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2022-001-E-IT Dept-MCCi,-Laserfiche software annual maintenance and technical support (Clerk)
DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6BO2 [Departmental Use Only] TITLE IVIM Laserfiche/Clerk FY 22 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 22nd day of December, 2021, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MCCi, LLC, (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 software for Clerk to the Board of County Commissioners for creation of enterprise content management, business process automation, workflow, records management, document imaging and webform software. 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 Revised 06/21 1 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and 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 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations Revised 06/21 2 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6BO2 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Software maintenance and technical support for the application listed in the Scope of Service section(see Attachment A). 4. Duration of Services a. Term. The term of this Agreement shall be from 8/l/2022 to 7/31/2023. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. 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 8/l/2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed fourteen-thousand-nine-hundred- forty-seven and 80/100 Dollars ($14,947.80) (See Attachment B). Payment for satisfactorily performed 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 Revised 06/21 3 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who 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 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. To the extent authorized by North Carolina law 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. Either party may Revised 06/21 4 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 terminate this Agreement upon notice to the other parry that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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. 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. Revised 06/21 5 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 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.oran eg countync. og v/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. 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 or 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 or 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. In the event of a change in the County's statutory authority, mandate or mandated Revised 06/21 6 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6BO2 functions, by state 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 ng atures. 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 11A 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:Jim Northrup MCCi, LLC P.O. Box 8181 3717Apalachee Pkwy Ste201 Hillsborough,NC 27278 Tallahassee, FL [SIGNATURE PAGE TO FOLLOW] Revised 06/21 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA14FA046EA61302 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: DocuSigned by: ',�' DocuSigned by: 1 By. �a"'KAJ4/ p22 By ro b" �°j6�V'Sf6M2/22/2021 Bonnie Hammersley, County Manager Donny Barstow, President& CEO Printed Name and Title Revised 06/21 8 DocuSign Envelope ID:OC78lF21-7ADF-4F63-8BA1-4FA046EA6BO2 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: MCCi, LLC Party/Vendor Contact Person: Donny Barstow Contact Phone: 850-701-0725 Party/Vendor Address: 3717 Apalachee Parkway Suite 201 City Tallahassee State: FL Zip: 32311 Department: IT Amount: $14,947.80 Purpose: Laserfiche software annual maintenance and technical support (Clerk) Budget Code(s): 10315020-625010 Vendor#60777 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date 22 December 2021 Approved by Board Yes❑No® Agenda Date: ---For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes❑No❑ This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to ioreftie agreement: dAA� �` Department Director's Signature � Date:12/30/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content an 4s: ,(*W Nb 1/4/2022 Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of ins s3 ''"" b Id''s,ispecifications,and requirements: 797sn' rbrvu,TT Office of the Risk Management Officer Date: 1/4/2022 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Do Signed by: Office of the Chief Financial Officer Fe � Date: 1/4/2022 Legal Services This agreement is approved as to legal for d MI(CW.y: Office of the County Attorney Date: 1/4/2022 Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 06/21 9 DocuSign Envelope ID:OC781 F21-7ADF-4F63-8BA1-4FA046EA6BO2 c h m e nt A r_.._a.0 MASTER SERVICES AGREEMENT NO. 20364 This Master Services Agreement No. 20364 (this "Agreement") is Client shall pay to MCCi the fees and other compensation set forth in effective on the date of the last signature, ("Effective Date") and is each Order. By executing the applicable Order, Client acknowledges made by and between MCCi, LLC, a Florida limited liability company their pre-approval for any Order Expenses, defined below,quoted, and with its principal office located at 3717 Apalachee Parkway, Suite 201, will reimburse MCCi for all reasonable out-of-pocket travel, living and Tallahassee, FL 32311 ("MCCi") and Client(defined herein). MCCi and other ancillary expenses paid or incurred by MCCi in connection with Client may each be referred to individually herein as a "Party" or the Services ("Order Expenses'. If relevant, and provided to MCCi, collectively as the"Parties". MCCi will make commercially reasonable efforts to conform to Client's expense policy. If a dispute occurs regarding MCCi's invoicing of Order The terms "Client" in this Agreement shall also include Client's Expenses not in conformity with Client's expense policy and greater "Affiliates,"defined as a legal entity that directly or indirectly controls, than five (5) percent of a specific invoice, such dispute will be subject is