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HomeMy WebLinkAbout2019-569-E BOCC - MCCi - Laserfiche upgrade DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA [Departmental Use Only] TITLE Laserfiche upgrade FY 19-20 NORTH CAROLINA SERVICES AGREEMENT UNDER S90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 17t' day of July, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MCCi, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Laserfiche upgrade to MS-SQL server; increase public portal size from Mid-size to Unlimited; and annual service for FY19-20. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 12/18 1 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Replace Laserfiche Avante server from SQL Express to MS SQL; increase public portal size from Mid-sized (maximum 50 retrieval connections) to Unlimited including installation and configuration services; Annual service contract is from 8/l/2019-7/31/2020. 4. Duration of Services a. Term. The term of this Agreement shall be from 8/1/2019 to 07/31/2020. b. Scheduliny of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 12/18 2 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be August 1, 2019. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed $20,140 for product upgrades and installation and $18,741.80 for annual service Dollars ($38,881.80). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Donna Baker, Clerk to the Board) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of n/a(if no additional insurance required mark N/A as Revised 12/18 3 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. Revised 12/18 4 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.aov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. Revised 12/18 5 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Si natures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Donna Baker MCCi P.O. Box 8181 P. O. Box 2235 Hillsborough,NC 27278 Tallahassee, FL 32316 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: ocuSigned by: DocuSigned by: DacuSigned by: 1�6' D ,%, �By. 379946755E477.. y. P32DOB4245C34B6 A32❑0B4245C34BB County Manager 8/23/2019 Donny Barstow President Printed Name and Title 7/30/2019 Revised 12/18 7 DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA I-Acci Laserfiche Order PRICING PROPOSAL PO Box 2235 Complete and return to: Tallahassee, FL 32316 finance@ mccinnovations.com 850.701.0725 850.564.7496 fax Client Name:Orange County, NC Order Date: July 17,2019 Product Description: Qty. Cost Total ECM SOFTWARE LICENSING FOR AVANTE 0 Laserfiche Avante Server for SQL Express -1 $1,500.00 ($1,500.00) 0 Laserfiche Avante Server for MS SQL 1 $5,000.00 $5,000.00 0 Laserfiche Avante Midsized Public Portal -1 $35,000.00 ($35,000.00) Includes Weblink and 50 Retrieval Connections 0 Laserfiche Unlimited Public Portal for Dual Processor Machine 1 $50,000.00 $50,000.00 Includes Weblink and Unlimited Connections per Processor ECM Software Licensing Total $18,500.00 MCCi PROFESSIONAL SERVICES 0 MCCi Professional Services *Includes up to 8 remote hours 1 $1,640.00 $1,640.00 •Includes installation and configuration of the Unlimited Public Portal and Full SQL Upgrades Professional Services Total $1,640.00 Total Project Cost $20,140.00 All Quotes Expire in 30 Days This quote is only valid if the Client agrees to downgrade their current Laserfiche Support from Premium to Basic by their Renewal Date, Support is quoted separately, but is required as part of the order. This completed form will constitute as an order and will be in accordance with the terms and conditions of the existing contract between MCCi and the Client. Pricing is valid for 30 days from date appearing on this order. MCCi will invoice one hundred percent(100%)of the software and support upon delivery of software. If services are included,the balance of the total project will be invoiced upon completion of the proposed professional services,which may be broken up based on the completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. Note: MCCi will prorate the support of this additional software to be congruent with your current Laserfiche system's support(LSAP)dates,the purpose of which is to align all software with one support date so maintenance of your account is made easy. MCCi will bill for the actual amount of support,which may be higher or lower than quoted. To ensure you are budgeting correctly for future renewals,please add the amount listed in the budgetary note above to your current budgeted renewal amount. Laserfiche software and help files are provided electronically. If hard copy manuals or software is desired,there is a$50 additional charge. This will need to be requested. This is NOT an invoice. Please use this confirmation to initiate your purchasing process. DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA I-Acci Laserfiche Order PRICING