HomeMy WebLinkAbout280-20 RESOLUTION,;iT
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113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 280-20
File Number: 2020-0941
MCCI, LLC:
A RESOLUTION TO ACCEPT A QUOTE FROM MCCI, LLC IN THE AMOUNT OF
$29,400.00, PURSUANT TO A NATIONAL COOPERATIVE PURCHASING ALLIANCE
CONTRACT, TO DIGITIZE CITY RECORDS AND AUTHORIZE THE PURCHASE OF
ADDITIONAL SERVICES AS NEEDED THROUGH APRIL 30, 2022, AND ANY FUTURE
RENEWAL PERIODS
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby accepts a quote from
MCCI, LLC in the amount of $29,400.00, pursuant to a National Cooperative Purchasing Alliance
contract, to digitize City records and further authorizes the purchase of additional services as needed
through April 30, 2022, and any future renewal periods.
PASSED and APPROVED on 11/5/2020
Attest:
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Kara Paxton, City Clerk Treasiser*AYE7?EVILLE;
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Page 1 Printed on 1116120
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
1 (479) 575-8323
Text File
File Number: 2020-0941
Agenda Date: 11/5/2020 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: C 7
MCCI, LLC:
A RESOLUTION TO ACCEPT A QUOTE FROM MCCI, LLC IN THE AMOUNT OF $29,400.00,
PURSUANT TO A NATIONAL COOPERATIVE PURCHASING ALLIANCE CONTRACT, TO
DIGITIZE CITY RECORDS AND AUTHORIZE THE PURCHASE OF ADDITIONAL SERVICES AS
NEEDED THROUGH APRIL 30, 2022, AND ANY FUTURE RENEWAL PERIODS
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby accepts a quote from MCCI,
LLC in the amount of $29,400.00, pursuant to a National Cooperative Purchasing Alliance contract, to digitize
City records and further authorizes the purchase of additional services as needed through April 30, 2022, and
any future renewal periods.
City of Fayetteville, Ai*ansas Page 1 Printed on 111612020
Kara Paxton
Submitted By
City of Fayetteville Staff Review Form
2020-0941
Legistar File ID
11/5/2020
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
10/26/2020 CITY CLERK (051)
Submitted Date Division / Department
Action Recommendation:
The City Clerk Treasurer's Office recommends approval of a Resolution to award a quote in the amount of $29,400
to MCCi, LLC through NCPA cooperative contract number 11-26 for phase 1 to digitize City records and award
additional phases as needed through April 30, 2022 and any additional extensions allowed and renewed by NCPA.
Budget Impact:
4270.900.9290-5309.02 Disaster & Replacement
Account Number Fund
20019.1
Project Number
Budgeted Item? No
Does item have a cost? Yes
Budget Adjustment Attached? NA
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
20019 - COVID-19 Disaster Recovery Funds
Current Budget
Funds Obligated
Current Balance
Item Cost
Budget Adjustment
Remaining Budget
Project Title
$ 2,850,000.00
$ 475,046.28
2,374,953.72
$29,400.00
$ 2,345,553.72
V20180321
Previous Ordinance or Resolution #
Approval Date:
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF NOVEMBER 5T", 2020
TO: Mayor and City Council
FROM: Kara Paxton, City Clerk Treasurer
DATE: 10/26/2020
SUBJECT: Digitize City Records
CITY COUNCIL MEMO
RECOMMENDATION:
The City Clerk Treasurer's Office recommends approval of a Resolution to award a quote in the
amount of $29,400 to MCCi, LLC through NCPA cooperative contract number 11-26 for phase 1
to digitize City records and award additional phases as needed through April 30, 2022 and any
additional extensions allowed and renewed by NCPA.
BACKGROUND:
The City Clerk Treasurer's Office has been responsible for storing and archiving records for the
City of Fayetteville. The City Clerk Treasurer's Office is a great source of information for both
the general Public and City Staff. We are often the distribution center for information pertaining
to current issues, events, and meetings. The City Clerk Treasurer's Office is the custodian of
City records and maintains the City's archives. Records in this office date back to the late
1800s.
DISCUSSION:
The City Clerk Treasurer's Office has been responsible for creating and maintaining the
Microfilm that was initially created around 1973 through 06/2004. The purpose of creating the
microfilm was to provide more space for archival of records. Up until this point the archived
documents had been kept by paper and in the 70's microfilm was viewed as a perfect solution to
create more space within the city for storage purposes by turning paper documents into
microfilm. We receive weekly requests to view these documents by Public and by City Staff.
Not only do these documents show the history of Fayetteville but they also provide a great
resource to City Staff. Due to spacing needs, social distancing needs, and the fact that City Hall
is still closed to the Public our Records Management Manager has identified 337 rolls of film as
a priority to be digitized. By digitizing these records through MCCI everyone who has access to
Laserfiche within the City of Fayetteville will be able to access this information. This will also
allow the City Clerk's Office to further expand telework for our Documents Management
Manager who must currently work on site in order to physical pull each roll and search for each
individual record that has been requested. This would create speed and efficiency in providing
the digitized records to someone in a timely manner.
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
The Purchasing Department and the City Clerk Treasurer's Office is recommending that this
project is completed by MCCI which is the City of Fayetteville's current Laserfiche Vendor.
MCCi is apart of the NCPA and can provide a substantial discount on this project than other
vendors. Due to the short time the City of Fayetteville has in order to request reimbursement
from the Cares Grant this item is being walked on. Due to additional research MCCi had to
complete they were not able to submit the final quote until 10/26/2020.