controlled by, or is under common control with the applicable Party. to investigation and correction; otherwise, Client agrees to reimburse It is agreed that Client's Affiliates who are a party to the applicable MCCi for the full amount of expenses invoiced. The Client Order (defined below) shall enjoy the same rights, benefits and acknowledges that it may incur expenses due to circumstances such as obligations set forth in this Agreement as are applicable to Client. non-refundable items (e.g., airline tickets, training/install charges, hotel reservations, rental cars,and the like), in the event that(i)Client As used in this Agreement, "MCCi" means the MCCi Affiliate providing cancels or reschedules performance, after MCCi has made the the Services(defined below)to the Client in the applicable Order. applicable arrangements; or (ii) If Client is not prepared upon MCCi's arrival, which results in cancellation, delays, and/or the need to The Parties hereto intending to be legally bound hereby, agree as reperform any Deliverables. follows: Client acknowledges that the price of the license and/or subscription 1. Scope of Service for the use of a third-party licensed product is subject to increases MCCi and Client may develop and enter into one or more sales orders, during the term of the license and/or subscription or at the time of attached hereto or incorporated by reference, incorporating a renewal. If MCCi is reselling a license and/or subscription of a third- description of the specific goods and/or services requested by Client party product to Client, then MCCi will provide Client at least 15 days and agreed to be performed or otherwise provided by MCCi (each,and prior to written notice(an email will be sufficient)of an increase in the as modified in writing by the Parties, each an "Order"). MCCi will price of the license and/or subscription. If Client does not agree to provide to Client those goods and/or services described as its pay such increase in the license and/or subscription, Client must obligation in the Order (collectively, the "Services'. If applicable, provide written notice to MCCi within 15 days of the date of the notice each Order will also describe items specifically required to be delivered of such increase. Upon receipt of such notice, MCCi will cancel Client's by MCCi to Client(each a"Deliverable', and the acceptance criteria, license and/or subscription to the third-party licensed product. 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 3. Invoicina and Payment and responsibilities of each Party. Each Order shall specifically identify Unless otherwise stated in an Order,MCCi will invoice Client for all fees, this Agreement and indicate that it is subject to the terms hereof. charges and reimbursable expenses on a monthly basis and upon Unless provided to the contrary in the applicable Order, to the extent completion of each Order. there are any conflicts or inconsistencies between this Agreement and any Order or Client purchase order, except in regard to Sections 2 or 3 Client agrees to pay all undisputed invoices and undisputed portions of herein, the provisions of this Agreement shall govern and control. Use a disputed invoice in full within thirty(30) days from the date of each of pre-printed forms, including, but not limited to email, purchase invoice. Failure to pay invoices by the due date, unless MCCi has been orders, shrink-wrap or click-wrap agreements, except those that may informed by said due date that an invoice is being contested and the appear in the appliable Order, acknowledgements or invoices, is for reason therefor, may result in the imposition of interest charges to the convenience only and all pre-printed terms and conditions stated extent allowable by law as well as any associated legal and collection thereon,except as specifically set forth in this Agreement,are void and fees incurred. of no effect. No amendment or modification to this Agreement will be valid unless set forth in writing and formally approved by authorized To the extent that Client is not exempt and/or has not communicated representatives of both parties. To the extent that there are any its tax status to MCCi, Client further agrees to pay amounts equal to conflicts or inconsistencies between this Agreement and any Client- any federal,state or local sales, use,excise, privilege or other taxes or entered third-party government purchasing agreement ("Purchasing assessments, however designated or levied, relating to any amounts Vehicle"), the provisions of the Purchasing Vehicle shall govern and payable by Client to MCCi under this Agreement or any other control. Agreement between the Parties, exclusive of taxes based on MCQ's net income or net worth. Client understands and accepts that any No change order, notice, direction, authorization, notification or pricing set forth in an Order does not include such taxes. request(each a"Change Order's will be binding upon Client or MCCi, nor will such Change Order be the basis for any claim for additional All recurring software maintenance support, subscriptions and/or other compensation by MCCi, until Client and MCCi have both signed such service packages ("Recurring Services") will automatically renew Change Order,or a new Order,as appropriate. unless Client has (a) terminated the Agreement and/or applicable Order, per Section Each MCCi Affiliate will only be liable for those obligations expressly set 4; forth in the applicable Order to which it is a party. In no event will a (b) provided sixty (60) days written notice prior to the scheduled MCCi Affiliate be liable for any of the obligations or liabilities of any renewal date of the Recurring Services; or other MCCi Affiliate pursuant to this Agreement. (c) not paid in full the renewal invoice by the renewal service period start date. 2. Fees Last updated:August 2021 MCCi MSA Page 1 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 Once payment has been received, no refunds for Recurring Services Client will ensure that all Client's personnel, vendors, and/or are available. subcontractors