL AGREEMENTS BETWEEN THE PARTIES,REGARDLESS
OF WHETHER EXECUTED PRIOR TO OR SUBSEQUENT TO THIS AGREEMENT.
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EACH PARTY'S ENTIRE LIABILITY AND CLIENT'S REMEDIES UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE LIMITATIONS CONTAINED IN THIS
SECTION .THE LIMITATIONS ON WARRANTY AND LIABILITY SPECIFIED IN THE WARRANTY AND INDEMNIFICATION AND LIMITATION OF LIABILITY
SECTIONS 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,Company 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 and Errors&Omissions:$1,000,000 per occurrence and$3,000,000 in the aggregate
• Cyber and Technical Errors and Omissions:$3,000,000 in the aggregate
Company,at Client's request,will name Client as an additional insured under the Comprehensive General Liability policy. Company represents
that Client is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions
policies for vicarious liability,but no modified certificate of insurance will be provided.
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 five(5)business days after 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 Company If to Client:
MCCi,LLC City of Jeffersonville
3717 Apalachee Parkway 500 Quartermaster Court
Suite 201 Jeffersonville,IN 47130
Tallahassee,FL 32311 Attn:Lisa Gill
Attn:Legal Department Email:Lisa Gill
Email:legal@mccinnovations.com (gill@CityofJeff.net
15. Miscellaneous
(a) EULA(End User License Agreement)Provisions.
Client acknowledges that they are responsible for adhering to any third-party End User License Agreements,acceptable use policies,and/or
terms and conditions or similar requirements("EULA"). This applies,without limitation,to MCCi affiliate licensed software regardless of the
means of provision. Except for a Company Affiliate providing the foregoing, Company shall not be responsible for such products except
related services provided directly by Company.
(b) Use of Open-Source Code.
Except as disclosed in the Order, Company does not distribute nor otherwise use any open-source or similar software in a manner that
would obligate Company 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 includes,
but may not be limited to, 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.
Client may choose to customize their software internally without Company's help.Company is not responsible for any damages caused by
Client's customization of the software. Company will not be held responsible for correcting any problems that may occur from these
customizations.
(d) Company Software Configuration Services.
Client may elect to contract with Company 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 Company for any damages that could be related to these
software configurations.
(e) Compliance with Laws.
To the extent applicable to the Parties each Party shall comply with and give all notices required by all applicable federal, state,and local
laws,ordinances,rules,regulations,and lawful orders of any public authority bearing on use of the Services,Deliverables and/or software
and the performance of this Agreement.
(f) Equal Opportunity.
To the extent applicable to the Parties each shall abide by the requirements of 41 CFR 60-1.4(a),60-300.5(a)and 60-741.5(a),and the posting
requirements of 29 CFR Part471,appendix Ato subpart A,if applicable.These regulations prohibit discrimination against qualified individuals
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based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their
race,color,religion,sex,sexual orientation,gender identity or national origin.
(g) Excluded Parties List.
To the extent required by law and applicable to Client,Company agrees to promptly report to Client if an employee or contractor is listed by
a federal agency as debarred,excluded or otherwise ineligible for participation in federally funded health care programs.
(h) Boycotts.
Company is not engaged in and will not engage in a boycott prohibited under United States and/or applicable State laws.
(i) E-Verify
Company uses E-Verify to verify the work authorization of all newly hired employees.
(j) 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.
(k) Audit Rights.
With reasonable notice and at a convenient location,Client will have the right to audit Company's records to verify the accuracy of invoicing
to Client.
In addition,should any of Client's regulators legally require access to audit the Services,Company will,to the extent legally required by such
regulators,provide access for the same.All results of such audits shall be Company Confidential Information.
Client shall bear all costs associated with audits.
(I) 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 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 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.
(m) Modification.
This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties.
(n) 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.
(o) Dispute Resolution.
Should a dispute arise between Company 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 reasonable efforts 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.
(p) 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.
(q) Publicity.
Company 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 8 of this Agreement.
(r) 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.
(s) 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. The
counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature(including portable document
MCCI MSA Page 6 of 7
format)by either of the Parties and the receiving Party may rely on the receipt of such document so executed and delivered electronically or
by facsimile as if the original had been received.
(t) Governing Law.