BUDGET/STAFF IMPACT:
The project will be funded from the City's Emergency Fund with the intent of requesting Cares
Grant fund reimbursement to support the City's Covid-19 social distancing requirements.
Attachments:
MCCi 4th Year Renewal Letter
MCCi Quote
Addendum No. 1 to Master Services Agreement No. 61243
Project Scope
MASTER SERVICES AGREEMENT NO 61243
This Master Services Agreement No. 61243 ("Agreement") is effective
on the date of the last signature, ("Effective Date") and is made by
and between MCCi, LLC, a Florida limited liability company, and its
Affiliates with its principal office located at 3717 Apalachee Parkway,
Suite 201, Tallahassee, FL 32311 ("MCCi") and Client (defined herein).
MCCi and Client may each be referred to individually herein as "Party"
or collectively as the "Parties".
The terms "Client' in this Agreement shall also include Client's
"Affiliates." defined as legal entity that directly or indirectly controls,
is controlled by, or is under common control with the party. It is
agreed that Client's Affiliates shall enjoy the same rights, benefits and
obligations set forth in this Agreement as are applicable to Client
The Parties hereto intending to be legally bound hereby, agree as
follows:
1. Scope of Service
MCCi and Client may develop and enter into one or more sales orders,
attached herein or incorporated by reference, incorporating a
description of the specific goods and/or services requested by Client
(each, and as modified in writing by the Parties, an "Order). MCCi will
provide to Client those goods and/or services described as its
obligation in the Order (collectively, the "Services). If applicable,
each Order will also describe items specifically required to be
delivered by MCCI to Client (the "Deliverables"), and the acceptance
criteria for each of the Deliverables. Further, each Order will set forth,
among other things, tasks to be performed by the Parties and roles
and responsibilities of each Party. Each Order shall specifically
identify this Agreement and indicate that it is subject to the terms
hereof. To the extent there are any conflicts or inconsistencies
between this Agreement and any Order or Client purchase order,
except in regard to Sections 2 or 3 herein, the provisions of this
Agreement shall govern and control. To the extent that there are any
conflicts or inconsistencies between this Agreement and any Client -
entered third party government purchasing agreement ("Purchasing
Vehicle", the provisions of the Purchasing Vehicle shall govern and
control.
No change order, notice, direction, authorization, notification or
request (collectively, "Change Order") will be binding upon Client or
MCCI, nor will such Change Order be the basis for any claim for
additional compensation by MCCi, until Client and MCCI have agreed
in writing to change the terms of an applicable Order, or to execute
a new Order, as appropriate.
2. &M
Client shall pay to MCCi the fees and other compensation set forth in
each Order. By executing the applicable Order, Client acknowledges
their pre-approvat for any Order Expenses quoted. Unless otherwise
specified, Client will also reimburse MCCi for all reasonable out-of-
pocket travel, living and other ancillary expenses paid or incurred by
MCCi in connection with the Services ("Order Expenses. If relevant,
MCCI will follow Client's expense policy, to the best of its ability. If a
dispute occurs regarding MCCi's billing of Order Expenses in
conformity with Client's expense policy and greater than five percent
(5%) of a specific bill, such dispute will be subject to investigation and
correction; otherwise Client agrees to reimburse MCCI for the full
amount of expenses billed. The Client acknowledges that it may incur
expenses due to circumstances such as non-refundable airline tickets,
training/install charges, hotel reservations, rental cars, etc., in the
event that i) Client cancels or reschedules the event, after MCCi has
made these arrangements; or ii) If Client site/team is not prepared
upon MCCi's arrival, which results in cancellation, delays, and/or the
need to reperform Deliverables.
Client acknowledges that the price of the license and/or subscription
for the use of a third -party licensed product is subject to increases
during the term of the license and/or subscription or at the time of
renewal. In the event that MCCi is reselling a license and/or
subscription to a third -party product to Client with at least 15 days
prior to written notice (an email will be sufficient) of an increase in
the price of the license and/or subscription. To the extent that Client
does not agree to pay such increase in the license and/or
subscription, Client must provide written notice to MCCi within 15
days of notice of such increase. Upon receipt of such notice, MCCi
will cancel Client's license and/or subscription to the third -party
licensed product.
3. Invoicing and Payment
Unless otherwise stated in an Order, MCCI will invoice Client for ail
fees, charges and reimbursable expenses on a monthly basis and
upon completion of each Order.
Client agrees to pay all undisputed invoices and undisputed portions
of a disputed invoice in full within thirty (30) days from the date of
each invoice. Failure to pay invoices by the due date, unless MCCi has
been informed by said due date that an invoice is being contested
and the reason therefore, may result in the imposition of interest
charges to the extent allowable by law as well as any associated legal
and collection fees incurred.
Client further agrees to pay amounts equal to any federal, state or
local sales, use, excise, privilege or other taxes or assessments,
however designated or levied, relating to any amounts payable by
Client to MCCi under this Agreement or any other Agreement
between the Parties, exclusive of taxes based on MCCPs net income
or net worth, and understands and accepts that any pricing defined
in an Order does not include such taxes.
