ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 43489
INITIAL COMMUNITY DEVELOPMENT ORDER
Addendum No. 1 to Master Services Agreement No. 43489 Page 1 of 30 Pursuant to Master Services Agreement No. 43489 ("Agreement"):
This Order, designated as Addendum No. 1, is entered into as of _________________, (“Order Effective Date”), by and between MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the Agreement and this Order, the Order will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. This Order supersedes any previous quote or proposals received. Use of pre-printed forms, including, but not limited to, email, purchase orders, shrink-wrap or click-wrap agreements, acknowledgements, or invoices, is for convenience only, and all unilaterally issued and/or pre-printed terms and conditions stated thereon, except as specifically set forth in this Order, are void and of no effect.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 1 to be executed by their respective duly authorized representatives as of the Order Effective Date.
MCCi, LLC TOWN OF YOUNTVILLE (“Client”)
Signed: __________________________ Signed: ___________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ Addendum No. 1 to Master Services Agreement No. 43489 Page 2 of 30 PRICING: MCCi COMMUNITY DEVELOPMENT
3717 Apalachee Parkway, Suite 201 Bill /Ship to: Jason Bernard Tallahassee, FL 32311 [email protected]
850.701.0725 cc AP Contact: [email protected]
850.564.7496 fax
Client Name: Town of Yountville Quote Date: May 22, 2026 Client Address: 6550 Yount Street, Yountville, CA 94599 Quote Number: 42045 Subscription Period Start Date: Date of Contract Execution Quote Type: New System Subscription Period End Date: 12 Months from Contract Execution Date Product Description: Qty. Unit Cost Total
MCCi ANNUAL RECURRING SERVICES
MCCi Community Development Solution, Departmental License • Includes Business Licensing, Permitting and Inspections 1 $26,000.00 $26,000.00
Payment Processing Integration 1 $1,000.00 $1,000.00
Blue Beam Integration (up to 29K Population) 1 $4,025.00 $4,025.00 Laserfiche Integration 1 $5,000.00 $5,000.00
MCCi Community Development Platform, Electronic Plan Review (EPR) Module, per User (minimum 3 users)
3 $1,250.00 $3,750.00
MCCi Annual Recurring Subscription Subtotal $39,775.00
MCCi SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION
MCCi Managed Support Services for Community Development (GMSS) 1 $2,295.00 $2,295.00 Client needs are estimated based on the current components provided herein: up to 15 hours that will expire at the end of your renewal term. MCCi Learning Management System (LMS) for Community
Development
1 $1,500.00 $1,500.00
Annual Recurring Supplemental Support Subtotal $3,795.00 SUBTOTAL - MCCi RECURRING ANNUAL SUBSCRIPTION $43,570.00 Service Description: Qty. Unit Cost Total
MCCi PROFESSIONAL SERVICES - STATEMENT OF WORK
Community Development Implementation and Configuration Please see detailed Exhibit A: Statement of Work (SOW). 1 $105,705.00 $105,705.00
One-time Discount - MCCi Services
Discount is based on this quote and if the quote changes the discount amount is subject to change.
($20,925.00)
Addendum No. 1 to Master Services Agreement No. 43489 Page 3 of 30 SUBTOTAL - ONE-TIME SERVICES $84,780.00
One-Time Discount - Electronic Plan Review (EPR) Module Discount is based on this quote and if the quote changes the discount amount is subject to change.
($3,750.00)
2025 Welcome Aboard Promotion For First Year of MCCi's Community Development Solution
($9,943.75)
TOTAL MCCi PROJECT COSTS $114,656.25
All Quotes Expire 30 Days from Quote Date
This is NOT an invoice. Please use this confirmation to initiate Client’s purchasing process.
RECURRING SERVICES
An annual increase of 5% will be applied to the immediately preceding annual rates (excluding any initial or onetime discounts) unless Client has terminated the Order and/or Addendum earlier. The Recurring Services portion of this Order and/or applicable Addendum will renew upon payment of annual renewal invoice.
SALES TAX
Sales tax will be invoiced where applicable and is not included in the fee quote above.
SERVICES
All services will be performed remotely unless noted otherwise.
Addendum No. 1 to Master Services Agreement No. 43489 Page 4 of 30
PRODUCT ORDER TERMS
MCCi will process Product Orders as follows:
Product/Service Description Timing of Product Order
All Software/Solutions,
Recurring Annual
Support/Subscription, and
Supplemental Support Services
Upon Receipt of Order
The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of start dates for 3rd party manufacturer products are subject to each manufacturer’s current policy.
BILLING TERMS
MCCi will invoice Client as follows:
Product/Service Description Timing of Billing
All Software/Solutions,
Recurring Annual
Support/Subscription, and
Supplemental Support Services
Upon Receipt of Order
Professional Services:
Statement of Work
Defined in Statement of Work
MCCi shall not send any invoices nor claim payment for any fees or expenses incurred by MCCi until both parties authorize this Order. Sales tax will be invoiced where applicable and is NOT included in the Pricing section. Once payment has been received, no refunds for Recurring Services are available.
Addendum No. 1 to Master Services Agreement No. 43489 Page 5 of 30
SUPPLEMENTAL SUPPORT PACKAGES
As Client’s first-tier solution provider, MCCi provides multiple options for technical support. Client’s annual renewal covers application break/fix support, version downloads, and continued educational resources. MCCi offers supplemental support packages to cover remote training, basic configuration services, and maintenance of existing business processes. MCCi’s Managed Support Services for MCCi Community Development (GMSS) or Process Administration Support Services (GPASS) packages are strongly encouraged to be included with every renewal.
Supplemental Support Packages are annual subscriptions and pricing is based on the package purchased and an advanced discounted block of hours, which expire on the same date as Client’s annual renewal. GMSS pricing for the advanced block of hours is based on MCCi’s Support Technician II hourly rate discounted by 10%. GPASS pricing for the advanced block of hours is based on MCCi’s Application Support Analyst hourly rate discounted by 10%.
MCCi COMMUNITY DEVELOPMENT
*May include assistance in modifying previously configured Forms, Form Letters, Licenses, Permit Types, and Case Types. Excludes custom coding/software development.
**May include creation of new Forms, Workflows, Case Types, and License Types. Excludes custom coding/software development.