PROPOSAL PO Box 2235 Complete and return to: Tallahassee, FL 32316 finance@ mccinnovations.com 850.701.0725 850.564.7496 fax Client Name:Orange County, NC Order Date: July 17,2019 Product Description: Qty. Cost Total ANNUAL SOFTWARE SUPPORT/SUBSCRIPTION-BASIC LSAP 0 Laserfiche Avante Server for MS SQL 1 $1,050.00 $1,050.00 0 Laserfiche Unlimited Public Portal for Dual Processor Machine 1 $10,500.00 $10,500.00 Includes Weblink and Unlimited Connections per Processor Annual Support Total $11,550.00 For budgetary purposes,the Client should include$11,550.00 in annual budget for renewal of the items quoted above. Please note that if you subscribe to MCCi's SLA or Training Center,additional user licenses may increase the cost of these items at the time of vour next annual renewal. Total Project Cost $11,550.00 All Quotes Expire in 30 Days This quote is only valid if the Client agrees to downgrade their current Laserfiche Support from Premium to Basic by their Renewal Date, Support is quoted separately, but is required as part of the order. This completed form will constitute as an order and will be in accordance with the terms and conditions of the existing contract between MCCi and the Client. Pricing is valid for 30 days from date appearing on this order. MCCi will invoice one hundred percent(100%)of the software and support upon delivery of software. If services are included,the balance of the total project will be invoiced upon completion of the proposed professional services,which may be broken up based on the completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. Note: MCCi will prorate the support of this additional software to be congruent with your current Laserfiche system's support(LSAP)dates,the purpose of which is to align all software with one support date so maintenance of your account is made easy. MCCi will bill for the actual amount of support,which may be higher or lower than quoted. To ensure you are budgeting correctly for future renewals,please add the amount listed in the budgetary note above to your current budgeted renewal amount. Laserfiche software and help files are provided electronically. If hard copy manuals or software is desired,there is a$50 additional charge. This will need to be requested. This is NOT an invoice. Please use this confirmation to initiate your purchasing process. DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA I-Acci Support Renewal PRICING PROPOSAL PO Box 2235 Complete and return to: Tallahassee, FL 32316 finance@ mccinnovations.com 850.701.0725 850.564.7496 fax Client Name:Orange County,NC Support Dates:8/1/2019-7/31/2020 Product Description: Qty. Cost Total ANNUAL SOFTWARE SUPPORT/SUBSCRIPTION-BASIC LSAP 0 Laserfiche Avante Server for MS SQL 1 $1,050.00 $1,050.00 0 Laserfiche Record Management Module 1 $1,260.00 $1,260.00 0 Laserfiche Avante Full Named User 5 $105.00 $525.00 Includes Snapshot Email,and Workflow 0 Laserfiche Avante Web Access 5 $21.00 $105.00 0 Laserfiche Avante Starter Audit Trail 5 $10.50 $52.50 0 Laserfiche Avante ScanConnect 2 $34.65 $69.30 0 Laserfiche Unlimited Public Portal for Dual Processor Machine 1 $10,500.00 $10,500.00 Includes Weblink and Unlimited Connections per Processor 0 Managed Services for Laserfiche 1 $1,260.00 $1,260.00 0 Training Center 50-99 Users 1 $3,920.00 $3,920.00 Annual Support Total $18,741.80 For budgetary purposes,the Client should include$18,741.80 in annual budget for renewal of the items quoted above. Please note that if you subscribe to MCCi's SLA or Training Center,additional user licenses may increase the cost of these items at the time of vour next annual renewal. Total Project Cost $18,741.80 All Quotes Expire in 30 Days This quote is only valid if the Client agrees to downgrade their current Laserfiche Support from Premium to Basic by their Renewal Date This completed form will constitute as an order and will be in accordance with the terms and conditions of the existing contract between MCCi and the Client. Pricing is valid for 30 days from date appearing on this order. MCCi will invoice one hundred percent(100%)of the software and support upon delivery of software. If services are included,the balance of the total project will be invoiced upon completion of the proposed professional services,which may be broken up based on the completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. Note: MCCi will prorate the support of this additional software to be congruent with your current Laserfiche system's support(LSAP)dates,the purpose of which is to align all software with one support date so maintenance of your account is made easy. MCCi will bill for the actual amount of support,which may be higher or lower than quoted. To ensure you are budgeting correctly for future renewals,please add the amount listed in the budgetary note above to your current budgeted renewal amount. Laserfiche software and help files are provided electronically. If hard copy manuals or software is desired,there is a$50 additional charge. This will need to be requested. This is NOT an invoice. Please use this confirmation to initiate your purchasing process. DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA Terms and Conditions MCCi,a Limited Liability Company,which is duly organized and existing under the laws of the 9. TEST/EVALUATION SOFTWARE State of Florida,hereinafter referred to as MCCi,hereby offers the Laserfiche Software& Purchases/availability of test and/or evaluation software are dependent upon the Services according to the following terms and conditions: manufacturer's current relative policies. 