All recurring software maintenance support, subscriptions, and/or
other service packages ("Recurring Services") will automatically
renew and be billed unless Client has terminated the Agreement per
Section 4 below or provided sixty (60) days written notice prior to the
scheduled renewal date of the Recurring Services. Once payment has
been received, no refunds for Recurring Services are available.
a, Term Termination, and Cancellation
This Agreement will commence on the Effective Date and will be
effective for a one (1) year period and will renew automatically for
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MASTER SERVICES AGREEMENT NO 61243
one (1) year periods and continue in full force and effect, unless
terminated by either Party as set forth below. Termination of this
Agreement or any Order hereunder may occur upon any of the
following:
(a) Thirty (30) days after a Party's receipt of written notice from the
other Party that this Agreement or the Services, in whole or in
part under an Order, shall be terminated; or
(b) Thirty (30) days after one Party notifies the other in writing that
they are in breach or default of this Agreement, unless the
negligent Party cures such breach or default within such thirty
(30) day period; or
(c) Fifteen (15) days after the filing of a petition in bankruptcy by
or against either Party, any insolvency of a Parry, any
appointment of a receiver for such Parry, or anyassignment for
the benefit of such Partys creditors (a "Bankruptcy Event"),
unless such Party cures such Bankruptcy Event within the
fifteen (1 S) day period.
In all events, Client shall be liable for full payment for Services and
reimbursement of MCCi's expenses incurred through the effective
date of termination. If Client cancels or puts on hold an Order
between completed milestones, MCCi will invoice Client for a pro-
rated share of the uncompleted milestone(s) for Services performed
through the date of such termination or delay.
S. Working Arrangements
All Services shall be performed remotely, unless otherwise agreed to
by the Parties. If Services are to be performed on Client's premises,
Client shall provide the following to MCCi Personnel: (i) a suitable and
adequate work environment, including space for work and
equipment for performance of the Services; (it) access to and use of
Client's facilities and relevant information, including all necessary
software, hardware and documentation; (iii) timely assistance in the
acquisition of, or correction of any hardware or software problems
that would affect the performance of Services; and (iv) any other
items set forth in each Order.
Client will ensure that all Clienrs personnel, vendors, and/or
subcontractors who may be necessary or appropriate for the
successful performance of the Services will, on reasonable notice: (i)
be available to assist MCCi Personnel by answering business,
technical and operational questions and providing requested
documents, guidelines and procedures in a timely manner; (ii)
participate in the Services as reasonably necessary for performance
under an Order; and (fii) be available to assist MCCi with any other
activities or tasks required to complete the Services in accordance
with the Order.
6. MM Personnel
Neither MCCi nor its Personnel are or shall be deemed to be
employees of Client but rather as independent contractors. MCCi
shall be responsible for the compensation of its Personnel, in
addition to any applicable employment taxes, workmen's
compensation and any other taxes, insurance or provisions
associated with the employment of such personnel.
In addition, MCCi shall be responsible for all acts or omissions of its
Personnel. MCCi will also not discriminate in the referral or hiring of
MCO Personnel on the bases of race, religion, sexual orientation,
color, sex, age, national origin, disability that does not affect the
ability for an individual to perform his or her job, or other protected
categories as required by state, federal, and local laws.
MCCi may utilize independent subcontractors in satisfying its
obligations under this Agreement (collectively with MCC employees
"Personnel"). MCCi affirms to Client that these resources will adhere
to and are subject to the same representations made by MCCi
throughout this Agreement.
Upon receipt of notice from Client that any MCCi Personnel is not
suitable, MCCi shall remove such person from the performance of
Services and will provide a qualified replacement as quickly as
possible.
Unless a particular MCC Personnel member has been identified as a
key resource to the relevant Order, MCCi at its sole discretion may
reassign, if and as necessary, other appropriately qualified MCCi
Personnel to the relevant Order as long as such assignment will not
affect MCCi's fee for the Services defined or ability to satisfy its
Deliverables.
Neither Party shall be deemed to be a legal representative of the
other nor has any authority, either express or implied, to bind or
obligate the other in any way.
7. Non -Solicitation
Each Party agrees not to directly or indirectly solicit, offer
employment to, or accept any services outside of this Agreement
from any employee or independent contractor of the other Party who
provided services for the non -soliciting Party within the previous
twelve (12) months, during the term of this Agreement, and for twelve
(12) months thereafter. Notwithstanding the foregoing, either Party
may solicit for employment, offer employment to, employ, or engage
as a consultant or advisor, any of the other Party's personnel who: (i)
had no previous direct contact with the soliciting Partys personnel in
connection with, and during the performance of, the Services
hereunder, or (ii) have responded to a general, publicly -available
advertisement for employment at such Party (including its affiliates),
or (iii) make unsolicited approaches or inquiries to such Party
(including its affiliates) regarding employment opportunities. The
current employing Party, in its sole discretion, may waive this
provision in writing for an individual. In consideration for such waiver,
other Party agrees to pay a placement fee equal to fifty percent (50%)
of such person's new total annual compensation. This placement fee
shall be due immediately upon such person's commencement of
services.
8. Confidential Information
The Parties acknowledge that in the course of MCC providing
Services for Client hereunder, each may receive Confidential
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MASTER SERVICES AGREEMENT NO.61243
Information (as defined below) of the other Party. Any and all
Confidential Information in any form or media obtained by a
Recipient shall be held in confidence and shall not be copied,
reproduced, or disclosed to third parties for any purpose whatsoever
except as necessary in connection with the Services provided under
this Agreement. The Recipient further acknowledges that it shall not
use such Confidential Information for any purposes other than in
connection with the activities contemplated by this Agreement. All
consultants assigned by MCCi to Client will sign appropriate forms of
confidentiality agreements on or prior to their start date.