who may be necessary or appropriate for the successful performance of the Services and/or delivery of a Deliverable will, on 4. Term,Termination,and Cancellation reasonable notice: (i) be available to assist MCCi Personnel by This Agreement will commence on the Effective Date and will be answering business, technical and operational questions and providing effective for the longer of(i) a one (1) year period or(ii) the term of requested documents, guidelines and procedures in a timely manner; the original Order and will renew automatically for one(1)year periods (ii) participate in the Services as reasonably necessary for performance and continue in full force and effect, unless terminated by either Party under an Order; and (iii) be available to assist MCCi with any other as set forth below. Termination of this Agreement or any Order activities or tasks required to complete the Services in accordance with hereunder may occur upon any of the following: the Order. (a) Thirty(30)days after a Parry's receipt of written notice from the other Party that this Agreement or the Services, in whole or in 6. MM Personnel part under an Order,shall be terminated; or Neither MCCi nor its Personnel (defined below) are or shall be deemed (b) Thirty (30) days after a Party notifies the other in writing that to be employees of Client but instead are independent contractors to they are in breach or default of this Agreement, unless the Client. MCCi shall be responsible for the compensation of its Personnel, breaching Party cures such breach or default within such thirty in addition to any applicable employment taxes, workmen's (30)day period; or compensation and any other taxes, insurance or provisions associated (c) Fifteen(15)days after the filing of a petition in bankruptcy by or with the engagement of such Personnel. against either Party, any insolvency of a Party, any appointment of a receiver for such Party,or any assignment for the benefit of In addition, MCCi shall be responsible for all acts or omissions of its such Party's creditors (a "Bankruptcy Event"), unless such Personnel. MCCi will not discriminate in the referral or hiring of MCCi Party cures such Bankruptcy Event within the fifteen (15) day Personnel on the bases of race, religion, sexual orientation, color, sex, period; or age, national origin, disability that does not affect the ability for an (d) If Client is a city, county, or other government entity the individual to perform his or her job, or other protected categories as following applies: If Client's governing body fails to appropriate required by applicable state,federal,and local laws. sufficient funds to make payments due and to become due during Client's next fiscal period, Client may, subject to the MCCi may utilize independent subcontractors in satisfying its terms herein,the applicable Order as of the last day of the fiscal obligations under this Agreement (collectively with MCQ employees period for which appropriations were received (each an "Event "Personnel"). MCCi remain responsible for all acts and omissions of of Non-appropriation"). Client agrees to deliver notice of an all Personnel. Event of Non-appropriation to MCCi at least 30 days prior to the end of Client's then-current fiscal period, or if an Event of Non- Upon receipt of notice from Client that any MCCi Personnel is not appropriation has not occurred by that date, promptly upon the suitable, MCCi shall remove such person from the performance of occurrence of any such Event of Non-appropriation. If this Services and will provide a qualified replacement as quickly as Agreement is terminated following an Event of Non- reasonably possible. appropriation, Client agrees(but only to the extent permitted by applicable law) that, for a period of one (1) year from the Unless a particular MCCi Personnel member has been identified as a effective date of such termination, Client shall not purchase or key resource to the relevant Order, MCCi at its sole discretion may otherwise acquire any technology performing functions similar to reassign, if and as necessary, other appropriately qualified MCCi those performed by the Recurring Services from a third party. Personnel to the relevant Order as long as such assignment will not affect MCCi's fee for the Services defined or ability to satisfy its In all events, Client shall be liable for full payment for Services and/or Deliverables. Deliverables and reimbursement of MCCi's expenses incurred through the effective date of termination. If Client cancels or suspends an Neither Party is a legal representative of the other nor does a Party Order, pursuant to this Agreement and only if allowed hereunder, have the authority, either express or implied, to bind or obligate the between completed milestones, MCCi will invoice Client for a pro-rated other in any way. 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, MCCi will recommence 7. Confidential Information invoicing per the applicable Order. Both parties recognize and agree to adhere to North Carolina's public records law, set forth at Chapter 132 of the North Carolina General S. Working Arrangements Statutes. MCCi agrees to indemnify and hold harmless Client and its All Services shall be performed remotely, unless otherwise agreed to officers, employees, and agents from all costs, damagers, and by the Parties. If Services are to be performed on Client's premises, expenses incurred in connection with refusing to disclose any Client shall provide the following to MCCi Personnel: (i) a suitable and information. The Parties acknowledge that in the course of MCCi adequate work environment, including space for work and equipment providing Services for Client hereunder, each may receive Confidential for performance of the Services; (ii) access to and use of Client's Information (as defined below) of the other Party. To the extent facilities and relevant information, including all necessary software, allowable under the NC Public Records Law, any and all Confidential hardware and documentation; (iii) timely assistance in the acquisition, Information in any form or media obtained by a Recipient (defined or correction of any hardware or software problems that would affect below)shall be held in confidence and shall not be copied, reproduced, the performance of Services and/or delivery of a Deliverable; and (iv) or disclosed to third parties for any purpose whatsoever except as any other items set forth in the applicable Order. 