1. LASERFICHE SOFTWARE PLATFORM UPGRADE 10. CLIENT SOFTWARE CUSTOMIZATIONS One year of LSAP must be purchased for new products when upgrading.LSAP of the original The client may also choose to customize their software internally without MCCi's help.MCC!is product will not be credited.However,remaining months of LSAP can be applied towards the not responsible for any damages caused by the client's customization of the software.MCCi will new purchase of one year of LSAP for the new products.To receive any available software not be held responsible for correcting any problems that may occur from these customizations. credit for prior platform software,the client must have an active LSAP(support/maintenance Routine updates to the software may affect any customizations made by the client.If MCCi's that has not expired).Credits are not available for moving to Laserfiche Subscription or Cloud help is required to correct/update any customizations made by the client,appropriate charges licensing options from an alternative Laserfiche licensing model. will apply. 2. INTEGRATIONS 11. CLIENT OWNED HARDWARE 3rd party Laserfiche integrations or utilities may consume one or more Laserfiche user licenses With the exception of MCCi providing hosted infrastructure options for Laserfiche,MCCi does depending on how the vendor designed and coded the integration.These additional licensing not support any client-owned hardware or any of the related services as part of this contract. needs should be verified by the Client and considered in the user licensing purchased. 12. USE OF BASECAMP 3. SOFTWARE ASSURANCE PLAN(SAP) Through the course of this project,MCCi may choose to utilize the third-party service MCCi acts as 1 st tier support and works with the manufacturer at a 2nd tier level when needed. Basecamp(http://www.basecamp.com)for project management and team collaboration. MCCi's Software Assurance Packages include:access to software point release updates, Documentation and correspondence exchanged between MCCi and The Client may be stored telephone or email support for software related issues,24-hour FTP and website access, in Basecamp.The Client acknowledges that Basecamp is responsible for secure storage of this technical bulletins,and newsletters.Adjustments in annual support rates may be made to documentation,and agrees that Basecamp's security guidelines located coincide with current U.S.inflation rates;any increase will not exceed the cumulative increase athttps://basecamp.com/securit are acceptable for the storage of The Client's data and in the Consumer Price Index(CPI)occurring since the last price increase.Annual support correspondence exchanged with MCCL payment is due in advance of the renewal date.Reinstatement fees may apply if payment is received more than 30 days after the renewal date.Any updates requiring shipment of 13. CLIENT INFORMATION TECHNOLOGY ASSISTANCE software require Client to pay shipping costs.For Laserfiche(all other software brand terms are For MCCi to excel in customer service,the client must provide timely access to technical based on manufacturer's policy)products: resources.The client must provide adequate technical support for all MCCi installation and • For net new systems,the support date is set 30 days after MCCi submits software order support services.If the client does not have"in-house"technical support,it is the clients to Laserfiche. responsibility to make available the appropriate Information Technology resources/consultant • For platform upgrades,the support date is set immediately upon MCCi submitting when needed, software order to Laserfiche. • For additional software,the support date is prorated to match the clients existing 14. SOFTWARE INSTALLATION support date. MCCi will install all software outlined herein.If additional software is needed to bring the site All maintenance/subscriptions are prepaid and non-refundable. up to specifications,client will be billed accordingly. For Subscription Licensing(only applicable if Subscription licensing has been purchased) • Notice of non-renewal:45-day written notice is required.If payment is not 15. PROFESSIONAL SERVICES RESCHEDULING/CANCELLATIONS