"Confidential Information" means any and all confidential
information of a Party disclosed to the other Party, including, but not
limited to, research, development, proprietary software, technical
information, techniques, know-how, trade secrets, processes,
customers, employees, consultants, pricing information and financial
and business information, plans and systems. Confidential
Information shall not include information which: (I) was known to the
Party receiving the information (the "Recipient") prior to the time of
disclosure by the other Party (the "Disclosing Party'); (ii) at the time
of disclosure is generally available to the public or after disclosure
becomes generally available to the public through no breach of
agreement or other wrongful act by the Recipient; (iii) was lawfully
received by Recipient from a third party without any obligation of
confidentiality; or (iv) is required to be disclosed by law or order of a
court of competent jurisdiction or regulatory authority.
The obligations set forth in this Section shall survive termination of
this Agreement for a period of three (3) years thereafter.
9. Intellectual PropeM
Unless otherwise specified in any Order, title to all materials,
products and/or Deliverables, including, but not limited to, reports,
designs, programs, specifications, documentation, manuals, visual
aids, and any other materials developed and/or prepared for Client
by MCC! under any Order (whether or not such Order is completed)
("Works'), and all interest therein shall vest in Client and shall be
deemed to be a work made for hire and made in the course of the
Services rendered hereunder. MCCi shall retain a non-exclusive,
royalty -free, world-wide, perpetual license to use, sell, modify,
distribute and create derivative works based upon any of the
foregoing Works in its information technology professional services
business, provided that in so doing MCCi shall not use or disclose any
Client Confidential information or Deliverables unique to or owned
by Client To the extent that title to any such Works may not, by
operation of law, vest in Client or such Works may not be considered
works made for hire, all rights, title and interest therein are hereby
irrevocably assigned to Client. All such Works shall belong exclusively
to Client, except as set forth herein, with Client having the right to
obtain and to hold in its own name, copyrights, registrations or such
other protection as may be appropriate to the subject matter, and
any extensions and renewals thereof. MCCi agrees to give Client and
any person designated by Client, reasonable assistance, at Client's
expense, required to perfect the rights defined in this Section 8.
Unless otherwise requested by Client, upon the completion of the
Services to be performed under each Order or upon the earlier
termination of such Order, MCCi shall immediately turn over to Client
all Works and Deliverables developed pursuant to such Order,
including, but not limited to, working papers, narrative descriptions,
reports and data.
Notwithstanding the foregoing, the following shall not constitute the
property of Client: (i) MCO software, including but not limited to any
proprietary code (source and object), which is subject to third -party
license agreements with MCC(; (ii) those portions of the Deliverables
which include information in the public domain or which are generic
ideas, concepts, know-how and techniques within the computer
design, support and consulting business generally; and (III) those
portions of the Deliverables which contain the computer consulting
knowledge, techniques, tools, routines and sub -routines, utilities,
know-how, methodologies and information which MCCi had prior to
or acquired during the performance of its Services for Client and
which do not contain any Confidential Information (as hereinafter
defined) of Client conveyed to MCCi. To the extent that any portion
of the Deliverables includes information or material that falls within
the exceptions to property of Client described in Subsection (III)
above, MCCi shall be deemed to have granted Client a paid up, world-
wide, non-exclusive license to use any such information or material
imbedded in the Deliverables for its internal business needs and a
non-exclusive license to make copies thereof for use only in its and
its affiliates' facilities, subject to third party license agreements, if any.
Should MCCi in performing any Services hereunder, use any
computer program, code or other materials developed by it
independently of the Services provided hereunder ("Pre-existing
Work"), MCCi shall retain any and all rights in such Pre-existing Work.
MCCi hereby grants Client a paid up, world-wide, non-exclusive
license to use and reproduce the Pre-existing Work for its internal
business needs.
Client understands and agrees that MCCi may perform similar
services for third Parties using the same personnel that MCCi may
use for rendering Services for Client hereunder, subject to MCG's
obligations respecting Client's Confidential Information pursuant to
Section 8.
10. Data Privacy
In the event that MCCi, in the course of providing Services to Client,
receives, stores, maintains, processes or otherwise has access to
'Personal Information' (as defined by the State Data Protection
Laws and/or European Union Directives, and including, but not
limited to, an individuars name and social security number, driver's
license number or financial number) then MCCi shall safeguard this
information in accordance with these laws. MCCi may disclose
Personal Information for business purposes only on a need -to -know
basis and only with (I) MCCi Personnel, (ii) any third party service
providers that has agreed to safeguard Personal Data in a like
manner as MCCi safeguards such information, and (III) with other
entities authorized to have access to such information under
applicable law or regulation. MCCi may disclose Personal Data when
necessary to protect its rights and property, to enforce its terms of
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MASTER SERVICES AGREEMENT NO. 61243
use and legal agreements, as required or permitted by law, or at the
request of law enforcement authorities and the courts, and pursuant
to a subpoena. MCCi shall have no duty to notify Client of such
compliance with law. MCC takes reasonable and appropriate
measures to maintain the confidentiality and security of Personal
Data and to prevent its unauthorized use or disclosure. To the extent
that MCCi experiences a Security Breach as defined under the State
Data Protection Laws for information generated in connection with
this Agreement or any Order hereto, MCC! shall notify Client in
writing within five (5) business days of discovering such Security
Breach.
11.Warranv
(a) Services Warranty.
MCCi warrants that all Services shall be performed by personnel with
relevant skill sets and familiar with the subject matter for the Order
in a professional, competent and workman -like manner.
MCCVs delivery of a Deliverable to Client shall constitute a
representation by MCCi that it has conducted a review of the
Deliverable and believes it meets the written specifications set forth
in the corresponding Order. Client shall then have the right to
conduct any review of the Deliverable as Client shall deem necessary
or desirable. If Client, in its reasonable discretion, determines that
any submitted Deliverable does not meet the agreed upon
specifications, Client shall have five (5) business days after MCCi's
submission to give written notice to MCC! specifying the deficiencies
in reasonable detail. MCC shall use reasonable efforts to promptly
cure any such deficiencies. After completing any such cure, MCCi
shall resubmit the Deliverable for review as set forth above.