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 Last updated: August 2021 MCCi MSA Page 2 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 activities contemplated by this Agreement. All consultants assigned by and which do not contain any Confidential Information of Client MCCi to Client will sign appropriate forms of confidentiality agreements conveyed to MCCi.Should MCCi, in performing any Services hereunder, on or prior to their start date. use any computer program, code or other materials developed by it "Confidential Information" means any and all confidential independently of the Services provided hereunder ("Pre-existing information of a Party disclosed to the other Party, including, but not Work', MCCi shall retain any and all rights in such Pre-existing Work. limited to, research, development, proprietary software, technical MCCi hereby grants Client a paid up, world-wide, non-exclusive license information, techniques, know-how, trade secrets, processes, to use and reproduce the Pre-existing Work for its internal business customers, employees, consultants, pricing information and financial needs. and business information, plans and systems. Confidential Information shall not include information which: (i) was known to the Party Client understands and agrees that MCCi may perform similar services receiving the information (the "Recipient's prior to the time of for third Parties using the same Personnel that MCCi may use for disclosure by the other Party(the"Disclosing Party'); (ii)at the time rendering Services for Client hereunder, subject to MCCi's obligations of disclosure is generally available to the public or after disclosure respecting Client's Confidential Information pursuant to Section 8. becomes generally available to the public through no breach of this Agreement or other wrongful act by the Recipient; (iii) was lawfully 9. Data Privacy received by Recipient from a third party without any obligation of In the event that MCCi, in the course of providing Services to Client, confidentiality; or (iv) is required to be disclosed by law or order of a receives, stores, maintains, processes or otherwise has access to court of competent jurisdiction or regulatory authority. "Personal Information" (as defined by the State Data Protection Laws(defined below)and/or European Union Directives, and including, The obligations set forth in this Section shall survive termination of this but not limited to, an individual's name and social security number, Agreement for a period of three(3)years thereafter. driver's license number or financial number)then MCCi shall safeguard this information in accordance with these laws. MCCi may disclose 8. Intellectual Property Personal Information for business purposes only on a need-to-know Unless otherwise specified in any Order, or subject to a third party basis and only to (i) MCCi Personnel, (ii) any third-party service license agreement, title to all materials, products software, Services, providers that has agreed to safeguard Personal Information in a like and/or Deliverables, including, but not limited to, reports, designs, manner as MCG safeguards such information, and (iii) with other programs,specifications,documentation, manuals,visual aids,and any entities authorized to have access to such information under applicable other materials developed and/or prepared for Client by MCCi under law or regulation. MCCi may disclose Personal Information when any Order (whether or not such Order is completed) ("Works"), and necessary to protect its rights and property,to enforce its terms of use all interest therein shall vest in Client and shall be deemed to be a and legal agreements, as required or permitted by law, or at the work made for hire and made in the course of the Services rendered request of law enforcement authorities and the courts,and pursuant to hereunder. MCCi shall retain a non-exclusive, royalty-free, world-wide, a subpoena. MCCi shall have no duty to notify Client of such perpetual license to use, sell, modify, distribute, and create derivative compliance with law. MCCi takes reasonable and appropriate measures works based upon any of the foregoing Works in its information to maintain the confidentiality and security of Personal Information and technology professional services business, provided that in so doing to prevent its unauthorized use or disclosure. To the extent that MCCi MCCi shall not use or disclose any Client Confidential Information or experiences a Security Breach as defined under the applicable State Deliverables unique to Client. To the extent that title to any such Data Protection Laws for information generated in connection with this Works may not, by operation of law,vest in Client or such Works may Agreement or any Order hereto, MCCi shall notify Client in writing not be considered works made for hire, all rights, title and interest within five(5) business days of confirming the same. therein are hereby irrevocably assigned to Client. All such Works shall belong exclusively to Client, except as set forth herein, with Client 10. Warranty having the right to obtain and to hold in its own name, copyrights, registrations, or such other protection as may be appropriate to the (a) Services Warranty. subject matter, and any extensions and renewals thereof. MCCi agrees MCCi warrants that all Services shall be performed by personnel with to give Client and any person designated by Client, reasonable relevant skill sets and familiar with the subject matter for the Order in assistance,at Client's expense, required to perfect the rights defined in a professional,competent,and workman-like manner. this Section 