received prior to the expiration date,the Subscription software will no longer Travel Expenses:If the client cancels or reschedules an installation after MCCi has made travel function. arrangements,travel expenses may be incurred due to circumstances such as non-refundable • Renewal of expired Subscription licensing:If a customer reactivates an expired airline tickets,hotel reservations,rental cars,etc. Subscription account within the same calendar year,the customer will be charged Site Preparation:The Client site should be ready for installation according to specifications a 1-month reinstatement penalty and the anniversary date will remain as the outlined within the Hardware section.If site is not prepared and results in cancellation,delays, original anniversary date.If the reactivation of an expired account occurs a year or or rescheduling of an installation after MCCi has made travel arrangements,the client may more after it has been expired,the customer will be charged a 1-month incur expenses due to circumstances such as non-refundable airline tickets,training/install reinstatement penalty and will have a new anniversary date based on the date of charges,hotel reservations,rental cars,etc. purchase. Project Delays:Requests made by the client to cancel/reschedule delivery of services will cause a delay in delivery of the services and the overall project.The client understands that Clients may contact MCCi support via MCCi's Online Support Center,email MCC!will have to respect the timelines of other scheduled projects when rescheduling services (support@mccinnovations.com),or telephone 866-942-0464.Support is available Monday due to a request made by the client. through Friday(excluding major holidays)from 8 a.m.to 8 p.m.Eastern Time. 16.ADDITIONAL SERVICES 4. SOFTWARE PURCHASES AND SUPPORT RENEWALS As an additional service/product underthis contract,MCCi can provide the following: As your current Solution Provider of Record,Laserfiche policy dictates that MCCi,is the only Electronic Agenda and Legislative Management(Legistar)-MCCi offers the Granicus Solution Provider that can download software licenses and activations for you.Unless you Legislative Management Suite(Legistar)and related services,which provides electronic decide to cancel your contract with MCCi or work with Laserfiche to formally change your automation and creation of agendas and minutes.Legistar is also integrated with Laserfiche Solution Provider of Record,future software purchases,upgrades,and support Laserfiche. renewals will be processed and provided solely by MCCL Scanning and Digital Conversion Bureau-MCCi offers scanning,indexing,and integration of hard copy documents and microfilm/microfiche with Laserfiche Software S. LASERFICHE RIO SHARED SERVICES PROVISIONS to provide the Client with the most powerful index retrieval search engine available. The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Open Records Request Solution ijustFOIA)-MCCi offers its JustFOIA solution to help Laserfiche corporate.For Laserfiche corporate licensing rules,there can only be one licensed agencies track open records requests.justFOIA is a hosted solution that is user-friendly, entity per Laserfiche Rio platform.Licensing is non-transferrable.Additionally,the Host Entity is affordable,and integrated with Laserfiche ECM. 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 MCCL 17.AGREEMENT EXTENDED TO OTHER GOVERNMENTAL UNITS MCCi agrees to allow any other Government agency to purchase items at the same terms, 6. SERVICE LEVEL AGREEMENT(SLA) conditions,and pricing as this contract during the contract period.Minor changes in terms and MCCi's SLAB are offered as additional options to the Software Assurance Package.A SLA is conditions may be negotiated by MCCi and participating Government agencies.Any orders required in some circumstances and offers the client escalated response times depending on issued against this agreement shall be the sole responsibility of the Government agency the severity of the support issue,as well as extended support hours and many other additional placing the order.It is understood that the Client shall incur no financial responsibility in benefits.The SLA documentation is readily available upon request.MCCi currently has two connection with any purchase by another Government agency. separate SLAB available: • MCC!SLA:Level 2-Infrastructure Hosting 18. LIMITED LIABILITY • MCC!SLA:Level 3-Application Support Notwithstanding anything in this Agreement to the contrary,MCCi's total liability to the client for any and all claims,damages,or liability arising out of or related in any way to this agreement or the 7. MCCi SOFTWARE CUSTOMIZATIONS products or services being provided by MCCi to Client shall be strictly limited to the project fees paid The client may elect to contract with MCCi to customize the standard software.As