R2020-211 2020-10-12RESOLUTION NO. R2020-211
A Resolution of The City Council of the City of Pearland, Texas,
authorizing the City Manager or his designee to participate in the Texas
BuyBoard cooperative purchasing program for the purchase of a
Document Management Application Upgrade and Consulting Services
with MCCI, in the amount of $128,399.43.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That contract pricing has been obtained through the Texas BuyBoard for a
Document Management application Upgrade and Consulting Services with MCCI.
Section 2. That the City Manager or his designee is hereby authorized to enter into a
contract for a Document Management Application Upgrade and Consulting Services with MCCI.
PASSED, APPROVED and ADOPTED this the 12th day of October, A.D., 2020.
TOM REID
MAYOR
AT
AL RO N, TMC, CMC
CIT SECRETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
i.‘3:
•
MASTER SERVICES AGREEMENT NO. 61155
This Master Services Agreement No. 61155 ("Agreement") is effective
on the date of the last signature, ("Effective Date") and is made by
and between MCCi, LLC, a Florida limited liability company, and its
Affiliates with its principal office located at 3717 Apalachee Parkway,
Suite 201, Tallahassee, FL 32311 ("MCCi") and Client (defined herein).
MCCi and Client may each be referred to individually herein as "Party"
or collectively as the "Parties".
The terms "Client" in this Agreement shall also include Client's
"Affiliates," defined as a legal entity that directly or indirectly controls,
is controlled by, or is under common control with the party. It is
agreed that Client's Affiliates shall enjoy the same rights, benefits and
obligations set forth in this Agreement as are applicable to Client.
The Parties hereto intending to be legally bound hereby, agree as
follows:
1. Scope of Service
MCCi and Client may develop and enter into one or more sales orders,
attached herein or incorporated by reference, incorporating a
description of the specific goods and/or services requested by Client
(each, and as modified in writing by the Parties, an "Order"). MCCi will
provide to Client those goods and/or services described as its
obligation in the Order (collectively, the "Services"). If applicable,
each Order will also describe items specifically required to be
delivered by MCCi to Client (the "Deliverables"), and the acceptance
criteria for each of the Deliverables. Further, each Order will set forth,
among other things, tasks to be performed by the Parties and roles
and responsibilities of each Party. Each Order shall specifically
identify this Agreement and indicate that it is subject to the terms
hereof. To the extent there are any conflicts or inconsistencies
between this Agreement and any Order or Client purchase order,
except in regard to Sections 2 or 3 herein, the provisions of this
Agreement shall govern and control. To the extent that there are any
conflicts or inconsistencies between this Agreement and any Client -
entered third party government purchasing agreement ("Purchasing
Vehicle", the provisions of the Purchasing Vehicle shall govern and
control.
No change order, notice, direction, authorization, notification or
request (collectively, "Change Order") will be binding upon Client or
MCCi, nor will such Change Order be the basis for any claim for
additional compensation by MCCi, until Client and MCCi have agreed
in writing to change the terms of an applicable Order, or to execute
a new Order, as appropriate.
2. Eees
Client shall pay to MCCi the fees and other compensation set forth in
each Order. By executing the applicable Order, Client acknowledges
their pre -approval for any Order Expenses quoted. Unless otherwise
specified, Client will also reimburse MCCi for all reasonable out-of-
pocket travel, living and other ancillary expenses paid or incurred by
MCCi in connection with the Services ("Order Expenses"). If relevant,
MCCi will follow Client's expense policy, to the best of its ability. If a
dispute occurs regarding MCCi's billing of Order Expenses in
Last updated: June 25, 2020
conformity with Client's expense policy and greater than five percent
(5%) of a specific bill, such dispute will be subject to investigation and
correction; otherwise Client agrees to reimburse MCCi for the full
amount of expenses billed. The Client acknowledges that it may incur
expenses due to circumstances such as non-refundable airline tickets,
training/install charges, hotel reservations, rental cars, etc., in the
event that i) Client cancels or reschedules the event, after MCCi has
made these arrangements; or ii) If Client site/team is not prepared
upon MCCi's arrival, which results in cancellation, delays, and/or the
need to reperform Deliverables.
Client acknowledges that the price of the license and/or subscription
for the use of a third -party licensed product is subject to increases
during the term of the license and/or subscription or at the time of
renewal. In the event that MCCi is reselling a license and/or
subscription to a third -party product to Client with at least 15 days
prior to written notice (an email will be sufficient) of an increase in
the price of the license and/or subscription. To the extent that Client
does not agree to pay such increase in the license and/or
subscription, Client must provide written notice to MCCi within 15
days of notice of such increase. Upon receipt of such notice, MCCi
will cancel Client's license and/or subscription to the third -party
licensed product.
3. Invoicing and Payment
Unless otherwise stated in an Order, MCCi will invoice Client for all
fees, charges and reimbursable expenses on a monthly basis and
upon completion of each Order.
Client agrees to pay all undisputed invoices and undisputed portions
of a disputed invoice in full within thirty (30) days from the date of
each invoice. Failure to pay invoices by the due date, unless MCCi has
been informed by said due date that an invoice is being contested
and the reason therefore, may result in the imposition of interest
charges to the extent allowable by law as well as any associated legal
and collection fees incurred.
Client further agrees to pay amounts equal to any federal, state or
local sales, use, excise, privilege or other taxes or assessments,
however designated or levied, relating to any amounts payable by
Client to MCCi under this Agreement or any other Agreement
between the Parties, exclusive of taxes based on MCCi's net income
or net worth, and understands and accepts that any pricing defined
in an Order does not include such taxes.
All recurring software maintenance support, subscriptions, and/or
other service packages ("Recurring Services") will automatically
renew and be billed unless Client has terminated the Agreement per
Section 4 below or provided sixty (60) days written notice prior to the
scheduled renewal date of the Recurring Services. Once payment has
been received, no refunds for Recurring Services are available.
4. Term. Termination. and Cancellation
This Agreement will commence on the Effective Date and will be
effective for a one (1) year period and will renew automatically for
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MASTER SERVICES AGREEMENT NO. 61155
one (1) year periods and continue in full force and effect, unless
terminated by either Party as set forth below. Termination of this
Agreement or any Order hereunder may occur upon any of the
following:
(a) Thirty (30) days after a Party's receipt of written notice from the
other Party that this Agreement or the Services, in whole or in
part under an Order, shall be terminated; or
(b) Thirty (30) days after one Party notifies the other in writing that
they are in breach or default of this Agreement, unless the
negligent Party cures such breach or default within such thirty
(30) day period; or
(c) Fifteen (15) days after the filing of a petition in bankruptcy by
or against either Party, any insolvency of a Party, any
appointment of a receiver for such Party, or any assignment for
the benefit of such Party's creditors (a "Bankruptcy Event"),
unless such Party cures such Bankruptcy Event within the
fifteen (15) day period.
In all events, Client shall be liable for full payment for Services and
reimbursement of MCCi's expenses incurred through the effective
date of termination. If Client cancels or puts on hold an Order
between completed milestones, MCCi will invoice Client for a pro-
rated share of the uncompleted milestone(s) for Services performed
through the date of such termination or delay.
5. Working Arrangements
All Services shall be performed remotely, unless otherwise agreed to
by the Parties. If Services are to be performed on Client's premises,
Client shall provide the following to MCCi Personnel: (i) a suitable and
adequate work environment, including space for work and
equipment for performance of the Services; (ii) access to and use of
Client's facilities and relevant information, including all necessary
software, hardware and documentation; (iii) timely assistance in the
acquisition of, or correction of any hardware or software problems
that would affect the performance of Services; and (iv) any other
items set forth in each Order.
Client will ensure that all Client's personnel, vendors, and/or
subcontractors who may be necessary or appropriate for the
successful performance of the Services will, on reasonable notice: (i)
be available to assist MCCi Personnel by answering business,
technical and operational questions and providing requested
documents, guidelines and procedures in a timely manner; (ii)
participate in the Services as reasonably necessary for performance
under an Order; and (iii) be available to assist MCCi with any other
activities or tasks required to complete the Services in accordance
with the Order.
6. MCCi Personnel
Neither MCCi nor its Personnel are or shall be deemed to be
employees of Client but rather as independent contractors. MCCi
shall be responsible for the compensation of its Personnel, in
addition to any applicable employment taxes, workmen's
compensation and any other taxes, insurance . or provisions
associated with the employment of such personnel.
Last updated: June 25, 2020
In addition, MCCi shall be responsible for all acts or omissions of its
Personnel. MCCi will also not discriminate in the referral or hiring of
MCCi Personnel on the bases of race, religion, sexual orientation,
color, sex, age, national origin, disability that does not affect the
ability for an individual to perform his or her job, or other protected
categories as required by state, federal, and local laws.
MCCi may utilize independent subcontractors in satisfying its
obligations under this Agreement (collectively with MCCi employees
"Personnel"). MCCi affirms to Client that these resources will adhere
to and are subject to the same representations made by MCCi
throughout this Agreement.
Upon receipt of notice from Client that any MCCi Personnel is not
suitable, MCCi shall remove such person from the performance of
Services and will provide a qualified replacement as quickly as
possible.
Unless a particular MCCi Personnel member has been identified as a
key resource to the relevant Order, MCCi at its sole discretion may
reassign, if and as necessary, other appropriately qualified MCCi
Personnel to the relevant Order as long as such assignment will not
affect MCCi's fee for the Services defined or ability to satisfy its
Deliverables.
Neither Party shall be deemed to be a legal representative of the
other nor has any authority, either express or implied, to bind or
obligate the other in any way.
7. Confidential lnformation
The Parties acknowledge that in the course of MCCi providing
Services for Client hereunder, each may receive Confidential
Information (as defined below) of the other Party. Any and all
Confidential Information in any form or media obtained by a
Recipient shall be held in confidence and shall not be copied,
reproduced, or disclosed to third parties for any purpose whatsoever
except as necessary in connection with the Services provided under
this Agreement. The Recipient further acknowledges that it shall not
use such Confidential Information for any purposes other than in
connection with the activities contemplated by this Agreement. All
consultants assigned by MCCi to Client will sign appropriate forms of
confidentiality agreements on or prior to their start date.
"Confidential Information" means any and all confidential
information of a Party disclosed to the other Party, including, but not
limited to, research, development, proprietary software, technical
information, techniques, know-how, trade secrets, processes,
customers, employees, consultants, pricing information and financial
and business information, . plans and systems. Confidential
Information shall not include information which: (i) was known to the
Party receiving the information (the "Recipient") prior to the time of
disclosure by the other Party (the "Disclosing Party"); (ii) at the time
of disclosure is generally available to the public or after disclosure
becomes generally available to the public through no breach of
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MASTER SERVICES AGREEMENT NO. 61155
agreement or other wrongful act by the Recipient; (iii) was lawfully
received by Recipient from a third party without any obligation of
confidentiality; or (iv) is required to be disclosed by the Texas Public
information Act or order of a court of competent jurisdiction or
regulatory authority.
The obligations set forth in this Section shall survive termination of
this Agreement for a period of three (3) years thereafter.
8. Intellectual Property
Unless otherwise specified in any Order, title to all materials,
products and/or Deliverables, including, but not limited to, reports,
designs, programs, specifications, documentation, manuals, visual
aids, and any other materials developed and/or prepared for Client
by MCCi under any Order (whether or not such Order is completed)
('Works"), and all interest therein shall vest in Client and shall be
deemed to be a work made for hire and made in the course of the
Services rendered hereunder. MCCi shall retain a non-exclusive,
royalty -free, world-wide, perpetual license to use, sell, modify,
distribute and create derivative works based upon any of the
foregoing Works in its information technology professional services
business, provided that in so doing MCCi shall not use or disclose any
Client Confidential Information or Deliverables unique to or owned
by Client. To the extent that title to any such Works may not, by
operation of law, vest in Client or such Works may not be considered
works made for hire, all rights, title and interest therein are hereby
irrevocably assigned to Client. All such Works shall belong exclusively
to Client, except as set forth herein, with Client having the right to
obtain and to hold in its own name, copyrights, registrations or such
other protection as may be appropriate to the subject matter, and
any extensions and renewals thereof. MCCi agrees to give Client and
any person designated by Client, reasonable assistance, at Client's
expense, required to perfect the rights defined in this Section 8.
Unless otherwise requested by Client, upon the completion of the
Services to be performed under each Order or upon the earlier
termination of such Order, MCCi shall immediately turn over to Client
all Works and Deliverables developed pursuant to such Order,
including, but not limited to, working papers, narrative descriptions,
reports and data.
Notwithstanding the foregoing, the following shall not constitute the
property of Client: (i) MCCi software, including but not limited to any
proprietary code (source and object), which is subject to third -party
license agreements with MCCi; (ii) those portions of the Deliverables
which include information in the public domain or which are generic.
ideas, concepts, know-how and techniques within the computer
design, support and consulting business generally; and (iii) those
portions of the Deliverables which contain the computer consulting
knowledge, techniques, tools, routines and sub -routines, utilities,
know-how, methodologies and information which MCCI had prior to
or acquired during the performance of its Services for Client and
which do not contain any Confidential Information (as hereinafter
defined) of Client conveyed to MCCi. To the extent that any portion
of the Deliverables includes information or material that falls within
the exceptions to property of Client described in Subsection (iii)
Last updated: June 25, 2020
above, MCCi shall be deemed to have granted Client a paid up, world-
wide, non-exclusive license to use any such information or material
imbedded in the Deliverables for its internal business needs and a
non-exclusive license to make copies thereof for use only in its and
its affiliates' facilities, subject to third party license agreements, if any.
Should MCCi, in performing any Services hereunder, use any
computer program, code or other materials developed by it
independently of the Services provided hereunder ("Pre-existing
Work"), MCCi shall retain any and all rights in such Pre-existing Work.
MCCi hereby grants Client a paid up, world-wide, non-exclusive
license to use and reproduce the Pre-existing Work for its internal
business needs.
Client understands and agrees that MCCi may perform similar
services for third Parties using the same personnel that MCCi may
use for rendering Services for Client hereunder, subject to MCCi's
obligations respecting Client's Confidential Information pursuant to
Section 8.
9. Data Privacy
In the event that MCCi, in the course of providing Services to Client,
receives, stores, maintains, processes or otherwise has access to
"Personal Information" (as defined by the State Data Protection
Laws and/or European Union Directives, and including, but not
limited to, an individual's name and social security number, driver's
license number or financial number) then MCCi shall safeguard this
information in accordance with these laws. MCCi may disclose
Personal Information for business purposes only on a need -to -know
basis and only with (i) MCCi Personnel, (ii) any third party service
providers that has agreed to safeguard Personal Data as MCCi
safeguards such information, and (iii) with other entities authorized
to have access to such information under applicable law or regulation.
MCCi may disclose Personal Data when necessary to protect its rights
and property, to enforce its terms of use and legal agreements, as
required or permitted by law, or at the request of law enforcement
authorities and the courts, and pursuant to a subpoena. MCCi shall
have no duty to notify Client of such compliance with law. MCCi takes
reasonable and appropriate measures to maintain the confidentiality
and security of Personal Data and to prevent its unauthorized use or.
disclosure. To the extent that MCCi experiences a Security Breach as
defined under the State Data Protection Laws for information
generated in connection with this Agreement or any Order hereto,
MCCi shall notify Client in writing within five (5) business days of
discovering such Security Breach.
10. Warranty
(a) Services Warranty.
MCCi warrants that all Services shall be performed by personnel with
relevant skill sets and familiar with the subject matter for the Order
in a professional, competent and workman -like manner.
MCCi's delivery of a Deliverable to Client shall constitute a
representation by MCCi that it has conducted a review of the
Deliverable and believes it meets the written specifications set forth
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MASTER SERVICES AGREEMENT NO. 61155
in the corresponding Order. Client shall then have the right to
conduct any review of the Deliverable as Client shall deem necessary
or desirable. If Client, in its reasonable discretion, determines that
any submitted Deliverable does not meet the agreed upon
specifications, Client shall have five (5) business days after MCCi's
submission to give written notice to MCCi specifying the deficiencies
in reasonable detail. MCCi shall use reasonable efforts to promptly
cure any such deficiencies. After completing any such cure, MCCi
shall resubmit the Deliverable for review as set forth above.
Notwithstanding the foregoing, if Client fails to reject any Deliverable
within five (5) business days, such Deliverable shall be deemed
accepted.
MCCi does not warrant that the Services or Deliverables will be
uninterrupted or error -free, provided that MCCi shall remain
obligated pursuant to this Section 11. If the Services fail to conform
to the foregoing warranty in any material respect, Client's initial
remedy will be for MCCi, at its expense, to promptly use commercially
reasonable efforts to cure or correct such failure. Upon failure of the
foregoing, Client's remedies, and MCCi's entire liability, as a result of
such failure, shall be subject to the limitations set forth in Section 12
below. The foregoing warranty is expressly conditioned upon (i)
Client providing MCCi with prompt written notice of any claim
thereunder prior to the expiration thereof, which notice must identify
with particularity the non -conformity; (ii) Client's full cooperation with
MCCi in all reasonable respects relating thereto, including, in the case
of modified software, assisting MCCi to locate and reproduce the
non -conformity; and (iii) with respect to any Deliverable, the absence
of any alteration or other modification of such Deliverable by any
person or entity other than MCCi. The Parties acknowledge and agree
that this Agreement relates solely to the performance of services (not
the sale of goods) and, accordingly, will not be governed by the
Uniform Commercial Code of any State having jurisdiction. MCCi also
does not warrant any third -party products procured on behalf of
Client, and if there are any product warranties provided by the
manufacturer of the product, any remedy should be requested
directly from manufacturer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10. MCCI DOES
NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY
WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR
IMPLIED. INCLUDING ANY WARRANTY OF MERCHANTABILITY.
OUALITY. OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
REPRESENTATION OR WARRANTY FROM COURSE OF DEALING, QR
USAGE OF TRADE.
In the event that Client asserts any claim for warranty services
hereunder and such claim relates to any matter that is mutually
determined by the Parties not to be MCCi's responsibility hereunder
(including any problem with Client's computer hardware or software
that was not caused by any Services performed by MCCi), Client shall
pay MCCi for all costs incurred for all evaluation, correction or other
services performed by MCCi relating to such claim on a time and
materials basis at MCCi's then standard billing rates.
(b) General Warranty.
MCCi shall perform the Services in compliance with all applicable
international, federal and state laws and regulations and industry
codes, including but not limited to (i) federal and state anti -kickback
laws and regulations and laws governing payments to and
relationships with healthcare professionals, including 42 U.S.C.
§1320a-7b(b); (ii) federal Food and Drug Administration laws,
regulations and guidance, including the federal Food, Drug and
Cosmetic Act and the Prescription Drug Marketing Act, (iii) federal and
state securities laws, meaning that MCCI agrees that Client may be a
publicly traded company and MCCi shall instruct MCCi Personnel that
federal and state securities laws prohibit the purchase, sale, or
pledge of Client stock while in possession of any material, non-public
information, (iv) the Foreign Corrupt Practices Act of 1977, and the
UK Bribery Act, the 1997 OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, and
(v) international, federal and state privacy and data protection laws,
including, but not limited to, the relevant European Union directives,
Health Insurance Portability and Accountability Act of 1996 and the
Health Information Technology for Economic and Clinical Health Act,
Chapter 93H of The Massachusetts General Laws and its
implementing regulations, 201 CMR 17.00, and Cal. Civ. Code §
1798.80-.84 (collectively, "State Data Protection Laws").
11. Jndemnification and Limitation of Liability
(a) MCCi Indemnification.
MCCi shall defend, indemnify and hold Client harmless against
Claims made or brought against Client by a third party alleging that
the use of any Deliverable as provided to Client under this Agreement
or any Order hereto and used in accordance with this Agreement and
relevant documentation, infringes any third party's intellectual
property rights. Notwithstanding the foregoing, MCCi shall not be
required to indemnify Client to the extent the alleged infringement:
(x) is based on information or requirements furnished by Client, (y) is
the result of a modification made by a party other than MCCi, or (z)
arises from use of a Deliverable in combination with any other
product or service not provided by MCCi. If Client is enjoined from
using the Deliverable or MCCi reasonably believes that Client will be
enjoined, MCCi shall have the right, at its sole option, to obtain for
Client the right to continue use of the Deliverable or to replace or
modify the Deliverable so that it is no longer infringing. If neither of
the foregoing options is reasonably available to MCCi, then this
Agreement may be terminated at either Party's option and MCCi's
sole liability shall be subject to the limitation of liability provided in
this Section.
(b) Client Representation.
If the Services require MCCi to access or use any third party products
provided or used by Client, Client warrants that it shall have all rights
and licenses of third Parties necessary or appropriate for MCCi to
access or use such third party products and agrees to produce
evidence of such rights and licenses upon the reasonable request of
MCCi.
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MASTER SERVICES AGREEMENT NO. 61155
(c) Indemnification Procedure.
Client shall give MCCi (a) prompt written notice of the Claim; (b) sole
control of the defense and settlement of the Claim (provided that the
MCCi may not settle any Claim unless it unconditionally releases the
indemnified Party of all liability); and (c) at MCCi's cost, all reasonable
assistance.
(d) Limitation of Liability.
In no event shall either Party be liable for special, exemplary,
incidental, or consequential damages (including, without limitation,
lost revenues, profits, savings or business) or loss of records or data,
whether or not the possibility of such damages has been disclosed to
such Party in advance or could have been reasonably foreseen by
such Party, and whether in an action based on contract, warranty,
strict liability, tort (including, without limitation, negligence) or
otherwise. Except for a MCCi's indemnification obligations, each
Party's maximum aggregate liability for all claims, losses or other
liability arising out of, or connected with, this Agreement, the Services
contemplated hereunder or Client's use of any such Services or
Deliverables, and whether based upon contract, warranty, strict
liability, tort (including, without limitation, negligence), or otherwise,
shall in no case exceed the aggregate amounts paid to MCCi by Client
under the applicable Order, giving rise to such claim during the last
six (6) months. Each Party's entire liability and Client's remedies
under this Agreement shall be subject to the limitations contained in
this Section 12. The limitations on warranty and liability specified in
Sections 11 and 12 hereof will survive and apply even if any limited
remedy herein is found to have failed of its essential purpose.
The Parties acknowledge that the limitation of warranties and
liabilities as set out in this Agreement are an essential basis of this
Agreement and that the prices agreed to be paid by Client for
Services reflect these limitations.
12. Insurance
During the term of this Agreement, MCCi shall carry, at its sole
expense, insurance coverage to include at a minimum the following:
• Workers Compensation: State statutory limits and $1,000,000
employers' liability
• Comprehensive General Liability: $2,000,000 per occurrence
and $4,000,000 in the aggregate
• Professional Liability: $1,000,000 per occurrence and
$3,000,000 in the aggregate
• Errors and Omissions: $1,000,000 per occurrence
• Cyber and Technical Errors and Omissions: $3,000,000 in the
aggregate
13. Notices
All notices, demands and other communications required or
permitted hereunder or in connection herewith shall be in writing
and shall be deemed to have been duly given if delivered (including
by receipt verified electronic transmission) or mailed in the
Continental United States by first class mail, postage prepaid, to a
Party at the following address, or to such other address as such Party
may hereafter specify by notice:
Last updated: June 25, 2020
If to MCCi
MCCi, LLC
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
Attn: Legal Department
Email: legal@mccinnovations.com
14. Miscellaneous
If to Client:
City of Pearland, TX
3519 Liberty Drive
Pearland, TX 77581
Attn: Crystal Roan
(a) 3rd Party EULA Provisions.
Client acknowledges that they are responsible for adhering to any 3rd
party End User License Agreements ("EULA"), whether supplied by
MCCi as a convenience or not, for any products procured on behalf
of Client by MCCi.
(b) Use of Open Source Code.
Except as disclosed in the Order, MCCi does not distribute nor
otherwise use any open source or similar software in a manner that
would obligate MCCi to disclose, license, make available or distribute
any of its material proprietary source code as a condition of such
use. For purposes of this Agreement, "Open Source" shall mean any
software or other Intellectual Property that is distributed or made
available as "open source software" or "free software" or is otherwise
publicly distributed or made generally available in source code or
equivalent form under terms that permit modification and
redistribution of such software or Intellectual Property. Open Source
Materials includes software that is licensed under the GNU General
Public License, GNU Lesser General Public License, Mozilla License,
Common Public License, Apache License or BSD License, as well as all
other similar "public" licenses.
(c) Client Software Customizations.
Client may choose to customize their software internally without
MCCi's help. MCCi is not responsible for any damages caused by
Client's customization of the software. MCCi will not be held
responsible for correcting any problems that may occur from these
customizations.
(d) MCCi Software Configuration Services.
Client may elect to contract with MCCi to configure Client's
software. In these situations, Client acknowledges they are
responsible for testing all software configurations and as such,
waives any and all liability to MCCi for any damages that could be
related to these software configurations.
(e) Force Majeure.
If either of the Parties hereto are delayed or prevented from fulfilling
any of its obligations under this Agreement by force majeure, said
Parties shall not be liable under this Agreement for said delay or
failure. "Force Majeure" means any cause beyond the reasonable
control of a Party including, but not limited to, an act of God, an act
or omission of civil or military authorities of a state or nation,
epidemic, pandemic, fire, strike, flood, riot, war, delay of
transportation, or inability due to the aforementioned causes to
obtain necessary labor, materials or facilities.
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MASTER SERVICES AGREEMENT NO. 61155
(f) Audit Rights.
With reasonable notice and at a convenient location, Client will have
the right to audit MCCi's records to verify MCCi's records to confirm
MCCi's billing to Client is correct.
In addition, should any of Client's regulators legally require access to
audit the Services, MCCi will, to the extent legally required by such
regulators, provide access for the same. All results of such audits
shall be MCCI Confidential Information.
Client shall bear all costs associated with audits.
(g) Assignment.
Neither Party may assign or otherwise transfer any of its rights,
duties or obligations under this Agreement without the prior written
consent of the other Party. Either Party, however, without any
requirement for prior consent by the other, may assign this
Agreement and its rights hereunder to any Party or entity who
succeeds (by purchase, merger, operation of law or otherwise) to all
or substantially all of the capital stock, assets or business of such
Party, if the succeeding party or entity agrees in writing to assume
and be bound by all of the obligations of such Party under this
Agreement. This Agreement shall be binding upon and accrue to the
benefit of the Parties hereto and their respective successors and
permitted assignees.
(h) Modification.
This Agreement may be modified only by a written amendment
executed by duly authorized officers or representatives of both
Parties.
(i) Provisions Severable.
If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, then such provision
shall be severed from this Agreement and the remaining provisions
will continue in full force.
(j) Dispute Resolution.
Should a dispute arise between MCCi and Client involving their
respective responsibilities, limitations or the working relations
between the Parties under this Agreement or any Order, then the
Parties will make a reasonable effort to amicably resolve the dispute.
(k) Interpretation.
The descriptive headings of this Agreement and of any Order under
this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement. As used herein,
"include" and its derivatives (including, "e.g.") shall be deemed to
mean "including but not limited to." Each Party acknowledges that
this Agreement has been the subject of active and complete
negotiations, and that this Agreement should not be construed in
favor of or against any Party by reason of the extent to which any
Party or its professional advisers participated in the preparation of
this Agreement.
(I) Publicity.
MCCI may use the name of Client, the existence of this Agreement
and the nature of the associated services provided herein for
marketing purposes, except that such use shall not include any Client
Confidential Information as defined in Section 7 of this Agreement.
(m) Entire Agreement.
This Agreement and all Order(s) attached hereto constitute the
complete and exclusive statement of the agreement between the
Parties and supersedes all proposals, oral or written, and all other
prior or contemporaneous communications between the Parties
relating to the subject matter herein.
(n) Counterparts.
This Agreement may be executed in several counterparts, each of
which will be deemed an original, and all of which taken together will
constitute one single agreement between the Parties with the same
effect as if all the signatures were upon the same instrument.
(Remainder of Page Intentionally Left Blank. Signature Page Follows)
Last updated: June 25, 2020 Page 6 of 7
MASTER SERVICES AGREEMENT NO. 61155
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the
Effective Date.
MCCi, LLC CITY OF PEARLAND, TX ("Client")
E-SIGNED by Victor D'Aurio
Signed: on 2020-10-16 19:28:03 GMT
Name: Victor D'Aurio
Title: COO
Date: October 16, 2020
Last updated: June 25, 2020
Signed: • i\/t.)._?,/•-Nr-'
Name: - CW%`603—'
Title: J e 1 �NA��FV
Date:
\va" llll
3519 LIBERTY DR.
PEARLAND, TX 77581
Page 7 of 7
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 6 11.55
UPGRADE TO LASERFICHE RIO ORDER
Pursuant to Master Services Agreement No. 61155 ("Agreement"):
This Upgrade to Laserfiche Rio Order, designated as Addendum No. 1 is entered into as of , 2020 ("Addendum Effective Date") ,
by and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision
of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set
forth in the Agreement. This Order supersedes any previous quote or proposals received.
(Remainder of Page Intentionally Left Blank)
Page 1 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
1 PRICING: LASERFICHE RIO
Client Name: City of Pearland, TX
Quote Number: 17482
Quote Type: Platform Change
Order Date: September 16, 2020
Product Description:
Qty. Unit Cost
BuyBoard
#544-17
Total
EXISTING LASERFICHE SOFTWARE SYSTEM CONFIGURATION
[Q Laserfiche United Server for MS SQL -1 $6,000.00
[j Laserfiche Records Management Module -1 $5,700.00
Q Laserfiche Full User -45 $578.33
[Q Laserfiche Retrieval User -30 $200.00
[Q Laserfiche Email Plug-in -40 $76.67
Q Laserfiche Snapshot -45 $96.67
Q Laserfiche WebLink -1 $7,991.67
2 Laserfiche Standard Audit Trail -1 $4,991.67
2 Laserfiche Quick Fields -1 $561.67
O Laserfiche Quick Fields Agent -1 $9,491.67
O Laserfiche ScanConnect (Legacy) -1 $165.00
Et Laserfiche ScanConnect 10 Pack (Legacy) -1 $916.67
O Laserfiche Zone OCR and Validation Package -1 $2,651.67
Includes Zone OCR and Pattern Matching.
2 Laserfiche Real -Time Lookup and Validation Package -1 $561.67
Includes Real -Time Lookup and Pattern Matching.
Q Laserfiche Import Agent -1
[Q Laserfiche SDK -1
O OCR Scheduler for Laserfiche -1
Existing Laserfiche Software Credit Total
CONTENT SERVICES SOFTWARE LICENSING FOR RIO
2 Laserfiche Rio Records Management Edition Named Full User
(50-99 Users)
Q Laserfiche Rio Public Portal for 2 Laserfiche Rio Server
Includes WebLink and Unlimited Retrieval Connections for 2
Laserfiche Server.
Q Laserfiche Rio SDK
Q Laserfiche Rio Quick Fields Core
Includes Quick Fields, Scripting Kit, and Validation packages for
Bar Code, Real -Time Lookup, and Zone OCR.
$1,416.67
$2,500.00
$1,398.75
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
($6,000.00)
($5,700.00)
($26,024.85)
($6,000.00)
($3,066.80)
($4,350.15)
($7,991.67)
($4,991.67)
($561.67)
($9,491.67)
($165.00)
($916.67)
($2,651.67)
($561.67)
($1,416.67)
($2,500.00)
($1,398.75)
($83,788.91)
60 $916.30 $852.16 $51,129.54
1 $50,000.00 $46,500.00 $46,500.00
1 $2,500.00 $2,325.00 $2,325.00
1 $5,000.00 $4,650.00 $4,650.00
Page 2 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
▪ Laserfiche Rio Quick Fields Agent
Q Laserfiche Rio Import Agent
Laserfiche Software Subtotal
UPGRADE TO LASERFICHE RIO ORDER
1 $10,000.00 $9,300.00 $9,300.00
1 $1,500.00 $1,395.00 $1,395.00
$115,299.54
GRAND TOTAL - ONE-TIME SOFTWARE
$31,510.63
Product Description:
Qty. Unit Cost
BuyBoard Annual Total
#544-17
EXISTING LASERFICHE SOFTWARE SUPPORT CREDIT
Q Current System Support Credit 1 TBD TBD TBD
**The credit amount honored will be determined based on the
date of order.
Existing Laserfiche Software Support Credit Total TBD
LASERFICHE ANNUAL SOFTWARE SUPPORT - BASIC
▪ Laserfiche Rio Records Management Edition Named Full User 60 $183.70 $165.33 $9,919.80
(50-99 Users)
• Laserfiche Rio Public Portal for 2 Laserfiche Rio Server 1 $10,000.00 $9,000.00 $9,000.00
Includes WebLink and Unlimited Retrieval Connections for 2
Laserfiche Server.
• Laserfiche Rio SDK 1 $750.00 $675.00 $675.00
• Laserfiche Rio Quick Fields Core 1 $1,000.00 $900.00 $900.00
Includes Quick Fields, Scripting Kit, and Validation packages for
Bar Code, Real -Time Lookup, and Zone OCR.
▪ Laserfiche Rio Quick Fields Agent 1 $2,000.00 $1,800.00 $1,800.00
Q Laserfiche Rio Import Agent 1 $300.00 $270.00 $270.00
Laserfiche Annual Recurring Software Support Subtotal $22,564.80
MCCi ANNUAL SUBSCRIPTION
• Laserfiche PowerPack by MCCi Subscription
Requires dedicated Full Named User.
▪ Training Center for Laserfiche (50-99 Users)
2 MCCi SLA for Laserfiche (50-100 Users)
MCCi Annual Recurring Subscription Subtotal
1 $1,000.00 $950.00 $950.00
1 $3,920.00 $3,920.00 $3,920.00
1 $3,800.00 $3,420.00 $3,420.00
$8,290.00
MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION
Q Process Administration Support Services for Laserfiche 1 $4,275.00 $4,275.00 $4,275.00
Client needs are estimated based on the current components provided herein: up to 25 hours that will
expire at the end of your renewal term.
MCCi Supplemental Support Services Annual Recurring Subscription Subtotal $4,275.00
Page 3 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION
$35,129.80
For budgetary purposes, the Client should include $35,129.80 annually for renewal of the items above. If you subscribe to
MCCi's Training Center or SLA, additional user licenses may increase its cost at the time of your next annual renewal. Sales
tax will be invoiced where applicable and is not included above.
Service Description:
Qty. Unit Cost
BuyBoard
#544-17
Total
MCCi SERVICE PACKAGES
Q Implementation Services Package
Cost is based on the current components provided herein.
MCCi's certified personnel will administer these services to assist
Client with implementing the software/subscription components
purchased.
• Laserfiche Installation Package for Rio
1 $4,100.00 $3,772.00 $3,772.00
1 $8,200.00 $7,544.00 $7,544.00
• Laserfiche PowerPack by MCCi Installation and Configuration 1 $1,025.00 $943.00 $943.00
Package
Service Packages Subtotal $12,259.00
GRAND TOTAL - ONE-TIME SERVICES
TOTAL LASERFICHE PROJECT COST
$12,259.00
$78, 899.43
All Quotes Expire in 30 Days
This is NOT an invoice. Please use this confirmation to initiate your purchasing process.
RECURRING SERVICES
The Recurring Services portion of this Order will be based on the pricing at the time of renewal and will systematically renew unless
written notice of termination has been provided per the master agreement. In the event that a manufacturer increases its prices
for recurring annual services, the increase will be passed along to Client. No more than once per year, MCCi may adjust its recurring
annual services to coincide with current U.S. inflation rates; any increase will not exceed the cumulative increase in the Consumer
Price Index (CPI) occurring since the last price increase.
SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.
REMOTE SERVICES
All service packages include remote time due to COVID-19. If circumstances change to allow onsite services to be performed, a new
quote must be requested.
Page 4 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
1 PRODUCT ORDER & BILLING TERMS
PRODUCT ORDER
MCCi will process Product Orders as follows:
Product/Service Description Timing of Product Order
All Software, Recurring
Annual Support/Subscription,
and Managed Services
• Post Project Kick -Off.
BILLING
MCCi will invoice Client as follows:
Product/Service Description Timing of Billing
All Software, Recurring
Annual Support/Subscription,
and Managed Services
Service Packages
• Initial Sale: Upon delivery of software or activation of the subscription.
■ Annual Renewal: 75 days in advance of expiration date.
• Upon delivery completion and Client acceptance.
MCCi shall not send any invoices, nor claim payment, for any fees or expenses incurred by MCCi until both parties
authorize this Order. Sales tax will be included where applicable and is NOT included in the Pricing section.
Page 5 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
1 SUPPLEMENTAL SUPPORT & ANNUAL SUBSCRIPTION PACKAGES
As your first -tier solution provider, MCCi provides multiple options for technical support. Your annual renewal covers
application break/fix support, version downloads, and continued educational resources. MCCi offers supplemental
support packages to cover remote training, basic configuration services, and maintenance of existing business
processes. MCCi Managed Support Services (MSS) or Process Administration Support Services (PASS) packages are
strongly encouraged to be included with every renewal.
LASERFICHE
PASS
Easy access to our team of Certified Technicians for application break/fix support issues (i.e. error codes,
bug fixes, etc.)+
■
Remote access support through GoToMeeting+
•
Access to product update version and hotfixes (Client Download)*
III
24/7 access to the Laserfiche Support Site and Laserfiche Answers discussion forums+
IN
Software/support credit eligible for Laserfiche platform changes++
II
Additional Remote Basic Training
•
Additional System Settings Consultation
Assistance with Implementation of Version Updates
Annual Review of Administration Settings
•
Priority Offering of Laserfiche CPPs & Laserfiche Empower Registration Scholarships
•
Configuration and maintenance of basic business processes utilizing Laserfiche Forms and Workflow
II
Configuration of Laserfiche Quick Fields sessions
II
Basic Records Management Module Overview Training
III
Administration Configuration Services
IN
Dedicated Certified Professional
III
Proactive recurring consultation calls upon Client's request
III
Annual Review of business process configurations
Institutional Knowledge of Your Solution
Maintenance of MCCi/Client configured complex business processes
Ability to schedule after-hours migrations/upgrades
Monday -Friday 8 am to 10 pm EDT or Saturday -Sunday from 12 pm to 4 pm EDT
Basic JavaScript, CSS and Calculations for Laserfiche Forms*
+ Each Client's Support/Subscription Renewal includes these benefits, regardless of whether a supplemental package is owned.
* Excludes development of new integrations, large-scale development projects, and SQL queries.
** Hours: MCCi allows clients to use their hours for a multitude of services, as long as a request will not start a service that cannot be completed.
None of the packages listed above are intended to be utilized for configuration of a new complex business process. In those instances, a separate
SOW is required.
Page 6 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
LASERFICHE SUPPORT/SUBSCRIPTION
Each Client's Laserfiche Support/Subscription Renewal covers:
• BREAK/FIX SUPPORT
Our team of Certified Support Technicians will assist with break/fix issues including the resolution of error codes,
bugs, etc.
• CONTINUED EDUCATION
Your renewal grants you access to continued education through Webinars, User Groups, Seminars and more!
• REMOTE ACCESS SUPPORT
Our Support Technicians can access your system remotely to resolve issues, saving both time and money.
• LASERFICHE SITE ACCESS
You will have 24/7 access to the Laserfiche support site, which includes whitepapers, case studies, etc. You also
have access Laserfiche answers, an online discussion forum. Ask questions and gain advice for other Laserfiche
users, staff, and solution providers.
• ACCESS TO VERSION UPDATES
Your Laserfiche renewal covers access to download the version updates for your software/subscription.
• SOFTWARE/SUPPORT CREDIT++
When upgrading or trading in perpetual licensing, you will receive a one-time credit of the software and remaining
prepaid support. When moving to Cloud/Subscription, you will receive a one-time credit of the remaining prepaid
support.
PACKAGE DESCRIPTIONS
BUSINESS PROCESS DEFINITIONS
A Workflow, Forms, or Quick Fields process that automates or streamlines an organization -specific process.
• BASIC: A business process requiring minimal configuration and virtually no institutional knowledge, allowing a
MCCi Application Support Analyst to assist with configuration, support, and maintenance of the process.
• COMPLEX: A large business process with extensive configuration that is absolutely mission critical to the
organization.
• EXAMPLES: Large accounts payable process with a high volume of transactions, approval steps, database
lookups, etc. Complex business processes require MCCi's Application Support Analyst to have
institutional/process knowledge to configure the process.
• For new complex Forms, Workflow, and Transparent Records Management configurations, please discuss a
Business Process Configuration Service with your Account Executive or Account Manager.
CLIENT RESPONSIBILITIES (ALL PACKAGES)
• Configuration/maintenance of backups and any general network, security, or operating system settings outside of
your solution (Laserfiche, ABBYY, Blue Prism)
• Management and creation of retention policies related to Records Management Module
• Providing an IT contact (internal or third -party) for MCCi to work with as necessary
• Providing remote access capabilities as needed. If the Client requests MCCi to have unattended access, the Client
assumes all responsibility for the related session(s). The Client will work with MCCi to set up user profiles, user
tags, etc. to allow desired security rights/access.
• For MSS 2, PASS & PASS 2, create/provide process diagrams (and any other necessary paperwork/examples)
Page 7of19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
PROCESS ADMINISTRATION SUPPORT SERVICES (PASS)
MCCi's PASS package provides all of the MSS 2 benefits, plus access to a dedicated representative and the ability to
have recurring calls to discuss your current and upcoming projects. PASS pricing for the advanced block of hours is
based on our Application Support Analyst hourly rate discounted by 10%. The number of hours included is based on
active products and will expire on the same date as your annual renewal.
• DEDICATED LASERFICHE CERTIFIED PROFESSIONAL
While on our MSS 2 level you will have access to our team of Certified Support Professionals, with PASS you will
have a representative dedicated to your organization.
■ SCHEDULED RECURRING CONSULTATION CALLS
Upon your request, your PASS representative will schedule recurring calls with you to discuss your current and
upcoming projects. This helps us stay on the same page with you and ensure tasks and project milestones are
being completed.
SERVICE LEVEL AGREEMENT (SLA)
MCCi's SLAs are offered as additional options to your annual support/subscription. An SLA offers the client escalated
response times depending on the severity of the support issue, as well as other additional benefits. The SLA
documentation and pricing is readily available upon request. MCCi currently has two separate SLAs available:
■ Infrastructure Hosting
• Application Support
THE TRAINING CENTER FOR LASERFICHE
MCCi's Training Center for Laserfiche annual subscription provides an easy, cost-effective way for all users in your
organization to access over 500 Laserfiche training videos.
BENEFITS
• 24/7 access to on -demand Laserfiche training videos and other resources
• Reduction in training expenses
• Caters to all skill levels from Basic Users to Advanced System Administrators
• Unlimited access for your entire organization
• User determined schedule and pacing
• Reduction in internal support and increased user productivity
• Increased efficiency through improved internal usage/adoption
• Instant/budgeted training available in the case of employee turnover
• Enhance your organization's internal Laserfiche training program
*The Training Center subscription gate is based on Laserfiche full and retrieval users.
Page 8of19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
1 SERVICE PACKAGES
IMPLEMENTATION SERVICES PACKAGE
MCCi's certified personnel will administer these services to assist the Client with implementing the
software/subscription components purchased.
MCCi DELIVERABLES
Professional Services may include any of the following for the purchased components:
• Assistance with basic repository configuration and user account setup (Laserfiche only)
• Remote installation and basic configuration of all software components
• Review of implemented solution
LASERFICHE INSTALLATION PACKAGES
CLIENT DELIVERABLES
■ Install SSL/TLS Certificates
■ Open necessary Firewall ports
• Grant remote server access to MCCi to perform installation
MCCi DELIVERABLES
• Install and configure one instance of each application in one environment (i.e. Test, Dev, Staging, QA, etc.) as
outlined in MCCi Assumptions
EXCLUSIONS
• Installing and configuring failover clusters or load balancing
• Configuring servers in DMZs
■ Training
LASERFICHE POWERPACK BY MCCi INSTALLATION AND CONFIGURATION
PACKAGE
MCCi DELIVERABLES
• Install and configure PowerPack
Page 9 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
1 MCCi ASSUMPTIONS
TECHNICAL SUPPORT
Clients may contact MCCi support via MCCi's Online Support Center, email (support@mccinnovations.com), or
telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm
Eastern Time.
PROFESSIONAL SERVICES
CHANGE ORDER PROCESS
Any deviations from the contract will be documented in a Change Order that the Client must execute.
CONFIGURATION ASSISTANCE
Many of our packages list remote configuration assistance for up to a certain number of days. This is based on total
days, not business days.
TRAVEL
MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon.
SCHEDULING
All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling
needs to occur after business hours, additional rates may apply.
DATA/SERVER MIGRATIONS
MCCi is not responsible for the accuracy of existing indexing data and/or image quality, such as errors on the media,
image file corruption, data file corruption, orphaned records, encrypted data, non -supported proprietary formats or
other errors that are not controllable by MCCi.
PRICE ADJUSTMENTS
In the event that a manufacturer increases its prices for recurring annual services, then the increase will be passed
along to Client. No more than once per year, MCCi may adjust its recurring annual services to coincide with current
U.S. inflation rates; any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring
since the last price increase.
RETURN POLICY
Any product returns are reliant on Manufacturer's return policy.
Page 10 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
1 LASERFICHE ASSUMPTIONS
The following assumptions are current as of the date of order. Manufacturer's terms and conditions are subject to change.
HARDWARE REQUIREMENTS & INSTALLATION
The Client is responsible for ensuring they meet the recommended hardware requirements, which are available upon
request. One of each of the following components will be installed as part of your Laserfiche solution by default unless
your pricing, Statement of Work, or written correspondence with you states otherwise:
LASERFICHE RIO
• Laserfiche Server
• Windows Client & Administration Console
• Web Access/Client*
• Mobile
• Federated Search*
• Import Agent (if purchased)
LASERFICHE AVANTE
• Laserfiche Server
• Windows Client & Administration Console
• Web Access/Client*
• Mobile
■ Audit Trail (if purchased)
LASERFICHE SUBSCRIPTION
• Laserfiche Server
• Windows Client & Administration Console
• Web Access/Client*
■ Mobile
• Federated Search*
• Import Agent
• Directory Server (LFDS)*
• Workflow
• Forms*
• Discussions*
• Audit Trail
• Directory Server (LFDS)*
• Workflow
• Forms*
• Import Agent (if purchased)
• Directory Server (LFDS)*
• Records Management
• Workflow
• Forms*
• Discussions*
• Audit Trail
*Requires SSL/TLS Certificate. Client is responsible for acquiring and installing prior to Laserfiche implementation.
Note: Configuring a test environment, setting up an external DMZ, and/or setting up failover/load balancing are not included
by default and must be detailed and priced in Statement of Work to be implemented.
LASERFICHE END USER LICENSE AGREEMENT (EULA)
As part of Client's account activation process, Laserfiche requires acceptance of the Laserfiche EULA, which can be
found at https://www.laserfiche.com/eula/home/.
• By accepting this Order, Client acknowledges Laserfiche's EULA and agrees to abide by its terms and absolve MCCi
of any Laserfiche product -related liability.
LASERFICHE SOFTWARE ASSURANCE PLAN (LSAP)
MCCi acts as first -tier support and works with Laserfiche, who would provide second -tier level support when needed.
Page 11 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
ACTIVE LSAP BENEFITS INCLUDE:
• Easy access to our team of Laserfiche Gold Certified Support Technicians
▪ Remote desktop support through GoToMeeting
• Free Laserfiche version downloads
• Access to continued education through Webinars, User Groups, and Seminars
• Continued access to your Subscription environment (if applicable)
• 100% upgrade credit* for your existing software (in the event of a platform upgrade)
* Excludes moves to Subscription or Cloud
LASERFICHE LATE PAYMENT POLICY
• If payment is not received before your Renewal Date, your Laserfiche support expires. Please allow up to five (5)
business days after receipt of payment for MCCi to process renewal payment to Laserfiche.
• If your on -premises support expires, your access to the Laserfiche website and Laserfiche technicians will no longer
be available until payment is received.
• If your Subscription (if applicable) support expires, your access to Laserfiche will be turned off after 30 days and
your access to the Laserfiche website, and Laserfiche technicians will no longer be available until payment is
received.
• If your support expiration is just due to a late payment, you will still be able to access MCCi Support Technicians
for 30 days.
• However, if there are support issues that require Laserfiche involvement, these issues cannot be resolved until
your support is renewed.
REINSTATEMENT FEES
• After your support has been expired for 30 days, Laserfiche will move your renewal date and will apply
reinstatement fees.
• Fees = 10% of Annual LSAP Total multiplied by the number of expired months
POLICIES
• All maintenance/subscriptions are prepaid and non-refundable.
• One year of LSAP must be purchased for all new products.
• For new systems:
• The support date is set 30 days after MCCi submits software order to Laserfiche.
• For platform upgrades to Avante or Rio:
• The support date is set immediately upon MCCi submitting software order to Laserfiche.
• Remaining months of LSAP can be applied toward the new purchase.
• To receive any available software credit for existing platform software at the time of the
LSAP must be active (i.e. support/maintenance has not expired).
• For product upgrades:
• To receive any available software credit for existing platform software at the time of the
LSAP must be active (i.e. support/maintenance has not expired) and the support date
Client's existing support date.
• For moves from on -premises platforms to Subscription:
• Credits are not available when moving to Laserfiche Subscription
Laserfiche licensing model.
• For additional software: the support date is prorated to match Client's existing support date.
upgrade, the Client's
upgrade, the Client's
is prorated to match
licensing options from
an alternative
Page 12 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
• For Subscription licensing renewals:
• The support will automatically renew unless Laserfiche is notified of intent to cancel at least 30 days prior to
the renewal date.
• If your Laserfiche Subscription invoice remains outstanding 30 days after the renewal date, the entire
Laserfiche system will be deactivated.
• The Subscription renewal invoice will be sent 75 days prior to the anniversary date.
INTEGRATIONS
Third -party Laserfiche integrations or utilities may consume one or more Laserfiche user licenses depending on how
the vendor designed and coded the integration. These additional licensing needs should be verified by the Client and
considered in the user licensing purchased.
LASERFICHE SOLUTION PROVIDER OF RECORD
As your current Solution Provider of Record, Laserfiche's policy dictates that MCCi is the only Solution Provider that
can download software licenses and activations for you. Unless you decide to cancel your contract with MCCi or work
with Laserfiche to formally change your Laserfiche Solution Provider of Record, future software purchases, upgrades,
and support renewals will be processed and provided solely by MCCi.
LASERFICHE RIO SHARED SERVICES PROVISIONS
The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Laserfiche corporate.
For Laserfiche corporate licensing rules, there can only be one licensed entity per Laserfiche Rio platform. Licensing is
non-transferrable. Additionally, the Host Entity is responsible for cost allocation among the other entities that are
utilizing its Laserfiche Rio Platform and for being the main point of contact for support provided through MCCi. The
account can only be renewed once all entities have paid for the full LSAP.
CLIENT SOLUTION CUSTOMIZATIONS
The Client may also choose to customize their system internally, without MCCi's help. MCCi is not responsible for any
damages caused by the user's customization of the system. MCCi will not be held responsible for correcting any
problems that may occur from these customizations. Routine updates to Laserfiche may affect any customizations
made by the user. If MCCi's help is required to correct/update any customizations made by the Client, appropriate
charges will apply.
CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, the Client must provide timely access to technical resources.
The Client must provide adequate technical support for all MCCi installation and support services. If the Client does
not have "in-house" technical support, it is the Client's responsibility to make available the appropriate Information
Technology resources/consultant when needed.
Page 13 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
LASERFICHE DEFINITIONS
To determine which licenses are applicable, please refer to the Pricing section. Your specific implementation may not include
all features below.
LASERFICHE WORKFLOW
Automates business processes, such as approvals, routing based on conditions, or database integrations, improving
consistency with how records are filed in Laserfiche.
LASERFICHE SNAPSHOT
Print directly into Laserfiche, capturing a "snapshot" of the electronic file at the time. These files are saved in TIFF
format, an unalterable image.
LASERFICHE EMAIL PLUG-IN
Allows instant electronic document distribution via standard MAPI-compliant e-mail applications. This feature is
included in every Full User and Retrieval User license.
LASERFICHE WEB ACCESS
A web -based thin client, offering virtually all document management capabilities of the standard Laserfiche interface.
Web Access allows your IT staff to roll out high -volume Laserfiche access and version updates without increasing your
organization's application support burden. Web Access also includes access to Laserfiche Mobile and the Laserfiche
SharePoint Integration resources.
LASERFICHE SHAREPOINT INTEGRATION
The SharePoint Integration (SPI) is built on the power of Laserfiche Web Access, a Section 508-compliant thin client
that reduces installation, support, and maintenance requirements. The integration requires an on -premises
installation of SharePoint.
LASERFICHE MOBILE/WEB ACCESS LIGHT
Let's organizations access the features of the Laserfiche Client through a smartphone or tablet. They can remotely
capture, edit, and search for documents, interact with Laserfiche Forms and start/participate in a business process.
Mobile is available for iOS, Windows, and Android devices. Laserfiche Web Access or Laserfiche Forms is required for
any/all mobile access options.
LASERFICHE DIGITAL SIGNATURES
A way of indicating that a document signature is authentic and has not been modified since the signature was applied.
Allows users to automatically sign and validate documents directly in the Laserfiche Client or Laserfiche Web Access.
LASERFICHE AUDIT TRAIL MODULES
STARTER EDITION
Tracks basic events that occur in the repository and that involve accessing, modifying, or exporting data. Basic events
include creating, editing, printing, or deleting documents, creating annotations, and assigning metadata.
STANDARD EDITION
Builds on the Starter Edition by tracking additional security/access-related events, and unsuccessful attempts to
perform actions, such as failed attempts to access or print documents.
Page 14 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
ADVANCED EDITION
All the functionality of the other two editions, and tracks more events including password changes, creation or
modification of users and groups, and changes to repository -wide settings. It can also track all searches users perform,
require users to enter reasons for performing certain actions, and automatically add watermarks to printed
documents.
LASERFICHE FORMS
Laserfiche Forms allows organizations to create electronic fillable forms for collection and processing information and
has flexible design options to meet your organization's needs. You can:
• Create custom forms from a library of field or selection elements.
• Utilize the Business process library includes (10.1+) a digital library of prebuilt form templates designed for easier
process automation deployment
• Automate business processes for form data to follow, such as decision -making, emailing, or approvals (dynamic
behaviors available with CSS and JavaScript).
■ Role -based security is included to allow and restrict access to necessary functions for form submitters, reviewers,
approvers, form creators, and system administrators.
Reporting tools allow different views of details on submitted forms such as:
• User view of details about all submitted forms.
• Approver "dashboard" of submissions awaiting approval.
■ Administrator views of all submissions by form and approval status.
■ Forms can be used internally or externally (with the appropriate licensing). Publication options include a login to
forms system, public URL, secure URL, or embedded into a webpage.
Feature
Business process and form creation functionality*
Forms Essentials
■
Forms Professional
■
Operational Dashboard
■
■
View basic reports on process instances, tasks, and_process data
■
■
Teams
■
■
Direct Approval through Email
■
■
Database Lookups
■
Performance Dashboard
■
Enhanced reporting with built-in data aggregation options such as count,
sum, min, max, average, and median
■
Create advanced reports with data visualizations including charts and
graphs
MI
Payment Gateway (Compatible Payment Processor Account Required)
■
* IncludesJavaScript/CSS, field rules, and form themes
Page 15 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
LASERFICHE IMPORT AGENT
Automatically retrieves files stored in a Windows folder and imports them into a Laserfiche repository, performing
OCR as part of the process.
LASERFICHE PUBLIC PORTAL - WEBLINKT"'
The WebLink module publishes select documents in a Laserfiche repository to an intranet or the Internet in read-only
form. Built on ASP .NET, WebLink can be customized to match the look and feel of an organization's Internet or intranet
site.
LASERFICHE RECORDS MANAGEMENT
The Records Management module allows for managing the complete life cycle of records in Laserfiche to include
retention schedule management, legal holds/record freezes, disposition and vital record management, etc.
LASERFICHE QUICK FIELDS (QF) BATCH PROCESSING TOOLS
High volume capture software that automates document import, classification, and indexing. Quick Fields transforms
data capture from a costly and labor-intensive operation into an efficient process, improving the speed and accuracy
of data capture. QF is a prerequisite for the following:
QF BAR CODE VALIDATION PACKAGE
The Bar Code add -on reads bar codes on a specified page, identifying pages, populating fields, determine document
names, or determining file location. Bar Code is very powerful when combined with Real Time Lookup. Supported
barcode formats: Coda bar, CODE 39, CODE 128, EAN 8, EAN 13, Interleaved 2 of 5, UPCA, and UPCE.
QF REAL-TIME LOOK UP VALIDATION PACKAGE
Lookup populates template fields and validates metadata by retrieving data stored in third -party databases and other
applications.
QF ZONE OCR VALIDATION PACKAGE
The Zone OCR (Optical Character Recognition) add -on will scan a specific zone on an image for text. The data returned
by this process can be used for identifying pages, populating fields, determine document names, or determining file
location.
QF FORMS ALIGNMENT
Automatically repositions scanned documents to match a master form, correcting for scanning errors and improving
data extraction.
QF DOCUMENT CLASSIFICATION
Designed for clients who handle multiple forms and document types.
QF AUTO STAMP/REDACTION/BATES NUMBERING
A document auto -numbering annotation option.
QF OPTICAL MARK RECOGNITION
Detects handwritten information, including marks on surveys.
QF AGENT
Enables administrators to schedule QF processing without operator intervention.
QF FORMS IDENTIFICATION
Page 16 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
Automatically recognizes the document based on its overall structure, even in the absence of bar codes, form data or
other distinguishing information.
QF FORMS EXTRACTOR
Removes form outlines to isolate data for more accurate capture.
QF SCRIPTING KIT
Offers a QF script editor, allowing developers to write C# and VB.Net Scripts.
LASERFICHE POWERPACK BY MCCi
A suite of tools that have been developed to help clients do more with their Laserfiche system including an analytics
dashboard with reporting, custom workflow activities, mass OCR capabilities, and more. MCCi will continue to add
useful tools to the PowerPack regularly based on client suggestions and our own Laserfiche experts' input. Requires a
dedicated Laserfiche user license.
ANALYTICS DASHBOARD & REPORTING
PowerPack's Analytics Dashboard allows you to have a better understanding of your Laserfiche system content. An
easy -to -use central dashboard lets you see useful information about your repositories such as number and size of
your documents, who's creating the most content, where you have duplicates, and much more.
• Dashboard & drilldown reports
• Documents types, counts, and size
• Volume size and document counts
• Documents created by user
• Duplicates
OCR (OPTICAL CHARACTER RECOGNITION) SCHEDULER
A simple, effective, and efficient way to mass OCR documents in Laserfiche. It allows administrators to configure
multiple OCR sessions and ensure OCR is being completed, without end user interaction.
• Installed application, generally on a server, that runs as a service that schedules a user to log in to the repository
and extract text from documents in a specified folder
CUSTOM WORKFLOW ACTIVITIES
We have built custom workflow activities to extend the power of the workflow module. Once installed, these activities
look the same as the workflow activities that come with Laserfiche but give you advanced capabilities that Laserfiche
does not currently provide.
• PDF TO TIFF
This activity takes a PDF document within Laserfiche and creates a new TIFF image from it. By combining with other
existing workflow activities, users can dynamically choose the input and output path of these documents and
merge these documents together while copying metadata and security settings.
• EMAIL ARCHIVAL
This is a set of email -related activities that give workflow the ability to connect to a single email account and
perform a variety of functions. Get email counts, store email attachments, store full email, use email data to trigger
workflows actions or apply to templates, and more.
• SET OF 7 WORKFLOW ACTIVITIES:
1. Create E-Mail Connection: Activity that sets up an IMAP connection for an email address. The connection can
then be used in other PowerPack E-Mail activities.
Page 17 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
2. Retrieve E-Mail List: Activity retrieves a list of email identifiers for the account specified in the IMAP
Connection field
3. Retrieve Single E-Mail: Activity gets information about an IMAP E-Mail message item
4. Store E-Mail: Activity downloads an email in a *.eml format to the Laserfiche Repository
5. Retrieve E-Mail Attachment: Activity that retrieves information about an E-Mail attachment
6. Store Attachment: Activity that downloads an attachment from a specified IMAP account given an E-Mail ID
and Attachment ID
7. Mark Mail Message: Activity sets whether an IMAP message is marked as read or unread and can also move
the email to a subfolder in the email inbox
1 LASERFICHE INTEGRATIONS DEFINITIONS
To determine which licenses are applicable, please refer to the Pricing section. Your specific implementation may not include
all features below.
LASERFICHE INTEGRATOR'S TOOLKIT (SDK)
Provides the tools and documentation necessary for customizing Laserfiche and integrating Laserfiche with other
applications.
Page 18 of 19
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
UPGRADE TO LASERFICHE RIO ORDER
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 1 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi, LLC CITY OF PEARLAND, TX ("Client")
E-SIGNED by Victor D'Aurio
Signed: on 2020-10-16 19:28:19 GMT
Name: Victor D'Aurio
Title: COO Title: �1 Gy)/ PA
Date: October 16, 2020 Date: keAk(ob4`t)
Signed: '
Name: 3D*- '- . %PoP*-1W"
Page 19 of 19
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 61155
MCCI CONSULTING SERVICES ORDER
Pursuant to Master Services Agreement No. 2 ("Agreement"):
This MCCi Consulting Services Order, designated as Addendum No. 2 is entered into as of 2020 ("Addendum Effective Date") , by
and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision
of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set
forth in the Agreement. This Order supersedes any previous quote or proposals received.
(Remainder of Page Intentionally Left Blank)
Page 1 of 6
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 61155
MCCi CONSULTING SERVICES ORDER
1 PRICING: LASERFICHE
MCCi Professional Services
▪ Onsite Rate
Travel expenses included.
Q Project Manager Rate
2 Certified Project Manager Rate
Q Systems Engineer Rate
O Development Rate
Qty. Cost
One Day $3,000.00
Two or More Days $2,500.00
Per Hour $205.00
Per Hour $250.00
Per Hour $205.00
Per Hour $250.00
Client Authorization
Expiration/Renewal Date (Funding will be available and authorized up and until this date): 12/31/2020
Not to Exceed Total $49,500.00
For budgetary purposes, the Client should include a minimum of $49,500.00 in annual budget for renewal of MCCi Consulting Services listed
above. Once the Not to Exceed Total is met, MCCi requires written approval to renew the terms of this agreement, and to officially create a
new order for an approved block of services MCCi that will bill against until meeting the not to exceed dollar amount.
Page 2 of 6
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 61155
MCCi CONSULTING SERVICES ORDER
1 BILLING TERMS
MCCi will invoice one hundred percent (100%) of the days/hours of services completed on a monthly basis. To initiate
services, MCCi requires a signed copy of this agreement or a Purchase Order that includes this agreement as an exhibit.
Note that if no expiration/renewal date is noted in this agreement or on the Client's purchase order and service billings
cross over budget years, it is the Client's responsibility to handle internal funding/purchase order requirements related
to any funding issues. The Client is responsible for compensating MCCi for any work completed up and until notice of
funding issues related to an active contract.
SERVICES PROVIDED
The Client is requesting ongoing MCCi Consulting Services to assist with its MCCi-implemented solutions. MCCi
Consulting Services enable the Client to move forward with projects related to your MCCi-implemented solutions in
the absence of having the required internal resources and/or in the absence of its qualified resources having the time
available. MCCi Consulting Services are designed to be highly collaborative and to effectively extend the Client's team
by incorporating services from MCCi Certified Professionals on an annual basis.
The type of assistance required may include:
1. Business Process Requirements Gathering and SOW drafting
2. Recurring Status and Strategy Meetings (Required)
3. Configuration of Client -Owned Solution Components
4. Training on Solution Components and/or configured Business Processes
5. Integration/Developer Assistance
Remote or Onsite time as required and agreed upon between MCCi and Client.
Page 3 of 6
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 61155
MCCi CONSULTING SERVICES ORDER
1 MCCi CONSULTING SERVICES ASSUMPTIONS
1. Resource Assignment: MCCi will assign a MCCi Project Manager, who will be the primary MCCi Consulting Services
contact for the Client. The MCCI Project Manager will engage other MCCi resources for any services they are not able to
deliver themselves.
2. Not to Exceed Dollar Amount: Once the not to exceed amount of dollars is reached, the Client may choose to
authorize MCCi to increase the not to exceed dollar amount of this agreement and define a new time period. Written
authorization is required.
3. Rates: Rates are locked in for the period specified in the initial agreement or at the time of renewal/authorization of
additional services. If no time period is stated, rates may be adjusted annually if MCCi's standard rates increase.
4. Termination: Initial guaranteed time -period of these services is based on the expiration date listed in the SOW/Pricing
section. If an expiration date is not noted the time period is 12 months, commencing on the first day MCCi's
Resource(s) provide services. After completion of the initial time period (or reaching the not to exceed dollar amount in
advance of the date), the Client must provide 60 days advanced written notice regarding intentions to renew for
another time period/not to exceed amount. Otherwise, the Client acknowledges an increase level of risk in disrupting
work in progress and or the possibility of having a different MCCi resource assigned.
5. Limited Liability: Notwithstanding anything in this Agreement to the contrary, MCCi's total liability to the Client for any
and all claims, damages, or liability (including, but not limited to contract, tort, negligence, statutory, or other causes of
action) arising out of or related in any way to this agreement or the products or services being provided by MCCi to
Client shall be strictly limited to the project fees paid to MCCi by the Client for the preceding 12-month period
immediately preceding the event giving rise to the claim by the Client, and shall also be limited to the fees paid to MCCi
for the particular service/product that the Client's claim was caused by or arose out of. [For example, if the Client is
paying MCCi for both product and Infrastructure Hosting Services, and the claim arises from an Infrastructure Hosting
Services problem, then the liability limitation would be the 12-months fees paid for Infrastructure Hosting Services and
would not include the fees paid for products.]
6. No Hire Clause: Client and MCCi agree that during the period that this agreement is in force, including extensions or
modifications thereto, and for an additional 12 months following this period, neither Client nor MCCi will actively
recruit, or solicit employees or independent contractors of either company, or the employees of any of the other
Subcontractors; who are on active payroll status and are currently participating in this Program, without the prior
written approval of the parry whose employee or independent contractor is being considered for employment. This
does not prohibit any employee from responding to or pursuing employment opportunities through normal media
channels, i.e. newspapers, professional journals, etc. so long as it is not related to this particular program and that it is
not an attempt to avoid the intent of the above restriction. If, during the term of, or within (12) months after the
termination of the performance period of this agreement, Client hires directly, or indirectly contracts with any of
MCCi's personnel for the performance of systems engineering and/or related services hereunder, Client agrees to pay
MCCi 125% of the fees paid to, or in favor of such personnel for one (1) year after such personnel separates from
service with MCCi.
7. Client Responsibilities:
a. Client will conduct business in a courteous and professional manner with MCCi.
b. Project Manager: Client will assign an internal Project Manager that will be involved and work with MCCi on all
projects.
c. Workspace: Client will provide workspaces for MCCi staff if/when MCCi is required to come onsite.
d. Onsite Resources: Client will provide MCCi resources (if necessary) with a laptop, secure access, and access to
other technical equipment as needed.
e. Security Access: Client will provide (if necessary), MCCi with security badges to ensure building access, at no
additional cost to MCCi.
f. HR/Internal Training: Client will provide any necessary HR/internal training at no additional cost to MCCi.
Page 4 of 6
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 61155
MCCi CONSULTING SERVICES ORDER
g. Software Configuration and Maintenance: Client will configure and maintain all non-MCCi-implemented software.
h. Data Backup and Disaster Recovery Plans: MCCi is not responsible for creating or maintaining a backup and
recovery plan for the MCCi-implemented solution. This is the Client's responsibility.
i. Testing of Configurations: Client is responsible for testing all software configurations completed by MCCi, and
therefore waives any and all liability to MCCi for any fees, damages, etc., that could be related to software
configuration services performed by MCCi.
■ Use of Asana: Through the course of this project, MCCi may choose to utilize the third -party service Asana
(http://www.asana.com) for project management and team collaboration. Documentation and correspondence
exchanged between MCCi and Client may be stored in Asana.
Page 5 of 6
ADDENDUM NO. 2 TO MASTER SERVICES AGREEMENT NO. 61155
MCCi CONSULTING SERVICES ORDER
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 2 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi, LLC CITY OF PEARLAND, TX ("Client")
E-SIGNED by Victor D'Aurio 1A, - '% /�
Signed: °n 2020-10-16 19:28:37 GMT Signed: Y y• k�J�+`
Name: Victor D'Aurio Name: - .A, 5 . 130`)
Title: COO Title: N ACT?- W `%`>rv"'•
Date:
October 16, 2020 Date: 1frAk ' . 0
Page 6 of 6
ADDENDUM NO. 3-REVISION NO, 1 TO MASTER SERVICES AGREEMENT NO. 61155
MCCI CONSULTING SERVICES - CHANGE ORDER TO #315567 ORDER
Pursuant to Master Services Agreement No. 61155 ("Agreement"):
This MCCi Consulting Services - Change Order to #315567Order, designated as Addendum No. 3-Revision No. 1 is entered into as of
2020 ("Addendum Effective Date") , by and between MCCi and Client and is hereby incorporated into the Agreement and made a part hereof. If
there is any conflict between a provision of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise
defined herein shall have the meaning set forth in the Agreement. This Order supersedes any previous quote or proposals received.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 3-Revision No. 1 to be executed by their respective duly authorized
representatives as of the Addendum Effective Date.
MCCi, LLC
E- N by Donny Barstow
on -19 11:41:16 GMT
Signed:
Name: Donny Barstow
President & CEO
Title:
February 19, 2021
Date:
PEARLA i TX ("Clie
Signed
Name
Title:
Date:
Addendum No. 3-Revision No. 1 to Master Services Agreement No. 61155 Page 1 of 5
ADDENDUM NO. 3-REVISION NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
MCCI CONSULTING SERVICES - CHANGE ORDER TO #315567 ORDER
1 PRICING: LASERFICHE
Change Order addressing the reduction in available funds from $49,500 to $30,000, detailed below.
MCCi Professional Services
[J1 Onsite Rate
Travel expenses included.
[J1 Project Manager Rate
[J1 Certified Project Manager Rate
El Systems Engineer Rate
El Development Rate
Client Authorization
Qty. Cost
One Day
Two or More Days
$3,000.00
$2,500.00
Per Hour $205.00
Per Hour $250.00
Per Hour $205.00
Per Hour $250.00
Expiration/Renewal Date (Funding will be available and authorized up and until this date):
Not to Exceed Total
9/30/2021
$30, 000.00
For budgetary purposes, the Client should include a minimum of $30,000.00 in annual budget for renewal of MCCi Consulting Services
listed above. Once the Not to Exceed Total is met, MCCi requires written approval to renew the terms of this agreement, and to officially
create a new order for an approved block of services MCCi that will bill against until meeting the not to exceed dollar amount.
Addendum No. 3-Revision No. 1 to Master Services Agreement No. 61155 Page 2 of 5
ADDENDUM NO. 3-REVISION NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
MCCI CONSULTING SERVICES - CHANGE ORDER TO #315567 ORDER
1 BILLING TERMS
MCCi will invoice one hundred percent (100%) of the days/hours of services completed on a monthly basis. To initiate
services, MCCi requires a signed copy of this agreement or a Purchase Order that includes this agreement as an
exhibit. Note that if no expiration/renewal date is noted in this agreement or on the Client's purchase order and
service billings cross over budget years, it is the Client's responsibility to handle internal funding/purchase order
requirements related to any funding issues. The Client is responsible for compensating MCCi for any work completed
up and until notice of funding issues related to an active contract.
SERVICES PROVIDED
The Client is requesting ongoing MCCi Consulting Services to assist with its MCCi-implemented solutions. MCCi
Consulting Services enable the Client to move forward with projects related to your MCCi-implemented solutions in
the absence of having the required internal resources and/or in the absence of its qualified resources having the time
available. MCCi Consulting Services are designed to be highly collaborative and to effectively extend the Client's team
by incorporating services from MCCi Certified Professionals on an annual basis.
The type of assistance required may include:
1. Business Process Requirements Gathering and SOW drafting
2. Recurring Status and Strategy Meetings (Required)
3. Configuration of Client -Owned Solution Components
4. Training on Solution Components and/or configured Business Processes
5. Integration/Developer Assistance
Remote or Onsite time as required and agreed upon between MCCi and Client.
Addendum No. 3-Revision No. 1 to Master Services Agreement No. 61155 Page 3 of 5
ADDENDUM NO. 3-REVISION NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
MCCI CONSULTING SERVICES - CHANGE ORDER TO #315567 ORDER
1 MCCi CONSULTING SERVICES ASSUMPTIONS
1. Resource Assignment: MCCi will assign a MCCi Project Manager, who will be the primary MCCi Consulting Services
contact for the Client. The MCCI Project Manager will engage other MCCi resources for any services they are not able
to deliver themselves.
2. Not to Exceed Dollar Amount: Once the not to exceed amount of dollars is reached, the Client may choose to
authorize MCCi to increase the not to exceed dollar amount of this agreement and define a new time period. Written
authorization is required.
3. Rates: Rates are locked in for the period specified in the initial agreement or at the time of renewal/authorization of
additional services. If no time period is stated, rates may be adjusted annually if MCCi's standard rates increase.
4. Termination: Initial guaranteed time -period of these services is based on the expiration date listed in the
SOW/Pricing section. If an expiration date is not noted the time period is 12 months, commencing on the first day
MCCi's Resource(s) provide services. After completion of the initial time period (or reaching the not to exceed dollar
amount in advance of the date), the Client must provide 60 days advanced written notice regarding intentions to
renew for another time period/not to exceed amount. Otherwise, the Client acknowledges an increase level of risk in
disrupting work in progress and or the possibility of having a different MCCi resource assigned.
5. Limited Liability: Notwithstanding anything in this Agreement to the contrary, MCCi's total liability to the Client for
any and all claims, damages, or liability (including, but not limited to contract, tort, negligence, statutory, or other
causes of action) arising out of or related in any way to this agreement or the products or services being provided by
MCCi to Client shall be strictly limited to the project fees paid to MCCi by the Client for the preceding 12-month period
immediately preceding the event giving rise to the claim by the Client, and shall also be limited to the fees paid to
MCCi for the particular service/product that the Client's claim was caused by or arose out of. [For example, if the
Client is paying MCCi for both product and Infrastructure Hosting Services, and the claim arises from an Infrastructure
Hosting Services problem, then the liability limitation would be the 12-months fees paid for Infrastructure Hosting
Services and would not include the fees paid for products.]
6. No Hire Clause: Client and MCCi agree that during the period that this agreement is in force, including extensions or
modifications thereto, and for an additional 12 months following this period, neither Client nor MCCi will actively
recruit, or solicit employees or independent contractors of either company, or the employees of any of the other
Subcontractors; who are on active payroll status and are currently participating in this Program, without the prior
written approval of the party whose employee or independent contractor is being considered for employment. This
does not prohibit any employee from responding to or pursuing employment opportunities through normal media
channels, i.e. newspapers, professional journals, etc. so long as it is not related to this particular program and that it is
not an attempt to avoid the intent of the above restriction. If, during the term of, or within (12) months after the
termination of the performance period of this agreement, Client hires directly, or indirectly contracts with any of
MCCi's personnel for the performance of systems engineering and/or related services hereunder, Client agrees to pay
MCCi 125% of the fees paid to, or in favor of such personnel for one (1) year after such personnel separates from
service with MCCi.
7. Client Responsibilities:
a. Client will conduct business in a courteous and professional manner with MCCi.
b. Project Manager: Client will assign an internal Project Manager that will be involved and work with MCCi on all
projects.
c. Workspace: Client will provide workspaces for MCCi staff if/when MCCi is required to come onsite.
d. Onsite Resources: Client will provide MCCi resources (if necessary) with a laptop, secure access, and access to
other technical equipment as needed.
e. Security Access: Client will provide (if necessary), MCCi with security badges to ensure building access, at no
additional cost to MCCi.
f. HR/Internal Training: Client will provide any necessary HR/internal training at no additional cost to MCCi.
Addendum No. 3-Revision No. 1 to Master Services Agreement No. 61155 Page 4 of 5
ADDENDUM NO. 3-REVISION NO. 1 TO MASTER SERVICES AGREEMENT NO. 61155
MCCI CONSULTING SERVICES - CHANGE ORDER TO #315567 ORDER
g. Software Configuration and Maintenance: Client will configure and maintain all non-MCCi-implemented
software.
h. Data Backup and Disaster Recovery Plans: MCCi is not responsible for creating or maintaining a backup and
recovery plan for the MCCi-implemented solution. This is the Client's responsibility.
i. Testing of Configurations: Client is responsible for testing all software configurations completed by MCCi, and
therefore waives any and all liability to MCCi for any fees, damages, etc., that could be related to software
configuration services performed by MCCi.
• Use of Asana: Through the course of this project, MCCi may choose to utilize the third -party service Asana
(http://www.asana.com) for project management and team collaboration. Documentation and correspondence
exchanged between MCCi and Client may be stored in Asana.
Addendum No. 3-Revision No. 1 to Master Services Agreement No. 61155 Page 5 of 5
CHANGE ORDER NUMBER 01
To Addendum NO. 3-Revision NO. 1 to Master Services Agreement NO. 61155
This is Change Order Number 01 ("CO") to Addendum NO. 3 - Revision NO. 1 ("Order") dated 02/11/2021 by and
between MCCi, LLC ("MCCi") and City of Pearland ("Client") subject to the terms of the Master Services Agreement
NO. 61155 ("Master Legal Agreement"). MCCi and Client may be referred to individually as a "Party" or collectively as
the "Parties". Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in
the Master Legal Agreement or the Order.
The Parties desire to amend the Order as follows:
Order Document Title
Date
02/11/2021 Addendum No. 3
09/15/2021 Change Order 01
Summary Financial Impact
MCCi Consulting Services Order
Remove Expiration Date of 9/30/2021
Cumulative Totals
All other terms to the Order remain unchanged.
$30,000.00
$0.00
$30,000.00
IN WITNESS WHEREOF, the parties have caused this CO to be signed by their respective duly authorized
representatives as of the date last written below:
MCCi, LLC
CITY
E-SIGD by Donny Barstow
By: on 2 12-01 17:41:33 GMT By:
Name:
Donny Barstow
Name:
President & CEO
Title:
December 01, 2021
Date: Date:
Title:
MCCi I Change Order
Page 1 of 1
ADDENDUM NO. 4 TO MASTER SERVICES AGREEMENT NO. 61155
LASERFICHE EXPANSION ORDER
Addendum No. 4 to Master Services Agreement No. 61155 Page 1 of 6
Pursuant to Master Services Agreement No. 61155 ("Agreement"):
This Laserfiche Expansion Order, designated as Addendum No. 4 is entered into as of _________________, 2021 (“Addendum Effective Date”), by and
between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the
Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement. This Order supersedes any previous quote or proposals received.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 4 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi, LLC CITY OF PEARLAND (“Client”)
Signed: __________________________ Signed: ___________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
Addendum No. 4 to Master Services Agreement No. 61155 Page 2 of 6
PRICING: LASERFICHE RIO EXPANSION
3717 Apalachee Parkway, Suite 201 Bill /Ship to: Jennifer Cadmus
Tallahassee, FL 32311 jcadmus@pearlandtx.gov
850.701.0725 cc AP Contact: croan@pearlandtx.gov
850.564.7496 fax
Client Name: City of Pearland Order Date: October 12, 2021
Quote Number: 21530
Order Type: Expansion
Product Description: Qty. Unit Cost BuyBoard
#625-20 Annual Total
LASERFICHE ANNUAL SUBSCRIPTION - BASIC
Laserfiche Participant User Subscription (10-199 Users) 26 $110.00 $104.50 $2,717.00
Laserfiche Annual Recurring Subscription Subtotal $2,717.00
GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $2,717.00
TOTAL LASERFICHE COST $2,717.00
All Order Pricing Expires in 30 Days
This is NOT an invoice. Please use this confirmation to initiate your purchasing process.
RECURRING SERVICES
The Recurring Services portion of this Order will be based on the pricing at the time of renewal. It will systematically
renew unless written notice of termination has been provided per the master agreement. In the event that a
manufacturer increases its prices for recurring annual services, the increase will be passed along to the Client. No
more than once per year, MCCi may adjust its recurring annual services to coincide with current U.S. inflation rates;
any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price
increase.
SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.
Addendum No. 4 to Master Services Agreement No. 61155 Page 3 of 6
PRODUCT ORDER TERMS
MCCi will process Product Orders as follows:
Product/Service Description Timing of Product Order
All Software, Recurring Annual
Support/Subscription, and
Supplemental Support Services
Within 30 days of receipt of Order
The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of
start dates for 3rd party manufacturer products are subject to each manufacturer’s current policy.
BILLING TERMS
MCCi will invoice Client as follows:
Product/Service Description Timing of Billing
All Software, Recurring Annual
Support/Subscription, and
Supplemental Support Services
▪ Initial Sale: Upon delivery of software or activation of the subscription
▪ Annual Renewal: 75 days in advance of expiration date
MCCi shall not send any invoices nor claim payment for any fees or expenses incurred by MCCi until both parties
authorize this Order. Sales tax will be invoiced where applicable and is NOT included in the Pricing section.
Addendum No. 4 to Master Services Agreement No. 61155 Page 4 of 6
MCCi ASSUMPTIONS
TECHNICAL SUPPORT
Clients may contact MCCi support via MCCi’s Online Support Center, email (support@mccinnovations.com), or
telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm
Eastern Time.
RETURN POLICY
Any product returns are subject to the manufacturer’s return policy.
LIMITED LIABILITY
If the Master Agreement is silent on each Parties’ limited liability, liability is limited to the amount of dollars received
by MCCi directly associated with this Order.
PRE-EXISTING INTELLECTUAL PROPERTY (IP)
The following products noted below are deemed Pre-existing IP as defined in the Master Agreement and are not
considered “Works Made for Hire” and as such all rights, title or interest remains with MCCi. Client shall retain, a non -
exclusive, royalty-free, world-wide, perpetual license to use th e product(s) is such product(s) is integrated into the
solution purchased by Client.
▪ Laserfiche PowerPack by MCCi
▪ Laserfiche EnerGov Integration by MCCi
▪ Laserfiche Neogov Integration by MCCi
▪ GoFiche Suite for Avante/Rio/Subscription
▪ Common Web Service API for Laserfiche
CLIENT SOLUTION CUSTOMIZATIONS
Client may also choose to customize their system internally, without MCCi’s help. MCCi is not responsible for any
damages caused by the user’s customization of the system not performed by MCCi. MCC i will not be held responsible
for correcting any problems that may occur from these customizations. Routine updates to as provided by software
manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is required to
correct/update any customizations made by any entity other than MCCi, appropriate charges will apply.
CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources .
Client must provide adequate technical support for all MCCi installation and support services. If Client does not have
“in-house” technical support, it is Client’s responsibility to make available the appropriate Information Technology
resources/consultant when needed.
Addendum No. 4 to Master Services Agreement No. 61155 Page 5 of 6
LASERFICHE ASSUMPTIONS
The following assumptions are current as of the date of order. Manufacturer’s terms and conditions are subject to change.
LASERFICHE END USER LICENSE AGREEMENT (EULA)
By accepting this Order, Client acknowledges Laserfiche’s EULA and agrees to abide by its terms and absolve MCCi of
any Laserfiche product-related liability.
LASERFICHE SOFTWARE SUPPORT PLAN
MCCi acts as first-tier support and works with Laserfiche, who would provide second-tier level support when needed.
Laserfiche software support plans are applicable to actively supported perpetual software and are bundled with on -
premises Subscription and Cloud systems. All software support plans are on a yearly subscription basis and
accompany the applicable software product designed, developed, created, written, owned, or licensed by Laserfiche.
On-premises Subscription and Cloud system subscribers are advised to export data from their Laserfiche system
prior to cancellation or any other termination.
ACTIVE LASERFICHE SOFTWARE SUPPORT PLAN BENEFITS INCLUDE:
▪ Easy remote access to MCCi’s team of Laserfiche Gold Certified Support Technicians
▪ Access to new product update versions and hotfixes
▪ Software credit eligibility for product upgrades, as determined by Laserfiche’s then current policy
▪ Continued access to Client’s Laserfiche solution*
* Specific to Laserfiche Cloud and Laserfiche on-premises Subscription licensed Clients
POLICIES
▪ To receive periodic product updates for a Laserfiche Software Solution, its associated software support plan must
be purchased and maintained throughout the software term.
▪ All software support plan subscriptions are annual, prepaid and non -refundable
▪ The annual term start date for new systems is established by Laserf iche at the time MCCi submits an order to
Laserfiche on Client’s behalf.
▪ For platform upgrades, software and support credit eligibility is determined by Laserfiche’s then current policy.
To receive any available software or support credit, Client’s support plan must be active (i.e., support plan has not
expired)
▪ For expansion purchases, the applicable service period is prorated to match Client’s existing or future service
period, which is dependent on Laserfiche’s then current policy and the timing of the expansion order vs. the
Client’s annual service period renewal date (i.e. prorating for less than four months may not be permittable due
to the timing of renewal invoicing.)
LATE PAYMENTS
▪ If payment is not received before Client’s renewal date, Client’s L aserfiche software support plan expires. Please
allow up to five (5) business days after receipt of payment for MCCi to process renewal payment to Laserfiche.
▪ Impact of Expiration:
▪ Client will be able to access MCCi Support Technicians for 30 days post expiration. However, if there are support
issues that require Laserfiche involvement, these issues cannot be resolved until Client’s support is renewed.
▪ Perpetual software support plan: Access to the Laserfiche support website and Laserfiche technicians w ill no
longer be available until MCCi receives Client’s renewal payment and processes payment to Laserfiche.
▪ Laserfiche on-premises Subscription or Laserfiche Cloud: Access to Client’s Laserfiche solution will be turned off
after 30 days and Client’s access to the Laserfiche support website, and Laserfiche technicians will no longer be
Addendum No. 4 to Master Services Agreement No. 61155 Page 6 of 6
available until MCCi receives Client’s renewal payment and processes payment to Laserfiche. Laserfiche on -
premises Subscription Clients must reactivate the on -premises Subscription system following payment of the
software support plan renewal to ensure uninterrupted usage.
▪ Reinstatement Fees: In order to receive uninterrupted support for perpetual on -premises Laserfiche Software
Solutions, Client must maintain a software support plan for the term of the Laserfiche Software Solution. In the
event that Client’s software support plan is expired for more than 45 days, the plan will need to be reinstated.
Reinstatements reset the annual date of the software support plan, and the cost includes one year of the software
support plan in addition to the Reinstatement Fee. The Reinstatement Fee is a 10% markup on the lapsed value
of the software support plan. The Reinstatement Fee includes the number of days lapsed since your software
support plan expired.
INTEGRATIONS
Third-party Laserfiche integrations or utilities may consume one (1) or more L aserfiche user licenses depending on
how the vendor designed and coded the integration. These additional licensing needs should be verified by Client
and considered in the user licensing purchased.
LASERFICHE SOLUTION PROVIDER OF RECORD
As Client’s current Solution Provider of Record, Laserfiche’s policy dictates that MCCi is the only Laserfiche Solution
Provider that has access to Client’s support account, along with the ability to download software licenses and
activations, process subscription renewals and initiate additional purchases on Client’s behalf. Unless Client decides
to cancel Client’s contract with MCCi or work with Laserfiche to formally change Client’s Laserfiche Solution Provider
of Record, future purchases and subscription renewals will be processed and provided by MCCi.
LASERFICHE RIO SHARED SERVICES PROVISIONS
The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Laserfiche corporate.
For Laserfiche corporate licensing rules, there can only be one licensed entity per Laserfiche Rio platform. Licensing
is non-transferrable. Additionally, the Host Entity is responsible for cost allocation among the other entities that are
utilizing its Laserfiche Rio Platform and for being the main point of contac t for support provided through MCCi. The
account can only be renewed once all entities have paid for the full LSAP.
Vendor
Contact
MCCi LLC
Melinda McCormick
PO Box 2235
Tallahassee , FL 32316
Deliver by
Ship Via
Freight Terms
11/02/21
Eliana Fuentes
3519 Liberty Drive
PEARLAND, TX 77581
Accounts Payable
P.O. Box 2719
Pearland, TX 77588-2719
accountspayable@pearlandtx.gov
Reprint Purchase Order
Originator
Ship ToBill To
No. 2022-00000412
Resolution Number
City of Pearland
Special Instructions
Vendor No.9857
Quantity U/M Description Unit Cost Total Cost
1.0000 EACH Computer - Maintenance/Repair $2,717.0000 $2,717.00
Laserfiche Rio Expansion - Support PW WorkflowItem Description
G/L Account Project Amount Percent
600-140-100.5300.092 (Repair & Maintenance
Software Annual Maintenance)
100.00%
Total Due $2,717.00
Level Level Description Date Approval User
1 1st Level 11/2/2021 Eliana Fuentes
4 5th Level Dir/AD 11/2/2021 Daniel McGhinnis
5 6th Level Budget 11/2/2021 Rachel Wynslow
8 9th Level Buyer 11/2/2021 Nylia Carbone
Purchase Order Terms & Conditions
1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be
bound by any different or additional terms and conditions contained in the acceptance unless each such different or
additional term is expressly agreed to in writing by city. Vendor’s action in (a) accepting this order, (b) delivering
materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions
below on this order.
2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the
city. The city has no right to supervise, direct, or control the Vendor or the Vendor’s officers or employees in the
means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work
performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor
will take proper care and precautions to ensure the safety of Vendor’s officers and employees.
3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order.
Vendor is responsible for keeping required insurance current until service is complete.
4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show:
Vendor company name and address
Name and address of the city department to which the shipment is being made
City Purchase Order number
Descriptive information as to the items delivered, including quantity and part numbers
5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the
Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for
Vendor to email, hard-copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588-
2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or
satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in
the contract have been fulfilled.
6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the
City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These
taxes must not be included on invoice.
7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of
interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government
Code.
8. Changes / Quantities: No changes may be made to this order without written authorization from a City
Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical
such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified
quantity is acceptable.
9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and
must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications
shall be replaced at the Vendor’s expense within a reasonable period of time. Payment for defective goods or goods
failing to meet specifications is not due until 30 days after satisfactory replacement has been made.
10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all
warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title.
11. Warranty – Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall
render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform
to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order.
12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right
infringements, copyrights, or sale franchises.
13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless
specifically authorized on the face of this order.
14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point,
shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted
by the city or city’s nominee.
15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order,
except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the
Vendor.
16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to
deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of
delay is given to the city by the Vendor.
17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for
all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be
performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and
employees, from all claims, demands, and causes of action of every kind and character including the cost of defense
thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an
employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the
parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the
issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are
covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability,
Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance.
18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts
provision of the Pearland City Charter, Section 10.07 latest amendment which states “Personal interest in city
contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including
Texas Local Government Code Chapter 171.” Vendor agrees to maintain current, updated disclosure of information
on file with the City Purchasing Department as appropriate throughout the term of this contract.
19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do
business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of
the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and
post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of
Pearland’s website, http://pearlandtx.gov/
20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State
of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and
regulations.
21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria
County, Texas.
22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account
owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount
of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are
due shall affect the right of the City to offset the said taxes against the same.