This Agreement,any claim dispute or controversy hereunder(a"Dispute")will be governed by(i)the laws of the State of Florida,or(ii)if Client
is a city,county,municipality or other governmental entity,the law of state where Client is located,in all cases without regard to its conflicts
of law.The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.In any
Dispute,each Party will bear its own attorneys'fees and costs and expressly waives any statutory right to attorneys'fees.
(u) Survival.
Sections 2(Fees),3(Invoicing and Payment),6(Company Personnel),7(Non-solicitation),8(Confidential Information),9(Intellectual Property),
10(Data Privacy),11(Warranty),12(Indemnification and Limitation of Liability), 14(Notices),15(Miscellaneous),and all other terms that by
their context are intended to survive,whether in or under this Agreement,shall survive termination or expiration of this Agreement.
(v) Bench Trial.
The Parties agree to waive,to the maximum extent permitted by law,any right to a jury trial with respect to any Dispute.
(w) No Class Actions.
NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST EACH OTHER,SUCH PARTY'S PROVIDERS,AND/OR
CLIENTS,OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
(x) Limitation Period.
Neither Party shall be liable for any claim brought more than two(2)years after the cause of action for such claim first arose.
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by their r • ■' duly authorized representatives as of the
Effective Date.
MCCi,LLC CITY OFJEF'
on 202 1E y 1 :58:D'Auno
mco
202 2-12 12:58:35 GMT
Signed: Si: ' (� �
Victor D'Aurio
Name: � `_ `Name: •`L 000
COD
Title: Title: tg—
February 12, 2026 kkk\eXCP
Date: Date:
500 QUARTERMASTER COURT
JEFFERSONVILLE,IN 47130
MCCI MSA Page 7 of 7
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO.20032
LASERFICHE PLATFORM CHANGE ORDER
Pursuant to Master Services Agreement No.20032("Agreement"): �1
This Order,designated as Addendum No.1,is entered into as of ///aS V ,("Order 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 Order,
the Order will control.Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.This Order supersedes
any previous quotes 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.1 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi,LLC CITY OF JEFFERS NV LLE 'C nC')
mcc SIG by Viidor D'Auno •
on 2 - : GMT
Signed: Signed
Victor D'Aurio �A
Name: Name: \"`' G
COO �p
Title: Title: \ V4:
‘A)-U
February 12, 2026Date: Date: �-
PRICING: LASERFICHE
mCCi
3717 Apalachee Parkway, Suite 201 Bill to: Lisa Gill
Tallahassee, FL 32311 (gill@Cityofjeff.net
850.701.0725 Ship to: Lisa Gill
850.564.7496 fax (gill@Cityofjeff.net
cc AP Contact: hnortham@cityofjeff.net
Cloud Admin: Lisa Gill
Igill@Cityofleff.net
Client Name: City of Jeffersonville Quote Date:January 12, 2026
Client Address: 500 Quartermaster Court,Jeffersonville, IN 47130
Quote Number:39521
Order Type: Platform Change
Product Description: Qty. Unit Cost Annual Total
LASERFICHE CLOUD ANNUAL SUBSCRIPTION - BASIC
• Laserfiche Cloud Professional User Subscription(5-49 Users) 5 $870.00 $4,350.00
[J1 Laserfiche Cloud Participant User Subscription(10-199 Users) 10 $125.00 $1,250.00
O Laserfiche Cloud Quick Fields Complete with Agent Subscription(10- 1 Included* Included*
Pack)
[J1 Laserfiche Cloud Direct Share, Up to 200MB 1 Included* Included*
• Laserfiche Cloud Starter Audit Trail Subscription 1 Included* Included*
• LF Cloud Public Portal Subscription(Up to 12k Views/Yr.) 1 $630.00 $630.00
2 Smart Fields(Up to 1,000 Extractions Per Year) 1 Included* Included*
Laserfiche Annual Recurring Subscription Subtotal $6,230.00
MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION
• MCCi Managed Support Services for Laserfiche(MMSS) 1 $2,295.00 $2,295.00
Client needs are estimated based on the current components provided
herein:up to 15 hours that will expire at the end of your renewal term.