standard to MCCi bythe Client for the preceding 12-month period immediately precedingthe eventgiving rise software is upgraded,any customizations performed will require support and updates through to the claim bythe Client,and shall also be limited to the fees paid to MCCi forthe particular our Integration Support Assurance Program(ISAP).ISAP must be current to receive updates to service/product that the Clients claim was caused by or arose out of. [For example,if the Client is the integration at no additional charge.Otherwise,current hourly rates will apply.Upgrades to paying MCCi for both Laserfiche Product and Infrastructure Hosting Services,and the claim arises existing programs or the acquisition of new programs from vendors other than MCCi may affect customizations made to the software by MCCL MCC!will not be held responsible if from an Infrastructure Hosting Services problem,then the liability limitation would be the 12-months upgrades or changes made by the client or another vendor or application preclude the fees paid for Infrastructure Hosting Services and would not include the fees paid for Laserfiche operation of MCCi's customizations. products.] 8. MCC!SOFTWARE CONFIGURATION SERVICES The client may elect to contract with MCCi to configure the software.The client is responsible for testing all software configurations completed by MCCL By acknowledging this testing 19. FORCE MAJEURE requirement,the client waives any and all liability to MCCi for any fees,damages,etc.that Neither party shall be liable for any delay or failure in performance due to causes beyond its could be related to software configurations. reasonable control. DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA modes of human mass transportation,nuclear or chemical facilities,or medical life 20. CLIENT FINANCIAL SOLVENCY/BANKRUPTCY support devices. MCCi may require payment in advance for products and services in response to learning of Microsoft license terms,if applicable:http://www.rackspace.co.uk/legal/microsoft- financial solvency or bankruptcy issues. license. • MCCi does not promise that the services will be uninterrupted,error-free,or completely 21. NO HIRE CLAUSE secure.You acknowledge that there are risks inherent in internet connectivity that could Client and MCCi agree that during the period that this agreement is in force,including result in the loss of your privacy,Client Data,Confidential Information,and property. extensions or modifications thereto,and for an additional 12 months following this period, MCCi is not liable to you for lost data unless and to the extent you purchase data backup neither Client nor MCC!will actively recruit or solicit employees,independent contractors of services,and we fail to provide the backup services as agreed.If you purchase backup either company,or the employees of any of the other subcontractors who are on active payroll services,you release MCCi from liability for loss of data to the extent the data has status and are currently participating in this program,without the prior written approval of the changed since the time that we were last required by the Agreement to perform a party whose employee or independent contractor is being considered for employment.This backup. does not prohibit any employee from responding to or pursuing employment opportunities through normal media channels,(i.e.newspapers,professional journals,etc.)so long as it is not B.Infrastructure Hosting Only(No Full Managed Service Option) related to this particular program and that it is not an attempt to avoid the intent of the above MCCi offers"Docs on The Cloud"server instances to clients that would rather not acquire the restriction.If,during the term of,or within 12 months after the termination of the performance physical or virtual infrastructure themselves.MCCi offers this service through a partner period of this agreement,client hires directly or indirectly contracts with any of MCCi's (Gordon Flesch Company,Inc.).They are the leading provider of hosted Laserfiche server personnel for the performance of systems engineering and/or related services hereunder, instances.Unless noted otherwise,Docs on The Cloud server instances are hosted in"Amazon client agrees to pay MCCi 125%of the fees paid to,or in favor of such personnel for one(1) Web Services"(AWS)and include the creation,maintenance,and upgrades of purchased virtual year after such personnel separates from service with MCCi. machines,maintenance of operating system software,and daily backup snapshots of the hosted infrastructure.The client acknowledges the following terms,conditions,and limitations 22. TERMINATION (and accepts that MCCi's liability and responsibility is limited by the following): The services provided in this agreement will be in full force and effect for a period of one(1) MCC!:Initial installation of Laserfiche software