MCCi’s
Standard
Support
Services
MCCi’s
Managed
Support
Services
MCCi’s Process
Administration
Support
Services
Description Basic GMSS GPASS
Easy access to MCCi’s team of Technicians for application break/fix support issues (i.e., error codes, bug fixes, etc.)
Remote access support through web conferencing service
Access to product update version and hotfixes.
Help Site Access
Additional Remote Basic Training (Function & How to on New Releases)
Additional Advanced User/Admin Training
Assistance with New Form Creation
Assistance with Currently Configured Processes*
Common Workflow Setup/Modification
Assistance with Portal Modules
Assistance Maintaining Downloadable Documents
Creating New Process Configurations**
Administration Configuration Services
Maintain/Modify Complex Workflow and Forms
Dedicated Professional
Proactive recurring consultation calls upon the Client’s request Annual Review of system configurations, upon Client’s request Institutional Knowledge of Client’s Solution
Addendum No. 1 to Master Services Agreement No. 43489 Page 6 of 30
SUPPLEMENTAL SUPPORT PACKAGE DEFINITIONS
Common Workflows/Forms: A business process requiring minimal configuration and virtually no institutional knowledge of the Client’s business process, allowing an MCCi Application Support Analyst to assist with configuration, support, and maintenance of the process.
Complex Workflows/Forms: A large business process with an extensive configuration that is mission-critical to the organization. A business process requiring multiple steps, large fee calculations, and/or custom workflow setup.
Complex business processes require MCCi’s Application Support Analyst to have institutional/process knowledge to configure the process. Examples: Alcohol/liquor licenses, new commercial building permits, special event permits, and merchant peddler licenses.
Addendum No. 1 to Master Services Agreement No. 43489 Page 7 of 30 MCCi ASSUMPTIONS
TECHNICAL SUPPORT
Clients may contact MCCi support via MCCi’s Online Support Center, email ([email protected]), or telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8:00 AM to 5:00 PM local time within the continental United States.
PROFESSIONAL SERVICES
CHANGE ORDER PROCESS
Any deviations from the contract will be documented in a Change Order that Client must execute.
CONFIGURATION ASSISTANCE
Many of MCCi’s packages list remote configuration assistance for up to a certain number of days. This is based on total days, not business days.
TRAVEL
MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon.
SCHEDULING
All rates are based on normal business hours, Monday through Friday from 8:00 AM to 5:00 PM local time within the continental United States. If scheduling needs to occur after business hours, additional rates may apply.
RETURN POLICY
Any product returns are subject to the manufacturer’s return policy.
LIMITED LIABILITY
If the Master Agreement is silent on each party’s limited liability, or there exists no master agreement, except for breach of any intellectual property right, or end user terms of use, and/or license agreement, liability is limited to the amount of dollars received by MCCi directly associated with this Order in the twelve (12) months prior to the date of the Claim. If the applicable agreement provides for a limitation of liability, then such limitation applies to the greatest extent allowed.
MCCi also does not warrant any third-party products procured on behalf of Client. If there are any product warranties provided by the manufacturer of the product, any remedy should be requested directly from manufacturer and MCCi has no liability associated therewith.
PRE-EXISTING INTELLECTUAL PROPERTY (IP)
The following products noted below are deemed Pre-existing IP as defined in the Master Agreement and are not considered “Works Made for Hire” and as such all rights, title or interest remains with MCCi. Client shall retain a nonexclusive, royalty-free, world-wide, license to use the product(s) as such product(s) is integrated into the solution purchased from MCCi and for the term of the applicable subscription(s) by Client. ▪ Laserfiche PowerPack by MCCi
▪ Laserfiche EnerGov Integration by MCCi
▪ Laserfiche Neogov Integration by MCCi
▪ GoFiche Suite for Avante/Rio/Subscription
▪ Common Web Service API for Laserfiche
▪ MCCi software
Addendum No. 1 to Master Services Agreement No. 43489 Page 8 of 30
CLIENT SOLUTION CUSTOMIZATIONS
Client may also choose to customize their system internally without MCCi’s help. MCCi is not responsible for any damage caused by the user’s customization of the system not performed by MCCi. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates as provided by software manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply.
CLIENT INFORMATION TECHNOLOGY ASSISTANCE
For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources.
Client must provide adequate technical support for all MCCi installation and support services. If Client does not have “in-house” technical support, it is Client’s responsibility to make available the appropriate Information Technology resources/consultant when needed.
FEES
Client acknowledges their pre-approval for any Order Expenses, defined below, quoted, and will reimburse Company for all reasonable out-of-pocket travel, living and other ancillary expenses paid or incurred by Company in connection with the Services (“Order Expenses”). If relevant, and provided to Company, Company will make commercially reasonable efforts to conform to Client’s expense policy. If a dispute occurs regarding Company’s invoicing of Order Expenses not in conformity with Client’s expense policy and greater than five (5) percent of a specific invoice, such dispute will be subject to investigation and correction; otherwise, Client agrees to reimburse Company for the full amount of expenses invoiced.
Client acknowledges that the price of the license and/or subscription for the use of a third-party licensed product is subject to increases during the term of the license and/or subscription or at the time of renewal. If Company is reselling a license and/or subscription of a third-party product to Client, then Company will provide Client at least 15 days prior to written notice (an email will be sufficient) of an increase in the price of the license and/or subscription.
If Client does not agree to pay such increase in the license and/or subscription, Client must provide written notice to Company within 15 days of the date of the notice of such increase. Upon receipt of such notice, Company will cancel Client’s license and/or subscription to the third-party licensed product.
In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable.
WARRANTY
Company warrants that all Services shall be performed by personnel with relevant skill sets and familiarity with the applicable subject matter, in a professional, competent, and workman-like manner.
Company’s delivery of a Deliverable to Client shall constitute a representation by Company that it has conducted a review of the Deliverable and believes it meets the written specifications, if any, set forth in this Addendum. Client shall then have the right to conduct any review of the Deliverable as Client shall deem necessary or desirable. If Client, in its reasonable discretion, determines that any submitted Services or Deliverable does not meet the specifications, set forth in the hereunder, Client shall have five (5) business days after Company’s submission to give written notice to Company specifying the deficiencies in reasonable detail. Company shall use reasonable efforts to promptly cure Addendum No. 1 to Master Services Agreement No. 43489 Page 9 of 30 any such deficiencies. After completing any such cure, Company shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted.
COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO
CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN THIS ORDER, CLIENT’S INITIAL REMEDY WILL BE FOR COMPANY, AT ITS EXPENSE, TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE FOREGOING, CLIENT’S REMEDIES, AND COMPANY’S ENTIRE LIABILITY, AS A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE MASTER SERVICES AGREEMENT. THE FOREGOING WARRANTY IS EXPRESSLY
CONDITIONED UPON (I) CLIENT PROVIDING COMPANY WITH PROMPT WRITTEN NOTICE OF ANY CLAIM THEREUNDER PRIOR TO THE EXPIRATION THEREOF, WHICH NOTICE MUST IDENTIFY WITH PARTICULARITY THE NON-CONFORMITY; (II) CLIENT’S FULL COOPERATION WITH COMPANY IN ALL REASONABLE RESPECTS RELATING THERETO, INCLUDING, IN THE CASE OF MODIFIED SOFTWARE, ASSISTING COMPANY TO LOCATE AND REPRODUCE THE NON-CONFORMITY;
AND (III) WITH RESPECT TO ANY DELIVERABLE, THE ABSENCE OF ANY ALTERATION OR OTHER MODIFICATION OF SUCH DELIVERABLE BY ANY PERSON OR ENTITY OTHER THAN COMPANY. COMPANY ALSO DOES NOT WARRANT ANY THIRDPARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE ANY PRODUCT WARRANTIES PROVIDED BY THE
MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH.
EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY DOES NOT MAKE OR GIVE ANY
REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.
In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is mutually determined by the Parties not to be Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank]
Addendum No. 1 to Master Services Agreement No. 43489 Page 10 of 30
COMMUNITY DEVELOPMENT ASSUMPTIONS, TERMS & CONDITIONS
THESE ASSUMPTIONS, TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED FOR MCCi COMMUNITY DEVELOPMENT (THE “SOLUTION”). THESE PROVISIONS SHALL SURVIVE AFTER TERMINATION OR EXPIRATION OF ANY AND ALL PORTIONS OF THE ORDER.
WARRANTIES & DISCLAIMERS
MCCi DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES
THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT PRIVACY, CLIENT DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
MCCi Warranties. MCCi warrants that (i) the Solution shall perform materially in accordance with any specifications or descriptions set forth herein, (ii) subject to exceptions related to non-MCCi software, the functionality of the Solution will not be materially decreased during the term of this Order, (iii) MCCi will use industry standard measures to not transmit malicious code and the like (“Malicious Code”) to Client, provided that if Client or a user uploads a file containing Malicious Code into the Solution Client shall be liable for the same; and (iv) to MCCi’s knowledge, Client’s use of the Solution in strict compliance with the Order shall not infringe or violate the intellectual property rights of any third-party.
The warranties herein are void to the extent of any Client failure to perform in accordance with the Order and any licensing terms. MCCi shall not be responsible for any decrease in functionality or other issues that are the result of (i) the Solution not being used in accordance with the Order, (ii) the Solution being modified or altered by or on behalf of Client without MCCi’s written permission, or (iii) Internet or network connections, third-party software, streaming services, computers, equipment and/or devices not supplied by MCCi.
Client Warranties. Client warrants that MCCi’s use of Client data and/or any other item provided by Client, in accordance with the Order will not infringe or violate the intellectual property or other rights of any third party.
Client warrants that it shall have all rights and licenses of third-parties necessary or appropriate for MCCi to access or use third-party products provided by Client and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi.
ACCEPTABLE USE
Client agrees that it will not misuse or attempt to misuse the Solution, and that the Solution will only be used in a manner consistent with the Order. Client will not upload malware or any other malicious software to the Solution.
Client is also responsible for ensuring that no classified, confidential, or illegal information is provided to or through the Solution.
Client acknowledges and agrees that all use of the Solution hosted on the Azure Cloud is subject to the Microsoft terms and conditions surrounding the same. MCCi’s obligations and liability and Client’s rights are limited by the same. Further, MCCi neither accepts liability for, nor warrants the functionality, utility, availability, reliability, or accuracy of, third-party software or third-party services.
INFORMATION & PRIVACY
By using the Solution, Client will be providing MCCi with information. Client retains full ownership of its information, and MCCi does not assert ownership. These Assumptions, Terms & Conditions do not grant MCCi any rights to Client’s information or intellectual property except for the limited rights that are needed to run the Solution, as explained below.
Addendum No. 1 to Master Services Agreement No. 43489 Page 11 of 30 MCCi may need Client’s permission to handle its information as directed and required for the functioning of the Solution. An example is hosting files or sharing them. Client hereby grants a license to MCCi to use and process such information solely to the extent necessary to fulfill MCCi’s obligations. This license also extends to trusted third parties MCCi works with to do the same.
Client is solely responsible for its conduct, the content of its files, and its communications with others while using the Solution. For example, it is Client’s responsibility to ensure that it has the rights or permission needed to comply with these Assumptions, Terms & Conditions.
INFORMATION SHARING AND DISCLOSURE
MCCi may use certain trusted third-party companies and individuals to help MCCi provide, analyze, and improve the Solution (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Solution’s features).
The parties acknowledge that in the course of the relationship between Client and MCCi, each may receive Confidential Information (as defined below) of the other party. Any and all Confidential Information in any form or media obtained by a Recipient (defined below) shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the performance of the applicable party’s obligations. Each Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than in connection with the activities contemplated by the Order. All MCCi personnel assigned by MCCi to Client will sign appropriate forms of confidentiality agreements on or prior to their start date. “Confidential Information” means any and all confidential information of a party disclosed to the other party, including, but not limited to, research, development, proprietary software, technical information, techniques, knowhow, trade secrets, processes, clients, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include information which: (i) was known to the party receiving the information (the “Recipient”) prior to the time of disclosure by the other party (the “Disclosing Party”); (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of the Order, these Assumptions, Terms & Conditions or other wrongful act by the Recipient; (iii) was lawfully received by Recipient from a third-party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority.
The obligations set forth in this Section shall survive the termination of the Order for a period of three (3) years thereafter.