Notwithstanding the foregoing, if Client fails to reject any Deliverable
within five (5) business days, such Deliverable shall be deemed
accepted.
MCCi does not warrant that the Services or Deliverables will be
uninterrupted or error -free, provided that MCCi shall remain
obligated pursuant to this Section 11. If the Services fail to conform
to the foregoing warranty in any material respect. Clients initial
remedywill be for MCCi, at its expense, to promptly use commercially
reasonable efforts to cure or correct such failure. Upon failure of the
foregoing, Clients remedies, and MCCVs entire liability, as a result of
such failure, shall be subject to the limitations set forth in Section 12
below. The foregoing warranty is expressly conditioned upon (I)
Client providing MCCi with prompt written notice of any claim
thereunder prior to the expiration thereof, which notice must identify
with particularity the non -conformity; (ii) Clients full cooperation with
MCCi in all reasonable respects relating thereto, including, in the case
of modified software, assisting MCCi to locate and reproduce the
non -conformity; and (iii) with respect to any Deliverable, the absence
of any alteration or other modification of such Deliverable by any
person or entity other than MCCi. The Parties acknowledge and agree
that this Agreement relates solelyto the performance of services (not
the sale of goods) and, accordingly, will not be governed by the
Uniform Commercial Code of any State havingjurisdiction. MCCi also
does not warrant any third -party products procured on behalf of
Client, and if there are any product warranties provided by the
manufacturer of the product, any remedy should be requested
directly from manufacturer.
••• • • � f 1 it !•
NOT OR GIVE ANY REPRESENTATIONOR WARRANTY
In the event that Client asserts any claim for warranty services
hereunder and such claim relates to any matter that is mutually
determined by the Parties not to be MCCi's responsibility hereunder
(including any problem with Client's computer hardware or software
that was not caused by any Services performed by MCQ, Client shall
pay MCCi for all costs incurred for all evaluation, correction or other
services performed by MCCi relating to such claim on a time and
materials basis at MCCYs then standard billing rates.
(b) General Warranty.
MCCi shall perform the Services in compliance with all applicable
international, federal and state laws and regulations and industry
codes, including but not limited to (i) federal and state anti -kickback
laws and regulations and laws governing payments to and
relationships with healthcare professionals, including 42 U.S.C.
§1320a-7b(b); (ii) federal Food and Drug Administration laws,
regulations and guidance, including the federal Food, Drug and
Cosmetic Act and the Prescription Drug Marketing Act, (iii) federal and
state securities laws, meaning that MCCi agrees that Client may be a
publicly traded company and MCCi shall instruct MCCi Personnel that
federal and state securities laws prohibit the purchase, sale, or
pledge of Client stock while in possession of any material, non-public
information, (iv) the Foreign Corrupt Practices Act of 1977, and the
UK Bribery Act, the 1997 OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, and
(v) international, federal and state privacy and data protection laws,
including, but not limited to, the relevant European union directives,
Health Insurance Portability and Accountability Act of 1996 and the
Health Information Technology for Economic and Clinical Health Act,
Chapter 93H of The Massachusetts General Laws and its
implementing regulations, 201 CMR 17.00, and Cal. Civ. Code §
1798.80-.84 (collectively, "State Data Protection Laws").
12. indemnification and Limitation of Liability
(a) Mutual Indemnification.
Each Party ("Indemnifying Party") shall indemnify, defend and hold
the other harmless against any loss, damage or costs (including
reasonable attorneys' fees) in connection with third party claims,
demands, suits, or proceedings ("Claims"):
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MASTER SERVICES AGREEMENT NO 61243
• For bodily injury or personal property damage arising out of
the indemnifying Partys performance within the scope of its
responsibilities under this Agreement.
• A breach of such the Indemnifying Partes obligations with
respect to confidentiality
• A breach by the Indemnifying Party of applicable laws
• Caused by negligent acts, omissions or willful misconduct of
the Indemnifying Party.
(b) MCCi Indemnification.
MCCi shall defend. indemnify and hold Client harmless against
Claims made or brought against Client by a third party alleging that
the use of any Deliverable as provided to Client under this Agreement
or any Order hereto and used in accordance with this Agreement and
relevant documentation, infringes any third partys intellectual
property rights. Notwithstanding the foregoing, MCCi shall not be
required to indemnify Client to the extent the alleged infringement:
(x) is based on information or requirements furnished by Client, (y) is
the result of a modification made by a party other than MCCi, or Q)
arises from use of a Deliverable in combination with any other
product or service not provided by MCCi. If Client is enjoined from
using the Deliverable or MCCi reasonably believes that Client will be
enjoined. MCO shall have the right, at its sole option, to obtain for
Client the right to continue use of the Deliverable or to replace or
modify the Deliverable so that it is no longer infringing, if neither of
the foregoing options is reasonably available to MCCi, then this
Agreement may be terminated at either Parttes option and MCO's
sole liability shall be subject to the limitation of liability provided in
this Section.
(c) Client Indemnification.
If the Services require MCCi to access or use any third parry products
provided or used by Client. Client warrants that it shall have all rights
and licenses of third Parties necessary or appropriate for MCCi to
access or use such third party products and agrees to produce
evidence of such rights and licenses upon the reasonable request of
MCCi and to indemnify, hold harmless and defend MCCi from and
against any Claims to the extent arising from MCCi's access to or use
of such third party products.
(d) Indemnification Procedure.