components and ongoing application of years from the execution date of the agreement,or from the initial software/maintenance Laserfiche upgrades if client subscribes to MCCi's Managed Services or Laserfiche subscription date(applicable only when such components are included).Thereafter,this Administration Services package.MCCi also serves as 1 st tier for support issues and agreement will be automatically renewed from year to year,provided that either party may handles all billing related to the service. alter or cancel the terms of this agreement upon 60 days written notice. Client:Serves as server and database administrator and maintains all non-Laserfiche and non-operating system applications,including required database software acquisition, 23.MARKETING&REFERENCES installation,maintenance,upgrades,and database maintenance routines. Client agrees to allow MCC!to publicly announce the clients selection of MCCi forthe specific The client acknowledges and accepts the published AWS Service Level Agreement,Customer solution(s),at the time of the client contractingwith MCCi.Additionally,upon the client providing Agreement,and Customer License Terms and acknowledges and accepts that MCCi extends written consent,MCCi is authorized to publish and publicize testimonials and case study information the same terms to the client,which will always be limited to the most recent published AWS pertaining to MCC!'s work with the Client.This information,includingthe Clients organization name, terms and conditions: logo,and contact information will be used in all media types. AWC EC2 SLA:https•//aws.amazon.com/ec2/sla/ AWS Customer Agreement:https://aws.amazon.com/ajzreemen 24. MCCi TERMS&CONDITIONS FOR HOSTED INFRASTRUCTURE AWS Customer License Terms:https://www.gflesch.com/hubfs/Gordon-Flesch These"Terms&Conditions for Hosted Infrastructure"are onlyapplicable if Client contracts with Site/ferms and Services Documents/AWSResellerCustomerLicenseTerms.odf MCC!to host infrastructure for its Laserfiche Solution. MCCi does not promise that the Services will be uninterrupted,error-free,or completely secure.You acknowledge that there are risks inherent in internet connectivity that could In the event that Client contracts with MCCi for Hosted Infrastructure service,there are additional result in the loss of your privacy,Client Data,Confidential Information,and property. contract terms applicable to these services,which are contained in"MCCi SLA:Level 2- MCCi is not liable to you for lost data unless and to the extent you purchase data backup Infrastructure Hosting'The MCCi SLA:Level 2-Infrastructure Hosting terms are available upon services,and we fail to provide the backup services as agreed.If you purchase backup request. services,you release MCCi from liability for loss of data to the extent the data has changed since the time that we were last required by the Agreement to perform a Subscription Term,Fees,Payment,and Termination of Services backup Subscriptions for hosted infrastructure are for no less than a one(1)year period and can be prorated to match Laserfiche software/subscription renewal dates. The term starts when access is provided.For new implementations,the Laserfiche software/subscription order process and start date of renewal periods may be aligned to match the hosted infrastructure subscription start date.The one(1)year period automatically renews,unless the client provides written notice 90 days in advance.You may terminate this Agreement for convenience at any time upon 90 days advance written notice. • Fee increases: • Adjustment to fees related to an increase in the level of service requested/authorized by the client will be made at the time of such changes in service becoming available to the client. • Third-Party License Fees-In the event that a third-party license provider increases the fee they charge MCCi's hosting partner for your use of such license,we will increase your fees by the same percentage amount,provided we notify you in writing at least 90 days before the effective date of the price increase. Adjustments in subscription rates may be made 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.Note that for renewals of terms that are one(1)year or more in length,MCCi will not increase fees more than once over a 12-month period. In the event that the client has a renewal term of less than one(1)year(examples would be quarterly or monthly), fees can be increased at any time and by any amount,upon 90 days advance written notice. • Payment: Payments are due according to the terms specified on the invoice and always prior to the subscription expiration date.Late payments are subject to fees,as well as suspension of services. Terms specific to different hosting options A.Infrastructure Hosting with Managed Services MCCi offers server instances to clients that would rather not acquire the physical or