INTELLECTUAL PROPERTY
The Solution and any services surrounding the same herein are not considered “Works made for Hire” or otherwise a grant of any right, title or interest. Except for the license grant herein, all rights to the Solution and all services surrounding the same are—and remain—with MCCi. Client shall retain a non-exclusive, royalty-free, world-wide, perpetual license to use the output generated by Solution and stored external to Solution by Client during the Subscription Period.
Except for the license grants hereunder, as between Client and MCCi, Client retains all rights to Client data and information.
Addendum No. 1 to Master Services Agreement No. 43489 Page 12 of 30
ACCOUNT SECURITY
Client is responsible for safeguarding the passwords that are used to access the Solution and agrees not to disclose passwords to any third-party. Client is responsible for any activity using its account, whether or not it authorized that activity. Client will immediately notify MCCi of any unauthorized use of Client’s account. Client acknowledges that if it wishes to protect its transmission of data or files to the Solution, it is Client’s responsibility to use a secure network to communicate with the Solution.
DATA RETENTION & ACCESS
MCCi will retain Client’s information for as long as its account is active or as needed to provide the Solution. If Client wishes to cancel its account or request that MCCi no longer use Client’s information to provide the Solution, Client may request that MCCi delete its account. MCCi may retain and use Client’s information as necessary to comply with legal obligations, resolve disputes, and enforce mutual agreements. Consistent with these requirements, MCCi will try to delete Client’s information quickly upon request. Please note, however, that there might be latency in deleting information from MCCi servers and backed-up versions might exist after deletion. In addition, MCCi does not delete Client information from its server’s files that Client has in common with other users. Client understands and agrees that once the Client instance of the Solution is decommissioned, MCCi may not be able to provide Client a copy of the data included therein. Client agrees that it will back up all Client information that it requires. MCCi may decommission any environment after 45 days of Client not maintaining an active subscription to the applicable environment, including without limitation, as a result of non-renewal and/or non-payment.
LICENSED SOFTWARE AND SERVICES
During the term of the Order and any applicable addenda, MCCi grants to Client and Client accepts a non-transferable, revocable, non-exclusive, and limited license to use the Solution as defined herein subject to the terms, obligations and restrictions set forth in the Order. All rights to the Solution not granted to Client are reserved by MCCi.
NON-MCCI APPLICATIONS AND PROVIDERS
The Solution may contain links to third-party websites or resources. MCCi does not endorse and is not responsible or liable for third-party websites, including, without limitation, availability, accuracy, the related content, products, or services. An example would be a third-party payment processor. Client is solely responsible for its use of any such websites or resources.
Acquisition of Non-MCCi Products and Services
MCCi or third parties may from time to time make available to Client third-party products or services, including but not limited to non-MCCi applications and implementation, customization, and other consulting services. MCCi does not warrant or support products or services not created or produced by MCCi, except as specified in the Order and/or applicable addenda. If Client desires such warranties, it should seek those from the applicable third-party.
Non-MCCi Built Applications and Client Information
If Client installs or enables non-MCCi applications for use with the Solution, Client acknowledges that MCCi may allow providers of those non-MCCi applications to access Client information as required for the interoperation of such nonMCCi applications with the Solution. MCCi shall not be responsible for any disclosure, modification or deletion of Client information resulting from any such access by non-MCCi application and/or providers. The Solution may allow Client to restrict such access by restricting users from installing or enabling such non-MCCi applications for use with the Solution. MCCi is not responsible for, and Client agrees to hold MCCi harmless from any third-party claims or liability owed to third parties resulting from any unauthorized use or disclosure or any damage or loss of Client Addendum No. 1 to Master Services Agreement No. 43489 Page 13 of 30 information as a result of use of non-MCCi applications or access to Client information by non-MCCi application and/or providers.
Integration with Non-MCCi Services
The solution may contain features designed to interoperate with non-MCCi applications (e.g., Laserfiche, ESRI, payment processing applications, etc.). To use such features, Client may be required to obtain access to such nonMCCi applications from their providers, and it is the Client’s responsibility to adhere to licensing terms/agreements from such provider. If the provider of any such non-MCCi application ceases to make the non-MCCi application available for interoperation with the corresponding Solution features on reasonable terms, MCCi may cease providing such features without entitling Client to any refund, credit, or other compensation, unless the provider of such nonMCCi application provides for a refund of such fees.
Addendum No. 1 to Master Services Agreement No. 43489 Page 14 of 30 Exhibit A:
Statement of Work
City of Yountville
Community Development
Issued: February 25, 2026
Valid for 30 days
Addendum No. 1 to Master Services Agreement No. 43489 Page 15 of 30 STATEMENT OF WORK (“SOW”)
This Statement of Work (including appendices hereto, the (“SOW”) is part of Client’s Master Agreement with MCCi (the “Master Agreement”) and will serve as an Exhibit to the Order. If there is any conflict or inconsistency between the provisions of this SOW and the Master Agreement, the provisions of the Master Agreement shall apply unless the discrepancy is specifically called out within this SOW in which case this SOW shall control solely with respect to such conflict or inconsistency. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Master Agreement. In consideration of the foregoing and of the mutual covenants and promises set forth herein, MCCi and Client agree as follows:
BACKGROUND
Client is seeking to implement a comprehensive Community Development Platform to streamline its operations and enhance service delivery to residents MCCi’s Community Development Platform will support critical functions including permits, inspections, code compliance, planning, and business licensing. It will also incorporate integrations with essential systems such as GIS Integration, Plan Review, Laserfiche, as well as a custom payment provider integration.