Each indemnified Party shall give the indemnifying Party (a) prompt
written notice of the Claim; (b) sole control of the defense and
settlement of the Claim (provided that the indemnifying Party may
not settle any Claim unless it unconditionally releases the
indemnified Parry of all liability); and (c) at indemnifying Parry's cost,
all reasonable assistance.
(e) Limitation of Liability.
in no event shall either Party be liable for special, exemplary,
incidental, or consequential damages (including, without limitation,
lost revenues, profits, savings or business) or loss of records or data,
whether or not the possibility of such damages has been disclosed to
such Party in advance or could have been reasonably foreseen by
such Party, and whether in an action based on contract, warranty,
strict liability, tort (including, without limitation, negligence) or
otherwise. Except for a Partys indemnification obligations, each
Partys maximum aggregate liability for all claims. losses or other
liability arising out of, or connected with, this Agreement, the Services
contemplated hereunder or Client's use of any such Services or
Deliverables, and whether based upon contract, warranty, strict
liability, tort (including, without limitation, negligence), or otherwise,
shall in no case exceed the aggregate amounts paid to MCCi by Client
under the applicable Order, giving rise to such claim during the last
six (6) months. Each Party's entire liability and Client's remedies
under this Agreement shall be subject to the limitations contained in
this Section 12. The limitations on warranty and liability specified in
Sections 11 and 12 hereof will survive and apply even if any limited
remedy herein is found to have failed of its essential purpose.
The Parties acknowledge that the limitation of warranties and
liabilities as set out in this Agreement are an essential basis of this
Agreement and that the prices agreed to be paid by Client for
Services reflect these limitations.
13. Insurance
During the term of this Agreement, MCCi shall carry, at its sole
expense, insurance coverage to include at a minimum the following:
• Workers Compensation: State statutory limits and $1,000,000
employers' liability
• Comprehensive General Liability: $2,000,000 per occurrence
and $4,000.000 in the aggregate
• Professional Liability: $1,000,000 per occurrence and
$3,000,000 in the aggregate
• Errors and Omissions: $1,000,000 per occurrence
• Cyber and Technical Errors and Omissions: $3,000,000 in the
aggregate
14. Notices
All notices, demands and other communications required or
permitted hereunder or in connection herewith shall be in writing
and shall be deemed to have been duly given if delivered (including
by receipt verified electronic transmission) or mailed in the
Continental United States by first class mail, postage prepaid, to a
Party at the following address, or to such other address as such Parry
may hereafter specify by notice:
If to MCCi If to ClienC
MCCi, LLC Fayetteville, AR
3717 Apalachee Parkway, Suite 201 113 West Mountain Street
Tallahassee, FL 32311 Fayetteville, AR 72701
Attn: Legal Department Attn: Kara Paxton
Email: legakaamccirrovations.cnm
is. Miscellaneous
(a) 3rd Party EULA Provisions.
Client acknowledges that they are responsible for adhering to any 3"
party End User License Agreements ("EULA" ), whether supplied by
MCCi as a convenience or not, for any products procured on behalf
of Client by MCCi.
Last updated: June 25, 2020 Page S of 8
MASTER SERVICES AGREEMENT NO.61243
(b) Use of Open Source Code.
Except as disclosed in the Order. MCCi does not distribute nor
otherwise use any open source or similar software in a manner that
would obligate MCCi to disclose, license, make available or distribute
any of its material proprietary source code as a condition of such
use. For purposes of this Agreement, "Open Source" shall mean any
software or other Intellectual Property that is distributed or made
available as "open source software" or "free software" or is otherwise
publicly distributed or made generally available in source code or
equivalent form under terms that permit modification and
redistribution of such software or Intellectual Property. Open Source
Materials includes software that is licensed under the GNU General
Public License, GNU Lesser General Public License, Mozilla License,
Common Public License, Apache License or BSD License, as well as all
other similar "public" licenses.
(c) Client Software Customizations.
Client may choose to customize their software internally without
MCCi's help. MCCi is not responsible for any damages caused by
Client's customization of the software. MCCi will not be held
responsible for correcting any problems that may occur from these
customizations.
(d) MCCi Software Configuration Services.
Client may elect to contract with MCCi to configure Client's
software. In these situations, Client acknowledges they are
responsible for testing all software configurations and as such,
waives any and all liability to MCCi for any damages that could be
related to these software configurations.
(e) Force Majeure.
If either of the Parties hereto are delayed or prevented from fulfilling
any of its obligations under this Agreement by force majeure, said
Parties shall not be liable under this Agreement for said delay or
failure. "Force Majeure" means any cause beyond the reasonable
control of a Party including, but not limited to, an act of God, an act
or omission of civil or military authorities of a state or nation,
epidemic, pandemic, fire, strike, flood, riot, war, delay of
transportation, or inability due to the aforementioned causes to
obtain necessary labor, materials or facilities.
(f) Audit Rights.
With reasonable notice and at a convenient location, Client will have
the right to audit MCCPs records to verify MCO's records to confirm
MCCi's billing to Client is correct.
In addition, should any of Client's regulators legally require access to
audit the Services, MCCi will, to the extent legally required by such
regulators, provide access for the same. All results of such audits
shall be MCCi Confidential Information.
Client shall bear all costs associated with audits.
(g) Assignment.