[JJ MCCi Learning Management System (LMS)for Laserfiche Cloud (5-9 1 $925.00 $925.00
Users)
[JJ MCCi SLA for Laserfiche(5-10 Users) 1 $650.00 $650.00
MCCi Supplemental Support Services Annual Recurring Subscription Subtotal $3,870.00
GRAND TOTAL- RECURRING ANNUAL SUPPORT/SUBSCRIPTION $/0,/00.00
11lCCi Page 1
Service Description: Qty. Unit Cost Total
MCCi SERVICE PACKAGES
2 Self-Hosted Data Migration to Laserfiche Cloud 1 $2,925.00 $2,925.00
Client must upgrade to newest version of Laserfiche to utilize the
Laserfiche Data Migration Tool.
▪ Laserfiche Cloud Single Sign-On 1 $450.00 $450.00
• Laserfiche Repository Configuration 1 $4,500.00 $4,500.00
▪ Laserfiche User Training - Full Day(Remote) 1 $2,415.00 $2,415.00
• Laserfiche System Review 1 $2,250.00 $2,250.00
O Implementation Management 1 $6,075.00 $6,075.00
Service Packages Subtotal $18,615.00
O One-Time Services Discount-System Review ($2,250.00)
GRAND TOTAL-ONE-TIME SERVICES $16,365.00
EXISTING LASERFICHE SOFTWARE SUPPORT CREDIT
• Laserfiche WebLink -1
• Laserfiche ScanConnect(Legacy) -2
• Laserfiche Snapshot -4
• Laserfiche Plus Plug-in -1
• Laserfiche Retrieval User -10
▪ Laserfiche Full User -4
• Laserfiche United Server for MS SQL -1
• Laserfiche Software Support Credit Proration 1
O Existing Laserfiche Software Support Credit Total ($6,694.38)
EXISTING MCCI SUPPORT/SUBSCRIPTION CREDIT
O Managed Support Services -1
• MCCi Supplemental Support/Subscription Services Credit Proration 1
Existing MCCi Supplemental Support/Subscription Credit Total ($1,386.00)
GRAND TOTAL - ESTIMATED EXISTING SUPPORT CREDIT ($8,080.38)
O MCCi One-Time Discount-MCCi's CMS&SLA ($1,575.00)
TOTAL LASERFICHE PROJECT COST $16,809.62
*Products shown as"Included"will be implemented and configured ONLY if the applicable MCCi Service Package(s)is included in
this order,or products)can be implemented and configured at a later date with the purchase of the applicable service package(s).
All Quotes Expire 30 Days from Quote Date
This is NOT an invoice. Please use this confirmation to initiate Client's purchasing process.
MCC Page 2
RECURRING SERVICES
The Recurring Services portion of this Order will be based on the pricing at the time of renewal. 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 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. Recurring Services portion of this Order and/or applicable
Addendum will renew upon payment of annual renewal invoice.
SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.
REMOTE SERVICES
All services will be performed remotely unless noted otherwise. All Services pricing assumes the Client will grant
MCCi secure unattended access.
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MCCi Page 3
PRODUCT ORDER TERMS
MCCi will process Product Orders as follows:
Product/Service Description Timing of Product Order
All Software/Solutions, Within 30 days of receipt of Order
Recurring Annual
Support/Subscription, and
Supplemental Support Services
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, Initial Sale: Upon delivery of software or activation of the subscription
Recurring Annual • Annual Renewal: 75 days in advance of expiration date
Support/Subscription, and
Supplemental Support Services
Service Packages 50%of the total upon receipt of Order, remaining 50%of each Service
Package upon delivery completion and Client acceptance.
MCCi Page 4
SUPPLEMENTAL SUPPORT PACKAGES
As Client's first-tier solution provider, MCCi provides multiple options for technical support. Client's 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's Managed Support Services(MMSS) or Process Administration Support Services(MPASS &
MPASS2) packages are strongly encouraged to be included with every renewal. Supplemental Support Packages are
annual subscriptions and pricing is based on the package purchased and an advanced discounted block of hours,
which expire on the same date as Client's annual renewal. M MSS pricing for the advanced block of hours is based on
MCCi's Support Technician II hourly rate discounted by 10%. MPASS and MPASS2 pricing for the advanced block of
hours is based on MCCi's Application Support Analyst hourly rate discounted by 10%.