PROJECT OBJECTIVES
▪ Project Kickoff
▪ Discovery & Requirement’s Gathering
▪ Development Permits & Licensing
▪ Development Integration – Bluebeam
▪ Development Integration – Laserfiche
▪ Development Integration – Payment Provider
▪ Development Integration – Office 365 -Calendar
▪ Development Integration - ESRI/GIS
▪ Data Migration
▪ User Training
▪ Alpha & User Acceptance Testing
▪ Project Closeout
[remainder of page left intentionally blank]
Addendum No. 1 to Master Services Agreement No. 43489 Page 16 of 30
PROJECT STAKEHOLDERS
GENERAL INFORMATION
PROJECT NAME PROJECT MANAGER MCCi SINGLE POINT OF CONTACT Community Development Platform TBD Laura Wayman
MCCi SOW PREPARATION INFORMATION
NAME TITLE EMAIL PHONE NUMBER
Annie Lloyd Solutions
Architect [email protected] 800.342.2633 ext. 7018
CLIENT DECISION MAKER
NAME TITLE EMAIL PHONE NUMBER
Jason Bernard IS Administrator [email protected] 707.944.8851
CLIENT PROJECT STAKEHOLDERS
NAME TITLE EMAIL PHONE NUMBER
TBD TBD TBD TBD
[remainder of page left intentionally blank]
Addendum No. 1 to Master Services Agreement No. 43489 Page 17 of 30
MILESTONES & DELIVERABLES
MILESTONE DELIVERABLES
#1: Project Kickoff and
Project Staging
Project Kickoff: MCCi team will coordinate and conduct 30-minute meeting with Client project stakeholders to review project objectives, assumptions, deliverable(s); and discuss procedures, plans, collaboration platform, roles, timeline, etc.
Remote Access Set Up for MCCi Project Team: Client IT contact will work with MCCi Project Manager to establish the appropriate remote server access needed for the project and according to Client’s internal security protocols.
Creation of Project Board: MCCI Project Manager will create and manage project timelines, milestones, deliverables, communication, etc. through the Project Management Tool of MCCi’s choosing and provide access to Client’s project team.
MCCi project manager will work with Client team to establish routine status meetings.
CLIENT DELIVERABLES
▪ Project Personnel Contact Information
MCCi DELIVERABLES
▪ Project team assignments
▪ Kickoff session
#2: Project Discovery
and Requirements
Gathering
MCCi will complete requirements gathering in remote sessions with client stakeholders to services and deliverables specific to Milestone(s) #3.
CLIENT DELIVERABLES
▪ Provide logo and branding kit
▪ Provide data model for each form
▪ Provide existing workflow documentation
▪ Provide access and/or screenshot for case types
▪ Provide Inspection Checklist per inspection type (if applicable) ▪ Provide template letters, permits and licenses examples ▪ Provide SME to discuss end to end process for:
o Department Forms to include Licenses, Planning Forms and Permit Applications (24 Forms and up to 12 Workflows)
▪ Define User Permissions for up to ten (10) system users ▪ Define Custom Reports (Up to 2)
▪ Define Rates and/or Fee Schedule(s)
▪ Provide CSV table data for Springbrook Financial Export ▪ Sign-off on design specifications and requirement definitions MCCi DELIVERABLES
▪ Citizen Portal Design:
o Design page wireframe(s)
o Define security parameters (user access)
▪ Design Citizen Portal Landing Page
▪ Provide twenty-four (24) Form Design(s) Mock-up
▪ Provide up to twelve (12) Workflow Diagram(s) Mock-up ▪ Payment Processor definitions for development of new integration with Stripe Addendum No. 1 to Master Services Agreement No. 43489 Page 18 of 30 ▪ Daily Springbrook GL CSV Financial Report Export Definitions ▪ Custom Report Definitions (up to 2 Reports)
▪ Final Review of design specifications and requirement definitions
EXCLUSIONS
▪ MCCi will not perform any updates and/or modifications to the existing Client website
ASSUMPTIONS
▪ Client will provide content and artwork to be used for the citizen portal ▪ Platform development activities will not begin until requirements for those development activities have been approved by Client
▪ Requirements defined in this milestone will be used to evaluate labor projections provided during RFP response. Revised (if necessary) labor projections and requirement definitions will require approval prior to commencement of subsequent milestones.
▪ Any modification requests or deliverable changes not defined in this milestone will require a change order
#3: Development |
Permitting & Licensing
Forms and Workflows
Milestone Description: The development of permits & licenses forms and workflows as defined in Milestone 2.
CLIENT DELIVERABLES
▪ Assist with documentation of Test Stories
▪ Provide sample data
▪ SME for sprint reviews during development lifecycle
MCCi DELIVERABLES
▪ Buildout Citizen Portal per Client Specifications defined in Milestone 2. ▪ Configuration of up to twenty-four (24) Forms
▪ Configuration of up to twelve (12) Workflows
▪ Incorporation of up to 10 templated Letters or Permits ▪ Development of up to 2 Custom Reports
EXCLUSIONS
▪ MCCI will not configure or install any other software or third-party application
▪ MCCi will not build any features or functions not defined in the agreed upon requirements definition documentation completed in Milestone 2
ASSUMPTIONS
▪ All Building and Engineering forms will be created using the templates created for this milestone
▪ Client will provide access to an SME to have regularly scheduled reviews throughout the development lifecycle
▪ MCCi will provide the subdomain for the Citizen Portal ▪ Any modification requests or deliverable changes not defined in during Milestone 2 will require a change order
Addendum No. 1 to Master Services Agreement No. 43489 Page 19 of 30 #4: Development |
Bluebeam Integration
Milestone Description: The development and integration of Bluebeam into the MCCi Community Development platform.
CLIENT DELIVERABLES
▪ Provide active Bluebeam Revu (minimum version 21) account access ▪ Provide contracted case types
▪ Provide account emails that will receive notifications MCCi DELIVERABLES
▪ Coordinate integration implementation with Velosimo
https://www.velosimo.com/
▪ Configure GovBuilt with API to integrate up to five (5) plans provided by Velosimo ▪ Provide SME to discuss configuration and setup
▪ Conduct unit Testing
EXCLUSIONS
▪ MCCI will not configure or install any other software or third-party application ▪ Only supports PDF documents
ASSUMPTIONS
▪ Bluebeam Studio Prime License is required. If Client does not have this license tier, client will need to upgrade their current Bluebeam License ▪ Integration will be implemented through Velosimo
▪ Bluebeam Revu 21 (or later) installed on Client machine that will utilize integration
#5: Development |
Laserfiche Integration
Milestone Description: The development and integration of Laserfiche into the MCCi Community Development platform.