9. Unless otherwise requested by Client, upon the completion of the Services to be performed under each Order or upon MCCi's delivery of a Deliverable to Client shall constitute a the earlier termination of such Order, MCCi shall promptly turn over to representation by MCCi that it has conducted a review of the Client all Works and Deliverables developed pursuant to such Order, Deliverable and believes it meets the written specifications, if any, set including, but not limited to, working papers, narrative descriptions, forth in the corresponding Order. Client shall then have the right to reports and data. conduct any review of the Deliverable as Client shall deem necessary or desirable. If Client, in its reasonable discretion, determines that any Notwithstanding the foregoing, the following shall not constitute the submitted Services,or Deliverable does not meet the specifications,set property of Client: (i) MCCi software, including but not limited to any forth in the applicable Order, Client shall have five (5) business days proprietary code (source and object), or that which is subject to third- after MCQ's submission to give written notice to MCCi specifying the party license agreements with MCCi; (ii) those portions of the deficiencies in reasonable detail. MCCi shall use reasonable efforts to Deliverables which include information in the public domain or which promptly cure any such deficiencies. After completing any such cure, are generic ideas, concepts, know-how and techniques within the MCCi shall resubmit the Deliverable for review as set forth above. computer design, support and consulting business generally; and (iii) Notwithstanding the foregoing, if Client fails to reject any Deliverable those portions of the Deliverables which contain the computer within five (5) business days, such Deliverable shall be deemed consulting knowledge, techniques, tools, routines and sub-routines, accepted. utilities, know-how, methodologies and information which MCCi had prior to or acquired during the performance of its Services for Client Last updated: August 2021 MCCi MSA Page 3 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 MCCI DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES reasonable attorneys' fees) in connection with third party claims, WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT MCCI demands,suits,or proceedings("Claims")to the extent caused by the SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION 11. IF THE Indemnifying Party. SERVICES FAIL TO CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN (a) MCCI Indemnification. AN ORDER, CLIENT'S INITIAL REMEDY WILL BE FOR MCCI, AT ITS MCCI shall defend, indemnify, and hold Client harmless against Claims EXPENSE,TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS made or brought against Client for Bodily injury or personal property TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE damage arising out of the Indemnifying Parry's performance within the FOREGOING,CLIENT'S REMEDIES,AND MCCI'S ENTIRE LIABILITY,AS scope of its responsibilities under this Agreement or by a third party A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE alleging that the use of any Deliverable as provided to Client under this LIMITATIONS SET FORTH IN SECTION 12 BELOW. THE FOREGOING Agreement or any Order hereto and used in accordance with this WARRANTY IS EXPRESSLY CONDITIONED UPON (I) CLIENT Agreement and relevant documentation, infringes any third parry's PROVIDING MCCI WITH PROMPT WRITTEN NOTICE OF ANY CLAIM intellectual property rights. Notwithstanding the foregoing, MCCI shall THEREUNDER PRIOR TO THE EXPIRATION THEREOF, WHICH NOTICE not be required to indemnify Client to the extent the alleged MUST IDENTIFY WITH PARTICULARITY THE NON-CONFORMITY; (II) infringement: (x) is based on information or requirements furnished by CLIENT'S FULL COOPERATION WITH MCCI IN ALL REASONABLE Client, (y) is the result of a modification made by an entity other than RESPECTS RELATING THERETO, INCLUDING, IN THE CASE OF MCCi, or (z) arises from use of a Deliverable in combination with any MODIFIED SOFTWARE, ASSISTING MCCI TO LOCATE AND other product or service not provided or approved in writing by REPRODUCE THE NON-CONFORMITY; AND (III) WITH RESPECT TO MCCi. If Client is enjoined from using the Deliverable or MCCi ANY DELIVERABLE, THE ABSENCE OF ANY ALTERATION OR OTHER reasonably believes that Client will be enjoined, MCCi shall have the MODIFICATION OF SUCH DELIVERABLE BY ANY PERSON OR ENTITY right,at its sole option,to obtain for Client the right to continue use of OTHER THAN MCCI. MCCI ALSO DOES NOT WARRANT ANY THIRD- the Deliverable or to replace or modify the same so that it is no longer PARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE infringing. If neither of the foregoing options is reasonably available to ANY PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OF MCCi,then this Agreement may be terminated at either Parry's option, THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY and MCCi's sole liability shall be subject to the limitation of liability FROM MANUFACTURER AND MCCi HAS NO LIABILITY ASSOCIATED provided in this Section. THEREWITH. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, MCCI DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY, (b) Indemnification Procedure. WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR Each indemnified Party shall give the indemnifying Party (a) prompt IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, written notice of the Claim; (b) sole control of the defense and QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY settlement of the Claim (provided that the indemnifying Party may not REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR settle any Claim unless it unconditionally releases the indemnified USAGE OF TRADE. Party of all liability and does not otherwise negatively impact the indemnified Parry's rights, including, without limitation, those in its In the event that Client asserts any claim for warranty services intellectual property); and (c) at indemnifying Parry's cost, all hereunder and such claim relates to any matter that is mutually reasonable assistance. determined by the Parties not to be MCCi's responsibility hereunder (including any problem with Client's computer hardware or software (c) Limitation of Liability. that was not caused by any Services performed by MCCi), Client shall (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR pay MCCi for all costs incurred for all evaluation, correction or other SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES services performed by MCCi relating to such claim on a time and (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, materials basis at MCCi's then standard rates. SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED (b) General Warranty. TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY MCCi shall perform the Services in compliance with all applicable FORESEEN BY SUCH PARTY,AND WHETHER IN AN ACTION BASED ON federal and state laws and regulations and industry codes, including CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, but not limited to (i) federal and state anti-kickback laws and WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. TO THE regulations, (ii) federal and state securities laws, meaning that MCCi EXTENT ALLOWABLE BY NORTH CAROLINA STATE LAW, EXCEPT FOR agrees that Client may be a publicly traded company and MCCI shall A PARTY'S PAYMENT AND INDEMNIFICATION OBLIGATIONS, EACH instruct MCCI Personnel that federal and state securities laws prohibit PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES the purchase, sale,or pledge of Client stock while in possession of any OR OTHER LIABILITY ARISING OUT OF, OR CONNECTED WITH, THIS material, non-public information, (iii) the Foreign Corrupt Practices Act AGREEMENT, THE SERVICES, DELIVERABLES AND/OR SOFTWARE of 1977, (iv) federal and state privacy and data protection laws, PROVIDED HEREUNDER OR CLIENT'S USE OF ANY SUCH SERVICES, including, but not limited to, Health Insurance Portability and DELIVERABLES AND/OR SOFTWARE, AND WHETHER BASED UPON Accountability Act of 1996 and the Health Information Technology for CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, Economic and Clinical Health Act (collectively, "State Data WITHOUT LIMITATION, NEGLIGENCE),OR OTHERWISE,SHALL IN NO Protection Laws',and (v) MCCi also represents that it uses E-Verify CASE EXCEED THE AGGREGATE AMOUNTS PAID TO MCCI BY CLIENT to verify the work authorization of all newly hired employees. UNDER THE APPLICABLE ORDER, GIVING RISE TO SUCH CLAIM DURING THE LAST TWELVE(12)MONTHS. 11. Indemnification and Limitation of Liability Each Party ("Indemnifying Party") shall indemnify, defend, and (ii) TO THE EXTENT ALLOWABLE BY NORTH CAROLINA STATE hold the other harmless against any loss, damage, or costs (including LAW NOTWITHSTANDING SECTION 11(c) MCCI'S LIABILITY FOR Last updated: August 2021 MCCI MSA Page 4 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6BO2 CLAIMS INVOLVING ITS INDEMNIFICATION OBLIGATIONS SHALL BE use. For purposes of this Agreement,"Open Source"shall mean any LIMITED TO$500,000. software or other Intellectual Property that is distributed or made available as'open source software"or"free software"or is otherwise EACH PARTY'S ENTIRE LIABILITY AND CLIENT'S REMEDIES UNDER publicly distributed or made generally available in source code or THIS AGREEMENT SHALL BE SUBJECT TO THE LIMITATIONS equivalent form under terms that permit modification and CONTAINED IN THIS SECTION 11. THE LIMITATIONS ON WARRANTY redistribution of such software or Intellectual Property. Open -Source AND LIABILITY SPECIFIED IN SECTIONS 10 AND 11 HEREOF WILL Materials includes, but may not be limited to, software that is licensed SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY HEREIN IS under the GNU General Public License, GNU Lesser General Public FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. License, Mozilla License, Common Public License, Apache License or BSD License,as well as all other similar"public"licenses. The Parties acknowledge that the limitation of warranties and liabilities (c) Client Software Customizations. as set out in this Agreement are an essential basis of this Agreement Client may choose to customize their software internally without MCCi's and that the prices agreed to be paid by Client for Services reflect help. MCCi is not responsible for any damages caused by Client's these limitations. customization of the software. MCCi will not be held responsible for correcting any problems that may occur from these customizations. 12. Insurance During the term of this Agreement, MCCi shall carry, at its sole (d) MCCi Software Configuration Services. expense,insurance coverage to include at a minimum the following: Client may elect to contract with MCCi to configure Client's • Workers Compensation: State statutory limits and $1,000,000 software. In these situations,Client acknowledges they are responsible employers'liability for testing all software configurations and as such, waives any and all • Comprehensive General Liability: $2,000,000 per occurrence and liability to MCCi for any damages that could be related to these $4,000,000 in the aggregate software configurations. • Professional Liability and Errors & Omissions: $1,000,000 per occurrence and$3,000,000 in the aggregate (e) Compliance with Laws. • Cyber and Technical Errors and Omissions: $3,000,000 in the To the extent applicable to the Parties each Party shall comply with aggregate and give all notices required by all applicable federal, state, and local laws, ordinances, rules, regulations, and lawful orders of any public MCCi, at Client's request, will name Client as an additional insured authority bearing on use of the Services, Deliverables and/or software under the Comprehensive General Liability policy. MCCi represents and the performance of this Agreement. that Client is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions (f) Equal Opportunity. policies for vicarious liability but no modified