LASERFICHE
MCCi's MCCi's
Managed Process
Support Administration
Services Support Services
Description MMSS MPASS MPASS2
Easy access to MCCi's team of Certified Technicians for application
•
break/fix support issues(i.e.,error codes, bug fixes, etc.)* U U
Remote access support through web conferencing service* • •
Access to product update version and hotfixes(Client Download)* • •
24/7 access to the Laserfiche Support Site and Laserfiche Answers
discussion forums* U U U
Additional Remote Basic Training 111 •
Additional System Settings Consultation •
Assistance with Implementation of Version Updates •
Annual Review(upon Client's request)of Administration Settings
Priority Offering of Laserfiche CPPs&Laserfiche Empower Registration
Scholarships U •
Configuration and maintenance of basic business processes and MCCi
packaged solution utilizing Laserfiche Forms and Workflow a •
Configuration of Laserfiche Quick Fields sessions •
Basic Records Management Module Overview Training • •
Administration Configuration Services •
Dedicated Certified Professional
Proactive recurring consultation calls upon the Client's request •
Annual Review of business process configurations
Institutional Knowledge of Client's Solution •
Maintenance of MCCi/Client configured comp/ex business processes •
Ability to schedule after-hours upgrades
Monday-Friday 8 am to 10 pm ET and Saturday-Sunday from 12 pm to 4 pm ET U
Basic JavaScript,CSS, and Calculations for Laserfiche Forms* MI
Client's Support/Subscription Renewal includes these benefits,regardless of whether a supplemental package is purchased.
*Excludes the development of new integrations,large-scale development projects,and SQL queries.Excludes maintenance of custom-built
integrations,or any item not purchased from MCCi.
**Hours:MCCi allows clients to use their hours for a multitude of services,if a request will not start a service that cannot be completed with the
hours available.None of the packages listed above are intended to be utilized to configure a new comp/exbusiness process.In those instances,a
separate SOW is required.
MCCi Page 5
CLIENT RESPONSIBILITIES(All Packages)
• For self-hosted (applications hosted by Client)solutions: Configuring/maintaining backups and any general
network, security,or operating system settings outside of Client's solution.
• Managing application-level security.
• Managing and creating 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 will work with MCCi to set up user
profiles, user tags, etc.to allow desired security rights/access.
• Creating/providing process diagrams(and any other necessary paperwork/examples).
SUPPLEMENTAL SUPPORT PACKAGE DEFINITIONS
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 Client's renewal includes version updates,implementation of those updates is sometimes overlooked.With the
addition of MMSS, MCCi is at Client's service to directly assist with implementing software updates such as minor
updates, quick fixes or point releases. Dependent on the complexity and the Client's specific configurations, major
software upgrades may or may not be covered and should be discussed with Client's Account Management Team.
ANNUAL SYSTEM REVIEW&ANALYSIS
MCCi will access Client's system to review how Client's organization uses Client's solution,to identify potential 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.
CONFIGURATION AND MAINTENANCE OF BASIC BUSINESS PROCESS
Utilizing Laserfiche Forms and Workflow, MCCi will assist with the configuration and maintenance of basic business
processes. A basic business process requires minimal configuration and virtually no institutional knowledge of the
Client's business process, allowing an MCCi Application Support Analyst to assist with configuration, support, and
maintenance of the process. Examples include Filing Workflows, simple Forms, or approval/notification workflows
that have few routing steps, no integration, and little to no database lookups.
MAINTENANCE OF MCCi PACKAGED SOLUTION: MCCi will assist with maintenance with a solution MCCi has created
for a market that has a specific business process automation use.
CONFIGURATION OF LASERFICHE QUICK FIELDS SESSIONS
Using Client's 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.
f11CCi Page 6
ADMINISTRATION CONFIGURATION SERVICES
MCCi will assist with administration configuration services, including setting up users, metadata, security,etc.
DEDICATED LASERFICHE CERTIFIED PROFESSIONAL
While on MCCi's MMSS level, Client will have access to MCCi's team of Certified Support Professionals; with MPASS
and MPASS2, Client will have a representative dedicated to Client's organization.
SCHEDULED RECURRING CONSULTATION CALLS
Upon Client's request,Client's MPASS representative will schedule recurring calls with Client to discuss Client's current
and upcoming projects.This helps us stay on the same page with Client and ensure tasks and project milestones are
being completed.