Neither Party may assign or otherwise transfer any of its rights,
duties or obligations under this Agreement without the prior written
consent of the other Party. Either Party, however, without any
requirement for prior consent by the other, may assign this
Agreement and its rights hereunder to any Party or entity who
succeeds (by purchase, merger, operation of law or otherwise) to all
or substantially all of the capital stock assets or business of such
Party, if the succeeding party or entity agrees in writing to assume
and be bound by all of the obligations of such Party under this
Agreement. This Agreement shall be binding upon and accrue to the
benefit of the Parties hereto and their respective successors and
permitted assignees.
(h) Modification.
This Agreement may be modified only by a written amendment
executed by duly authorized officers or representatives of both
Parties.
(i) Provisions Severable.
if any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, then such provision
shall be severed from this Agreement and the remaining provisions
will continue in full force.
0) Dispute Resolution.
Should a dispute arise between MCCi and Client involving their
respective responsibilities, limitations or the working relations
between the Parties under this Agreement or any Order, then the
Parties will make every effort to amicably resolve the dispute. Prior
to entering arbitration as set forth below, the Parties agree that any
dispute will initially be referred to their senior management for
resolution within ten (10) business days of receipt of notice specifying
and asking for the intervention of the Parties' superiors. If the dispute
Is still unresolved after such ten (10) business day period, the Parties
agree, at the written request of either Party, to submit the dispute to
a single arbitrator for resolution by binding arbitration under the
rules of the American Arbitration Association, and that any award of
the arbitrator shall be enforceable under any court having
jurisdiction thereof. In any such action, the Parties will bear their own
costs and will share equally in the costs and fees assessed by the
American Arbitration Association for its services.
(k) Interpretation.
The descriptive headings of this Agreement and of any Order under
this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement. As used herein,
'include" and its derivatives (including, "e.g.") shall be deemed to
mean "including but not limited to" Each Parry acknowledges that
this Agreement has been the subject of active and complete
negotiations, and that this Agreement should not be construed in
favor of or against any Party by reason of the extent to which any
Party or its professional advisers participated in the preparation of
this Agreement.
(1) Publicity.
MCCi may use the name of Client, the existence of this Agreement
and the nature of the associated services provided herein for
Last updated: June 25. 2020 Page 6 of 8
MASTER SERVICES AGREEMENT N0.61243
marketing purposes, except that such use shall not include any Client
Confidential Information as defined in Section 7 of this Agreement.
(m) Entire Agreement.
This Agreement and all Order(s) attached hereto constitute the
complete and exclusive statement of the agreement between the
Parties and supersedes all proposals, oral or written, and all other
prior or contemporaneous communications between the Parties
relating to the subject matter herein.
(n) Counterparts.
This Agreement may be executed in several counterparts, each of
which will be deemed an original, and all of which taken together will
constitute one single agreement between the Parties with the same
effect as if all the signatures were upon the same instrument.
(Remainder of Page Intentionally Left Blank, Signature Page Follows)
Last updated: June 25. 2020 Page 7 of 8
MASTER SERVICES AGREEMENT NO.61243
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the
Effective Date.
MCCi, LLC
Signed: _
Name:
Title:
Date:
FAYETTEVILLE. A
Name:v
Title: Ur
Date: • "'
99
113 WEST MOUNTAIN STREET
FAYETTEVILLE, AR 72701
Last updated: June 25. 2020 Page 9 of 8
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 61243
SCANNING ORDER
Pursuant to Master Services Agreement No. 61243 ("Agreement"):
This Scanning Order, designated as Addendum No. 1 is entered into as of 2020 ('Addendum Effective Date') , by and between
MCCi and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the
Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement. This Order supersedes any previous quote or proposals received.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum No. 1 to be executed by their respective duly authorized representatives as
of the Addendum Effective Date.
MCCi, LLC
Signed:
Name: _
Title:
Date:
FAYETTEVILLE (" ient")
Signe �/���
Name: Gf U jvd„'"
Title: U
Date:
Addendum No. 1 to Master Services Agreement No. 61243 Page 1 of 6
PRICING
Project I — Conversion of Documents estimated cost $49,495.19
Excess images n $0.02
NCPA 11-26 Discount
($2,605.01)
End of Year Volume Microfiche Discount
($17,490.18)
TOTAL ESTIMATED PROIECT COST
529,400.00
ALL QUOTES EXPIRE IN 30 DAYS
NCPA Pricing: The pricing and terms in this contract are derivative of the "Not -To -Exceed" digitization rates that were
competitively sourced through the National Cooperative Purchasing Alliance (NCPA). The rates and terms listed are
based upon the complexity and volume of the project(s) outlined in this contract. The rates listed may be applied to
additional projects that haven't been specifically outlined in this contract, but MCO reserves the right to verify the
complexity of those projects and if needed modify the rates accordingly.
PAYMENT & BILLING TERMS
MCCi will invoice project on a monthly schedule, based on deliverables (via Electronic media or the internet). Payment is
due upon receipt of an invoice.
Addendum No. 1 to Master Services Agreement No. 61243 Page 2 of 6
i PROJECT
Client will furnish MCCi with all hardcopy/electronic documents for its use in preparing the document imaging project and
that need to be converted.
GENERAL DESCRIPTION - 215' ROLLS
16MM Film
Various Departments
Minutes, Permits, Contracts, HR Files, Etc.
337
2,022,000
6,000
DOCUMENT PREPARATION
Boxes, Offsite Warehouse
Good
IMAGE PROCESSING & INDEXING
IMAGE OUTPUT
MATERIAL HANDLING
300 DPI, Black & White
Up to 250 Indexes per Roll
File Name
Depends on the type of file.
Optional Item Quoted Below
Secure FTP Transfer
Laserfiche Briefcase
MCCi Pickup
Up to 1 shipment (if job is broken up, volume pricing must be also)
SPECIAL NOTES
Any corrections such as rescans or indexing changes must be brought to MCCi's attention within 90 days of the date that
MCCi delivers the data to the Client. Corrections will not be made after 90 days.