certificate of insurance To the extent applicable to the Parties each shall abide by the will be provided. requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and the posting requirements of 29 CFR Part 471,appendix A to subpart A. 13. Notices if applicable. These regulations prohibit discrimination against qualified All notices, demands and other communications required or permitted individuals based on their status as protected veterans or individuals hereunder or in connection herewith shall be in writing and shall be with disabilities and prohibit discrimination against all individuals based deemed to have been duly given if delivered (including by receipt on their race, color, religion,sex, sexual orientation,gender identity or verified electronic transmission) or five (5) business days after mailed national origin. in the Continental United States by first class mail, postage prepaid,to (g) Excluded Parties List. a Party at the following address, or to such other address as such To the extent required by law and applicable to Client, MCCi agrees to Party may hereafter specify by notice: promptly report to Client if an employee or contractor is listed by a If to MCCi If to Client: federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. MCCi, LLC Orange County 3717 Apalachee Parkway P.O. Box 8181 (h) Force Majeure. Suite 201 Hillsborough, NC 27278 If either of the Parties hereto are delayed or prevented from fulfilling Tallahassee, FL 32311 Attn: Kathy Zopfi any of its obligations under this Agreement by force majeure, said Attn: Legal Department Email: kzopfi@oran4ecountync.4ov Parties shall not be liable under this Agreement for said delay or failure. Email: Ieaal(d)mccinnovations.com "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, 14. Miscellaneous fire, strike, flood, riot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or (a) 3rd Party EULA Provisions. facilities. Client acknowledges that they are responsible for adhering to any third-party End User License Agreements, acceptable use policies (i) Audit Rights. and/or terms and conditions or similar requirements ("EULA"), With reasonable notice and at a convenient location, Client will have whether supplied by MCCi as a convenience or not, for any products the right to audit MCCi's records to verify the accuracy of invoicing to procured on behalf of Client by MCCL Client. (b) Use of Open-Source Code. In addition, should any of Client's regulators legally require access to Except as disclosed in the Order, MCCi does not distribute nor audit the Services, MCCi will, to the extent legally required by such otherwise use any open source or similar software in a manner that regulators, provide access for the same. All results of such audits shall would obligate MCCi to disclose, license, make available or distribute be MCCi Confidential Information. any of its material proprietary source code as a condition of such Last updated: August 2021 MCCi MSA Page 5 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA14FA046EA61302 Client shall bear all costs associated with audits. This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will (j) Assignment. constitute one single agreement between the Parties with the same Neither Party may assign or otherwise transfer any of its rights, effect as if all the signatures were upon the same instrument. The duties or obligations under this Agreement without the prior written counterparts of this Agreement may be executed and delivered by consent of the other Party. Either Party, however, without any facsimile or other electronic signature (including portable document requirement for prior consent by the other, may assign this format)by either of the Parties and the receiving Party may rely on the Agreement and its rights hereunder to any entity who succeeds (by receipt of such document so executed and delivered electronically or purchase, merger, operation of law or otherwise) to all or by facsimile as if the original had been received. 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 (q) Bench Trial. Agreement shall be binding upon and accrue to the benefit of the The Parties agree to waive, to the maximum extent permitted by law, Parties hereto and their respective successors and permitted any right to a jury trial with respect to any Dispute. assignees. (k) Modification. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. (1) 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. (m) Dispute Resolution. Should a dispute arise between MCCi and Client involving their respective responsibilities, limitations or the working relations between the Parties under this Agreement or any Order, then the Parties will make 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. (n) 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. (o) Publicity. MCCi may use the name of Client,the existence of this Agreement and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Client Confidential Information as defined in Section 8 of this Agreement. (p) Counterparts. Last updated: August 2021 MCCi MSA Page 6 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6BO2 Last updated: August 2021 MCCi MSA Page 7 of 7 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02 Attachment 6 Estelmate ORANGE COUNTY, NC Issued:January 27, ' DocuSign Envelope ID:OC78lF21-7ADF-4F63-8BA1-4FA046EA6BO2 LASERFICHE ,_ICENSING GUIDE To determine which platform/licenses are applicable,please refer to the Pricing section. PLATFORMLASERFICHE Application Servers 1 Unlimited Repositories 1-15(1 included) Unlimited Database Options SQL Express,SQL SQL Web Admin Console Included Included(Directory Server) FULL USE ACCESS LICENSES Full Named Users Minimum of 1 Minimum of 25 Workflow Included Included Snapshot Included Included Email Included Included Web Client Included Included Mobile Access Included Included Digital Signatures Add-on Option Included Audit Trail Add-on Option Included (Starter,Standard,Advanced) (Advanced) ScanConnect Add-on Option Add-on Option Connector Add-on Option Add-on Option Forms Essentials