ANNUAL REVIEW OF BUSINESS PROCESS CONFIGURATIONS
MCCi will review Client's business processes to see how Client's organization uses the solution, to identify potential
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.
INSTITUTIONAL KNOWLEDGE OF CLIENT SOLUTION
Turnover within Client's organization can happen, and it is important to have a plan. Who will help Client's new
solution administrator get up to speed on Client's processes and solutions in place?Leave that to us. MCCi documents
Client's specific organization's usage and implemented business processes, integrations,etc.,and can assist with the
knowledge transfer to the new solution administrator if needed.
MAINTENANCE OF MCCl/CLIENT CONFIGURED COMPLEX BUSINESS PROCESSES
The assigned representative can maintain MCCi- or Client-configured complex business processes. A complex
business solution is a large business process with an extensive configuration that is mission-critical to the
organization. For example, minor tweaks, updates due to upgrades, process improvements, etc. can be requested.
For creation of new complex Forms,Workflow,and Transparent Records Management configurations, please discuss
a Business Process Configuration Service with Client's Account Executive or Account Manager.
ABILITY TO SCHEDULE AFTER-HOURS UPGRADES
Avoid MCCi's after-hours premium charge for upgrades. MPASS2 clients can schedule these anytime Monday-Friday
from 8 am to 10 pm ET and Saturday and Sunday from 12 pm to 4 pm ET.
BASIC JAVASCRIPT, CSS AND CALCULATIONS FOR LASERFICHE FORMS
Excludes complex scripting.
BASIC LASERFICHE WEBLINK/PUBLIC PORTAL CUSTOMIZATION
MCCi will help customize Client's WebLink/Public Portal to meet Client's needs.
S
I
%,f11CC; Page 7
MCCI'S LEARNING MANAGEMENT SYSTEM (LMS) FOR LASERFICHE*
MCCi LMS is a powerful resource to enhance your operations by viewing Laserfiche trainings and easily create custom
videos tailored to your specific use cases.With MCCi LMS you'll be able to:
• Learn how to use the Laserfiche solution with ever-increasing content of training videos
• Develop training materials specific to your agency's workflows
• Streamline onboarding of new employees
• Improve knowledge sharing across your team
*The LMS subscription gate is based on Laserfiche user counts
SERVICE LEVEL AGREEMENT (SLA)*
MCCi's SLAs are offered as additional options to Client's annual support/subscription.An SLA offers clients 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
• Client Self-Hosted
• Cloud Applications
*Full SLA document is available upon request
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cocci Page 8
SERVICE PACKAGES
GENERAL ASSUMPTIONS
To determine which platform/licenses are applicable, please refer to the Pricing section. The following assumptions
serve as the basis for the Service Package(s)reflected below.Any service or activity not described below is not included
in the Scope of services to be provided. Variations to the following may impact the Service Package's cost and/or
schedule,justifying a Change Order.
• MCCi's completion of a Deliverable to Client shall constitute that MCCi has conducted its own review and believes
it meets Client's requirements. Client shall then have the right to conduct its own review of the Deliverable as
Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does
not meet the agreed upon expectations, 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 resolve any such deficiencies. Upon resolution of any such deficiencies, 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.
• If either party identifies a business issue during the project, MCCi and Client must jointly establish a plan to
resolve the issues with potential impact analysis of timeline and budget within five (5) business days of
identification. Any necessary business decision resulting from the identified business issues must be made by
Client within five(5) business days from request.
• Client is responsible for ensuring that adequate hardware/infrastructure is in place and capable of handling the
extra resources that may be required to support the services performed.
• Any additional software-licensing needs related to this service/process configuration have not been considered
or included as part of service packages.Client is responsible for ensuring required software licensing is available.
• If the Services require MCCi to access client data, item,and/or use any third party software products provided or
used, Client represents and warrants that it shall have all rights and licenses, including,without limitation those
of third parties, necessary or appropriate for MCCi to access or use such data and/or third party products and
agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi.
A Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may
result in a Change Order for time spent by MCCi on retraining, reeducating, or changes in direction.
• Through the course of this project, MCCi may choose to utilize a third-party service for project management and
team collaboration. Documentation and correspondence exchanged between MCCi and Client may be stored in
program.
▪ Client will ensure that all Client's personnel 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;and(iii)be available to assist MCCi with any other
activities or tasks required to complete the services.