CLIENT REQUIREMENTS
▪ Provide a dedicated Laserfiche user license for CWSAPI to utilize ▪ Provide an outward-facing server for installation of the CWSAPI. If you have Laserfiche Cloud and are unable to host CWSAPI locally, a cloud hosted option is available that may require a Chane Order
▪ Provide SQL database to facilitate upload of large documents ▪ Provide SSL/TLS certification for Web Server that hosts the CWSAPI web service
▪ If applicable, configure Client network and/or firewall to enable communications between CWSAPI Server and Laserfiche Server ▪ Configure Client network and/or firewall to allow delegation from GovBuilt to Laserfiche
▪ Provide Windows Administrator Service Account for the installation of CWSAPI ▪ Provide external URL for Web Client
MCCi DELIVERABLES
▪ Install and configure one (1) instance of the CWSAPI on one server ▪ Configure GovBuilt integration with up to 5 (five) template mappings ▪ Complete Alpha testing of Laserfiche Setup
▪ Provide one (1) 1-hour session of remote overview of the CWSAPI tool ▪ Provide CWSAPI GovBuilt Install Documentation
EXCLUSIONS
▪ User Credentials will not propagate for Laserfiche Cloud Addendum No. 1 to Master Services Agreement No. 43489 Page 20 of 30 ▪ Configuring user security in the Laserfiche Repository ▪ Configuring folder structure in the Laserfiche Repository
ASSUMPTIONS
▪ Access to Client Laserfiche environment is provided to MCCi ▪ Client has externally facing Laserfiche Web Client
▪ Microsoft .NET Framework 4.6.1 is installed and configured on Client Provided Server for CWSAPI
▪ Microsoft Visual C++ Runtime 2017 is installed and configured on Client Provided Server for CWSAPI
▪ Files Stored in Laserfiche Cloud will be visible only to Client GovBuilt users that have an active Laserfiche account
▪ GovBuilt users needing to search for files in Laserfiche will have active Laserfiche user accounts
#6: Custom
Development |
Payment Provider
Integration
Milestone Description: The custom development and integration of Express Bill Pay Payment Provider into the MCCi Community Development platform.
CLIENT DELIVERABLES
▪ Provide API key and configuration details from Payment Provider (Express Bill Pay)
▪ Provide Payment Provider specific credentials (e.g., Location ID, Version Number, Security Key) necessary to configure integration ▪ If applicable, provide test account credentials
▪ Perform User Acceptance Testing
▪ Provide IDs for card readers if applicable
MCCI DELIVERABLES
▪ Setup and configure one (1) payment processing integration instance with necessary specifications for up to 2 (two) GovBuilt Forms with Express Bill Pay ▪ Perform Alpha Testing
▪ Provide daily csv export of card transactions in accounting system ▪ Provide payment reconciliation report
EXCLUSIONS
▪ Install/configure payment processor software
▪ Install/configure licensing with Payment Provider
▪ Implementation of Fee Schedules
▪ Configuring daily export of card transactions in accounting system ▪ Troubleshooting with the Payment Provider
▪ Setting up or configuring physical credit card readers
ASSUMPTIONS
▪ Client has active and appropriate licensing with Payment Provider ▪ Client will be responsible for providing Payment Provider configuration details ▪ Client has an administrative account with Payment Provider ▪ Contract for payment merchant details is between Client and Payment Provider
Addendum No. 1 to Master Services Agreement No. 43489 Page 21 of 30 #7: Development |
Office 365 Integration
Milestone Description: The development and integration of Office 365 for SharePoint Calendar access into the MCCi Community Development platform.
CLIENT DELIVERABLES
▪ Configure MS Entra for SSO
▪ Create Test Account for MCCi
▪ Provide necessary keys/IDs
▪ Provide Azure Group IDs for role permissions management ▪ Access Testing and Sign-off of Office Integration
MCCi DELIVERABLES
▪ How to Set Up Guide for MS Entra App
▪ Provide SME to discuss configuration and setup
▪ Assist with configuration and set up of one (1) instance of MS Entra for SSO ▪ If applicable, assist with configuration and setup of one (1) instance MS Office 365 calendar integration
▪ Conduct unit Testing via test account provided by Client
EXCLUSIONS
▪ MCCI will not configure or install any other Microsoft related software or thirdparty applications
ASSUMPTIONS
▪ Set-up of MS Entra will be performed by Client IT personnel ▪ Client has active MS365 subscription license
▪ Client has active MS Entra configured
MCCi Developer will provide documentation and assistance to Client to complete setup #8: Development |
ESRI/GIS Integration
Milestone Description: The development and integration of ESRI/GIS into the MCCi Community Development platform.
CLIENT DELIVERABLES
▪ Provide URLs for contracted layers to execute queries ▪ Provide a mapping matrix from ESRI layer data to GovBuilt Form fields ▪ If applicable, provide Feature layer access Key(s)
▪ Provide at minimum 3 (three) Example Data pools to test configurations from ▪ Create Test Account for MCCi
▪ Provide SME on ESRI setup and configurations
▪ Client testing of ESRI mapping configuration for accuracy MCCi DELIVERABLES
▪ Provide requirement gathering with client SME to discuss configuration and setup
▪ Assist with configuration & set-up of a single profile for ESRI integration with up to 5 (five) layers
▪ Conduct unit testing via test account provided by Client ▪ Set up of up to five (5) ESRI Global free base maps
▪ Integration configuration testing
EXCLUSIONS
▪ MCCI will not configure or install any other software or third-party application
ASSUMPTIONS
▪ If unable to retrieve entire address, geolocation will be used Addendum No. 1 to Master Services Agreement No. 43489 Page 22 of 30 ▪ Integration is only configurable with ArcGIS Online Feature Server or ArcGIS Enterprise Map Server (minimum version 11.2)
▪ Layers to be accessed are publicly available, if not we will require a token to authenticate to a private layer
▪ ERSI must have an externally facing web component, we cannot integrate if the layers are only accessible from the client’s internal network ▪ Layers provided contain the necessary data and that data is current and up to date
#9: Data Migration Milestone Description: MCCi will migrate data from the existing OpenGov platform
CLIENT DELIVERABLES
▪ Provide documents and data to be migrated (Up to 3100 documents) ▪ SME / Client DBA data review session(s)
▪ Provide sample data
▪ Provide initial data set from source database
▪ Approve sample data mapping per migrated record type
▪ Validate initial data load and provide feedback within two (2) weeks (ten (10) ▪ business days)
MCCi DELIVERABLES
▪ Sample of data mapping of imported records for each type ▪ Migration from Client System of up to 20 GB of Data from Hansen and 1 GB of ▪ Data from Tidemark
▪ Perform upload of documents and/or case data for forms as defined in ▪ Milestone #2
▪ Perform upload of documents and/or case data for workflows as defined in ▪ Milestone #2
EXCLUSIONS
▪ Client data, unless otherwise stated in this section, will not be altered by MCCi ▪ Migration of data in excess of the limitations described above
ASSUMPTIONS
▪ Any data format provided for migration outside of the approved data sample ▪ will require a change order
▪ Data submitted for migration is in the final state, ready to be migrated ▪ Migration effort assumes a maximum of 25GB of storage capacity #10: User Training Milestone Description: MCCi will provide live remote (virtual) training services with an MCCi Trainer. Recordings of the live training sessions will be provided to Client upon completion. Up to 15 hours of training will be provided, session counts may vary by course depending on Client training needs.