Included with 00.2.1+ Included with v10.2.1+ Forms Professional Add-on Option Add-on Option INEEN LIMITED USE ACCESS LICENSES Retrieval Named Users Not Available Minimum of 200 only if currently owned Forms Authenticated Add-on Option only if currently owned Add-on Option only if currently owned Participants Participant Users Add-on Option Add-on Option Participant Users(Subscription) Add-on Option w/LFDS Add-on Option Community Users(Subscription) Add-on Option w/LFDS Add-on Option Education Users(Subscription) Add-on Option w/LFDS Add-on Option Process Users(Subscription) Add-on Option w/LFDS Add-on Option Enterprise Identity Management Not Available Add-on Option* MODULE Import Agent Add-on Option Add-on Option Public Portal(WebLink)t Options:Web Distribution(5), Options:Pilot(25),Unlimited(1,2 or Unlimited Starter(10),Standard(25),Midsize(50),Unlimited Laserfiche Application Server(s)) Records Management Add-on Option Add-on Option Quick Fields tt Add-on Option Add-on Option Forms Portal Add-on Option Add-on Option Enterprise Forms Portal# Add-on Option Add-on Option t Public Portal is licensed per Laserfiche Application Server,•Web Distribution version only comes with 1 security profile tt Quick Fields is licensed per machine rather than per user,except on Subscription and Cloud where the number of available installations is limited to the number of named users. Multiple Quick Fields modules/options are available dependent upon platform. #Enterprise Forms Portal allows for Forms Portal to be activated on more than one Laserfiche Forms Application Server *Licensed by total number of users(Named,Participant,Community and Education). JCCI I Estimate Page 2 of 3 DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA14FA046EA61302 ESTIMATE FOR 2022 Client Name: Orange County, NC Estimate Number: 18719 Estimate Type: Laserfiche Support Renewal Product Description: Qty. Unit Cost Annual Total LASERFICHE ANNUAL SOFTWARE SUPPORT- BASIC [J1 Laserfiche Avante Server for MS SQL with Workflow 1 $1,050.00 $1,050.00 [J1 Laserfiche Avante Records Management Module 1 $1,260.00 $1,260.00 C1 Laserfiche Avante Named Full User with Snapshot and Email 5 $105.00 $525.00 0 Laserfiche Avante Web Client 5 $21.00 $105.00 [J1 Laserfiche Avante Starter Audit Trail 5 $10.50 $52.50 [J1 Laserfiche Avante Unlimited Public Portal 1 $10,500.00 $10,500.00 Includes WebLink and Unlimited Retrieval Connections. [J1 Laserfiche Avante ScanConnect(Legacy) 2 $34.65 $69.30 Laserfiche Annual Recurring Software Support Subtotal $13,561.80 MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION 0 Managed Support Services for Laserfiche 1 $1,386.00 $1,386.00 Client needs are estimated based on the current components provided herein: up to 10 hours that will expire at the end of your renewal term. MCCi Supplemental Support Services Annual Recurring Subscription Subtotal $1,386.00 GRAND TOTAL- RECURRING ANNUAL SUPPORT/SUBSCRIPTION TOTAL SUPPORT • $14,947.80 NOTE. The information presented in this document is based on the results of MCCi and Client's collaborative preliminary discovery thus far.As planning and discovery continue, the project scope and costs may change to meet the specific needs of the Client. MCCi will present a formal detailed pricing proposal and project scope for approval prior to the start of any project. This is not a formal quote.Additional services will likely need to be included based on required discovery session. 1 GGI Estimate Page 3 of 3 DocuSign Envelope ID:OC78lF21-7ADF-4F63-8BA1-4FA046EA6BO2 DATE(MM/DD/YYYY) ,acoRo° CERTIFICATE OF LIABILITY INSURANCE 12/1i2022 12/8/2021 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 CONTACT NAME: 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# INSURERA:Valley Forge Insurance Company Compamny 20508 INSURED MCCi LLC INSURER B:American Casualty Company of Reading,PA 20427 1456427 3717 Apalachee Parkway INSURER C:The Continental Insurance Company 35289 Tallahassee FL 32311 INSURER D:Mount Vernon Specialty Insurance Company 14420 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 12/1/2021 12/1/2022 EACH OCCURRENCE $ 1,000,000 A AGE To CLAIMS-MADE �OCCUR PREENTE M SES Ea occu ence $ 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 12/1/2021 12/1/2022 (CO zBINE NeDtSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX HIRED X NON-OWNED PROPERTY DAMAGE $ XXX�CS�XX AUTOS ONLY AUTOS ONLY Per accident X Comp.Ded.$ 00 Coll.Ded. $ 1,000 C X UMBRELLA LIAB X OCCUR N N 6072067357 12/1/2021 12/1/2022 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ XXXXXXX WORKERS COMPENSATION PER OTH- C AND EMPLOYERS'LIABILITY N 6072067326 ASS) 12/1/2021 12/1/2022 X STATUTE ER C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 6079501170(CA) 12/1/2021 12/1/2022 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? FNI N/A (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 DPS4002374 12/1/2021 12/1/2022 Limit:$5,000,000 SIR:$100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I 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 See Attachment 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 AC D CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:OC781 F21-7ADF-41F63-813A1-4FA046EA6BO2 Attachment Code:D567517 Master ID: 1456427,Certificate ID: 16179208 LOCKIM Orange County,NC 200 South Cameron Street Hillsborough,NC 27278 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus, this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 16179208. • Email: PacificeDelivery(a,lockton.com • Phone: (213) 689-2300 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate,please let us know using one of the methods above. The above inbox and phone number below are for automating electronic delivery of certificates only. Please do NOT send future certificate requests to the above inbox or call into the number below. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Insurance Brokers, LLC - Pacific Series Lockton Insurance Brokers,LLC License#01`15767 777 S Figueroa Street, 52nd Fl/Los Angeles, CA 90017-5524 213-689-0065 /FAX: 213-689-0550 lockton.com