• All Services pricing assumes the Client will grant MCCi secure unattended access to the required
infrastructure for the project.Secure unattended access requires the following:
▪ Either a VPN connection with proper credentials or installation of on-demand remote access software
utilized by MCCi.
• Connections that can be made by an assigned MCCi Project Team without intervention from the Client
from the hours of 8:00 AM ET to 8:00 PM ET.
• A Windows Domain account assigned exclusively to the assigned MCCi Project Team,with passwords
provided,that has administrative access to all infrastructure being serviced for purposes of the project.
• A Windows Domain account, and complete access to that account including the password,for the service
account to be used with any installed software products.
• Failure to provide this access will result in a Change Order increasing the cost to Client and
timeline of the project.
• Projects enter "On-Hold" status when (i) Client requests a delay in starting a new project, or (ii) Client is
unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new
Page 9
project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project
remaining On-Hold for more than 35 business days.
• Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project
team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours
worked or the estimated percentage of the project that has been completed,whichever is greater.Subsequently,
a new order is required to restart a Closed project, and to have new MCCi project resources assigned.
• Client will provide a single point of contact responsible for coordinating communications and scheduling
amongst Client stakeholders.
• MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used.
• Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers.
• TLS 1.2 is configured on all Laserfiche servers.
• Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi.
• All services will be performed Monday- Friday, 8 am to 8 pm EST.
• MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be
available through MCCi's LMS for Laserfiche.
• Client will acquire, install, and set up TLS certificates that meet application requirements.
• Purchase of Managed Cloud services may cover some of these assumptions/deliverables.
• Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or
rescheduling,the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training
date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has
incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or
reschedules training within 7 calendar days and no less than 48 hours from the training date,the client will forfeit
half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or(ii) If
the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training
date,the training package purchased will be charged in full and forfeited by the client.
GENERAL TESTING DEFINITIONS
• Alpha Testing- Defined as internal acceptance testing performed by the project team prior to releasing the
product or configuration to the Client
• Basic Deployment Testing- Defined as testing to ensure that the crucial functions of the system are
operating properly and that the deployment is stable
• Beta Testing- Defined as the testing performed to verify functionality and fulfillment of user requirements
• User Acceptance Testing- Defined as testing performed by the Client's users to verify and accept the
implemented functionality or deployment
GENERAL EXCLUSIONS
• MCCi is not responsible for assigning an external URL for any web-based platform/software module.
• MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans.
• MCCi is not responsible for creating training documentation.
• MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client
prior to system handoff.
• Except where specifically noted, no custom coding is included; configuration work is restricted to the
capabilities associated with the out-of-the-box solution.
MCCi Page 10
SELF-HOSTED DATA MIGRATION TO LASERFICHE CLOUD
MCCi's Self-Hosted Data Migration to Laserfiche Cloud Package is designed to migrate an existing self-hosted
Laserfiche system to a new Laserfiche Cloud environment.
CLIENT DELIVERABLES
• Provide a Windows account that has administrative rights to each server(can create,write, and read the
various Laserfiche databases, and has administrative rights to the Laserfiche applications)
• Purchase a Laserfiche Cloud license that includes the features and data needed to migrate the self-hosted
system
MCCi DELIVERABLES
• Migrate a single(1) repository from the Client's environment to the Laserfiche Cloud system
• Assist Client with switching one(1) installation of a self-hosted application (Windows Client, Quick Fields, Import
Agent, etc.)to work with Laserfiche Cloud
• Perform basic software deployment testing
• Upgrade one existing installation of Laserfiche Server to the latest version of Laserfiche.
• Create up to three(3) Laserfiche User Groups.
• Set entry access security for up to two folder levels with no more than ten (10)folders in each level,for up to
three(3) user groups.
EXCLUSIONS
MCCi is not responsible for the following:
• Upgrading Laserfiche applications except for the Laserfiche Server
• Upgrading SQL Server
• Migration of Laserfiche workflows, Laserfiche Forms Business Processes,or multiple repositories
• Migration or installation of Quick Fields Sessions
• Switching Windows users or groups to Repository users or groups
ASSUMPTIONS
• If Client has SQL 2016 or newer,additional professional services time may be needed to complete the
migration.
• Laserfiche server is running Windows Server 2012 R2 or higher.
• Data is being migrated to a new Laserfiche Cloud system.
• During the migration of the self-hosted system to Laserfiche Cloud, both systems will be unavailable.
• Data is being migrated to a new Laserfiche Cloud system.
• The current Client infrastructure meets the requirements needed to install and run the Laserfiche Cloud
Migration tool.
LASERFICHE REPOSITORY CONFIGURATION
MCCi's Laserfiche Repository Configuration Services are designed to assist the Client with establishing a basic
repository structure.The goal is to start a foundation for the Client's organization to build their Laserfiche repository
from and help establish consistent standards the Client's organizations can build on. MCCi's team will work with
Client's Project Manager to discover the templates and structure that fits the Client needs.
CLIENT DELIVERABLES
• Define each user and group necessary to access Laserfiche
• Complete requirements gathering with MCCi Project Team to define document types, naming schemes,folder
paths,and metadata
MCCI DELIVERABLES
• Provide requirements gathering
• Create up to two(2)folder structures that consist of three(3)tiered levels with no more than ten(10)folders in
each level
• Create up to two(2) Laserfiche templates with up to seven(7)fields each
• Create up to two(2) Laserfiche User Groups
;.IT1CCi Page 11
• Set entry access security for up to two folder levels with no more than ten (10)folders in each level,for up to
two(2)user groups
• Conduct one(1)remote overview session on the repository configuration built by the MCCi project team
EXCLUSIONS
MCCi is not responsible for the following:
• Configuring business routing logic
• Restructuring metadata
• Determining Records Management settings
• Cleaning up existing documents
• Configuring automated security
• Installing software
• Configuring workflows
LASERFICHE CLOUD SINGLE SIGN-ON
MCCi will assist Clients in configuration and testing of supported Single Sign-On integration with Laserfiche Cloud.
CLIENT DELIVERABLES
• Download/export of Client-side SAML configuration file for import into LF Cloud
• Configure existing SAML-compatible SSO platform supported by LF Cloud
MCCI DELIVERABLES
• Setup SSO parameters within LF Cloud to communicate with Client-side SAML-compatible application
• Convert one LF Cloud user account to use SSO configuration
• Perform testing of SSO functionality from LF Cloud Web/Windows Client
• Demonstrate to Client how to configure additional LF Cloud users for SSO
EXCLUSIONS
MCCi is not responsible for the following:
• Assistance with setting up SAML-compatible application in Client-side SSO platform
• Configuration of SSO with unsupported or non-SAML providers
• Configuration of multiple users to use SSO within LF Cloud
ASSUMPTIONS
• Client has administrative access to Client-side SSO platform with ability to create applications
• Client has or can create user account within SSO platform for testing purposes
LASERFICHE USER TRAINING - FULL DAY
MCCi's User Training is a great introduction to the Laserfiche repository, which is accessed through an application
called the Laserfiche Client or the Laserfiche Cloud site. Attendees will become familiar with how to import new
content, how to search and retrieve existing content, and how to export.Your organization can choose whether
training is conducted on the web-based or on the Windows Desktop Client. Your organization can work closely with
the product trainer to identify user functions.The trainer can emphasize certain topics listed below.
• Import Options&Scanning • Metadata Usage &Reports • Repository Organization
• Search & Retrieval • User Navigation • Document Modification
• User Options • Export Options • OCR&Generating Text
CLIENT DELIVERABLES
• Have a license available for each attendee participating in the training
• Have access point for each attendee(laptop, desktop application, etc.)
• Provide the requisite IT system access
• Verify trainees can login to Laserfiche prior to scheduled training
MCCi DELIVERABLES
• Provide two(2)training sessions for three(3)hours each
• Provide Laserfiche User training according to the level of package purchased
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• Provide training for up to six(6) users per session
ASSUMPTION
• Onsite training will be scheduled in full-day sessions where applicable. Scheduling exceptions can be discussed
with your trainer.
EXCLUSIONS
▪ MCCi is not responsible for customizing training materials for the client.
IMPLEMENTATION MANAGEMENT PACKAGE
MCCi will manage the work, communication, and documentation MCCi deems necessary for successful project
delivery.
MCCi DELIVERABLES
• Manage Client communication
• Produce project documentation
• Oversee risk/issue management
• Oversee meeting scheduling
• Ensure deliverables are met
• Budgeting and Resource Management
LASERFICHE SYSTEM REVIEW
MCCi will perform a basic system configuration analysis to ensure that the Client's existing Laserfiche deployment
and infrastructure are configured in a manner that adheres to MCCi's standards and recommended best practices.
Upon completion of the review, MCCi will provide documentation outlining its findings and recommendations.
CLIENT DELIVERABLES
• Provide remote unattended access to all Laserfiche Servers
a Provide credentials for accessing Laserfiche Admin Console, Forms,Workflow, Directory Server and all
repositories and respective Laserfiche databases as an administrator
MCCi DELIVERABLES
• Review of Laserfiche deployment and infrastructure for adherence to MCCi's best practices and
recommendations
• Delivery of documentation outlining what was reviewed, including the current state of the environment,
potential and identified risks and issues, and respective proposed remediation
EXCLUSIONS
MCCi is not responsible for the following:
• Making any changes or modifications to the existing environment
• Training and/or video recordings
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0
MCCi ASSUMPTIONS
TECHNICAL SUPPORT
Clients may contact MCCi support via MCCi's Online Support Center, email (supportPmccinnovations.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 Client must execute.
CONFIGURATION ASSISTANCE
Many of MCCi's 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.
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.
THIRD PARTY PRODUCTS
MCCi does not warrant third-party products procured on behalf of Client. If there are any product warranties provided
by a third-party/manufacturer, any remedy should be requested directly from third-party and MCCi has no liability
associated therewith. Clients are required to comply with third-party's terms and conditions, including any end-user
license agreement or acceptable use policy..
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
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• 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.
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,Company shall resubmit the Deliverable for review as set forth
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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 THE 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 THE MASTER SERVICES AGREEMENT. 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 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.
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LASERFICHE CLOUD ASSUMPTIONS
The following assumptions are current as of the date of order. Manufacturer's terms and conditions are subject to
change.
REQUIREMENTS
Laserfiche Cloud is not recommended for clients with less than 10 mb/s download and upload speed. Client is
responsible for ensuring they meet these requirements.
LASERFICHE CLOUD AGREEMENT
As part of Client's account activation process, Laserfiche requires acceptance of the Laserfiche Cloud Agreement,
which is made available by Laserfiche during the activation process, or can be supplied by MCCi upon request.
• By accepting this Order, Client acknowledges Laserfiche's Cloud Agreement and agrees to abide by its terms
and absolve MCCi of any Laserfiche Cloud 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 bundled Laserfiche 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. Laserfiche 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
• Continued access to Client's Laserfiche solution
POLICIES
• Laserfiche Cloud 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.This is not contingent upon a completed implementation.
• 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 4 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.
• Access to Client's Laserfiche Cloud solution will be deactivated after 30 days(or based on Laserfiche's then
current policy).
• Cloud products cancelled 30+days before the renewal date will not be charged a cancellation fee.
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Cloud products cancelled 1 - 30 days before or on the renewal date will be charged a 10% cancellation fee
based on the total annual Laserfiche Cloud subscription cost.
Cloud products cancelled 1 - 30 days after the renewal date will be charged a 50%cancellation fee based on
the total annual Laserfiche Cloud subscription cost.
Cloud products cancelled 30+ days after the renewal date are nonrefundable.
Subscribers are advised to export data from their Laserfiche system prior to cancellation or any other
termination.
Cloud Renewal Cancellation Timeframe Cancellation Fee
30+days before the renewal date No Fee
1-30 days before or on the renewal date 10%Cancellation Fee
1-30 days after the renewal date 50% Cancellation Fee
30+days after the renewal date Non-Refundable
OVERAGE FEES FOR DATA STORAGE/BANDWIDTH
If additional data storage or bandwidth is needed mid-term, additional charges will apply. MCCi recommends
reviewing this annually and pre-purchasing any additional storage/bandwidth based on anticipated needs.
DATA RESTORATION SERVICES
Laserfiche Cloud backups are solely intended for recovering the multitenant SaaS platform from a systemwide outage
event. Clients are responsible for their own data backups for incremental/snapshot purposes, if desired. On an
exception basis and subject to written approval from Laserfiche, Client may receive assistance to restore data which
it may have lost as a result of its own actions.Additional fees may apply.
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 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.
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