CLIENT REQUIREMENTS
▪ Have a user account available for each attendee participating in the training ▪ Have an access point for each attendee (laptop, desktop, etc.) ▪ Have identified the individuals appropriate for this training
ASSUMPTIONS
▪ Completion of Overview Training is a prerequisite for all other training sessions
Addendum No. 1 to Master Services Agreement No. 43489 Page 23 of 30 ▪ Attendees have necessary security permissions for applicable access ▪ Clients with both Inspections and Mobile training packages will have a combined training session (if applicable)
▪ Provide training for up to twelve (12) users per session ▪ Onsite training will be scheduled in full-day sessions where applicable
EXCLUSIONS
▪ MCCi is not responsible for customizing training materials for the client ▪ New content, corrections, and/or updates will not be configured in this training
▪ Troubleshooting and/or development assistance will not be provided by the trainer
▪ Training on 3rd party software integrations will not be provided ▪ Query reports, JSON, JavaScript, and other types of coding are not included
MCCI DELIVERABLES FOR PLATFORM OVERVIEW TRAINING
▪ Provide one (1) training session for one (1) hour
▪ Provide overview training of the client’s system
MCCI DELIVERABLES FOR ADMIN & CONFIGURATION TRAINING
▪ Provide one (1) training session for ninety (90) minutes ▪ Provide a review of the administration sections of the client’s system
MCCI DELIVERABLES FOR INSPECTIONS TRAINING
▪ Provide one (1) training session for ninety (90) minutes ▪ Provide training on the inspections section of the client’s system ▪ Provide training on the Mobile App related to the client’s system ▪ Ensure the activation of the Mobile Hub for the client site prior to training
MCCI DELIVERABLES FOR FINANCE & PAYMENTS TRAINING
▪ Provide one (1) training session for ninety (90) minutes ▪ Provide a review of the finance and payments section and actions related to the client’s system
MCCI DELIVERABLES FOR REPORTS TRAINING
▪ Provide one (1) training session for ninety (90) minutes ▪ Provide training on how to utilize the reports section of the client’s system
MCCI DELIVERABLES FOR FORMS TRAINING
▪ Provide one (1) training session for two (2) hours
▪ Provide a review of the administration sections of the client’s system
MCCI DELIVERABLES FOR WORKFLOW TRAINING
▪ Provide one (1) training session for two (2) hours
▪ Provide a review of the administration sections of the client’s system
MCCI DELIVERABLES FOR USER ACCEPTANCE TESTING (UAT) TRAINING ▪ Provide one (1) training session for two (2) hours
▪ Provide User Acceptance Testing training of the client’s system Addendum No. 1 to Master Services Agreement No. 43489 Page 24 of 30 ▪ Provide training for up to twelve (12) users per session ▪ The intention of this training is to outline one (1) process from submission to completion
#11: Alpha Testing and
User Acceptance
Testing (UAT)
MCCi will complete Alpha testing of the delivered solutions to ensure they function based upon the outlined design.
▪ Client Testing Team will execute User Acceptance Testing (UAT). Client is responsible for fully testing configurations prior to going live. Client will have 2 weeks (10 business days) to complete UAT.
#12: Solution
Acceptance & Project
Closeout
Client will go fully live with the system and configured processes. A formal wrap-up call will be held to transition Client to their MCCi Account Management and Support team.
MCCi Project Team will continue to be available for 7 days (not to exceed 10 hours) after System Handoff and client Go-Live for questions and in-scope corrections or adjustments prior to Project Closeout.
EXCLUDED
GENERAL
▪ MCCi is not responsible for assigning an external URL for any web-based platform/software module. ▪ MCCi is not responsible for creating or maintaining a backup and recovery plans. ▪ MCCi is not responsible for creating training documentation. ▪ MCCi is not responsible for final testing including, but not limited to configuration changes made by Client’s team prior to system Handoff.
▪ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution.
▪ MCCi is not responsible for anything not expressly included in this SOW.
Addendum No. 1 to Master Services Agreement No. 43489 Page 25 of 30
SOW ASSUMPTIONS
The following assumptions serve as the basis for this SOW. Any service or activity not described in this SOW is not included in the Scope of services to be provided. Variations to the following may impact the SOW’s cost and/or schedule justifying a Change Order (defined below).
DELIVERABLE ACCEPTANCE CRITERIA
MCCi‘s completion of a Deliverable to Client shall constitute that MCCi has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after MCCi’s submission to give written notice to MCCi specifying the deficiencies in reasonable detail. MCCi shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted.
GENERAL
▪ Client agrees that the work schedule described herein represents MCCi’s current best estimate and is subject to possible change due to circumstances beyond MCCi’s direct control and/or new or additional information discovered during the course of the project. Further, Client understands and acknowledges that MCCi’s ability to meet such work schedule is dependent upon, among other things, the accuracy of the assumptions and representations made by Client, the timeliness of Client business decisions, and the performance of Client and Client’s vendor personnel in meeting their obligations for this project and in accordance with this SOW. ▪ If either party identifies a business issue during the project, MCCi and Client must jointly establish a plan to resolve the issues with a potential impact analysis of timeline and budget within five (5) business days of identification.
▪ Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request.
▪ Client shall provide MCCi accurate data throughout the requirements gathering process. ▪ Client is responsible to ensure that adequate hardware/infrastructure is in place and capable of handling the extra resources that may be required to support the Business Process Configuration, related software, etc. ▪ Any additional software licensing needs related to this service/process configuration have not been considered or included as part of this SOW. Client is responsible for ensuring that the required software licensing is available.
▪ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products. ▪ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a Change Order for time spent by MCCi on retraining, reeducating, or changes in direction. ▪ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under this SOW; Addendum No. 1 to Master Services Agreement No. 43489 Page 26 of 30 and (iii) be available to assist MCCi with any other activities or tasks required to complete the Services in accordance with this SOW.
▪ The Post-Implementation Configuration Assistance is intended to incur no more than 10 hours over the 30-day period. This assistance is intended to aid in transitioning Client to MCCi Support. ▪ All Services pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Unattended access requires the following:
▪ Either a VPN connection with proper credentials or installation of on-demand remote access software utilized by MCCi.
▪ Connections that can be made by an assigned MCCi Project Team without intervention from the Client from the hours of 8:00 AM ET to 8:00 PM ET.
▪ A Windows Domain account assigned exclusively to the assigned MCCi Project Team, with passwords provided, that has administrative access to all infrastructure being serviced for purposes of the project. ▪ A Windows Domain account, and complete access to that account including the password, for the service account to be used with any installed software products. ▪ Failure to provide this access will result in a Change Order increasing the cost to Client and timeline of the project.
▪ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, or (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days.
▪ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater.
Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned.
▪ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders.
▪ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used. ▪ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ▪ TLS 1.2 is configured on all Laserfiche servers.
▪ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi.
▪ All services will be performed Monday – Friday, 8 am to 8 pm EST. ▪ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ▪ Client will acquire, install, and setup TLS certificates that meet application requirements. ▪ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ▪ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client.
Addendum No. 1 to Master Services Agreement No. 43489 Page 27 of 30
GENERAL TESTING DEFINITIONS
▪ Alpha Testing – Defined as internal acceptance testing performed by the project team prior to releasing the product or configuration to the Client
▪ Basic Deployment Testing – Defined as testing to ensure that the crucial functions of the system are operating properly, and that the deployment is stable
▪ Beta Testing – Defined as the testing performed to verify functionality and fulfillment of user requirements ▪ User Acceptance Testing – Defined as testing performed by the Client’s users to verify and accept the implemented functionality or deployment
GENERAL EXCLUSIONS
▪ MCCi is not responsible for assigning an external URL for any web-based platform/software module. ▪ MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans. ▪ MCCi is not responsible for creating training documentation. ▪ MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client prior to system handoff.
▪ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution.
LIMITED LIABILITY
If the Master Agreement is silent on each party’s limited liability, or there exists no master agreement, except for breach of any intellectual property right, or end user terms of use, and/or license agreement, liability is limited to the amount of dollars received by MCCi directly associated with this Order in the six (6) months prior to the date of the Claim. If the applicable agreement provides for a limitation of liability, then such limitation applies to the greatest extent allowed.
INSTALLATION
▪ Client shall be responsible for setting up, testing, configuring, and otherwise managing users and user group security, privileges, feature rights, and access rights. ▪ Client shall provide support for any API-related configurations and integrations being developed by its team or third parties.
▪ Client shall identify users participating in the business processes and ensure that appropriate user licensing has been acquired/assigned to them based on their role. ▪ MCCi’s technical team will be provided unattended remote access to Client’s applicable servers during the duration of the project outlined in this SOW.
[remainder of page left intentionally blank]
Addendum No. 1 to Master Services Agreement No. 43489 Page 28 of 30
ROLES & RESPONSIBILITIES
PROJECT MANAGER
Responsible for planning, organizing, managing, controlling, and facilitating communicating all phases of the project.
Will work with project resources to ensure accurate scoping and timely delivery of project.
SYSTEM ENGINEER
Responsible for integrating project technical aspects and making information relatable to non-technical personnel.
Will work through each phase of the given system and process, from plan along with expansion to validation and operation, on measurable risk assessment, regularly concentrating on performance, testing, scheduling, and budgets.
DEVELOPER
Responsible for the design, development, coding, testing, and debugging of applications. [remainder of page left intentionally blank]
Addendum No. 1 to Master Services Agreement No. 43489 Page 29 of 30
BILLING SCHEDULE
FIXED FEE BILLING SCHEDULE
MCCi will bill Client based on the schedule defined below and will bill for actual out of pocket expenses incurred on a monthly basis.
Upon Client Acceptance of the Following Deliverables
and/or Completion of the Milestone Invoice Amount
Kick Off & Achievement of Milestone 1 $1,082.76
Achievement of Milestone 2 $10,611.03
Achievement of Milestone 3 $16,891.03
Achievement of Milestone 4 $2,345.98
Achievement of Milestone 5 $2,345.98
Achievement of Milestone 6 $18,551.26
Achievement of Milestone 7 $541.38
Achievement of Milestone 8 $3,609.20
Achievement of Milestone 9 $8,662.07
Achievement of Milestone 10 $3,248.28
Project Close & Achievement of Milestones 10 & 11 - Final Acceptance $16,891.03 Total: $84,780.00
If either the Client or MCCi cancels any or all services in accordance with the Master Agreement, MCCi may invoice Client for a pro-rated share of the uncompleted work/milestone(s) for services actually performed through the effective date of such termination.
Addendum No. 1 to Master Services Agreement No. 43489 Page 30 of 30
PROCESS & ESCALATION
CHANGE ORDER PROCESS
A Change Order is defined as a modification to the original contract price to complete Deliverables outlined in the SOW or a revised SOW to describe work required to fulfil the SOW. As this project progresses, it may be necessary to amend this SOW. Client understands that any change to this initial SOW will affect the fee and may extend the project completion date. If changes are required, Client will send a written request to MCCi outlining the requested change(s).
MCCi will assess the change(s) and provide Client with a formal Change Order request. This Change Order will include the details of the scope change, as well as any additional cost that may be necessary in order to implement the same.
It may be necessary to halt work on this project while Client reviews the Change Order request. After reviewing and approving the Change Order request, Client must return a signed copy to MCCi before work may proceed on the project.
ISSUE ESCALATION
Client may use the following contact information for resolution and escalation of any unresolved issues and tasks.
MCCi will acknowledge escalations in writing and include steps toward resolution.
NAME RESPONSIBILITY/ROLE CONTACT NUMBER EMAIL
Victor D’Aurio Chief Operating Officer 850-701-0725 ext. 1604 [email protected]