virtual infrastructure themselves and who desire to have a fully managed solution.MCCi offers these services through its award-winning partner Rackspace.MCCi offers AWS,Azure,or Rackspace hosted infrastructure,as well as fully Managed Service options,all through its partnership with Rackspace. The client acknowledges the following terms,conditions,and limitations(and accepts that MCC!'s liability and responsibility is limited by the following): • Rackspace'sAcceptable Use Policy found at: http://www.rackspace.com/information/legal/global/aul2. • Client shall have no rights against Rackspace in connection with the Hosting Services sold by MCCi. • Prohibition of high-risk use:The client may not use the hosting 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,you may not use or permit any other person to use the hosting services in connection with aircraft or other Sherri Ingersoll From: Donna Baker Sent: Thursday, August 22, 2019 6:04 PM To: Sherri Ingersoll Subject: Fwd: Laserfiche cost allocation Donna S. Baker Clerk to the Board Orange County Board of Commissioners 200 South Cameron Street P.O. Box 8181 Hillsborough, NC 27278 Work- (919) 245-2130 Cell: 919-428-3212 dbaker@orangecountync.gov Sent from my Whone Begin forwarded message: From: Gary Donaldson <gdonaldson@orangecountync.gov> Date:August 22, 2019 at 5:10:05 PM EDT To:Sally Kadle<skadle@orangecountync.gov> Cc:Jim Northrup< north rup@orangecountync.gov>, Paul Laughton <plaughton@orangecountync.gov>, Chaz Offenburg<coffenburg@orangecountync.gov>, Donna Baker<dbaker@orangecountync.gov> Subject: RE: Laserfiche cost allocation I signed/pre-audit based on the prior email below which indicates the funding budget codes. If you can attach this email which supports the Finance pre-audit or alert remaining signers. Otherwise, it may be rejected by Legal for incompleteness. Best Gary Donaldson, CTP, Chief Financial Officer 200 South Cameron Street Hillsborough, NC 27278 0: 919-245-2453 C:404-435-4416 gdonaldson@orangecountync.gov ORANGE COIJN TY NOR1`11 C:ANO1.1NA From: Gary Donaldson Sent: Thursday, August 22, 2019 1:53 PM To: Sally Kadle Cc: Jim Northrup; Paul Laughton; Chaz Offenburg; Donna Baker Subject: Re: Laserfiche cost allocation Thanks Sally Sent from my iPhone On Aug 22, 2019, at 1:16 PM, Sally Kadle<skadle@orangecountync.gov>wrote: Gary, Below is the cost allocation discussed for the software project "LASERFICHE LICENSES— BOCC: $20,140 will come out of 61370035/897075/30007 (LASERFICHE LICENSES— BOCC) $18,741.80 will come out of 10315020/625010(SOFTWARE MAINT& LICENSING) Please let Jim or me know if you have any questions. Thanks! Sally Sally Kadle IT Help Desk/Admin Specialist I Orange County Information Technologies 131 West Margaret Lane#300 Hillsborough, NC 27278 Desk: 919-245-2281 http://www.orangecountVnc.gov z DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68CO5EA 77/2/2019 E(MM/DDIYYYY) ,4cv�2o® CERTIFICATE OF LIABILITY INSURANCE �� 12/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers,LLC NA NAME:CONTACT 777 S.Figueroa Street,52nd Fl. PHONE FAX CA License#OF 15767 E-MAILo Ext. A/C No Los Angeles CA 90017 ADDRESS: (213)689-0065 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Valley Forge Insurance Company Compuy 20508 INSURED MCCi LLC INSURER B:American Casualty Company of Reading,PA 20427 1456427 1958 Commonwealth Lane INSURER C:The Continental Insurance Company 35289 Tallahassee FL 32303 INSURER D:Columbia Casualty Company 31127 INSURER E: INSURER F: COVERAGES MCCILOI CERTIFICATE NUMBER: 16179208 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DDIYYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY Y N 6072067360 12/17/2018 12/17/2019 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE FxI OCCUR PREMISES Ea occurrence) ccuence $ 1,000,000 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JE� LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY N N 6072067343 12/17/2018 12/17/2019 Ea ac.d.",SINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY Per accident $ XXXXXXX C UMBRELLA LIAB X OCCUR N N 6072067357 12/17/2018 12/17/2019 EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ XXXXXXX WORKERS COMPENSATION PER OERT Y/N C AND EMPLOYERS'LIABILITY N 6072067326 12/17/2018 12/17/2019 STATUTE ER ANY PROPRIETOR/PARTNER/EXEWINE N/A X E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Tech E&O/Cyber Liability N N 652062339 12/17/2018 12/17/2019 Limit:$3,000,000 Deductible:$25,000/8 HR waiting period for BI DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is an Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION 16179208 Orange County,NC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 200 South Cameron Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Hillsborough NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR 7 ©1 88-201 tACAD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD