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2015-310ORDINANCE NO. 2015 -310 AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF LASERFICHE DOCUMENT IMAGING APPLICATION UPGRADE TO VERSION 9.3 ON THE RIO LICENSING PLATFORM, SOFTWARE MAINTENANCE, ADDITIONAL LICENSING FOR LASERFICHE FORMS PACKAGE, AND SOFTWARE ENHANCEMENTS AS APPROVED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) CONTRACT NUMBER DIR -SDD -2502; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5954- AWARDED TO MCCI, LLC IN THE NOT - TO- EXCEED AMOUNT OF $305,000). WHEREAS, pursuant to Resolution 92 -019, the State of Texas has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SEC' Ij ON 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMER VENDOR AMOUNT 5954 MCCI, LLC $305,000 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION _5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ZO ........._ day of 0' b ) 2015. CfI[ IAI jF1'S—,M ,Y( R" ATTEST: JENNIFER WALTERS, CITY SECRETARY �.. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MCCi, LLC (FILE 5954) October 20, 2015 THIS CONTRACT is made and entered into this date , by and between MCCi, LLC, a limited liability corporation, whose address is 1700 Capital Circle SW, Tallahasee, Florida 32310, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document Laserfiche Services Scope of Work, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Contractor's Proposal /Pricing. (Exhibit "B "); (c) Laserfiche Services Scope of Work (Exhibit "C "); (d) State of Texas Department of Information Resources 4DIR -SDD -2502 Terms and Conditions (Exhibit "D "); (e) Insurance Requirements (Exhibit "E "); (f) Form CIQ — Conflict of Interest Questionnaire. (Exhibit "F ") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. MCCi, LLC DocuSigned by: 6K" barsf6w BY: _ AUTHORIZED SIGNATURE 10/9/2015 Date: Donny Barstow Name: President Title: 850.701.0711 PHONE NUMBER DWB @mccinnovations.com EMAIL ADDRESS CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY DocuSigned by: BY: rsRF4FC18219ARn . APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DDocuSigned by: 6,R?lggfiC�o�ceazg_. File 4 5954 P;Urv— 6 ('-oa DocuSigned by: GEORGE C. CAMPBELL, CITY MANAGER Date: October 20, 2015 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Exhibit A Special Terms and Conditions File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $305,000. Unit pricing shall be per Exhibit E attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Exhibit B Contractor's ProposaMicing File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA a ; ccl, Municipal Code Corporation CORPORATE OFFICE RUSSELL HADDOCK Sales Department Territory Manager (TX, LA, OK, MO, CO, NM, and KS) PO Box 2235 • Tallahassee, Florida 32316 7940 Park Ridge Drive Fort Worth, TX 76137 (800) 342 -2633 • FAX (850) 564 -7496 (817) 909 -9266 • rhaddock @mccinnovations.com October 5, 2015 Ms. Cindy Alonzo Buyer 901 B Texas Street Denton, TX 76209 Dear Ms. Alonzo: I enjoyed speaking with you recently regarding the Laserfiche software and services that we make available through our Texas DIR -SDD -2502 Contract. Pursuant to our discussion, we are pleased to enclose our Professional Services Proposal. While reviewing the proposal, please keep in mind the following advantages of being a MCCi customer: Leading Provider — For the past six years, MCCi was ranked as the #1 Laserfiche VAR in the United States. With 3 offices in Texas, we are dedicated to our Texas customers and serve over 100 clients in Texas alone at this time. Professional Certifications — MCCi's staff is well- trained and holds multiple certifications in security, HIPAA, CDIA+ and more to give you the peace of mind that we are simply the best at what we do. Our staff is also Laserfiche Gold Certified, meaning we have passed the Laserfiche CPP courses required for this certification. Government Focus — MCCi was created by Municipal Code Corporation to focus on innovative technologies for Government. MCCi provides Laserfiche software and services to more than 600 government entities including Cities, Counties, State Agencies, Special Districts, and more. If you have any questions concerning our proposal or desire additional information, please do not hesitate to contact me on our toll -free number. We appreciate your interest and hope that we will have the pleasure of working with you. Sincerely, Russell Haddock Territory Manager 1I DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA [! "Ixecutive Summary Company History MCCi, a subsidiary of Municipal Code Corporation (The nation's leading codifier for local government), has been providing Electronic Records Management Solutions to its clients since 1998. In 1998, Municipal Code Corporation (MCC) created a document imaging division, which subsequently evolved into MCCi in the summer of 2003. This allowed MCCi to provide its customers with a higher level of service, but still benefit from the stability and credibility of MCC. With a client base of over 600 government agencies and satellite offices across the country, we are striving to be the leading Enterprise Content Management provider in the United States. MCCi has been the #1 Laserfiche VAR in the world the last 7 years. Proposob .Solut on MCCi is proposing the Laserfiche software for your organization. Laserfiche is a unified solution that manages all your organization's documents and records, regardless of location or media. Please keep in mind some of the features of Laserfiche: ",. User Friendly — Laserfiche is very easy to learn, navigate and use. Users will see Laserfiche has a folder tree structure similar to Windows Explorer for easy viewing and use. This familiarity will give your staff the confidence to begin scanning and retrieving documents almost immediately after installation making an Enterprise rollout easier on your resources. "K Comprehensive Security— Laserfiche Comprehensive Security allows you to control the security of your documents on many levels. You determine what functions, such as scanning and printing, each staff member may use. Security features are easy to administer and with proper right records managers can administer most security functions without IT staff assistance. `C "`. Intelligent' Search — Laserfiche lets you search your documents based upon full -text search, index search, and document and folder name searches. The Laserfiche full -text search unlocks the contents of your documents; if you need to find a word or phrase within a document, the full -text search retrieves it immediately. An easy Google -style toolbar is available for searching as well. Integration — Laserfiche is the central repository for records in your organization and allows you to integrate other main line of business solutions easily. Whether you are looking for a way to integrate with a departmental solution, ERP solution, Microsoft product, etc., Laserfiche has options available. Laserfiche Microsoft integrations include the ability to archive Office & Outlook documents directly into Laserfiche as well as integration with Microsoft SharePoint. S" EForm°mms & Business Process Automation — Laserfiche allows users to capture information instantly and automate business processes instead of the traditional methods of using an imaging solution as an archival tool. Users are finding efficiencies by reducing the time processes take and giving users access to information instantaneously through the implementation of Laserfiche Forms and Laserfiche Workflow, resulting in cost savings for the organization. '. Mobility & Web Cools — Mobile devices are being used more and more in organizations for day to day operations. Laserfiche has options available to ensure you can access Laserfiche from these devices and perform related actions quickly on the go. There are also options for giving your outside citizens /customers access to records through the web to promote transparency and decrease records requests. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Rio Features MCCi is recommending the Rio platform for your organization. Rio includes: Named user tiered pricing with volume discounts. Each user comes bundled with: - Workflow for Business Process Automation - Web Access, which includes a thin client option for users, Web Access Light for mobile devices & tablets, iPhone & iPad apps, and SharePoint integration. - Snapshot for archiving electronic records & Email Plug -in for emailing records directly from Laserfiche - Advanced Audit Trail for monitoring, recording, and reporting on system activity. - Digital Signature capabilities Unlimited Servers and Repositories to support back -ups, failover clustering, and testing environments. 'A" Rio Directory Services for easy creation of licenses for testing, development and production systems. " Web -based Administrative Console allowing you to administer the system from anywhere. "V" Options for Electronic Forms, Records Management, Batch Processing tools, Integrations, and Web Portals. MCCi Advantage MCCi is a leading Laserfiche provider focusing on customer service in every aspect of your project. As a client you will receive access to our highly trained staff & support services, including: M ed'ica'ted Ilk roject Manag'ernent — Our Project Managers are highly trained in the areas of implementation, Workflow processes, integrations, and more to help your organization implement a well thought out Enterprise system based on your organization's needs. They are Laserfiche Gold Certified and also hold other professional certifications to maintain a high knowledge level of our client's business processes. ,V' II[ ed'ica't'ed Support — Once your project is complete, you will have access to our support staff for trouble shooting & supporting your Laserfiche system. Our staff can be easily reached through email, phone or our online support center. . Sales & Account IManagernent III " "earn — You will have a dedicated team of an Account Executive and Account Manager that you can directly contact. They will also proactively contact you to ensure satisfaction, provide additional information on your products, and conduct web & regional events on continuing education topics. S' II raining Services — Before, during, and after your project, we focus on ensuring the users are trained on the software and stay up to date on the features available. In addition to our Training Services, we offer a yearly subscription to our Online Training Center for Laserfiche to help protect your Laserfiche investment. This allows all types of users, regardless of their role, to access videos on popular topics. This information is updated monthly and will be a continued resource for your organization. IIII3ack Ilk�Ae Scanning & Conversion In the event you need to address a back file scanning project or have older data from legacy systems to convert, we have experience in addressing these and integrating them into your Laserfiche system. We have converted over 30 different applications and migrated the data to Laserfiche for other clients. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA uuum -INKI CC Upgrade to II PRICING PROPOSAL Product Description: Qty. Cost DIR -SDD -2502 Total EXISTING LASERFICHE SOFTWARE SYSTEM Includes Unlimited Laserfiche Servers, Records CONFIGURATION Management Edition, Workflow, WebAccess (includes 2 United Enterprise Server Software *requires MS SQL -1 $20,000.00 N/A ($20,000.00) 21 LF Records Management Module -1 $6,000.00 N/A ($6,000.00) 21 LF Full User -75 $550.00 N/A ($41,250.00) 21 LF Retrieval User -75 $200.00 N/A ($15,000.00) 21 Snapshot Plug In -25 $100.00 N/A ($2,500.00) 21 Email Plug In -25 $80.00 N/A ($2,000.00) [� LF Plus Plug In Software *perstation -1 $3,795.00 N/A ($3,795.00) [� Web Access Enterprise -1 $15,995.00 N/A ($15,995.00) [� Weblink Enterprise -1 $11,995.00 N/A ($11,995.00) [� Quick Fields -1 $495.00 N/A ($495.00) Q Zone OCR -1 $2,495.00 N/A ($2,495.00) [� Import Agent -1 $1,495.00 N/A ($1,495.00) Q Workflow for Laserfiche -1 $15,000.00 N/A ($15,000.00) Q Workflow Additional User -65 $300.00 N/A ($19,500.00) [� LF Standard Audit Trail -1 $4,995.00 N/A ($4,995.00) Q Integrator's Toolkit -1 $2,500.00 N/A ($2,500.00) Existing Software Credit Total ($165,015.00) ECM SOFTWARE LICENSING FOR RIO Q Rio Records Management 200 - 499 Users 300 $660.00 $615.45 $184,635.00 Includes Unlimited Laserfiche Servers, Records Management Edition, Workflow, WebAccess (includes SharePoint integration web parts & WebAccess Light), Advanced Audit Trail, Snapshot, and Email Q Laserfiche One Time Promo *Quote must be 1 ($55,950.00) N/A ($55,950.00) approved & software ordered by 1212112015. Discount subject to change if quote changes. Forms must be purchased. Q Plus for Publishing 1 $3,800.00 $3,543.50 $3,543.50 Royalty free distribution of published media Q Import Agent for Rio 1 $1,500.00 $1,398.75 $1,398.75 Document Management Software and Licenses $133,627.25 Total ELECTRONIC FORMS FOR RIO 21 LF Forms 200 -499 Users (10% Add -on to all Named 300 $60.00 $55.95 $16,785.00 Users) 21 LF Forms Portal *Allows Forms Portal to be activated 1 $7,995.00 $7,455.34 $7,455.34 on a Forms server. Multiple licenses are needed if multiple activations are required. Allows form 41 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA �Iuunn.5.5wn vary, Jium unuuen.5eu JNuunL/ unu nun - authenticated users. Electronic Forms Total WEB TOOLS FOR RIO $24,240.34 Q Public Portal - Single CPU Machine 1 $45,000.00 $41,962.50 $41,962.50 Includes WebLink -only unlimited retrieval connections per processor. Provides read -only access thru LF WebLink. Any Physical server /VM using Public Portal must have a # of licenses = to # of processors on the LF Server. Web Tools Total $41,962.50 BATCH PROCESSING MODULES FOR RIO Q Quick Fields Core Package for Rio 1 $5,000.00 $4,662.50 $4,662.50 Includes QF, Scripting Kit, and Validation packages for Bar Code, Real Time Look Up, and Zone OCR Batch Process Modules Total $4,662.50 INTEGRATION TOOLS FOR RIO Q Integrator's Toolkit for Rio 1 $2,500.00 $2,331.25 $2,331.25 Integration Tools Total $2,331.25 ANNUAL SOFTWARE SUPPORT - BASIC LSAP Q Rio Records Management 200 - 499 Users 300 $132.00 $118.80 $35,640.00 Includes Unlimited Laserfiche Servers, Records Management Edition, Workflow, WebAccess (includes SharePoint integration web parts & WebAccess Light), Advanced Audit Trail, Snapshot, and Email Q Plus for Publishing 1 $1,600.00 $1,440.00 $1,440.00 Royalty free distribution of published media Q Import Agent for Rio 1 $300.00 $270.00 $270.00 Q LF Forms 200 -499 Users (10% Add -on to all Named 300 $12.00 $10.80 $3,240.00 Users) [� LF Forms Portal *Allows Forms Portal to be activated 1 $1,600.00 $1,440.00 $1,440.00 on a Forms server. Multiple licenses are needed if multiple activations are required. Allows form submission only, from unlicensed (public) and non - authenticated users. Q Public Portal - Single CPU Machine 1 $9,000.00 $8,100.00 $8,100.00 Includes WebLink -only unlimited retrieval connections per processor. Provides read -only access thru LF WebLink. Any Physical server /VM using Public Portal must have a # of licenses = to # of processors on the LF Server. Q Quick Fields Core Package for Rio 1 $1,000.00 $900.00 $900.00 Includes QF, Scripting Kit, and Validation packages for Bar Code, Real Time Look Up, and Zone OCR Q Integrator's Toolkit for Rio 1 $750.00 $675.00 $675.00 Q Managed Services for Laserfiche 1 $5,040.00 $5,040.00 $5,040.00 51 DocuSign Envelope ID: 85CEA14BO- 6306- 4E7A- AD6eui uDe8BE35u eu uused on the current software components provided herein: up to 40 hours. Q Training Center 200 -499 Users 1 $6,995.00 $6,995.00 21 MCCi Service Level Agreement 1 Annual Support Total For budgetary purposes, the Client should include $74,081.00 in annual budget for renewal of the items quoted above. MCO PROFESSIONAL SERVICES Q Basic Onsite Training of software, per day Per Day $2,200.00 $1,980.00 Workflow training and installation excluded. Travel expenses included. Q LF Forms Configuration Service (per form)- Level 2 3 $1,400.00 $1,260.00 (see MCCi Advanced Implementation Services for details) Q MCCi Project Management Services, up to 80 hours 1 • Includes Upgrading Laserfiche from Version 8 to 9.2 • Migration to the Laserfiche Rio Platform • Migration of Laserfiche Application Server to a new server environment • Forms Server Install • WebAccess Installation • Remote Administrative Training - Rio Directory Services [� MCCi Project Manager Rate, per hour Per Hour $165.00 $148.50 Q MCCi Development Rate, per hour Per Hour $185.00 $166.50 Professional Services Total [� Discount *Discount is based on this quote and if the 1 ($3,497.50) ($3,497.50) quote changes the discount amount is subject to change. 1st Year Training Center Transfer Discount Total Project Cost $6,995.00 $10,341.00 $74,081.00 $3,780.00 $11,880.00 $15,660.00 $128,052.34 C)AYIINAIIii III➢ III' H ..�..HII ➢A Ill lii 11:4 IINA MCCi will invoice one hundred percent (100 %) of the software and support upon delivery of software. If services are included, the balance of the total project will be invoiced upon completion of the proposed professional services, which may be broken up based on the completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. Laserfiche software and help files are provided electronically. If hard copy manuals or software is desired, there is a $50 additional charge. This will need to be requested. 61 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Optional VI CC; C; V Items PRICING PROPOSAL Product Description: Qty. Cost DIR -SDD -2502 Total ECM SOFTWARE LICENSING FOR RIO ❑ OCR Scheduler for Laserfiche - Requires one 1 $1,500.00 $1,398.75 $1,398.75 dedicated Laserfiche User License Document Management Software and $1,398.75 Licenses Total ANNUAL SOFTWARE SUPPORT - BASIC LSAP ❑ OCR Scheduler for Laserfiche - Requires one 1 $330.00 $297.00 $297.00 dedicated Laserfiche User License ❑ MCCi Service Level Agreement 1 $59.00 Annual Support Total $356.00 For budgetary purposes, the Client should include $356.00 in annual budget for renewal of the items quoted above. MCCi PROFESSIONAL SERVICES ❑ LF Forms Training - Comprehensive 1 $4,400.00 $3,960.00 $3,960.00 (see MCCi Advanced Implementation Services for details) ❑ Workflow Configuration Training, Level 2 1 $14,750.00 $13,275.00 $13,275.00 Includes remote installation with up to 3 days onsite training, remote workflow configuration assistance up to 45 days post training, 112 day developer training, and up to 15 days of remote developer assistance ❑ MCCi Project Management Services (up to 10 1 $1,485.00 hours) Professional Services Total $18,720.00 Total Project Cost $20,474.75 71 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA MCCI STANDARD SFRVICE,S To determine which services and products are included with your project, please refer to the Pricing Proposal above. MCCi prides itself in providing high quality professional services and support. Providing the most advanced level of tech support via the web, e -mail and phone, you can rest assured that MCCi will provide you with profession installation, training and support services. Our clients can rely on us to provide a continual flow of information through our technical bulletins and newsletters. If CQ IIIi'u AUO O I AIIrAAII I1\A11;1 U Sa a noru r MCCi Project Managers are CDIA - certified and Laserfiche Certified. The CDIA (Certified Document Imaging Architect) is awarded after a comprehensive and rigorous exam focused on a broad spectrum of document and records management objectives. There are multiple Laserfiche Certifications and MCCi focuses on maintaining all of them. MCCi Project Managers administer these services and concentrate on defining business requirements and the deliverables that follow. The MCCi Project Manager will work with the client's point of contact to put together a project plan that clearly defines the scope of services of the Project Management services. These services are included to ensure the Client is prepared for the final project implementation. Implementation Client Consultation - The assigned MCCi Project Manager will perform a remote pre - installation solution development plan including configuration of security rules for the Client prior to installation and training. This consultation will include a review of current document organization and retrieval practices to determine desired indexing methods, as well as other basic system set up needs. Once this information has been gathered and provided to the MCCi project manager, the basic folder structure, document naming scheme, scheme, and template set -up will be configured prior to onsite training. Remote Installation and Configuration — Software installation and configuration may occur remotely as part of the Project Management services to ensure the onsite time purchased is focused on the direct objective. Please refer to the pricing proposal to determine if the onsite time will include installation and configuration. Remote Training — Project Management services may be utilized for training administrators or users remotely if not providing onsite training. Please refer to the pricing proposal to determine the training model quoted. I Arll'ii 11:111:10 fil IIIilArll'ii S011 :1 WAli E IILi Abu" ING Sll;i li ViCl'; r The client is provided with either instructor -led hands -on training or train- the - trainer training in the operation of the Laserfiche Software and Plug -ins, and the scope of all training services to be performed is notated in the Pricing Proposal. These services will be provided onsite or remote, please refer to the Pricing Proposal to determine which has been quoted. Below are some sample outlines based on user - roles and system modules: System Administration Training • Client and Server Installation Procedure • Users and Groups — Active Directory • Security • Templates • Tags • Document Relationships gl DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA • Records Management • Volumes • System Settings • Back Up Procedures • Troubleshooting Procedures • Technical Support Overview Full User Training • Introduction to Laserfiche • Folders and the Folder Browser • Scanning and Importing • OCR and Full Text Indexing • Document Display • Index Card /Templates • Document Retrieval by Index Fields or Text (Searching) • Annotations • Extracting a Document from Laserfiche • Briefcasing and Migrating Documents • Customize Laserfiche • Volumes • Security • Advanced Features — Plug -ins 91 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA O ADVANCED IMPLDWENTATION SERVICES *The following services listed have been included in your Pricing Proposal based on the recommendation of your Account Executive. Please consult with them for any questions. To determine which services and products are included with your project, please refer to the Pricing Proposal above. II AS11iii 11:111:10 fili Wvll K11: L.vw C011411:1GU114ANOIN lli'II AIINIIINA MCCi's Laserfiche Workflow Configuration Training service is designed to be highly collaborative. The goal is for the client to have a trained Workflow Configuration Administrator. As a prerequisite, the client's Workflow Configuration Administrator should be a business process savvy individual with good technical skills. This is the person tasked with handling future workflow configurations, including any modifications needed to the configuration focused on during training. Client Deliverables Provide MCCi with a mapped out /narrative of specified business process including metadata requirements and sample reports from functional activities involved. This will be used as an example for the training process, in an effort to leave the client with a start of a workflow configuration. Appointment of Workflow Configuration Administrator who has been through Laserfiche Administrator training * IT resources MCCi Deliverables • Install and configure Laserfiche Workflow with current Laserfiche system • Onsite Workflow Configuration Administrator Training • Workflow Managed Services post onsite training - Configuration assistance for a period of time immediately following onsite training • Developer Training (Applicable to Level 2 training package) MAI °11 IV 0111 W 114K1111:1 OW °II11MINIIINA ii`AO(AGI:ism Services Iii)rov'ided ifling Workflow I evel '.f. I evel 2 Remote Installation Included Included Included Onsite Training Days 1 2 3 Workflow Configuration Assistance Post Onsite Training Remote 30 Days Remote 30 Days Remote 45 Days Training None None Remote 1/2 Day Assistance ffee oper Training None No ne Remote 15 Days I AS11iii 11:111:10 fili W II1 KII1:1 W MAINAAliili:) SII II1vi llii MCCi 's Workflow Managed Services package is a post - implementation service, and is designed to assist the client's Workflow Configuration Administrator with ongoing consulting and configuration needs. Workflow Managed Services are billed in advance each year, in return for a discounted rate. Workflow Managed Services may be used for the following: * Add'it'ional Workflow Set Up Consultation — MCCi continues to consult and make recommendations on best practices for modifying existing / creating new workflow configurations. 101 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA * Add'it'ional III'ternote " "III " "raining — MCCi offers additional training for the client's Workflow Configuration Administrator. This is ideal for refresher training, as well as for new personnel in the event of turnover. * Ongoing Security Consultation — Laserfiche security plays a much larger role when business processes are being automated by Laserfiche Workflow. MCCi assists the client's Security and Workflow Configuration Administrators to offer security best practices to align with workflow configurations. * lli everagMg Ilk °' !xAsUnsg Systen (s) — MCCi will help identify more efficient ways of utilizing the Laserfiche product suite, as well as how to leverage other systems and the related data contained therein. * Meta,, III °;tata Consultation —Various meta -data objects must be created /modified to match up with specific workflow needs. MCCi will consult and help identify meta -data needs. • iixpirations O Additional Services — Managed Services is an annual package and will expire on the same date as your SAP plan. The number of hours included are not to exceed the price of the package divided by MCCi's discounted hourly rate (Managed Service hours are discounted by 10 %). Pricing can be adjusted for any additional hours if needed. • iternote Access Support — Managed Services are delivered remotely. Remote Access Support allows our helpdesk staff to access your machines remotely to resolve problems faster. The use of Remote Access Support saves you both time and money by reducing the delays in resolving software issues without costly onsite visits. I ASP;i 1:111:10 fili: Ilk'amu uvnS Su a voau s MCCi's Laserfiche Forms Services are designed to be highly collaborative. The goal is to provide a customized package for your organization. Whether you need direct assistance implementing Laserfiche Forms, or hands -on training to empower your organization to create and maintain electronic forms, or both, MCCi has options available. Please see your Pricing Proposal for the specific Laserfiche Forms Services quoted. k om msss ° "III' "'raining Services III' rov'mded Overview Coms prelnenssmve Training Duration Up to 5 hours Remote Up to 2 Days Remote / Onsite Forms Designer Yes Yes Process Modeler Yes Yes Workflow Configuration (For Forms Process Modeler Integration, and Filing Only) No Yes Forms Configuration (Up to 1 - Level 1 Form) 0 1 k ormsss Configuration Services Illi)er III'ormss 11 evel I . II evel 2 11 evel 3 Forms Design Services Up to 15 Fields Up to 30 Fields Up to 50 Fields Form Field and Data Look -up Rules* Up 10 Rules Up to 20 Rules Up to 40 Rules Process Modeler Configuration Up to 5 Steps Up to 10 Steps Up to 20 Steps Workflow Configuration (For Forms Process Modeler Integration, and Filing Only) No Yes Yes Custom Scripting (JScript or CSS)* Call for Quote Call for Quote I Call for Quote ill DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA *Please note: - Users submitting through the Forms Portal are limited to forms submission. Users cannot participate in the workflow /routing process within Laserfiche Forms Process Modeler or Laserfiche Workflow, unless they have a Laserfiche Named User License. - All Forms Configuration Services are conducted remotely due to multiple decision points throughout the configuration, which may cause delays. - Field Look -ups: Database Views and Queries must exist or be created by the customer prior to MCCi database lookup configuration. - Java Script and CSS Scripting (if needed) are not included, unless otherwise notated in the pricing section of the Pricing Proposal. 121 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA LAS1`1t1''1CHE A AANTE Laserfiche Avante solution is a named user model and starts out with a feature rich system that is based on the number of people who will be using the system. It is designed for small to mid -size organizations and helps you capture, manage, distribute, and work with information in diverse working environments. Avante comes with Laserfiche Workflow and allows your organization to move beyond simple document routing to automate everyday tasks, optimize business processes, and share information with a wide variety of applications. Avante systems allow you to choose from multiple database platforms and incrementally expand the system with records management edition and other plug -ins such as Auditing, Web Access, Digital Signatures, and Batch Processing. The Laserfiche Avante pricing structure makes it simple and affordable to add new features and functionality to your Laserfiche system as your needs change. LAS1`1t1''1CHE Rio MCCi recommends the Laserfiche RIO solution for Enterprise clients that have a large volume of users, as well as the need for test environments and multiple servers /repositories. RIO and each RIO license comes coupled with Workflow, Web Access, Mobile Access, Snapshot, Email, Digital Signatures, and Advanced Audit Trail. This licensing structure makes it much easier on IT administration, especially when dealing with a large user base. In addition, RIO supports an unlimited number of application servers, as well as repositories, making it well suited for expansion and testing needs. RIO can connect either to MSSQL or Oracle for the backend database, and of course many of the same optional Laserfiche modules such as the Records Management, Batch Processing and Weblink Public Portal licenses are available with RIO. 1.ASi ::Ri:1C111 „ 0i::TMIARi: 1:'A URESANDLICENSING t 5��u�we Av��u�te P�wo couuu its Database SQL Express, SQL, �SQL, Oracle Options Oracle Retrieval Public Portal Public Portal Concurrent (Weblink) (Weblink) Users Includes Workflow Email and Snapshot for Avante. , p , Full Named Includes Workflow, Email, Snapshot, Digital Unlimited 25— Unlimited Users Signatures, Web Access and Advanced Audit Trail for Rio. Retrieval Named n/a 200 — Unlimited Includes Email capability. Minimum of 200 must be Users purchased. Application 1 Unlimited Servers Use r L' ce n se Named Named Model Avante: Up to 14 additional (fora total of 15) Repositories can be added at an additional cost. Up 15 per Repositories 1 RIO: Each Application Server can have up to 15 Application Server Repositories attached. RIO allows for an unlimited number of Application Servers. 131 DocuSign Envelope ID: 85EA14B0-6306-4E7A-AD63-23ID78BE35FA S01A ANARE DESCRI111"I IONS Workflow Included Included Snapshot �Included �Included .. Email �................. i .... . ..................................................................... . ...... Inci u ce �.. I ----------------------------------- - Inc u � d WebAccess (Thin client access for Add-on option Included named users) Mobile A ccess [Requires WebAccess Include d --------------------------------- - Digital Add-on option Included Signatures Add-on option Includes Advanced Audit Trail (Options for Starter, Audit Trail Standard, Advanced) ............... ............... ......................... Avante Public Portal: The 5 concurrent license Weblink Public Portal Weblink Public only allows for one security profile to be set. license package Portal license Unlimited versions are licensed per Laserfiche options (5,10, 25, 50, package options (50, Public Portal Unlimited Single Unlimited Single application server, and per processor. The (Weblink) licensed number of processors must be equal to or Options Processor, Unlimited Processor, Unlimited greater than the number of processors (CPUs) on Dual Processor, Dual Processor, the correlating Laserfiche application server. Note: Unlimited Multi Unlimited Multi Additional copies of the Unlimited Public Portal are Processor) Processor) needed if there is a need to connect the Public .......................................................................................................................... .. ...... --------------------------- ---------------------------- Portal to more than 1 Application Server. Records �"Acicl-on option option Management ... .. .... . .... ... ... ... ... ... .. ... . ......................... " Laserfiche Lf 8.1 and later [Lf 8 0 1 and later Versions Web Admin Included Included Console The Laserfiche Forms User is a required add-on to all Laserfiche Full Named User licenses, and is a pre-requisite to all other Forms licensing options. This add-on will give the current Laserfiche Full Named Users full access (submission, process Laserfiche Forms Add-on option Add-on option involvement, and approval rights) to Laserfiche Users Forms Server. The Laserfiche Forms Server can be installed multiple times, however each instance can only be associated with one Laserfiche application Server. Laserfiche Forms Users licensing is a prerequisite to being able to purchase Forms Portal licensing. Laserfiche Forms The Forms Portal license allows Form submission Portal Add-on option Add-on option from unlicensed (public) users. Forms Portal was also designed primarily for non-internal/public user submissions, therefore there is no Windows Authentication security validation provided. The 141 DocuSign Envelope ID: 85EA14B0-6306-4E7A-AD63-23ID78BE35FA SO1,,1 ANARE DESCRI111"I IONS IA SE RF 10 If: P1 U& INS Laserfiche Plug-ins, Utilities, and Tools 151 users that access Forms through the Forms Portal can only submit forms (these users cannot participate in the business process after a form has been submitted). The Forms Portal is licensed to a specific Forms instance/server, rather than to the Laserfiche Application Server. Please note that if an organization desires to have a Forms Portal for internal users, as well as a Forms Portal for external users, and security protocol requires that these two Forms Portals reside on separate servers (one internal one external), multiple Forms Portal licenses are required. The Enterprise Forms Portal License is recommended for Laserfiche Rio Customers that have multiple Laserfiche Application Servers, as Laserfiche well as for Laserfiche Avante (Avante only allows Enterprise Forms Add-on option Add-on option for one Laserfiche Application Server), but require Portal more than two Forms Portal licenses (see Forms Portal description above). Enterprise Forms Portal is, indeed, unlimited Portals. Instead of allocating one or more Forms Servers as Portals, they all are automatically Forms Portals. Laserfiche Forms Users licensin is g a prerequisite to being able to purchase Forms Authenticated Participant licensing. Forms Authenticated Participant licenses allow Non-Laserfiche Users to participate in Laserfiche Forms Process Modeler Business Processes, and allow for secure authentication when interacting with Laserfiche Laserfiche Forms. Forms Authenticated Participant licensing Authenticated Add-on option Add-on option is recommended for all internal users that require authentication and/or intend to participate in Participants more than just the Forms submission process, and for those users that do not have Laserfiche Full Named User licensing, but have a need to authenticate and participate in Laserfiche Forms Business Processes. A Forms Authenticated Participant license is required for each Forms Server that the user needs to submit to. Upgrade Path �R�10 n/a IA SE RF 10 If: P1 U& INS Laserfiche Plug-ins, Utilities, and Tools 151 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA S01 A 11, RE Dm;SCRI11" 1 IONS MCCi can provide additional Laserfiche Plug -ins Utilities, & Tools software. Laserfiche offers a selection of modules and development tools designed to let you tailor Laserfiche to meet your needs. Certain Plug -Ins may be bundled differently based on the Laserfiche platform. Please refer to the pricing page /pricing proposal to determine which modules have been proposed. Capture Modules 11 aserfiche ScanConnect"" allows ISIS scanning. A collection of ISIS scanner drivers is included with Laserfiche ScanConnect. These drivers allow images to be scanned through supported scanners. ScanConnect 7.x is can be purchased as an add -on to both Laserfiche scanning and Quick Fields. 11 aserfiche Snapshot" Laserfiche Snapshot is included with both Avante and RIO Full Named User Licenses, and can generate images and text from an electronic file (e.g. a Word document, a web page, a text editor, etc.). The files generated by Laserfiche Snapshot capture the content of the electronic file at the time that it was processed. In other words, they represent an accurate portrayal of an electronic file at a given point in time. The images and text created from an electronic file are then stored in a Laserfiche repository. As you can see, Laserfiche Snapshot can be used as a tool to archive a particular version of an electronic file. Laserfiche Snapshot can process any electronic file that can be opened with a Windows application that has printing capabilities. This feature is automatically included with every Full User purchase. 11 aserfiche import Agent Import Agent is a tool for automatically retrieving files stored in a Windows folder and importing them into a Laserfiche repository. The Windows folder can be local to the Import Agent machine or stored on a network drive. During the import process, Import Agent can process the files (e.g., perform OCR), use XML data as part of the process, and perform additional tasks. OCIII'f Scheduler for Ills aserficlmem MCCi developed this tool. It provides a simple and effective way to mass OCR documents in Laserfiche. It allows administrators to configure multiple OCR sessions. Sessions are created based on selecting folders within a specific Laserfiche Repository and scheduling the time to begin the OCR process. Benefits: • Efficiency: Clients can schedule the tool to perform the OCR function, rather than tie up machines during the normal working rhythm. • Support .Seoccd Content Leaving the responsibility in users hands to conduct OCR can lead to incomplete processing. The tool provides assurance that everything in need of OCR is being addressed without end user interaction. "Quick III'°ields " i3atch III' rocessing " "III " "oolsm Quick Fields is a suite of Batch Processing utilities created by Laserfiche. Avante and RIO bundle each of these features differently, which is reflected in the Pricing Proposal section: • Loser icde"' Quick Gelds"' automatically captures useful information from paper and electronic documents and organizes it for fast retrieval. Quick Fields transforms data capture from a costly and labor- intensive operation into an efficient process by collecting precise pieces of information from the masses of unstructured data flowing into your organization. Quick Fields improves the speed and accuracy of data capture while giving authorized staff instant access to the information they need to work effectively. • QC doc Code Validation Package: The Bar Code add -on reads bar codes on a specified page in the document. The value returned by the bar code process can be used to identify a page, populate a field, determine the document name, or determine where the document will be stored. Bar Code is 161 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA S01A11, RE IONS very powerful when combined with Real Time Lookup. Supported barcode formats: Codabar, CODE 39, CODE 128, EAN 8, EAN 13, Interleaved 2 of 5, UPCA, and UPCE. b beeb time Look up Validation Package: Lookup populates template fields and validates metadata by retrieving data stored in third -party databases and other applications. bAeee OCR Validation Package: Images that contain clearly printed or typed information can be converted to text files through a process called OCR (Optical Character Recognition). Once text has been extracted from an image, it can be sent along with the image to the repository. Once the document has been imported into the repository, the extracted text will be associated with the corresponding image in the document. The International Zone OCR add -on will scan a zone on an image for text. Only text found within the zone will be extracted. The data returned by this process can be used to identify a page, populate a field, determine the document name, or determine where the document will be stored. The International Zone OCR add -on can be installed when Quick Fields is first installed or after it has already been installed. • QF Feces 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 deal with multiple forms, and will recognize and process multiple document types. • b iito . to is e act,io 5etes Numbering: The Bates stamp option is a document auto - numbering annotation option • QF Optical Mark Recognition detects handwritten information, including marks on surveys, tests and ballots. • b geet'm enables administrators to schedule forms processing around the clock and run Quick Fields sessions without operator intervention, reducing labor costs and optimizing business processes. • QF Feces Identification: automatically recognizes the form or document based on its overall structure, even in the absence of bar codes, form data or other distinguishing information. • QF Feces bstseetesm removes form outlines to isolate data for more accurate capture. • QF,5crilAing Kit Offers a script editor, which allows developers to write C# and VB.Net Scripts, and insert the scripts into a Quick Fields Session. Distribution Modules 11 aserfiche III')ubhc III' ortal Weblll..ink " """m The WebLink module publishes select documents in a Laserfiche repository to an intranet or the Internet in read -only form. Documents can be made available through the Web almost instantly, and users need only an Internet browser in order to access them. Built on ASP .NET, WebLink can be customized to match the look and feel of an organization's Internet or intranet site. 11 aserfiche WebAccessm Laserfiche Web Access is a Web browser -based thin client offering virtually all of the document management capabilities of the standard Laserfiche interface. Web Access allows your IT staff to roll out high - volume Laserfiche access without increasing your organization's application support burden. Authorized users organization -wide enjoy simultaneous access to documents, whether they are using the corporate intranet or logging in from a branch office. In addition, access to Laserfiche Mobile and the Laserfiche Sharepoint Integration resources, is made through Laserfiche WebAccess. o 11 aserfiche Mobile Access Optionsm Laserfiche Web Access or Laserfiche Forms is required for any /all mobile access options. Web Access Light & Laserfiche Mobile are both options for providing mobile access to your Laserfiche solution: ■ Web Access IIi igl t Designed for Blackberry, Chrome, Opera and Safari mobile browsers, offers a lightweight Web interface for popular mobile devices, 171 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA SO1,,,1ANA E DESCRI11`1IO enabling users to search and retrieve documents, as well as approve documents and participate in workflow automation processes, while away from their desktop computers. • The Ills aserficl° e Mobile 'illl')hone app takes advantage of the iPhone's touch screen, gesture recognition and high resolution interface to provide users with an immersive experience. Features include: • Create and upload new content with the iPhone camera. • Automatically crop, straighten and enhance captured information, with full text recognition. • Copy, move, rename, download, e -mail, print or delete content. • Browse for documents in a folder structure or search the entire repository • Participate in workflow automation processes by accessing metadata fields. • Interaction with Laserfiche Forms • The Ills aserfictie Mobile 'illl')ad app gives employees the ability to securely view and update content from wherever they are. Features include: • Provides secure access to documents and metadata • Enables users to create and upload new documents • Participate in Workflows on the go • Interaction with Laserfiche Forms • 11 aserfiche Mobile for Android allows you to • Search across all documents in a repository • Pan, zoom, rotate, and easily access metadata while working with a document in the Document Viewer • Quickly create and upload new documents from your device's camera, images in your device's gallery, and files stored on your device • Full support for Laserfiche Business Processes, including starting business processes and viewing their details • Use personal libraries to create task lists or group related entries to make working with them faster and easier • Add, edit, and view entry metadata • Copy document text for use in other apps • Process, clean up, and compress captured documents for easier viewing • Capture the geographic coordinates of an image to allow linking documents to their mapped location • View and export PDFs and other electronic documents • E -mail document or folder links to colleagues • Manage documents using copy, move, rename, print, and delete • A variety of security options keep documents secure in Laserfiche and on your device • Widget lets you quickly upload new documents and images • Interaction with Laserfiche Forms o 11 aserf'iche Share point Ilntegratiow The Laserfiche and SharePoint Integration (LfSPI) is built on the power of Laserfiche Web Access (Therefore Web Access is required for the 181 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA SO1,,,1ANA E IONS Laserfiche Sharepoint Integration), a Section 508 - compliant thin client that reduces installation, support and maintenance requirements. • 11 aserfiche Ilk)ius " "' Laserfiche Plus allows the information stored in a Laserfiche repository to be portable. Laserfiche documents published by Laserfiche Plus can be viewed by anybody, regardless of whether they have Laserfiche installed. If these portable Laserfiche documents are sent to a company or site that already has Laserfiche installed, then that organization can also choose to attach those documents to their repository. This software prepares a copy of the Laserfiche files (images, text, electronic files, annotations, templates and field data) for burning directly to your removable media or to a temporary directory. Choosing to publish to a temporary directory allows you to write it to your removable media at your convenience. • lli aserf'iche Ilk °ski Ma'ii Ilk)iug4n "� "' allows instant electronic document distribution via standard MAPI- compliant e -mail applications. This feature is automatically included in every Full User and Retrieval User license purchase. ik ocl( how Process Automation, Collaboration, and Tracking 11 aserfiche Work iowm Enables organizations to automate standard, collaborative business processes, such as approvals or routing based on conditions. The software transforms your static Laserfiche repository into a dynamic content management solution that ensures your business processes are performed consistently and efficiently. Additionally, Workflow can be used for database integrations, and to improve consistency with how records are filed in Laserfiche. 11 aserfiche II[Ag'itai S'ignaturesm Laserfiche allows users to sign briefcases when exporting as well as documents stored in Laserfiche. These are two separate applications of digital signatures. Signing a briefcase file embeds the signature in the file along with the certificate associated with the signing key. The full certificate chain is embedded. This allows users to prove who created the briefcase and that the briefcase was not tampered with. Digitally signed briefcases may, but do not necessarily contain digitally signed documents. Digital signatures can be applied to documents stored in Laserfiche. The digital signatures are stored as metadata and are preserved when exporting a document in a volume or briefcase (whether or not the briefcase was itself signed). - Users can digitally sign a document in the Laserfiche Client or Web Access to indicate their approval. Documents can also be countersigned by another user, which indicates approval of the document and the existing signature. Multiple signatures and countersignatures can be applied to a single document. - Digital signatures are validated with signing certificates on the server and the repository, which verifies that a signature on a document is trustworthy. A signature becomes invalid if the certificate is expired or if a document has been modified since the signature was applied. Signature certificates are managed through the Laserfiche Administration Console or Web Administration Console. As a pre- requisite, the organization must have Digital Certificates set- up on the network, prior to implementing Laserfiche Digital Signatures. II aserfiche Audit III " "ra'il Moduiesm Three levels of audit reporting to address your specific regulatory compliance and security needs. The Starter S"dit oo 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. 191 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA The Standard teudesd Edition builds on the Starter Edition by tracking additional security- and access - related events. This edition can also track unsuccessful attempts to perform an action, such as failed attempts to access or print documents. The Advanced Edition meets the needs of organizations in the most highly regulated environments. It includes all the functionality of the other two editions, and also tracks many more events including password changes, the creation or modification of users and groups, and changes to repository -wide settings. It can also track all the searches users perform, require users to enter reasons for performing certain actions, and automatically add watermarks to printed documents. dleetseuie genus • Laserfiche Forms allows organizations to create Web forms for collection and processing information electronically. • Laserfiche Forms has flexible design options to meet your organization's needs. You can: Create custom forms from a library of field or selection elements. Apply preset or custom themes, including page logo, colors, buttons, fonts, and more. Configure form elements to dynamically be displayed or hidden depending on user inputs or to be populated with data from external data sources. Automate business processes for form data to follow, such as decision- making, emailing, or approvals. Create custom form layouts and dynamic behaviors 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 login to forms system, public URL, secure URL, or embedded into a Web page. • Submitted data can be exported for further analysis or distribution. • Submitted forms can be utilized to initiate an email notification or start a workflow rule within Laserfiche. Laserfiche Integration Phig.4ns IL.JII' (integrator's " "III " "oo@k'it Provides the tools & documentation necessary for customizing Laserfiche, and integrating Laserfiche with other applications. II hind Ii)arty (integration Ii1ug lllnsm - DatallowAffinity Integration — Datallow Affinity brings the power of Laserfiche document management to the applications you use most. Document searches can be reduced to a single click of a button. New documents can be added to your Laserfiche repository without manually entering template field values, file names, or folder locations. Laserfiche Connector truly makes Laserfiche feel like part of your business software. - Laserfiche Connector Integration — Laserfiche Connector provides a streamlined experience for integrating Laserfiche with line of business applications such as CRM and ERP systems. Laserfiche Connector integrates easily through user - defined hotkeys and embedded icons. Laserfiche Connector allows: o Searching the Laserfiche repository based on fields from third -party applications such as CRM and ERP systems. Both basic and advanced searching is supported. If 201 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA SO1,,,1ANA E DESCRI11`1IONr only one result is found, the document will automatically open in the Laserfiche Client, Laserfiche Web Access or Laserfiche WebLink. • Launching Laserfiche Scanning and automatically populating metadata for the scanned documents with information from a third -party application. • Connecting two applications by allowing one of them to start the other (including the ability to pass parameters between them). • Choosing whether any of the above actions are activated from a keyboard shortcut, a button embedded in the application's title bar, or both. - GeisyeiX Integration — RatchetX is a configurable and robust middleware integration tool for Laserfiche. With a single click of a button, new documents can be added to Laserfiche from another application, and users can search Laserfiche directly from the applications they use most. RatchetX is unique in regards to the robust toolset it provides for accessing data from other applications (even the toughest proprietary systems), for use configuring the most common ECM integrations: Indexing, importing /scanning, and executing search queries. In addition, RatchetX provides the capability to create custom integration activities, such as populating a record in another system from the data extracted during the intake process in Laserfiche, or looking up a record in another system from the Laserfiche interface itself (Bi- directional Integration). - IF Integrator GP — LF Integrator empowers Great Plains users to scan, search and link supporting documents in Laserfiche document management applications directly from the Great Plains menu bar. Link the document and workflow management power of Laserfiche with your current Great Plains implementation. - IF Integrator AutoCAD — LF Integrator for AutoCAD allows you to store AutoCAD drawing files or associated documents in Laserfiche, including embedded cross reference files, directly from the AutoCAD menu. Launch Laserfiche scan or search modules using the drawing file for template or search criteria, or create a Laserfiche document template using the fields from any AutoCAD drawing title block with a single click. - GeeGessm GeeGess' " is a web -based software that seamlessly integrates ESRI ArcIMS (soon to be ArcGIS Server) and Laserfiche. Utilizing robust search capabilities, users of GeoDocs can access digital documents stored in a Laserfiche repository from within the web -based GIS program and vice versa, access spatial information stored in a GIS from within the Laserfiche web client. fee, ye.Sign for Laserfiche — ImageSign for Laserfiche allows you to digitally sign documents inside of Laserfiche securely. There are also options for utilizing external signature pads to allow customers & external users to electronically sign documents. *Created & supported by MCCi only. - LT .Cystee s Laserfiche Integration — LT Systems Laserfiche Integration allows users of the LT Systems Court solutions to archive court related documents into Laserfiche. Users can launch Laserfiche scan or searching windows from LT Systems and bring data and documents directly into Laserfiche while capturing metadata in LT Systems. *Created & supported by MCCi only. 211 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA TECHNICAL SVQ'Q'O I When you become a client of MCO, you gain much more than just a new product. You gain a relationship between our staff and your organization to make your product implementation successful and the usage of your product an enjoyable experience. In order to make this possible, MCO offers both Proactive and Technical Support. ROACTIW Se000Rs MCO assigns each account with a Regional Account Executive and an internal Account Manager Team. You will have already worked with your Account Executive in the pre - project phase and they will continue to support you. Your Account Executive will provide a local presence and contact information should local meetings be necessary. The Account Executive also assists in pre implementation processes. Your Account Manager will assist in managing ongoing support through the life of the product. MCO believes in a proactive support methodology and it is the Account Managers' role to insure this ongoing communication with clients. Your Account Manager will be in touch throughout the year to discuss optimal system usage and ensure client satisfaction. Items discussed may include, but are not limited to: • Identify any needs that could easily be addressed with the current system. • Provide resource for question and answer, best practices, how other customers are using the system with use of documented case studies, Listservs, support center, etc. • Provide continued education for existing and new users within the organization through the use of webinars, seminars, workshops, users group, and more. • Annual review of current system configuration • Dedicated sales support staff for pricing inquiries and budgetary information • Annual support renewal notification to ensure your renewal process is timely and accurate S"s ucati000f Resource Definitions • Case Studies — MCO works with our clients to put together narrative accounts of specific usages of MCO solutions in their organization. Specific departments, document types, integrations, etc. are noted to allow other users to learn from the information. • MCCi Listserv— MCO has created a Listsery for specific types of system customers. A Listsery is a creative use of e -mail, which provides a means for End Users to share information on a common interest. Members are able to communicate with peers thru a single e-mail. Uses of the Listsery may include fielding requests about system usage, as well as best practices. • Support Center —This resource is a compilation of white papers, best practices, and information for system users all in one location. Through the support center, users can also submit and check the status of their support tickets. • Webinars — MCO conducts monthly webinars on different topics promoting more efficient system usage. User webinars are also offered on more specific topics related to products, concepts, departments, etc. regarding the usage of your system. These are done through the web and are a convenient way of staying informed on the newest technologies available. • Seminars — MCO conducts seminars on different topics to help educate new and existing end users throughout the year. They are usually located at a host site of an existing customer. These can also be offered at current client's locations to invite departments to learn more regarding their current system. • User Groups — MCO offers annual user groups to keep end users trained on the newest versions and products. These are geared to both users and administrators of the system. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA TECHNICAL SVPPORI Ti:: CHNICA L SUPPORT The Ills aserficl° c Software Assurance III')lan (III.SAIII')) helps preserve your investment and extend the benefits of your original purchase by providing you access to the assistance needed to ensure that you maximize system uptime. You have access to a toll free line to call for technical support or submit tickets online through our support center. When you subscribe to the LSAP you receive the following benefits: 100% upgrade credit for your existing software (in the event of an upgrade) Free software updates for your current system 24 -hour FTP and website access which includes the MCCi Online Support Center Technical bulletins and newsletters TRAINING Q:NT1:R MCCi's Training Center provides an easy, cost - effective way to provide Laserfiche training to all users in your organization. An annual subscription allows access to our online course offering of over 200 training videos. The Training Center is home to video categories such as Laserfiche Administration, Laserfiche Client, Workflow, and Tips & Tricks. All videos use instructor descriptions from Laserfiche Certified Professionals. The Training Center provides the following 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 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 • Increased user productivity DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA t m;CIDm" ICA1, SVQ'Q'O I PRCnFISSmCnNAL mm`Rvici°C ANNUAL P.acKAMS MCCi Managed Services or MCCi Laserfiche Administration Services are strongly encouraged to be included with every support renewal. MANAGf`I) .5f RVICf c MCCi's Managed Services package provides ongoing additional training and assistance to a client's Laserfiche administrator and users. Pricing is based on MCO's Systems Engineer hourly rate discounted by 10% through purchasing an advanced block of services per year based on the products purchased. MCCi Managed Services is an annual package and will expire on the same date as your SAP plan. Managed Services can be used for the following professional services /benefits: Add'it'ional " "III " "ra'ining — additional training, via web conferencing, can be conducted to train new users on the use of the system or as refresher training for existing users. Add'it'ional Syster n Set Up Consultation — MCCi offers additional consultation that includes recommendations on best practices for adding additional departments, additional types of document etc. to your current system. * Rer note implementation entat'ion o Software Updates — While the standard SAP plan covers free updates for software, implementation of those updates is sometimes overlooked. With the addition of our Managed Services, MCCi is at your service to directly assist in implementing software updates such as minor updates, quick fixes or point releases. Dependent on complexity and client specific configurations, major software upgrades may or may not be covered and should be discussed with your Account Management Team. • Annual Syster n IlReview & Analysis — Upon request, MCCi will access your system to review and analyze how your organization is using the system, identify discovered potential problem areas and make recommendations for better use of the system. This analysis is designed to be implemented 6 months after the initial Software installation, and should be performed annually after that date. This is an optional service that will be completed only if requested by the Client. • er note Access Support — Remote Access Support allows our helpdesk staff to access your machines remotely to resolve problems faster. The use of Remote Access Support saves you both time and money by reducing the delays in resolving software issues without costly onsite visits. • 11 aserfiche Certifications — First priority offering of complimentary Laserfiche certifications on an as available basis. • 11 aserfiche Conference IlRegistration — First priority offering of complimentary Laserfiche Annual Conference registration on an as available basis. *Please see our Workflow Configuration Training section for information on Workflow Managed Services. MCCi does provide continued technical support for all MCCi applications. Technical support is provided via email or telephone during normal business hours of 8:00 a.m. to 5:00 p.m. local time in the Continental U.S. Clients can designate several individuals who are to be the technical support contacts. Those individuals may contact MCCi at any time for technical support. There is no limit on the number of technical support calls that can be made. Adjustments in annual support rates may be made to coincide with current U.S. inflation rates. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA TECHNICAL SVITORI MCCi's Laserfiche Administration Services package is for clients who need a Laserfiche administrator, or additional Laserfiche administration /implementation services. Pricing is based on MCO's Project Manager hourly rate discounted by 10% through purchasing an advanced block of services per year, based on the products purchased. MCO's Laserfiche Administration Services is an annual package and will expire on the same date as your SAP plan. MCCi' Responsibilities • Provide all that is included with MCCi Managed Services Package • Provide a dedicated Laserfiche certified professional * Laserfiche Administration services • Configuration of basic Laserfiche filing workflows • Configurations of Laserfiche Forms using off the shelf features Client Responsibilities • Configuration of backups • Configuration of any general network, security, or operating system settings outside of Laserfiche • Providing an IT contact (internal or 311 party) for MCCi to work with as necessary • Providing remote access capabilities as needed. Client also agrees to be present and monitor MCCi technical resources during any configuration changes. If the client requests MCCi to have unattended access, the client assumes all responsibility for the related remote access session(s) *For complex Forms, Workflow, and Transparent Records Management configurations, please discuss a Business Process Configuration Service with your Account Executive DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA f 1dYDAVARi,; i,�o( IDdtGl;NIEN "I" MCCi will provide necessary consultation upon request, as to the compatibility of current hardware with the Laserfiche System. Changes and recommendations will be made at the time of consultation. See system requirements below. Please keep in mind that these are the minimum system requirements as recommended by MCCi, and should be considered independently rather than collectively. Additionally, overhead for virtualization has not been factored in to these requirements. MCCi does not recommend any version of Windows that is approaching or is beyond the "End of Extended Support Date" specified by Microsoft. Scanning Station P OS Windows 8 (32 or 64), Windows 7 (32 or 64), Windows Vista CPU 2.8 GHz processor or faster Memory 2 GB RAM or more Communications TCP /IP Web browser Internet Explorer 6.0 or higher Client OS Windows 8 (32 or 64), Windows 7 (32 or 64), Windows Vista CPU 1 GHz Processor or better, Performing OCR: Dual Core 2.8 GHz or faster processor Memory 1 GB RAM or more, Performing OCR: 2 GB RAM Communications TCP /IP Web browser Internet Explorer 6.0 or higher Batch Processing Quick Fields Machine OS Windows 8 (32 or 64), Windows 7 (32 or 64), Windows Vista, Windows XP Professional (Service Pack 3 or later) CPU 2.8 GHz Processor or better, Performing OCR: Dual Core 2.8 GHz or faster processor Memory 4 GB RAM or more Communications TCP /IP High Volume Recommendation Windows 7 x64 with 8 GB RAM, Intel Core 2 Duo Processors 3.33GHz L.osetficheApplication Server OS Windows Server 2012 R2, Windows Server 2012, Windows 2008 R2, Server 2008 (Service Pack 2 or Higher) CPU Quad -Core Processor, 2.5 GHz Processor or better Memory 4 - 8 GB RAM Communications TCP /IP DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Inia pelFile Server Storage Typical usage factoring is 18,000 black /white standard size images per GB. Clients typically use a Network Attached Storage (NAS), Storage Area Network (SAN), or a Local Storage Device. Database t anagessent Systen7 I asetfic ue Htorkflow Server OS SQL Server 2012, SQL Server 2008 R2 Standard, Microsoft SQL Server 2005 (Service Pack 3 CPU or later), Oracle 9i Release 2 (9.2.0.8 +), Oracle 10g (10.2.0.4 +), Oracle 11g (11.1.0.6 +). For Memory MSSQL, MCCi recommends storing the MDF and LDF on different drives. Growth of MDF Avante SQL or Rio SQL to 10 % -15% and Log to 5% to 10% of cumulative Laserfiche Volume size is anticipated. Avante SQL Express Microsoft SQL Server 2008 Express Edition *Note: Oracle or Microsoft SQL Server must be purchased separately. You must additionally purchase enough licensing for your DBMS to support your Laserfiche installation. I asetfic ue Htorkflow Server OS Windows Server 2012 R2, Windows Server 2012, Windows 2008 R2, Server 2008, (Service Pack 2 or Higher) CPU 4 Core Processor, 2 GHz Processor or better Memory 4 GB RAM Communications TCP /IP I asetfic ue Audit trail Server OS Windows Server 2012 R2, Windows Server 2012, Windows 2008 R2, Server 2008 (Service Pack 2 or Higher) CPU Dual Core Processor, 2 GHz Processor or better Memory 2 — 4 GB RAM Communications TCP /IP Local Storage C:\ Drive with 40GB or greater available Web Module Server(s) Required if Installing "Web Access" or Public Portal- Weblink" OS Windows Server 2012 with IIS 8, Windows Server 2008 R2 with IIS 7 CPU Dual Core 2.8 GHz or faster processor Memory 2 GB RAM or more Viewer Web Browser (minimum versions): Laserfiche Web products operate most efficiently when using Internet Explorer 9. Other supported browsers are Firefox, Safari and Chrome DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Clients are responsible for any additional security protocol setup /associated fees that are required to provide internal /external web access. An example would be setting up "Kerberos" for thin client active directory authentication, or setting up VPN access to allow Laserfiche's iPad /iPhone applications to connect through the Web Access server. Laserfiche Public Portal — Weblink Per Processor (Unlimited) licensing specifics: The Public Portal License allows unlimited connections per processor, however a large number of connections may affect the Laserfiche application server performance (one processor can handle roughly 100 to 150 concurrent retrieval connections). The client must have one Public Portal License for each Laserfiche application server they desire to connect to, and the Public Portal license must be licensed by the appropriate number of processors, which is required to match or exceed the CPUs /processors on the Laserfiche application server that the Public Portal will connect to. For example, the client must have a dual - processor or multiprocessor Public Portal license in order to connect to a Laserfiche Application Note Server that has two or more processors. Public Portal View Only Licenses may only be used with Weblink; they are not available for other applications. OCR Scheduler for I asetfiche OS Windows Operation Systems: 32 & 64 bit Requirements Laserfiche Version 8 Server (runs as a service), Laserfiche Version 8 Client. Recommendation 1 dedicated LF Named User license Must use ISIS drivers to be compatible with Laserfiche ScanConnect software. Scanner compatibility should be confirmed by referencing the most up to date Laserfiche published supported scanner list at: http: / /Iaserfiche.com/ static /Resources /scanlist.html. I.osetfiche F''ornis Laserfiche Server Version 8.3.2 or higher, Avante or Rio licensing model Web Server Windows Server 2008 or Windows 7 with IIS 7 or 7.5, Windows Server 2012 CPU 2.9 GHz or faster processor Memory 8 GB RAM or more Database Server Microsoft SQL Server 2008, 2008 R2, and 2012, and 2012 R2 Client Laserfiche Forms can be viewed in Chrome, Firefox 3.5 and higher, Internet Explorer 7 and higher, Opera, and Safari (Mac only). It also support mobile browsing from iPad 2 and higher. For best results we recommend using Internet Explorer 9 or higher, Firefox 12 or higher, or Chrome 6 or higher Note Internet Explorer 7 users should install Microsoft security update 947864 (MS08 -024) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA The terms of this agreement shall remain in force and effect for a period of ninety (90) days from the date appearing below, unless accepted by the Client. Submitted by: MM, a Limited Liability Company Date: October 5, 2015 DocuSigned by: 6K" barsf6w By: _ '49P (Signature) Donny Barstow President (Printed Name & Title) Noted Items Accepted by: DENTON, TEXAS October 20, 2015 Date: By: FDocuSigned by: -48&4&92&F&E-@48Q (Signature) George c Campbell city Manager (Printed Name & Title) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MM Support Services TABLE OF CONTENTS PURPOSE................................................................................................................................. ............................... 2 SCOPEOF AGREEMENT ............................................................................................................ ..............................2 SERVICES AUTOMATICALLY PROVIDED UNDER THIS AGREEMENT ............................................................... ..............................2 REQUESTS FOR SERVICES NOT COVERED UNDER THIS AGREEMENT ........................................................... ..............................2 APPLICATIONSCOVERED .................................................................................................................... ..............................4 PROCESSES AND PROCEDURES RELATED TO THIS AGREEMENT ................................................ ..............................4 CALLMANAGEMENT PROCESS ............................................................................................................ ..............................4 METRICS.................................................................................................................................. ..............................4 METRICSREPORTING ........................................................................................................................ ..............................4 SUPPORT METRICS REAL -TIME MONITORING ......................................................................................... ..............................4 DEPENDENCE ON OTHER ORGANIZATIONS .............................................................................. ..............................4 APPENDIXA ............................................................................................................................. ..............................5 DEFINITIONS.................................................................................................................................... ..............................5 SupportRequest ....................................................................................................................... ..............................5 Levelsof Support ...................................................................................................................... ..............................5 SeverityCodes .......................................................................................................................... ..............................5 APPENDIXB ............................................................................................................................. ..............................7 ROLES AND RESPONSIBILITIES .............................................................................................................. ..............................7 theclient .................................................................................................................................. ..............................7 MCCi........................................................................................................................................ ............................... 7 Page 1 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support MCCi Support Services Purpose The purpose of this Support Service Level Agreement (SLA) is to formalize an arrangement between MCCi and the client to deliver specific support services, at specific levels of support, and at an agreed -upon cost. This document is intended to provide details of the provision of level 3 application support services to the client. Only clients that opt in to this formal SLA (which has an additional cost that is not included in annual software maintenance and support renewal), receive the additional benefits stated in section La. of this agreement. Scope of Agreement The following services are provided in response to the transfer of trouble tickets from the client to MCCi in accordance with MCCi's case management process. Services Automatically Provided Under This Agreement The following services are provided in response to the transfer of trouble tickets for level 3 support from the client to MCCi: 1. Corrective maintenance— Defined as activities associated with correcting software errors and /or system disruptions caused by software related issues. a. Available Only with Active SLA • Four business hour response time – For Severity Level 1 and Severity Level 2 support requests. • Unassisted remote access – Rather than requiring a client user to monitor and aide in remote support sessions, MCCi will work in an unassisted environment when appropriate and when granted access. • Dedicated support representative by request – Client can request and schedule time with a specific support representative. • Ability to schedule after hours events /upgrades /etc. – Clients with an active SLA have the ability to schedule after -hour services sessions with MCCi technical resources. Please note that charges for the specific services still apply. b. Available to all clients (As long as the client has an active support /maintenance agreement) • Live support hours – 8AM – 8PM EST Root -cause analysis - Analysis of the root causes of problems. MCCi will review problems to determine their root causes, take measures to correct the sources of the problems, and will distribute responses in a timely fashion. Application of available bug fixes - Defined as the emergency repair of any system operation that does not comply with the current system specifications. This includes system errors, "hung" or halted screens, and unexpected results within the system that render it unusable for the purpose for which it was designed. MCCi relies on the partner software manufacture to provide such bug fixes. 2. Ticket status updates —MCCi will provide direct access to its ticket tracking system for monitoring purposes Requests for Services NOT Covered Under This Agreement This agreement does not cover the following requests. However, MCCi would be pleased to provide a separate statement of work in proposing services to address any of the following: 1. Evaluation of new software or hardware — Evaluation or approval of new software or hardware for use within the client's Laserfiche system. This includes systems developed outside of the Laserfiche system, such as third - party systems, or systems developed by the client. Page 2 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support MM Support Services 2. Procurement of new software or hardware —If client requires a specific remote access software to be used for support, all software or hardware required for MCCi's use to support the client's applications will be the responsibility of the client. 3. On -call MM support management— MCCi's support managers are not required to be on call. If at a later date the client requires the support manager to be on call for a specific purpose, or on a longer -term basis, then the time must be scheduled and the client shall be charged additional for this service. 4. Level 1 and 2 support —Level 1 (help desk) and level 2 (infrastructure support) shall be provided by the client for each production application to be supported, and they shall perform their assigned duties, such as Operating System software, Web server, authentication software, software installation, application installation on production servers, database connections, client software installation, and database changes. This will be provided for the duration of this agreement. 5. Backup Services – Any and all back up services are the responsibility of the client. 6. Specific training— Training packages are available at an additional charge based on client needs. Clients can procure annual training packages through renewal of "Managed Services" or have the option of purchasing training and /or consulting when needed. 7. Major upgrades to applications supported by MM –The level of effort required to upgrade from one major version release to the next is uncertain until it becomes available and has been tested. Major version upgrades typically require professional service assistance, while point release updates to existing versions are supported as part of the service level agreement. Access to updated and new version licensing always requires an active software maintenance plan, which is separate from MCCi's SLA. 8. Upgrades to application software and associated hardware that is not directly supported by MM —This includes operating system upgrades, database upgrades, authentication software upgrades, and any other third -party vendor - required upgrades. The client's IT infrastructure and management of other internal applications are the responsibility of the client. Prior to upgrading a related application or hardware device, MCCi does require that the client contact MCCi Support to ensure compatibility. 9. Assistance with application usage— Training packages are available at an additional charge based on client needs. Clients can procure annual training packages or they have the option of purchasing training and /or consulting when needed. 10. Assistance with application usage when unsupported or nonstandard hardware or software is involved 11. Manufacturer's Software Maintenance Renewal –The renewal of the manufacturer's required maintenance package is not included in MCCi's SLA. It is a separate and required renewal item, however MCCi makes every effort to align renewal dates for ease of administration and record keeping. 12. Managed Services – Managed Services are not included in MCCi's SLA. Managed Services are a separate and optional renewal item. Managed Services are typically utilized as pre - purchased discounted time for the purposes of additional training, consultation, professional services, etc. The majority of MCCi clients elect to have Managed Services as part of their annual software renewal package. 13. Modifications to original application configurations— Changes in the client's organization or business needs (such as a reorganization or change in business process) may make the current configurations obsolete. When this occurs, the client should engage MCCi through Managed Services or custom packaged Professional Service options. It is highly recommended that the client manager and MCCi work closely together to anticipate future needs and prepare timely updates of systems to accommodate the client's constantly changing business. Page 3 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support NIM Support Services Applications Covered This agreement is for services related to support requests concerning the production applications sold and supported directly by MW and that have an active Software Assurance Plan, and an active MW SLA. Processes and Procedures Related to This Agreement Call Management Process MCCi's problem- ticket system will be used to record and track all problem reports, inquires, or other types of calls received by level 3 support. This provides MW with the ability to provide metrics in regard to this SLA. Metrics Metrics Reporting Standard reports are available upon request. These reports are expected to be produced by MCCi's problem- ticket system, which will detail ticket management performance against SLA targets. Metrics only include the support requests that are transferred to MW for resolution. The metrics will be reported via existing standard problem - ticket system reports as available. Support Metrics Real -time Monitoring The client has the ability to track and monitor individual support cases in real -time by utilizing MCCi's problem - ticket system. A requirement is that the client use MCCi's problem- ticket system to enter problem tickets. Dependence on Other Organizations MW is dependent on other organizations in providing application support services to the client. MW depends on client resources for services (i.e., help desk, network administration, database services, etc.), and is also dependent on external suppliers (i.e. integrated application providers, hardware providers, etc.). The client will manage the interface into those suppliers as it relates to the provision of services under this agreement. MW is also dependent on MW software partners in regards to providing 2 "d tier and escalation of support cases when needed. The list of organizations and vendors that MW is dependent on may change during the term of this agreement. Page 4 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support MCCi Support Services Appendix A Definitions Support Request For the purposes of this agreement, a Support Request is generally defined as a request for support to fix a defect in existing application code or a request for support that involves no modifications to application code, such as a question. Levels of Support There are three available levels of support; Level 3 is provided with this agreement. These levels are integrated into the the client's support process. These levels are defined as follows: • Level 1 —This is support provided by the client's internal help desk when it receives the Support Request from a client end user. This represents generalist support. If this level of support cannot resolve the problem, the Support Request is passed to the client's level 2 support, which is the infrastructure support specialists. Level 2 —This is support provided by the client's infrastructure support or subject matter specialist. Operational issues will be resolved at this level. If resolution requires additional assistance, the Support Request is passed to MCCi's level 3 support. • Level 3 —This is support provided by a MCCi application support specialist. This level of support does remotely perform point release version updates and application of available bug fixes, if required to resolve the problem. All level 3 contact /ticket reporting is handled by the client's level 2 support contact. Severity Codes The following characteristics are used to identify the severity of a problem report: • Business and financial exposure • Work outage • Number of clients affected • Workaround • Acceptable resolution time It is not necessary (nor is it likely) to have perfect match of each characteristic to categorize a problem report at a particular severity level. A given problem must be judged against each of the characteristics to make an overall assessment of which severity level best describes the problem. The level 1 support agent and the client jointly determine the initial severity rating for the report. Level 2 and level 3 support personnel may then negotiate with the client to modify this severity after the report is elevated to them. Page 5 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support MCCi Support Services Severity 1 (Critical) Business and financial exl The application failure creates a serious business and financial exposure. Work Outage The application failure causes the client to be unable to work or perform some significant portion of their job. Severity 2 (High) re The application failure creates a serious business and financial exposure. The application failure causes the client to be unable to work or perform some significant portion of their job. Number of Clients Affected The application failure The application failure affects a large number affects a large number of clients. of clients. Workaround [This bullet carries the heaviest weightir, There is no acceptable There is an acceptable workaround to the and implemented problem (i.e., the job workaround to the cannot be performed in problem (i.e., the job any other way). can be performed in some other wav). ;ponse Time Within four business hours. Within four business hours. Severity 3 (Medium) The application failure creates a low business and financial exposure The application failure causes the client to be unable to perform some small portion of their job, but they are still able to complete most other tasks. May also include questions and requests for information. The application failure affects a small number of clients. the characteristics for There may or may not be an acceptable workaround to the problem. Within eight business hours. Severity 4 (Low) The application failure creates a minimal business and financial exposure. The application failure causes the client to be unable to perform a minor portion of their job, but they are still able to complete most other tasks. The application failure may only affect one or two clients. -ity 1 and 2.] There is likely an acceptable workaround to the problem. Within eight business hours. Page 6 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support MM Support Services Appendix B Roles and Responsibilities The Client The Client has the following general responsibilities under this agreement: • The Client will conduct business in a courteous and professional manner with MCCi. • The Client users, clients, and /or suppliers using the applications stated in the Statement of Work will use the appropriate help desk to request support. • The Client will use its own appropriate help desk to provide level 1 support; this includes creating problem tickets, work orders, and assigning responsibility to the appropriate level 2 client resource. • The Client will use its own appropriate internal support to provide level 2 support for infrastructure related items; server, network, firewall, operating systems, web server, authentication software, software installation, application installation on production servers, database connections, database changes, data backup and storage, and all other infrastructure related responsibiliites. • The Client will provide all information required to open a support request. • The Client will assign severity codes adhering to the correct usage of these codes as defined in the client's case management process. • Once a support request has been submitted, the client will make its personnel available to work with the MCCi support resource assigned to the support request. • The Client end users do not contact MCCi support resources directly to report a problem. All problem calls must be logged through the appropriate help desk. This ensures maximum availability and response times. • The Client will continue to provide MCCi access, software, licensing, training, documentation, and support of its remote access software if it requires MCCi to utilize specific software to provide remote support. Otherwise MCCi will utilize it's exsitng client user - assisted remote access tools. MCCi MCCi has the following general responsibilities under this agreement: • MCCi will conduct business in a courteous and professional manner with the client. • MCCi will log all information from the client required to establish contact information, document the nature of the problem and the client's hardware /network environment (as applicable). • MCCi will attempt to resolve problems over the phone on first call. • MCCi will escalate support request to next level of internal support within MCCi upon approach of escalation points. • MCCi will obtain the client's approval before ticket closure or may close the ticket if 3 business days elapse without an update from the client. • MCCi will be the interface on behalf of the client to MCCi's partner software manufacturers There are several roles deployed within MCCi that are integral to the provision of support services to the client. These roles include the following: IT Director /Support Manager The MCCi IT Director will provide the overall direction of the activities of the support specialists, and will participate directly in the production of the associated deliverables when needed. This individual reports to the MCCi President. His or her duties include supporting the Support Manager, Account Support Representatives, Project Managers, Developers, Trainers and other members of the MCCi team. Page 7 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Service Level Agreement Level 3 Application Support MM Support Services Account Support Representative: The MCO account support representatives work as a dynamic team of support professionals who provide level 3 application support for applications provided and supported by MCCi. Reporting to the MCO IT Director and /or MCO Support Manager, they are responsible for the timely submission of all deliverables. Their duties include: • Dedicating 100 percent of time to the support of existing MCO clients • Conducting all root -cause analysis and bug fix isolation and resolution activities, and associated documentation for the individual tasks, as assigned by the MCO technology director and /or support manager. • Acting as a point of contact for all application issues (software errors and related questions). • For enhancements, determining the potential high -level effort for all changes, and based on that, either passing it on to a member of MCO's Managed Services team if it is not a technical support related issue, or completing it themselves if possible. All bugs /software errors are addressed by level 3 support. • Identifying all tasks associated with each support request and deriving time estimates for the completion of each task. • Responsibility for responding to and updating tickets. • Assitance in testing to resolve application problems. • Providing knowledge transfer to backup support specialist when needed. • Preparing weekly and monthly status reports for pending support tickets when requested. Escalated /Overflow Support Representative: These representatives are responsible for the timely submission of all deliverables and typically have other higher level job duties such as project management, managed services, or development. Their duties include: • Acting in the capacity of an Account Support Representative when there are additional capacity or escalation needs. Page 8 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Exhibit C Laserfiche Services Scope of Work File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Scope of Work Laserfiche Upgrade and Maintenance Support Services SCOPE OF WORK AND SERVICES It is anticipated that the scope of work will include, at a minimum, the following: W 9A The City is seeking a Contractor to perform Laserfiche (LF) Maintenance for current United 8.2.687 version and upgrade implementation cost and licensing for migrating to LF RIO along with purchasing and implementing LF Forms Package to include three (3) forms creations. The City also has workflows processes that query Oracle, SQL, Access, and Excel backend databases that will need to function with upgraded RIO without losing current functionality. There are several automated imports from network shares that go into LF. Maintenance shall be for a three -year timeframe beginning October 25, 2015 through October 24, 2018. The City is seeking LF maintenance for United 8.2 version and implementation and upgrades the software to RIO licenses. The City has workflow processes and automated imports that will need to function with upgraded RIO without losing current functionality. With LF, the user departments can better manage and centralize their electronic records with flexibility to customize filing structures, records retrieval, and workflows that reflect records management business processes. By purchasing and implementing the LF Forms Package to include development of three (3) forms, the City will automate business processes and increase staff productivity. The City is interested in receiving proposals to contract with a qualified and experienced technology contractor to perform a LF software application upgrade from United 8.2 version to RIO with implementation of the LF Forms Package to include development of three (3) departmental forms. The expectation of this upgrade is to maintain the same level of service the City currently utilizes using standard Laserfiche RIO licensing and workflows. After the upgrade, the City plans on contracting with the approved VAR for recommendations on application and workflow enhancements to better utilize the application along with the implementation or installation of approved enhancements. A sample listing is provided. The City has approximately 190 workflow processes that query Oracle, SQL, Access, and Excel backend databases that are using standard Laserfiche tools. Updating repositories and migrating data will need to be scheduled with the user departments with some migrations needing to be performed after hours or on weekends. Each repository will need to be migrated separately with testing performed by user departments and sign off before going live (a.k.a. "go- live "). There are several automated imports from network shares that go into Laserfiche that the contractor will need to include in their proposal. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA The City has performed an assessment with the user departments and will need 300 Full Licenses and one (1) Processor License for RIO internal & public portal. The Laserfiche Forms Package is a new module that will need to be tested and implemented by contractor before go- live along with the development of three (3) departmental forms. The City needs maintenance starting October 24, 2015, with the implementation to RIO for all repositories completed by April 1, 2016. The number and cost amount of RIO user licenses will need to be provided in the proposal for this upgrade prior to awarded contract. The City understands that pricing for software and support will change if the software license and implementation order is not placed by November 15, 2015. The Contractor shall provide the following engagement: 1. "Turn key" implementation of Laserfiche RIO. Refer to professional services section of price proposal (Exhibit B of this Agreement) for details. 2. Workflow configurations or functional modifications shall not be included in this engagement. Contractor shall provide hourly rates and number of hours for each engagement for the following roles: 1. Application resource 2. Workflow resource 3. Database Administrator 4. Project Manager For maintenance support calls, the City requires and expects a four -hour call back window from the contractor. The following current Laserfiche products will need to be converted using the RIO licenses. Current Laserfiche Products the City of Denton is running: • LF Enterprise Server (Quantity: 1) • LF Full User (Quantity: 75) • LF Read -Only User (Quantity: 75) • LF Audit -Trial Module (Quantity: 1) • LF E -mail Plug -In • LF Plus Plug -in • LF Snapshot • Quick Fields (Quantity: 1) • QF Zone OCR (Quantity: 1) • Records Management Premier Edition (Quantity: 1) • SDK Pack (Quantity: 1) • LF Web Access • LF WebLink • LF Workflow (Quantity: 75) • LF Import Agent File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA B. City of Denton responsibilities: The City of Denton resource availability for the project is limited, which will require the upgrade partner to fill most roles to deliver the project 1. Technical infrastructure configuration and support 2. Validate and verify data migration for data accuracy 3. Validate and verify data of standard LF and custom reports for data accuracy 4. Validate and verify workflow processes 5. The City of Denton shall provide appropriate work space within City offices for project staff to complete the upgrade project. 6. The City of Denton shall provide remote access to the LF System, as necessary. 7. The City of Denton shall not provide per diem or travel for project staff assigned to this project. The negotiated price for the upgrade shall be firm, fixed. C. Minimum Project Assumptions 1. Technical upgrade — i.e. no business process change except where Workflow processes are implemented. 2. Minimize impact to end users a. Updating of repositories and migrating data shall be scheduled with the user departments. Some migrations shall be done after close of business or on weekends to minimize the impact on the end users. 3. Mandatory requirements to ensure functionality or quality a. Each City user department with a Laserfiche repository shall sign off on the upgrade tests prior to going live. D. City of Denton is currently running: Laserfiche United 8.2.687 is running in a virtual environment (VMware release 5.5) with Laserfiche Workflow 9.0. The database is SQL with fourteen (14) repositories and one test repository where the repositories are used by various City departments. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Exhibit D State of Texas Department of Information Resources Contract No. DIR -SDD -2502 Terms and Conditions File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES MCCi, LLC 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR ") with its principal place of business at 300 West 15`x' Street, Suite 1300, Austin, Texas 78701, and MCCi, LLC (hereinafter "Vendor "), with its principal place of business at 1700 Capital Circle SW, Tallahassee, FL 32310. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR - SDD -TMP -198, on November 12, 2012, for Software Products and Related Services. Upon execution of this Contract, a notice of award for RFO DIR - SDD - TMP -198 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Laserfiche Software License Agreement; Appendix E, Blueridge Software License Agreement and /or Service Agreement; Appendix F, Granicus, Inc. Service Agreement; Exhibit 1, Vendor's Response to RFO DIR - SDD -TMP -198, including all addenda; and Exhibit 2, RFO DIR - SDD -TMP -198, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Appendix E, then Appendix F, then Exhibit 1 and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be one (1) year commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to three (3) optional one -year terms. Page I of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 Protracted contract negotiations may, in DIR's sole discretion, result in fewer optional terms. 3. Product and Service Offerings A. Products Products available under this Contract are limited to those software products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.13 above. B. Services Services available under this Contract are limited to those software services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.13 above. 4. Pricing A. Manufacturer's Suggested Retail Price (MSRP) MSRP is defined as the product sales price suggested by the manufacturer or publisher of a product. B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified in Appendix C, Pricing Index. C. Customer Price 1) The price to the Customer shall be calculated as follows: Customer Price = MSRP — Customer Discount 2) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract or (ii) any other entity or consortia authorized by Texas law to sell said products and services to eligible Customers, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Vendor or its resellers for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing Page 2 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 purchases. This Contract shall be amended within ten (10) business days to reflect the lower price. D. DIR Administrative Fee The administrative fee specified in Section 5 below shall not be broken out as a separate line item when pricing or invoice is provided to Customer. E. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited delivery, Customer will be responsible for any charges for expedited delivery. F. Tax - Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(1) and 0). G. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (http: / /www. window .state.tx.us /procurement/pro /g stmp /). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre - approved in writing by Customer. H. Changes to Prices Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Price decreases shall take effect.automatically during the term of this Contract and shall be passed onto the Customer immediately. 5. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one -half of one percent (0.50 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $500.00. Page 3 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Robin Abbott, Manager Contract and Vendor Management Department of Information Resources 300 W. 15"' St., Suite 1300 Austin, Texas 78701 Phone: (512) 475 -4700 Facsimile: (512) 475 -4759 If sent to the Vendor: Donny Barstow MCCi, LLC 1700 Capital Circle SW Tallahassee, FL 32310 Phone: (800) 342 -2633 Facsimile: (850) 701 -0715 Email: dwbgmccinnovations.com 7. Software License and Service Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreements set forth in Appendix D and E of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D and E. Order Fulfiller shall make the Software License Agreements terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreements is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions. Page 4 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 B. Shrink/Click -wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink- wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click -wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click -wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix F of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. 8. Intellectual Property Matters A. Definitions L" Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know -how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer Page 5 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2. "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know -how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3. "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and /or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 4. "Third Party IP" means the Intellectual Property Rights of any third party not a party to this Contract, and which is not directly or indirectly providing any goods or services to Customer under this Contract. 5. "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Page 6 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday thru Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and /or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. Page 7 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product, shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub - paragraph H. Hereunder, Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non - transferable, non - exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non- exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the Page 8 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product and not for the use or benefit of such third party in any other capacity. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. Page 9 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA DIR Contract No. DIR -SDD -2502 This Contract is executed to be effective as of the date of last signature. MCCi, LLC Authorized By: Signature on File Name: Donny Barstow Title: President Date: 7/22/2013 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Karen Robinson Title: Executive Director Date: 7/31/13 Office of General Counsel: Signature on File Page 10 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts Table of Contents 1. Contract Scope ........................................................................................ ............................... 1 2. No Quantity Guarantees .......................................................................... ............................... 1 3. Definitions ................................................................................................ ..............................1 4. General Provisions .................................................................................. ............................... 2 A. Entire Agreement ........................................................................... ............................... 2 B. Modification of Contract Terms and /or Amendments ................... ............................... 2 C. Invalid Term or Condition ............................................................. ............................... 2 D. Assignment .................................................................................... ............................... 3 E. Survival ........................................................................................... ..............................3 F. Choice of Law ................................................................................ ............................... 3 G. Limitation of Authority .................................................................. ............................... 3 H. Proof of Financial Stability ............................................................ ............................... 3 5. Intellectual Property Matters ................................................................... ............................... 4 A. Definitions ....................................................................................... ..............................4 B. Ownership ...................................................................................... ............................... 5 C. Further Actions .............................................................................. ............................... 5 D. Waiver of Moral Rights ................................................................. ............................... 6 E. Confidentiality ................................................................................ ..............................6 F. Injunctive Relief ............................................................................. ............................... 6 G. Return of Materials Pertaining to Work Product ........................... ............................... 6 H. Vendor License to Use ................................................................... ............................... 7 I. Third -Party Underlying and Derivative Works ............................. ............................... 7 J. Agreement with Subcontracts ........................................................ ............................... 7 K. License to Customer ...................................................................... ............................... 7 L. Vendor Development Rights .......................................................... ............................... 8 6. Product Terms and Conditions ................................................................ ............................... 8 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) .......................... ............................... 8 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) .............................................................................................. ............................... 8 7. Contract Fulfillment and Promotion ....................................................... ............................... 9 A. Service, Sales and Support of the Contract .................................... ............................... 9 B. Use of Order Fulfillers ................................................................... ............................... 9 1) Designation of Order Fulfillers ................................................ ............................... 9 2) Changes in Order Fulfiller List ................................................ ............................... 9 3) Order Fulfiller Pricing to Customer ....................................... ............................... 10 02/04/2015 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts C. Product Warranty and Return Policies ......................................... ............................... 10 D. Customer Site Preparation ........................................................... ............................... 10 E. Internet Access to Contract and Pricing Information .................. ............................... 10 15 1) Vendor Website ..................................................................... ............................... 10 3) Historically Underutilized Businesses Subcontract Reports .. ............................... 2) Accurate and Timely Contract Information ........................... ............................... 10 16 3) Website Compliance Checks ................................................. ............................... 10 C. Records and Audit ........................................................................ ............................... 4) Website Changes .................................................................... ............................... 11 17 5) Use of Access Data Prohibited .............................................. ............................... 11 6) Responsibility for Content ..................................................... ............................... 11 F. DIR Logo ..................................................................................... ............................... 11 G. Vendor and Order Fulfiller Logo ................................................. ............................... 11 H. Trade Show Participation ............................................................. ............................... 11 I. Orientation Meeting ..................................................................... ............................... 12 J. Performance Review Meetings .................................................... ............................... 12 K. DIR Cost Avoidance .................................................................... ............................... 12 8. Pricing, Purchase Orders, Invoices, and Payments ............................... ............................... 12 A. Manufacturer's Suggested Retail Price (MSRP) or List Price ..... ............................... 12 B. Customer Discount ....................................................................... ............................... 12 C. Customer Price ............................................................................. ............................... 12 D. Shipping and Handling Fees ........................................................ ............................... 13 E. Tax - Exempt .................................................................................... .............................13 F. Travel Expense Reimbursement .................................................. ............................... 13 G. Changes to Prices ......................................................................... ............................... 13 H. Purchase Orders ........................................................................... ............................... 14 I. Invoices ........................................................................................ ............................... 14 J. Payments ...................................................................................... ............................... 14 9. Contract Administration ........................................................................ ............................... 15 A. Contract Managers ....................................................................... ............................... 15 1) State Contract Manager .......................................................... ............................... 15 2) Vendor Contract Manager ...................................................... ............................... 15 B. Reporting and Administrative Fees ............................................. ............................... 15 1) Reporting Responsibility ....................................................... ............................... 15 2) Detailed Monthly Report ....................................................... ............................... 15 3) Historically Underutilized Businesses Subcontract Reports .. ............................... 15 4) DIR Administrative Fee ......................................................... ............................... 16 5) Accurate and Timely Submission of Reports ........................ ............................... 16 C. Records and Audit ........................................................................ ............................... 16 D. Contract Administration Notification .......................................... ............................... 17 10. Vendor Responsibilities ........................................................................ ............................... 18 A. Indemnification ............................................................................ ............................... 18 B. Taxes /Worker's Compensation/UNEMPLOYMENT INSURANCE ........................ 19 C. Vendor Certifications ................................................................... ............................... 20 D. Ability to Conduct Business in Texas .......................................... ............................... 21 02/04/2015 i i DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts E. Equal Opportunity Compliance ................................................... ............................... 21 F. Use of Subcontractors .................................................................. ............................... 22 G. Responsibility for Actions ........................................................... ............................... 22 H. Confidentiality ............................................................................. ............................... 22 I. Security of Premises, Equipment, Data and Personnel ................ ............................... 22 J. Background and /or Criminal History Investigation ..................... ............................... 23 K. Limitation of Liability .................................................................. ............................... 23 L. Overcharges ................................................................................. ............................... 23 M. Prohibited Conduct ...................................................................... ............................... 23 N. Required Insurance Coverage ...................................................... ............................... 23 O. Use of State Property ................................................................... ............................... 25 P. Immigration .................................................................................. ............................... 25 Q. Public Disclosure ......................................................................... ............................... 25 R. Product and /or Services Substitutions ......................................... ............................... 25 S. Secure Erasure of Hard Disk Products and /or Services ............... ............................... 26 T. Deceptive Trade Practices; Unfair Business Practices ................ ............................... 26 U. Drug Free Workplace Policy ....................................................... ............................... 26 V. Accessiblity of Public Information .............................................. ............................... 26 W. Vendor Reporting Requirements ................................................. ............................... 26 11. Contract Enforcement ........................................................................... ............................... 27 A. Enforcement of Contract and Dispute Resolution ....................... ............................... 27 B. Termination .................................................................................... .............................27 1) Termination for Non - Appropriation ...................................... ............................... 27 a) Termination for Non - Appropriation by Customer ............. ............................... 27 b) Termination for Non - Appropriation by DIR ..................... ............................... 27 2) Absolute Right ....................................................................... ............................... 28 3) Termination for Convenience ................................................ ............................... 28 4) Termination for Cause ........................................................... ............................... 28 a) Contract .............................................................................. .............................28 b) Purchase Order ................................................................. ............................... 28 5) Customer Rights Under Termination ..................................... ............................... 29 6) Vendor or Order Fulfiller Rights Under Termination ............ ............................... 29 C. Force Majeure .............................................................................. ............................... 29 12. Notification ........................................................................................... ............................... 29 A. Notices ......................................................................................... ............................... 29 B. Handling of Written Complaints .................................................. ............................... 29 13. Captions ................................................................................................ ............................... 30 02/04/2015 iii DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 1. Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and /or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services will be procured through the Contract. 3. Definitions A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non -profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith -based group, that enters into a financial or non- financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low- income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74. 1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check — an audit of Vendor's compliance with the Contract may be 02/04/2015 Page 1 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts performed by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA — refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller — the party, either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State — refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and /or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre - printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. 3) Customers and Vendor will negotiate and enter into written agreements regarding statements of work, service level agreements, remedies, acceptance criteria, information confidentiality and security requirements, and other terms specific to their Purchase Orders under the Contract with Vendors. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable State and /or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term 02/04/2015 Page 2 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts or condition and DIR does not waive the applicable State and /or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more terms or conditions in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party and, for Vendor, a mutually agreed written Contract amendment. Any other assignment by a party shall require the written consent of the other party and a mutually agreed written Contract amendment. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Vendor or Order Fulfiller shall survive expiration or termination of the Contract. Rights and obligations under this Contract which by their nature should survive, including, but not limited to any and all payment obligations invoiced prior to the termination or expiration hereof; obligations of confidentiality; and, indemnification, will remain in effect after termination or expiration hereof. F. Choice of Law The laws of the State shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or DIR. H. Proof of Financial Stability Either DIR or Customer may require Vendor to provide proof of financial stability prior to or at any time during the contract term. 02/04/2015 Page 3 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 5. Intellectual Property Matters A. Definitions 1)" Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know -how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction - to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2) "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know -how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3) "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and /or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 02/04/2015 Page 4 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 4) "Third Party IP" means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not directly or indirectly providing any goods or services to Customer under this Contract. 5) "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and /or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and 02/04/2015 Page 5 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub - paragraph H. hereunder. Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer 02/04/2015 Page 6 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertain to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non - transferable, non - exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non - exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. 02/04/2015 Page 7 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 6. Product Terms and Conditions A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. 2) Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide DIR with a completed Voluntary Product Accessibility Template (VPAT) of the specified product or a URL to the VPAT for reviewing compliance with the State Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act). B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 6.13.2, below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR or a written certification that a commodity is not on DIR contract (for the limited purpose of purchasing from a local government purchasing cooperative). 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, 02/04/2015 Page 8 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection 6.13. 7. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed through the Contract. B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with 02/04/2015 Page 9 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts the State's Policy on Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 7.13. La above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then- currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Website Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, non -DIR Contract offerings at Vendor's website. The website must include the product and services offered, product and service specifications, specific contract pricing expressed in dollars as well as discount off MSRP or List Price, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this website is compliant with the 02/04/2015 Page 10 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts pricing as stated in the Contract. 4) Website Changes Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to suspend, terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link suspension, termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and /or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. DIR Logo Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. G. Vendor and Order Fulfiller Logo DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or more DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any 02/04/2015 Page 11 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. I. Orientation Meeting Within thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract. DIR, at its discretion, may waive the orientation requirement for Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. K. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide DIR with a detailed report of a representative sample of products sold under the Contract. The report shall contain: product part number, product description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the products. 8. Pricing, Purchase Orders, Invoices, and Payments A. Manufacturer's Suggested Retail Price (MSRP) or List Price MSRP is defined as the product sales price list published in some form by the manufacturer or publisher of a product and available to and recognized by the trade. A price list especially prepared for a given solicitation is not acceptable. B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified in Appendix C, Pricing Index. C. Customer Price 1) The price to the Customer shall be calculated as follows: Customer Price = (MSRP or List Price — Customer Discount as set forth in Appendix C, Pricing Index) x (1 + DIR Administrative Fee, as set forth in the Contract). 02/04/2015 Page 12 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 2) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for products or services available under this Contract is provided by the Vendor at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract or (ii) to any other customer under the same terms and conditions provided for the State for the same commodities and services under this contract, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Vendor or its resellers for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing purchases. Vendor shall notify DIR within ten (10) days and this Contract shall be amended to reflect the lower price. D. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited or special delivery, Customer will be responsible for any charges for expedited or special delivery. E. Tax - Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(1) and 0). F. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (http: / /www.window.state.tx.us /procurement /pro /g stmp /). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in the Contract is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre- approved in writing by Customer. G. Changes to Prices Subject to the requirements of this section, Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. 02/04/2015 Page 13 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 1) Price increase or decrease change requests must be requested with a signed cover letter indicating the change in price. Price increase requests must be accompanied by a copy of the manufacturer or publisher's price list. 2) Price decreases shall take effect automatically during the term of this Contract and shall be passed onto the Customer immediately. 3) Requests for price increases will be accepted or rejected by DIR within thirty (30) calendar days after receipt of a properly submitted request. Increases that are not accepted within thirty (30) calendar days will be deemed rejected. If a properly submitted increase is rejected, Vendor may request that the product or service rejected be removed from the Contract. The product or service will be removed from the Contract upon execution of a written Contract amendment, which shall be transmitted to Vendor by DIR within thirty (30) calendar days after receipt of the written request to remove the product or service and executed by both parties without undue delay. Existing pricing must be honored up to the date of execution of the Contract amendment. Prices may not be increased for at least ninety (90) calendar days after the contract start date. Price reductions will be accepted at any time. H. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. I. Invoices 1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and /or services purchased under the Contract and any provision of acceptance of such products and /or services shall be made by the Customer to the Order Fulfiller. 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. 3) The administrative fee as set forth in the Contract shall not be broken out as a separate line item when pricing or invoice is provided to Customer. J. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. 02/04/2015 Page 14 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 9. Contract Administration A. Contract Managers DIR and the Vendor will each provide a Contract Manager to support the Contract. Information regarding the Contract Manager will be posted on the Internet website designated for the Contract. 1) State Contract Manager DIR shall provide a Contract Manager whose duties shall include but not be limited to: i) advising DIR and Vendor of Vendor's compliance with the terms and conditions of the Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports submitted by Vendor. 2) Vendor Contract Manager Vendor shall provide a dedicated Contract Manager whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then - current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of DIR, adequately serving the needs of the State. B. Reporting and Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous calendar month period. Reports shall be submitted to the DIR ICT Cooperative Contracts E -Mail Box at ict.sales o dir.texas. 7ov. Reports are due on the fifteenth (15"') calendar day after the close of the previous month period. If the 15t" calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. The monthly report shall include, per transaction: the detailed sales for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the administrative fee due for the reporting period, and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with Vendor's relevant 02/04/2015 Page 15 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The maximum administrative fee is set by the Texas Legislature in the biennial General Appropriations Act. Payment of the administrative fee shall be due on the fifteenth (15"') calendar day after the close of the previous month period. DIR may change the amount of the administrative fee upon thirty (30) calendar days written notice to Vendor without the need for a formal contract amendment. b) Vendor shall reference the DIR Contract number, reporting period, and administrative fee amount on any remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. c) Failure to timely submit three (3) reports or administrative fee payments within any rolling twelve (12) month period may, at DIR's discretion, result in the addition of late fees of $100 /day for each day the report or payment is due (up to $1000 /month) or suspension or termination of Vendor's Contract. C. Records and Audit 1) Acceptance of funds under the Contract by Vendor and /or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency or designee, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor or designee in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative 02/04/2015 Page 16 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of four (4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, MSRP or list price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and /or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the compliance checks designated by the DIR Internal Audit department, DIR Contract Management staff, the State Auditor's Office, and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and /or copying such books and records. Vendor and /or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and /or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and /or copying Vendor's and /or Order Fulfiller's records. Vendor's and /or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and /or Order Fulfiller personnel familiar with the Vendor's and /or Order Fulfiller's books and records shall be available to the DIR Internal Audit department, or DIR Contract Management staff and designees as needed. Vendor and /or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt. 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Order Fulfillers through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. D. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification 02/04/2015 Page 17 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts of the following: i) DIR Contract Administrator name and contact information, and ii) DIR Cooperative Contracts E -Mail Box information. 10. Vendor Responsibilities A. Indemnification 1) INDEPENDENT CONTRACTOR VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER OR THE STATE OF TEXAS. 2) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND /OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 3) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. 02/04/2015 Page 18 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non - infringing. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER AND /OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND /OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND /OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND /OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 02/04/2015 Page 19 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts C. Vendor Certifications Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) Vendor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order # 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit; Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) agree that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; 02/04/2015 Page 20 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts (xii) have identified all current or fonner, within the last five years, employees of the State assigned to work on the DIR Contract 20% or more of their time and have disclosed them to DIR and have disclosed or do not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, certify they shall disclose the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) represent and warrant that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certify that they will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, certify they shall disclose the actual or potential conflict of interest and any circumstances that create the appearance of impropriety; (xiv) under Section 2155.006, Government Code, are not ineligible to receive the specified contract and acknowledge that this contract may be terminated and payment withheld if this certification is inaccurate; (xv) have complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures. In addition, they acknowledge the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract; and (xvi) represent and warrant that the Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code. During the term of the Contract, Vendor shall, for itself and on behalf of its Order Fulfillers, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. In addition, Vendor understands and agrees that Vendor may be required to comply with additional terms and conditions or certifications that an individual customer may require due to state and federal law (e.g., privacy and security requirements). D. Ability to Conduct Business in Texas Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas. E. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be 02/04/2015 Page 21 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision - making authority. F. Use of Subcontractors If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Certification Statement of Appendix A to the RFO and /or Section 10.C. (xii) and (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and /or the status of conflicts of interest. H. Confidentiality 1) Vendor acknowledges that DIR and Customers that are state agencies are government agencies subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re -sell or otherwise distribute or release Customer information to any party in any manner. I. Security of Premises, Equipment, Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data ") belonging to the Customer. Vendor and /or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and /or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor 02/04/2015 Page 22 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts and /or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. J. Background and /or Criminal History Investigation Prior to commencement of any services, background and /or criminal history investigation of the Vendor and /or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by certain Customers having legislative authority to require such investigations. Should any employee or subcontractor of the Vendor and /or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and /or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under this Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind lawfully assessed as a result of such violation. L. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to' the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises 02/04/2015 Page 23 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts and /or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and /or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A rated by A.M. Best, licensed in the State of Texas, and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of $1,000,000 per occurrence for coverage A, B, & C including products /completed operations, where appropriate, with a separate aggregate limit of $2,000,000. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30 -day Notice of Termination in favor of DIR and /or Customer; and e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and /or Customer. 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT (ART. 8308 -1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE POLICY LIMIT AND $1,000,000 PER DISEASE PER EMPLOYEE. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and /or Customer: a) Waiver of Subrogation; b) 30 -day Notice of Termination; and 02/04/2015 Page 24 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts c) Additional Insured. O. Use of State Property Vendor is prohibited from using the Customer's equipment, the customer's location, or any other resources of the Customer or the State for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration The Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA ") and the Immigration Act of 1990 (8 U.S.C.I 101, et seq.) regarding employment verification and retention of verification forms for any individual(s) who will perform any labor or services under this Contract. Pursuant to Executive Order No. RP -80, issued by the Governor of Texas on December 3, 2014, and as subsequently clarified, the Vendor shall, as a condition of this Contract, also comply with the United States Department of Homeland Security's E- Verify system to determine the eligibility of. • all persons 1) to whom the E- Verify system applies, and 2) who are hired by the Vendor during the term of this Contract to perform duties within Texas; and all subcontractors' employees 1) to whom the E- Verify system applies, and 2) who are hired by the subcontractor during the term of this Contract and assigned by the subcontractor to perform work pursuant to this Contract. The Vendor shall require its subcontractors to comply with the requirements of this Section and the Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Vendor and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure No public disclosures or news releases pertaining to this contract shall be made without prior written approval of DIR. R. Product and /or Services Substitutions Substitutions are not permitted without the written permission of DIR or Customer. 02/04/2015 Page 25 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts S. Secure Erasure of Hard Disk Products and /or Services Vendor agrees that all products and /or services equipped with hard disk drives (i.e. computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability to securely erase data written to the hard drive prior to final disposition of such products and /or services, either at the end of the Customer's Managed Services product's useful life or the end of the related Customer Managed Services Agreement for such products and/ services, in accordance with 1 TAC 202. T. Deceptive Trade Practices; Unfair Business Practices 1) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. 2) Vendor certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. U. Drug Free Workplace Policy Vendor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 et seq.) and maintain a drug - free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and Vendor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. V. Accessiblity of Public Information 1) Pursuant to S.B. 1368 of the 83`d Texas Legislature, Regular Session, Vendor is required to make any information created or exchanged with the State pursuant to this Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 2) Each State government entity should supplement the provision set forth in Subsection 1, above, with the additional terms agreed upon by the parties regarding the specific format by which the Vendor is required to make the information accessible by the public. W. Vendor Reporting Requirements Vendor shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109 as added by HB 2539 of the 83`d Texas Legislature, Regular Session, requiring computer technicians to report images of child pornography. 02/04/2015 Page 26 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 11. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.108(b)) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. B. Termination 1) Termination for Non - Appropriation a) Termination for Non - Appropriation by Customer Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non - appropriation, Vendor and /or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. b) Termination for Non - Appropriation by DIR DIR may terminate Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i) Texas legislature or ii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non - appropriation, Vendor and /or Order Fulfiller will be provided thirty (30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for 02/04/2015 Page 27 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts any damages or any other amounts which are caused by or associated with such termination. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices, of intent to terminate. 3) Termination for Convenience DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order by giving the other party thirty (30) calendar days written notice. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non - defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non - defaulting party may, at its option and in addition to any other remedies it may have available, cancel and 02/04/2015 Page 28 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts terminate the Purchase Order. 5) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non- performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 12. Notification A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15`h Street, Suite 1300 Austin, Texas 78701 (512) 475 -4759, facsimile 02/04/2015 Page 29 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A Standard Terms and Conditions For Product and Related Services Contracts 13. Captions The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 02/04/2015 Page 30 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix B HUB Subcontracting Plan (HSP) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA HUB SUBCONTRACTING PLAN (HSP) In accordance with Texas Gov't Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB Subcontracting Plan (HSP) with their response to the bid requisition (solicitation). NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov't Code §2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.13 are: • 11.2 percent for heavy construction other than building contracts, • 21.1 percent for all building construction, including general contractors and operative builders contracts, • 32.7 percent for all special trade construction contracts, • 23.6 percent for professional services contracts, • 24.6 percent for all other services contracts, and • 21 percent for commodities contracts. - - Agency Special Instructions /Additional Requirements - - In accordance with 34 TAC §20.14(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with which it will subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only contracts that have been in place for five years or less shall qualify for meeting the HUB goal. This limitation is designed to encourage Vendor rotation as recommended by the 2009 Texas Disparity Study. For assistance in completing the HSP, contact the HUB Coordinator, Bernadette Davis at bernadette.davis(d)dir. texas. gov . • RESPONDENT AND REQUISITION INFORMATION a. Respondent (Company) Name: MCCi, LLC (wholly owned subsidiary of Municipal Code Corporation) State of Texas VID #: 1590649026100 Point of Contact: Donny Barstow, President Phone #: (850) 701.0711 E -mail Address: dwb @mccinnovations.com Fax #: (850) 701.0715 b. Is your company a State of Texas certified HUB? ❑ - Yes ®- No NJ DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA c. Requisition #: DIR- SDD -TMP -198 Bid Open Date: 12 1 10 12012 Enter your company's name here: IVIM, LLC Requisition #: DIR- SOD•TMP -198 IMEMSUBCONTRACTING INTENTIONS After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work, including goods and services, will be subcontracted. Note: In accordance with 34 TAC §20.11., an "Subcontractor" means a person who contracts with a prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity. a. Check the appropriate box (Yes or No) that identifies your subcontracting intentions: ❑ - Yes, I will be subcontracting portions of the contract. (If Yes, complete Item b, of this SECTION and continue to Item c of this SECTION.) ®- No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources. (If No, continue to SECTION 3.) b. List all the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to Vendors that are not a Texas certified HUB (i.e., Non -HUB). Item # Subcontracting Opportunity Description HUBs Non -HUBS Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for five (5) years or less. Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for more than five (5) years. Percentage of the contract expected to be subcontracted to non-HUBs. 1 % % % 2 % % % 3 % % % 4 % % % 5 % % % 6 % % % 7 % % % 8 % % % 9 % % % 10 % % % 11 % % % 12 % % % 13 % % % 14 % % % 15 % % % Aggregate percentages of the contract expected to be subcontracted: % % % (Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at http:llwindow. state. tx.us /procurement/prog /hub /hub- subcontracting - plan/) c. Check the appropriate box (Yes or No) that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting opportunities you listed in SECTION 2, Item b. ❑ - Yes (If Yes, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed.) ®- No (If No, continue to Item d, of this SECTION.) d. Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs with which you have had contracts in place with for five (5) years or less meets or exceeds the HUB goal the contracting agency identified on page 1 in the "Agency Special Instructions /Additional Requirements ". DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA ❑ - Yes (If Yes, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed.) ®- No (If No, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed.) Enter your company's name here: MCCi,LLC Requisition #: DIR- SDD -TMP -198 • SUBCONTRACTING INTENTIONS (CONTINUATION SHEET) a. This page can be used as a continuation sheet to the HSP Form's page 2, SECTION 2, Item b. Continue listing the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to Vendors that are not a Texas certified HUB (i.e., Non -HUB). Item # Subcontracting Opportunity Description HUBs Non -HUBs Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for five (5) years or less. Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for more than five (5) years. Percentage of the contract expected to be subcontracted to non-HUBs. % % % % % % Aggregate percentages of the contract expected to be subcontracted: % % % ID: 85 EA14B0- 6306 -4 E7A -AD63 -231 D78B E35 FA SELF PERFORMING JUSTIFICATION (If you responded "No" to SECTION 2, Item a, you must complete this SECTION and continue to SECTION 4.) Check the appropriate box (Yes or No) that indicates whether your response /proposal contains an explanation demonstrating how your company will fulfill the entire contract with its own resources. ®- Yes (If Yes, in the space provided below list the specific page(s) /section(s) of your proposal which explains how your company will perform the entire contract with its own equipment, supplies, materials and/or employees.) ❑ - No (If No, in the space provided below explain how your company will perform the entire contract with its own equipment, supplies, materials and /or employees.) "Attachment A- Supplemental Company Information" contains resumes of our staff, which indicate the experience and certification required to deliver our services. "Attachment B- Proposed Solutions" contains descriptions of the products MCCi will offer as a certified partner of the related software manufacturers. � - AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded any portion of the requisition: • The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non -HUBs) of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. • The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report — PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBs and Non - HUBs). (The PAR is available at h ttp:/lwww. window.sta te. tx.us/procurement/prog /hub /hub - forms /proaressassessmentrpt.xls). • The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency's prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all state contracting. • The respondent must, upon request, allow the contracting agency to perform on -site reviews of the company's headquarters and /or work -site where services are being performed and must provide documentation regarding staffing and other resources. Signature Donny Barstow President 12/05/2012 Printed Name Title Date REMINDER: ➢ If you responded "Yes" to SECTION 2, Items c or d, you must complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b. ➢ If you responded "No" SECTION 2, Items c and d, you must complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b. 3 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA HSP Good Faith Effort - Method A (Attachment A) Enter your company's name here: MCCi, LLC Requisition #: DIR- SDD -TMP -198 IMPORTANT: If you responded "Yes" to SECTION 2, Items c or d of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this page or download the form at http: / /www. window .state.tx.uslprocurementlprogl hub / hub - forms/ HUBSubcontractingPlanAttachment -A.doc V*11[sRU150 SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing this attachment. Item #: NA Description: NA SUBCONTRACTOR SELECTION List the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A -1. Also identify whether they are a Texas Certified HUB and their VID number, the approximate dollar value of the work to be subcontracted, the expected percentage of work to be subcontracted, and indicate whether the company is a Texas certified HUB. Company Name Texas Certified HUB VID # (Required if Texas Certified HUB) Approximate Dollar Amount Expected Percentage of Contract ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ -Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBS and Non -HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA HSP Good Faith Effort - Method B (Attachment B) Enter your company's name here: MCU, LLC Requisition #: DIR- SDD -TMP -198 IMPORTANT: If you responded "No" to SECTION 2, Items c and d of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this page or download the form at http:/ /www. window .state.tx.us /procurementiprog/ hub/ hub - formsl HUBSubcontractingPlanAffachment -B.doc • ► = SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing this attachment. Item #: NA Description: No subcontracting opportunities were listed. • = MENTOR PROTEGE PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protege Program, submitting its Protege (Protege must be a State of Texas certified HUB) as a subcontractor to perform the subcontracting opportunity listed in SECTION B -1, constitutes a good faith effort to subcontract with a Texas certified HUB towards that specific portion of work. Check the appropriate box (Yes or No) that indicates whether you will be subcontracting the portion of work you listed in SECTION B -1 to your Protege. ❑ - Yes (If Yes, to continue to SECTION B-4.) ®- No 1 Not Applicable (If No or Not Applicable, continue to SECTION B -3.) • = NOTIFICATION OF SUBCONTRACTING OPPORTUNITY When completing this section you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of having notified Texas certified HUBS and minority or women trade organizations or development centers about the subcontracting opportunity you listed in SECTION 6-1. Your notice should include the scope of work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. When sending notice of your subcontracting opportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available online at http: / /www. window .state.tx.usiprocurement /prog /hub /hub- subcontracting-plan/ Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and minority or women trade organizations or development centers. a. Provide written notification of the subcontracting opportunity you listed in SECTION B -1, to three 3 or more Texas certified HUBs. Unless the contracting agency specified a different time period, you must allow the HUBs at least seven (7) working days to respond to the notice prior to your submitting your bid response to the contracting agency. When searching for Texas certified HUBs, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) and Historically Underutilized Business (HUB) Search directory located at http.lAvww. window. state. tx. us /procurement/ /cmbbcmblhub.html. HUB Status code "A" signifies that the company is a Texas certified HUB. b. List the three 3 Texas certified HUBs you notified regarding the subcontracting opportunity you listed in SECTION B -1. Include the company's Vendor ID (VID) number, the date you sent notice to that company, and indicate whether it was responsive or non - responsive to your subcontracting opportunity notice. Company Name VID # Date Notice Sent (mmlddfyyyy) Did the HUB Respond? NA — No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form ❑ - Yes ❑ - No I 1 ❑ -Yes ❑ -No ❑ - Yes 1771 -No 1 1 ❑ - Yes ❑ - No 1 1 ❑ - Yes No c. Provide written notification of the subcontracting opportunity you listed in SECTION B -1 to minority or women trade organizations or development centers to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members /participants. Unless the contracting agency specified a different time period, you must provide your subcontracting opportunity notice to minority or women trade organizations or development centers at least seven (7) working days prior to submitting your bid response to the contracting agency. A list of trade organizations and development centers that have expressed an interest in receiving notices of subcontracting opportunities is available on the Statewide HUB Program's webpage at http: / /www.vvindow. state. tx.us /procurement/prog /hub /mwb- links -1/ d. Enter the name of the minority or women trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B -1. Include the date when you sent notice to it and indicate if it accepted or rejected your notice. Minority/Women Trade Organizations or Development Centers Date Notice Sent (mmlddlyyyy) Was the Notice Accepted. NA— No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form 1 1 ❑ - Yes ❑ - No I I ❑ - Yes 1771 -No DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA HSP Good Faith Effort - Method B (Attachment B) Cont. Enter your company's name here: MM, LLC Requisition #: DIR- SDD -TMP -198 SUBCONTRACTOR SELECTION a. List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in SECTION B -1. Also identify whether they are a Texas Certified HUB and their VID number, the approximate dollar value of the work to be subcontracted, the expected percentage of work to be subcontracted, and indicate whether the company is a Texas certified HUB. Company Name Texas Certified HUB VID # (Required if Texas Certified HUB) Approximate DollarAmount Expected Percentage of Contract NA —No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form ❑ Yes ❑ No $ /o ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % b. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B -1 is not a Texas certified HUB, provide written justification for your selection process (attach additional page if necessary): NA — No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBS and Non -HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix C Pricing Index DIR -SDD -2502 Customer Software Product Description Discount Laserfiche 6.75% Blue Ridge Contract Assistance 4.75% MCCi 6.75% Granicus 3% Services Laserfiche Support 10% MCCi Support 10% *This contract is not for custom application development or enterprise resource planning products. Software sold with hardware or loaded on a hardware appliance is outside the scope of this contract. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA APPENDIX D LASERFICHE SOFTWARE LICENSE AGREEMENT DIR -SDD -2502 This Laserfiche Software License Agreement ( "License Agreement ") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche, whose principal place of business is in Long Beach, California ( "Laserfiche "), and the party (referred to as the "Licensee" or "you ") on whose server or systems the Software (as defined below) will be made available for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (the "DOCUMENTATION "), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF YOU DO NOT AGREE OR ARE NOT AN INDIVIDUAL AUTHORIZED TO ENTER AGREEMENTS ON BEHALF OF SUCH PARTY, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT OBTAINING AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed certain document imaging and enterprise content management software programs which it markets or intends to market under the brand name Laserfiche° The Software constitutes valuable proprietary products and includes confidential proprietary information and trade secrets of Laserfiche, which embody substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights in the Software. C. Licensee understands that the Software is compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Software. THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs; (b) "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (c) "Stand -alone Software" that operates on a single computer; (d) "Plug -in Software Modules" that can be added to the previously mentioned Software packages and /or (e) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes. If a separate, express DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA license applies to particular Laserfiche software, such as terms that accompany a software development kit or Laserfiche software designated for "application service provider" purposes, those terms will also apply. Otherwise, this License Agreement applies to Laserfiche software described in one or more License Files (the "Software "), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as part of the processing of downloading the Software. Laserfiche grants Licensee a limited, non - exclusive, non- transferable license to use the Software subject to the terms and conditions of this License Agreement and the License Files which accompany the Software. B. Limitations and Reauirements. i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration date(s), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii. Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment (the instance of the running Server Software will be referred to as the "Server "), unless the applicable License File indicates that Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances ") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable License File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express. iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. V. If a License File indicates that the Software includes "named user connections," the Licensee may allocate the named user connections to specific individuals or devices in its discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device, and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two principal types of named user connections: first, a named user connection capable of DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA modifying a database governed by the Server (referred to as a "Named Full User" connection and listed in the License File as "NamedUserLimit" or "ReadWriteNamedObjectLimit "); and, second, a named user connection capable of only read -only access (referred to as a "Named Retrieval User" connection and listed in the License File as "named read -only objects" or "ReadOnlyNamedObjectLimit "). A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a limited set of additional read - write capabilities, which are listed in the License File. This third type of connection is referred to as "Restricted Named User" connection and is listed in the License File as "Restricted NamedUserLimit," and it has the additional capabilities listed in the License File in a section called "Restricted Use rFeatures." Only the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required. vi. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections may be shared among individuals. There are two types of concurrent user connections: concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read -write users ") and concurrent user connections capable of only read -only access (referred to as "Retrieval" connections and listed in the License File as "read -only users "). Once the maximum number of read -write or read -only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read -only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing "). vii. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read -only public portals "), which are intended to allow read - only access to the Server Software only using a Laserfiche application known as WebLink, then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to support Public Portal access (listed as "read -only CPU limit "), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles =l" in the License File), all connections through WebLink will have the same security profile. viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File. X. If a License File lists an expiration date, the Software referenced in the License File may not be run after that date. X. If a License File specifies one or more languages, then the Laserfiche user interface may DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA only be run in those specified languages. xi. If Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties. xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Laserfiche. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, you consent to the transmission of this information. xiii. Add -ons and additional features that the Software can support may be used only when listed in a License File. xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee will be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to customization to a third -party such as an authorized Laserfiche reseller; however, Licensee remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information, data or documentation in the databases, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii. If Software is furnished to Licensee with materials indicating that it is "Demonstration," "Evaluation," "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, evaluation, testing and /or feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a server in a production environment, such as loading content prior to or for production use; (D) Laserfiche makes no warranties or any other claims with regard to the Software's usability, reliability, performance, or overall quality; (E) Licensee will hold Laserfiche harmless for any damages or losses resulting from the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA for any purpose. Laserfiche's rights to the feedback survive the termination of this License Agreement. xviii. If the License File lists the Standard Forms feature, then the forms features of Laserfiche may be used only by Named Full Users. If the License File lists the Forms Portal feature, then public users may submit forms that initiate a forms business process, but only Named Full Users may further participate in forms business processes, create or configure forms, or otherwise use the forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are treated as public users for the purposes of this section 1.13.xviii. 2. Ownership of Software. The Software is licensed and not sold. Laserfiche retains all rights to ownership of, and title to, the Software and Documentation (including all adaptations or copies). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. To the extent allowable by the Texas Public Information Act, during the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional term as the Software consists of confidential proprietary information and /or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in an effort to discover the source code, any confidential proprietary information, or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or the proprietary information, trade secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, and methodology incorporated in the Software or Documentation ( "Laserfiche's trade secrets or confidential information "), either directly or indirectly, to sell, market or distribute any software product which competes with the Software; or (c) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Software; or (d) publish the Software for others to copy; or (e) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Software to a software product which competes with the Software; or (f) seek to discover Laserfiche's trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other technique. Licensee must not remove any product identification, copyright legend or other notices from the Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Laserfiche or third parties identified in the Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications of, additions to, or deletions from the source code are strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or use of Laserfiche software, such as for "application service provider" purposes, all users of the Software must be employees of Licensee or independent contractors who are bound by contractual obligation to use the Software solely in the course of Licensee's business and strictly in accordance with this License Agreement. All other uses of the Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, commercial software hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the Software outside of the legal person DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA that constitutes Licensee. Licensee must not rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, or timeshare with any other person the Software or Documentation or any right granted by this License. The restrictions in this paragraph do not apply to read -only access by public users who utilize an authorized read -only Public Portal connection. 5. Term and Termination. Termination Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 10.13. Termination. 6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. 7. NO CONSEQUENTIAL DAMAGES. Limitation of Liability Terms are detailed in DIR Contract No. DIR - SDD -2502, Appendix A, Section 9.K. Limitation of Liability. 8. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation. 9. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License Agreement on the part of either party will operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise of any right, power, or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 10. Severability. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the validity or enforceability of the remainder of this License Agreement. 11. Governing Law. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 12. Entire Agreement. DIR Contract No. DIR -SDD -2502, this License Agreement, including the License Files, any Readme file included with the Software, and the Documentation, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA written and oral agreements, representations, warranties, statements and other communications relating to the subject matter of this License Agreement. No course of performance, course of dealing, or usage of trade will override the written terms of this License Agreement. In the event of a conflict of terms, the terms of DIR Contract No. DIR -SDD -2502 will have precedence. 13. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227 -19; (ii) in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807, a California corporation dba Laserfiche. 14. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes including, but not limited to, the procurement of required permits, certificates, approvals, and inspections in Licensee's performance of this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re- export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or material or direct products to any country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority. 15. Captions. The captions used on this License Agreement are for convenience only and are not a part of this License Agreement. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write to: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. (c) 2012 Laserfiche DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA APPENDIX E [SOFTWARE LICENSE AGREEMENT AND /OR SERVICE AGREEMENT] DIR -SDD -2502 Blueridge Software, Inc. Software License Agreement Software is defined as the Blueridge Software computer program with which this Software License Agreement is included and any updates or maintenance releases thereto. This Agreement applies to the: (i) trial; (ii) single -user; and (iii) multi -user versions of the Software. Do not use the Software until you have carefully read the following Agreement. This Agreement sets forth the terms and conditions for licensing of the Software from Blueridge Software to you, and installing and using the Software indicates that you have read and understand this Agreement and accept its terms and conditions. License and Certain Restrictions Trial Versions If this Agreement is included with the single -user or multi -user trial versions of the Software, you are granted a limited non - exclusive license to use a copy of the enclosed Software for the specified period of time including the materials accompanying the trial versions of the Software: (i) if using the single -user trial version, on a computer used by a single individual, or; (ii) if using the multi -user trial version, (a) on up to five (5) computers used by five (5) individuals and (b) place a copy of your company's Software data file on a network. Thereafter, you may purchase the right to use the appropriate full version of either the single -user or multi -user versions of the Software which license terms are specified below, by contacting Blueridge Software. You may not copy the printed materials accompanying the Software if any, or print multiple copies of any user documentation. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER APPROXIMATELY THIRTY (30) DAYS USE OF SUCH SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND /OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE. Single -User Version If you purchased a full, single -user version of the Software, you are granted a limited non - exclusive license to use a copy of the enclosed Software on the computer(s) used by a single individual. You may make one (1) backup copy of the Software for your own use. You may not copy the printed materials accompanying the Software if any, or print multiple copies of any user documentation. Multi -User Versions If you purchased a multi -user version of the Software, you are granted a limited non - exclusive license to: (i) use copies of the enclosed Software on computer(s) to be used by individuals (who are your owners, employees or contractors) on all such computers; (ii) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA place a copy of your company's Software data file on a network for use by such individuals; and (iii) make additional copies of the printed materials accompanying the Software if any, and /or print copies of any online user documentation located in the Software, provided however, that you have purchased a multi -user version of the Software and accompanying licenses for each computer or individual who will have access to the Software or the Software data file. General Making additional copies of the Software, or enabling others to use your registration code(s) or serial number(s), if any, is strictly prohibited. It is also prohibited to give copies to a person who has not purchased the appropriate license for the Software from Blueridge Software; to disclose interfaces to the Software, to install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from Blueridge Software; or to duplicate the Software by any other means including electronic transmission. The Software in its entirety is protected by the copyright laws. The Software also contains Blueridge Software trade secrets, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human - perceivable form or disable any functionality, which limits the use of the Software. You may not modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time- sharing basis), assign, loan, resell for profit, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof. You may not network the Software, except to the extent you have purchased license(s) for the multi -user version as referenced above. You may not copy or modify the Software in whole or in part, or use trade secret information contained in the Software, to develop software to interface with the Software. Termination Termination Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 10.13. Termination. DISCLAIMER OF WARRANTIES EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS -IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUERIDGE SOFTWARE DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, DISKS, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR SECURITY, OR THEIR MERCHANTABILITY. BLUERIDGE SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES BLUERIDGE SOFTWARE WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENTTHROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE SPECIFIED TIME FOR ALLOWED USE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE. LIMITATION OF LIABILITY AND DAMAGES Limitation of Liability Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 9.K. Limitation of Liability. U.S. Government The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227 -7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227 - 7202 -1 through 227 - 7202 -4 (JUNE 1995), all U.S. Government End Users acquire the Software (or Licensed Product) with only those rights set forth herein. Blueridge Software Inc., 30025 Alicia Parkway, Suite 138, Laguna Niguel, CA 92677 Export Restrictions You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations ( "the Acts "). You agree and certify that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria. General Provisions You acknowledge that DIR Contract No. DIR -SDD -2502 and this Agreement is a complete statement of the agreement between you and Blueridge Software with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. In the event of a conflict in terms, the terms of DIR Contract No. DIR -SDD -2502 will have precedence. DIR Contract No. DIR -SDD -2502 and this Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and Blueridge Software or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to Blueridge Software and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by Blueridge Software between you and Blueridge Software or the applicable Representative(s). This Agreement does not limit any rights that Blueridge Software may have under trade secret, copyright, patent, or other laws. The Representatives of Blueridge Software are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Blueridge Software, other than in writing signed by an officer of Blueridge Software. Accordingly, such additional statements are not binding on Blueridge Software and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. Consumer Information and Privacy For details about Blueridge's privacy policies, please refer to the Blueridge Software's Privacy Statement contained on a web site designated by Blueridge Software. Blueridge Software, the Blueridge Software logo and Contract Assistant, among others, are registered trademarks and /or registered service marks of Blueridge Software Inc. in the United States and other countries. Contract Assistant is a trademark and /or service mark of Blueridge Software Inc. in the United States and other countries. Other parties' trademarks or service marks are the property of their respective owners and should be treated as such. Copyright © 2002 -2012 Blueridge Software Inc. All rights reserved. Blueridge Software Inc. 30025 Alicia Parkway Suite 138 Laguna Niguel, CA 92677 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Date "), APPENDIX F GRANICUS, INC. SERVICE AGREEMENT DIR -SDD -2502 THIS SERVICE AGREEMENT (the "Agreement "), dated as of August 1, 2013 (the "Effective is entered into between Granicus, Inc. ( "Granicus "), a California Corporation, and (the "Client "). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations and warranties herein contained, the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of DIR Contract No DIR -SDD -2502 and this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and /or its third party supplier, owns the copyright and /or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non - transferable and non - exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non - sublicensable, non - transferable and non - exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers /constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. 3. PAYMENT OF FEES 3.1 Payment Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 7. Purchase Orders, Invoices and Payments. 3.2 Additions. Granicus, at its' sole discretion, may add features or functionality to existing product suite bundles for various reasons, including to enhance Granicus' offerings, or improve user satisfaction. During the initial period of this Agreement, the customer understands that the use of these additional products is included in the originally agreed upon monthly managed services fees. To the extent allowable by DIR Contact No. DIR -SDD -2502, at contract renewal, the customer acknowledges that this added functionality may have additional monthly managed service charges associated with it and that monthly managed services rates on renewals may have a higher rate than preceding years. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e- mail /spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non - exclusive, non - transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, non - infringement of third party rights, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. Limitation of Liability Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 9.K. Limitation of Liability. 7. CONFIDENTIAL INFORMATION & OWNERSHIP. 7.1 Confidentiality Obligations. To the extent allowable by the Texas Public Information Act, Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know -how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection); provided, however, that Confidential Information shall not include the Content that is to be published on the website(s) of Client. 7.2 To the extent allowable by the Texas Public Information Act, each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for eighteen (18) months after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in DIR Contract No. DIR -SDD -2502 and an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client has the right to keep any purchased hardware, provided that Client removes and /or uninstalls any Granicus Software on such hardware. However, if Client has received hardware as part of a Granicus Open Platform Suite solution ( "Open Platform Hardware "), Client understands that upon termination of this Agreement, Client shall immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform Hardware must be returned within fifteen (15) days of termination, and must be in substantially the same condition as when originally shipped, subject only to normal wear and tear; and (c) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, and applicable provisions of the Exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross - referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. 9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 10. MISCELLANEOUS. 10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 10.2 Governing Law. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 10.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 10.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 10.5 Force Majeure. Force Majeure Terms are detailed in DIR Contract No. DIR -SDD- 2502, Appendix A, Section 10.C. Force Majeure. 10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. This Agreement consists of DIR Contract No. DIR -SDD -2502 and this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: Trademark Information Exhibit D: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS, INC. By: Ed Roshitsh Its: President Address: 600 Harrison St, Suite 120 San Francisco, CA 94107 [INSERT CLIENT NAME] By: Name: Its: DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Address: Date: DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT A PROPOSAL [The remainder of this page is left blank intentionally.] DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 511 SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support -only telephone numbers, and via e -mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 94105. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at (415) 357 -3618 or toll -free at (877) 889 -5495. The technical support staff may be reached at (415) 357 -3618 opt 1 from 5:00 AM to 6:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at (415) 655 -2414, twenty - four (24) hours a day, seven (7) days a week. (c) Internet and mail, Contact Information._ The website for Granicus is http: //www.granicus.com. E -mail may be sent to the support staff at support@granicus.com. 2. Recognized Client Representatives. Granicus strives to provide unparalleled support to its Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy services shall participate in and complete the training program that is suited for the Granicus Solution. Once a Client Representative completes the training, that Representative will be recognized in Granicus' internal system as qualified to receive support and ongoing education services. All Client Representatives are eligible to receive technical support services, regardless of participation in the training program. 3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account manager or technical support engineer will respond directly to the Client via phone or e-mail with (a) an assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus receives the Client's call or e-mail notifying Granicus of an issue or the documented time that Granicus notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice. 4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 5. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Software. Subject to the terms and conditions of DIR Contract No. DIR -SDD -2502, this exhibit and the Service Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ( "SOW "). Upon the Client's request for such enhancements /modifications, and to the extent allowable by DIR Contract No. DIR -SDD -2502, the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements /modifications. 5.1 Documentation. After the SOW has been executed by each party, a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. 5.2 Acceptance. Within ten (10) business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement /modification to Client, Client will provide Granicus with written notice of its acceptance or rejection of the enhancement /modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement /modification so long as it substantially complies with the acceptance criteria. 5.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 6. Limitation of Liability; Exclusive Remedy. Limitation of Liability Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section [End of Support Information] DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA FXHIBIT C TRADEMARK INFORMATION Granicus Registered Trademarks ° granicus' Granicus logo as a mark Granicus MediaVault Mobile Encoder Outcast Encoder StreamReplicator Granicus Trademark Names TM Integrated Public Record'M Intelligent Routing' LinkedMinutes'M LiveManager'M MediaCenter'M MediaManager'� MeetingMembW MeetingServer- Simulcast Encoder'M VoteCast'M VoteCast'M Classic VoteCast'M Touch Client Trademark DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 51. 1 IT .1 Yd no TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the following methods to obtain a copy of its Content: • Option 1: Video /Audio files made available through optional media: data CD, external hard drive, or Granicus provided FTP site. A CSV, XML, and /or database file will be included providing clip information, and /or legislative content. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content using the Granicus Application Programming Interface. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty (60) days. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA LASERFICHE SOFTWARE LICENSE AGREEMENT This Laserfiche Software License Agreement ( "License Agreement ") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche, whose principal place of business is in Long Beach, California ( "Laserfiche "), and the party (referred to as the "Licensee" or "you") on whose server or systems the Software (as defined below) will be made available for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (the "DOCUMENTATION "), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF YOU DO NOT AGREE OR ARE NOT AN INDIVIDUAL AUTHORIZED TO ENTER AGREEMENTS ON BEHALF OF SUCH PARTY, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT OBTAINING AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed certain document imaging and enterprise content management software programs which it markets or intends to market under the brand name Laserfiche° B. The Software constitutes valuable proprietary products and includes confidential proprietary information and trade secrets of Laserfiche, which embody substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights in the Software. C. Licensee understands that the Software is compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Software. THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs; (b) "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (c) "Stand -alone Software" that operates on a single computer; (d) "Plug -in Software Modules" that can be added to the previously mentioned Software packages and /or (e) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes. If a separate, express license applies to particular Laserfiche software, such as terms that accompany a software development kit or Laserfiche software designated for "application service provider" DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA purposes, those terms will also apply. Otherwise, this License Agreement applies to Laserfiche software described in one or more License Files (the "Software "), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as part of the processing of downloading the Software. Laserfiche grants Licensee a limited, non - exclusive, non- transferable license to use the Software subject to the terms and conditions of this License Agreement and the License Files which accompany the Software. B. Limitations and Requirements. i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration date(s), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii. Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment (the instance of the running Server Software will be referred to as the "Server "), unless the applicable License File indicates that Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances ") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable License File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express. iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. V. If a License File indicates that the Software includes "named user connections," the Licensee may allocate the named user connections to specific individuals or devices in its discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device, and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two principal types of named user connections: first, a named user connection capable of modifying a database governed by the Server (referred to as a "Named Full User" connection and listed in the License File as "NamedUserLimit" or DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA "ReadWriteNamedObjectLimit "); and, second, a named user connection capable of only read -only access (referred to as a "Named Retrieval User" connection and listed in the License File as "named read -only objects" or "ReadOnlyNamedObjectLimit "). A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a limited set of additional read - write capabilities, which are listed in the License File. This third type of connection is referred to as "Restricted Named User" connection and is listed in the License File as "Restricted NamedUserLimit," and it has the additional capabilities listed in the License File in a section called "RestrictedUserFeatures." Only the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required. vi. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections maybe shared among individuals. There are two types of concurrent user connections: concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read -write users ") and concurrent user connections capable of only read -only access (referred to as "Retrieval" connections and listed in the License File as "read -only users "). Once the maximum number of read -write or read -only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read -only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing "). vii. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read -only public portals "), which are intended to allow read - only access to the Server Software only using a Laserfiche application known as WebLink, then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to support Public Portal access (listed as "read -only CPU limit "), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles =l" in the License File), all connections through WebLink will have the same security profile. viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File. X. If a License File lists an expiration date, the Software referenced in the License File may not be run after that date. X. If a License File specifies one or more languages, then the Laserfiche user interface may only be run in those specified languages. xi. If Software requires a product key or keys to install or access it, Licensee is responsible DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties. xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Laserfiche. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, you consent to the transmission of this information. xiii. Add -ons and additional features that the Software can support maybe used only when listed in a License File. xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee will be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to customization to a third -party such as an authorized Laserfiche reseller; however, Licensee remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information, data or documentation in the databases, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii. If Software is furnished to Licensee with materials indicating that it is "Demonstration," "Evaluation," "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, evaluation, testing and /or feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a server in a production environment, such as loading content prior to or for production use; (D) Laserfiche makes no warranties or any other claims with regard to the Software's usability, reliability, performance, or overall quality; (E) Licensee will hold Laserfiche harmless for any damages or losses resulting from the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, for any purpose. Laserfiche's rights to the feedback survive the termination of this License Agreement. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA xviii. If the License File lists the Standard Forms feature, then the forms features of Laserfiche may be used only by Named Full Users. If the License File lists the Forms Portal feature, then public users may submit forms that initiate a forms business process, but only Named Full Users may further participate in forms business processes, create or configure forms, or otherwise use the forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are treated as public users for the purposes of this section 1.13.xviii. 2. Ownership of Software. The Software is licensed and not sold. Laserfiche retains all rights to ownership of, and title to, the Software and Documentation (including all adaptations or copies). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. To the extent allowable by the Texas Public Information Act, during the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional term as the Software consists of confidential proprietary information and /or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in an effort to discover the source code, any confidential proprietary information, or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or the proprietary information, trade secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, and methodology incorporated in the Software or Documentation ( "Laserfiche's trade secrets or confidential information "), either directly or indirectly, to sell, market or distribute any software product which competes with the Software; or (c) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Software; or (d) publish the Software for others to copy; or (e) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Software to a software product which competes with the Software; or (f) seek to discover Laserfiche's trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other technique. Licensee must not remove any product identification, copyright legend or other notices from the Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Laserfiche or third parties identified in the Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications of, additions to, or deletions from the source code are strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or use of Laserfiche software, such as for "application service provider" purposes, all users of the Software must be employees of Licensee or independent contractors who are bound by contractual obligation to use the Software solely in the course of Licensee's business and strictly in accordance with this License Agreement. All other uses of the Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, commercial software hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the Software outside of the legal person that constitutes Licensee. Licensee must not rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, or timeshare with any other person the Software or Documentation or any right DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA granted by this License. The restrictions in this paragraph do not apply to read -only access by public users who utilize an authorized read -only Public Portal connection. 5. Term and Termination. Termination Terms are detailed in DIR Contract No. DIR -SDD -2502, Section 10.13. Termination. 6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. 7. NO CONSEQUENTIAL DAMAGES. Limitation of Liability Terms are detailed in DIR Contract No. DIR - SDD -2502, Section 9.K. Limitation of Liability. 8. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation. 9. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License Agreement on the part of either party will operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise of any right, power, or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 10. Severabilitv. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the validity or enforceability of the remainder of this License Agreement. 11. Governing Law. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 13. Entire Agreement. DIR Contract No. DIR -SDD -2502 and this License Agreement, including the License Files, any Readme file included with the Software, and the Documentation, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements, representations, warranties, statements and other communications relating to the subject matter of this License Agreement. No course of performance, DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA course of dealing, or usage of trade will override the written terms of this License Agreement. In the event of a conflict of terms, the terms of DIR Contract No. DIR -SDD -2502 will have precedence. 14. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227 -19; (ii) in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807, a California corporation dba Laserfiche. 15. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes including, but not limited to, the procurement of required permits, certificates, approvals, and inspections in Licensee's performance of this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re- export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or material or direct products to any country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority. 16. Captions. The captions used on this License Agreement are for convenience only and are not a part of this License Agreement. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write to: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. (c) 2012 Laserfiche DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA AMENDMENT NUMBER 1 TO CONTRACT NO. DIR -SDD -2502 BETWEEN THE STATE OF TEXAS, DEPARTMENT OF INFORMATION RESOURCES AND MCCI, INC. This Amendment Number 1 to Contract Number DIR -SDD -2502 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCI, Inc. ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through July 31, 2015, or until terminated pursuant to the termination clauses contained in the Contract. Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to two (2) additional one -year renewal term. 2. Contract, Section 4. Pricing, is hereby restated in its entirety as follows: 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 3. Contract, Section 4. Pricing A - H is deleted and is hereby restated in its entirety in Appendix A, Standard Terms and Conditions For Product and Related Services Contracts dated 05/02/14 as attached hereto. 4. Contract, Section 5. DIR Administrative Fee, A) is hereby restated in its entirety as follows: A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three quarters of one percent (.75 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. The effective date of this change will be September 1, 2014. 5. Contract, Section 6. Notification is hereby restated in its entirety as follows: 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. Amendment Number 1 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA If sent to the State: Dana L. Collins, CTPM, CTCM Manager, Contract and Vendor Management Department of Information Resources 300 W. 15`t' St., Suite 1300 Austin, Texas 78701 Phone: (512) 936 -2233 Facsimile: (512) 475 -4759 Email: dana.collins@dir.texas.gov If sent to the Vendor: Donny Barstow MCCi, LLC 1700 Capital Circle SW Tallahassee, FL 32310 Phone: (800) 342 -2633 Facsimile: (850) 701 -0715 Email: mai Ito: SLEDcontractsginsight.com dwbgmccinnovations.com 6. Contract, Section 7. Software License and Service Agreements is hereby amended by adding D. Conflicting or Additional Terms and is revised in its entirety as follows: A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreements set forth in Appendix D and E of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D and E. Order Fulfiller shall make the Software License Agreements terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreements is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions. B. Shrink/Click -wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink- wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's Amendment Number 1 2 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA responsibility to read the Shrink/Click -wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click -wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix F of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. D. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 7. Contract, Section 8. Intellectual Property Matters, A - L is deleted and is hereby restated in its entirety in Appendix A, Standard Terms and Conditions For Product and Related Services Contracts dated 05/02/14 as attached hereto. 8. Appendix A. Standard Terms and Conditions For Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A. Standard Terms and Conditions For Product and Related Services Contracts dated 05/02/2014. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions, the order of precedence shall be this Amendment Number 1, and then the Contract. (Remainder of page intentionally left blank) Amendment Number 1 3 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than July 31, 2014. MCCI, Inc. Authorized By: Sijznature on file Name: Donnie Barstow Title: President Date: 8/25/14 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on file Name: Karen Robinson Title: Executive Director Date: 9/8/14 General Counsel: D.R. Brown 9/8/14 Amendment Number 1 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than July 31, 2015. MCCi, LLC Authorized By: Signature on File Name: Donny Barstow Title: President Date: 07/07/2015 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Wayne Egeler on behalf of Dale Richardson Title: Chief Operations Officer Date: 07/24/2015 Office of General Counsel: Signature on File David Brown 07/22/2015 Amendment Number 2 DIR -SDD -2502 rev. 01/26/15 Page 2 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Amendment Number 2 to Contract Number DIR -SDD -2502 between State of Texas, acting by and through the Department of Information Resources and MCCi, LLC This Amendment Number 2 to Contract Number DIR -SDD -2502 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCi, LLC ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through July 31, 2016, or until terminated pursuant to the termination clauses contained in the Contract. Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to one (1) additional one -year renewal term. 2. Appendix A. Standard Terms and Conditions For Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A. Standard Terms and Conditions For Product and Related Services Contracts dated 02/04/2015. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions, the order of precedence shall be this Amendment Number 2, then Amendment Number 1 and then the Contract. (Remainder of page left blank intentionally) Amendment Number 2 DIR -SDD -2502 rev. 01/26/15 Page I DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Exhibit E City of Denton's Insurance Requirements File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at anytime; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [ ] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA ATTACHMENT 1 [ ] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Exhibit F Conflict of Interest Questionnaire (CIQ) This questionnaire is being filed in accordance with Chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71' business day after the date the originally filed questionnaire becomes incomplete or inaccurate. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. V@ J P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p I N Y J/ U/ Y p/ Y �i p/!! 4 e "1 Y p! Y I G Y p/ U fl P G 1 d/ A I G 1 d/ Y l l P N 4 W P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p I N Y J/ U/ Y p/ Y �i p/!! 4 e "1 Y p! Y I G Y p/ U fl P G 1 d/ A I G 1 d/ Y l l P N 4 W P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p 1 Y f ti ❑ Check this box if you are filing an update to a previously filed questionnaire. 0 I do not have a conflict of interest to disclose. Please sign and date below. ❑ I have a conflict of interest to disclose, and submit the following additional information: A. Name of person filing who has a business relationship with local government entity: B. Name of local government officer with whom filer has an employment of business relationship: C. This section, must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. 1. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes 0 No 2. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No 3. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No 4. Describe each affiliation or business relationship. DocuSig ned by: v 6K" barsf6w - R '10- Signature of person doing business with the government entity 10/9/2015 Date Certificate Of Completion Envelope Number: 85EA14B063064E7AAD63231D78BE35FA Subject: Please DocuSign: Contract Documents - File 5954 Source Envelope: Document Pages: 145 Signatures: 7 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 10/9/2015 8:43:45 AM PT Signer Events Cindy Alonzo cynthia.alonzo @cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Donny Barstow DWB @mccinnovations.com President Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 10:16:38 AM PT ID:a7c01657- a66c -462b- 8062- 287cbd9fb34f John Knight john.knight @cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Holder: Cindy Alonzo Cynthia.Alonzo @cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 E0DO—Slg-d by: 6K" bar�w B0444ABF8D76402... Using IP Address: 12.130.117.128 Ell—Signed by: C821996C2A2B439... Using IP Address: 129.120.6.150 Completed Using IP Address: 129.120.6.150 Status: Completed Envelope Originator: Cindy Alonzo Cynthia.Alonzo @cityofdenton.com I P Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 10/9/2015 9:16:22 AM PT Viewed: 10/9/2015 9:16:36 AM PT Signed: 10/9/2015 9:18:44 AM PT Sent: 10/9/2015 9:18:47 AM PT Viewed: 10/9/2015 10:16:38 AM PT Signed: 10/9/2015 10:18:08 AM PT Sent: 10/9/2015 10:18:13 AM PT Viewed: 10/9/2015 2:12:47 PM PT Signed: 10/9/2015 2:12:58 PM PT Sent: 10/9/2015 2:13:01 PM PT Viewed: 10/12/2015 6:17:01 AM PT Signed: 10/21/2015 7:17:51 AM PT S t C U ft t Signer Events George C Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer .walters @cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Signature E"l—Signed by: (X^P" 4884E925FOE6480... Using IP Address: 129.120.6.150 E jDocuSigned by: cr4.gft w4tt tii C5BFAFC1821946D... Using IP Address: 129.120.6.150 Signature Status Status Status Status Status Charleta Gilbreath COPIED charleta .gilbreath @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Ij �''I E Robin.fox @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM PT ID: 04463961- 03db -4c4d- 9228- d660d6146ed6 Jennifer Bridges P''I E jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Timestamp Sent: 10/21/2015 7:17:57 AM PT Viewed: 10/21/2015 8:01:00 AM PT Signed: 10/21/2015 8:21:16 AM PT Sent: 10/21/2015 8:21:20 AM PT Viewed: 10/21/2015 11:35:56 AM PT Signed: 10/21/2015 11:36:44 AM PT Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 10/9/2015 10:18:11 AM PT Viewed: 10/9/2015 1:16:03 PM PT Sent: 10/9/2015 10:18:11 AM PT Sent: 10/21/2015 7:17:55 AM PT Viewed: 10/21/2015 8:25:13 AM PT Sent: 10/21/2015 11:36:49 AM PT Carbon Copy Events Status Electronic Record and Signature Disclosure: Not Offered ID: Bobbie Arashiro Pi E bobbie .arashiro @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 6/29/2015 10:36:42 AM PT ID: 2a5e0348- 28e2- 4fe4- a940- Ofad20fb875f Jane Richardson 01PIED jane .richardson @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Envelope Summary Events Status Envelope Sent Hashed /Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Electronic Record and Signature Disclosure Timestamp Sent: 10/21/2015 11:36:51 AM PT Viewed: 10/22/2015 6:14:22 AM PT Sent: 10/21/2015 11:36:54 AM PT Viewed: 10/28/2015 9:08:16 AM PT Timestamp Timestamps 10/21/2015 11:36:54 AM PT 10/21/2015 11:36:54 AM PT 10/21/2015 11:36:54 AM PT 10/21/2015 11:36:54 AM PT Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Donny Barstow, Robin Fox, Bobbie Arashiro ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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