Addendum No. 1 to Master Services Agreement No. 61243 Page 3 of 6
I SCANNING ASSUMPTIONS
ERROR RATE
VCC,'s ac�-eotable error rate will be less than 0.5% for the overall project, unless otherwise stated in writing. MCCi
cannot be accountable for records not reflected in original inventory report provided by Client. MCCi will correct only
those valid discrepancies above the acceptable error rate reported within 90 days after delivery of electronic data to
Client.
DOCUMENT STORAGE
MCCi's facilities contain secure rooms for hardcopy "work in progress" document storage. MCCi will arrange for the
return of hardcopy documents to Client after completion of scanning. If documents reside at MCCi facilities for a
period longer than 90 days after converted electronic data is delivered to Client, storage charges of $2.50 per cubic
foot per month will apply.
DATASTORAGE
MCCi is not responsible for maintaining a copy of Client data, with the exception of Clients who contractually and on
a recurring basis, utilize MCCi's Online Document Hosting Services. MCCi periodically reviews and deletes Client data
from previous projects. The timing of the periodic review and deletion of data is at MCCi's discretion. MCCi recognizes
that for records retention and security compliance, Client may require MCCi to delete copies of its data prior to MCCi's
process of deleting data; if so, Client is responsible for making the request in writing and for obtaining confirmation
of data deletion.
ENTERPRISE WIDE SCANNING SERVICES
MCCi can provide any department in the organization with scanning services for documents other than those
described in this pricing proposal. All costs are volume based and can be provided upon request. MCCi will consult
with each department interested in beginning their own project to determine individual scanning and indexing needs.
MICROFILM & FICHE CONVERSION SERVICES.
MCC, offers electronic conversion services for microfilm, microfiche, and aperture cards. Client will provide MCCi with
data to be converted to electronic format. MCCi will extract the images contained on the film/fiche and migrate them
to Laserfiche or to another industry standard format as requested by Client. The images will be captured based upon
the reduction ratio and threshold between the beginning and ending of new images on the original film. MCCi is not
responsible for the accuracy of existing image quality, such as black borders, skewed images, blurry images, non -
legible images, or other errors that are not controllable by MCCi. Unless otherwise specified in the project scope,
MCCi will index by the roll/card number or unique identifier.
LASERFICHE SEARCH ENGINE MEDIA
If included in the Scope of Services, MCCi will integrate the documents with the Laserfiche Software to provide Client
with the most powerful index retrieval search engine available with the following features: intuitive browse window,
index cards, and full text word search. MCCi will provide Client with the appropriate media containing all documents
scanned and integrated with Laserfiche.
ONLINE DOCUMENT HOSTING
MCCi will post the documents to the web for a minimal annual fee. MCCi provides Client with a direct link which can
then be linked to Client's website for public access if desired. Document storage cost is determined upon actual image
count. All documents on the site are integrated with a search engine, and updates are incorporated as the database
is amended. This recurring web posting service will automatically renew and be billed unless Client has terminated
the Agreement or provided sixty (60) days written notice prior to the scheduled renewal date of the recurring Services.
No refunds are available in the event of cancelling prior to the expiration of a renewal term.
Addendum No. 1 to Master Services Agreement No. 61243 Page 4 of 6
PROjECTTIMELINE
MCCi will complete and deliver the project within the predetermined project timeline as agreed upon with Client.
Should MCCi require additional time, Client will be notified immediately.
DOCUMENT TRANSPORTATION
Client is required to package all materials per MCC!'s instruction prior to delivery of materials to MCCi facilities. If
Client chooses to utilize MCCi's pickup and delivery service (offered in select states), pricing is based on picking up the
entire project described in the scope of services in one shipment. At the time of updating or if additional trips are
required due to Client not having all the documents ready for pick up, additional charges will be applied. If Client
chooses to ship via a certified carrier, Client incurs all shipping costs.
PRICING
Charges apply on a per project basis and are dependent upon size and volume of documents. MCCi requires having
the entire project in bulk, rather than in small quantities. Breaking the project into smaller quantities will affect the
volume pricing, and additional charges per image may apply. A sample may be required prior to confirming large
volume job pricing.
UNANTICIPATED DOCUMENT TYPES & SIZES
The prices quoted are made with the expectation that Clientwill properly prepare and annotate materials for scanning
bureau use and that documents are consistent with the description provided in the scope of services. If documents
are not as initially represented, additional charges will apply. MCC! will call for authorization to proceed with the
project.
LASERFICHE SYSTEM CLIENTS
Due to requirements by Laserfiche systems regarding the importing of images and indexing information, it is highly
recommended that Clients who already have a Laserfiche system have their documents scanned using only Laserfiche
software. This will ensure that all associated indexing information will be properly retained after the importing of
images into the Laserfiche system. MCCi has knowledge of the software versions, indexing requirements, and
compatibility issues for each of our Laserfiche system Clients. For these reasons, MW should be considered as a
Preferred/Best Value provider for scanning services. Additionally, Laserfiche System Clients are required to supply
MCC! with a Laserfiche Briefcase of their current folder/template structure, prior to each scanning project / updates
to existing projects.
MCCi CERTIFIED PARTNERS
MCCi maintains partnerships for the purpose of additional capacity and flexibility in meeting Client expectations. In
the event partners are used for a project, the management and support of the project is handled directly by MCCL .
Physical documents will never leave the United States, but our partners may utilize offshore resources to handle
document indexing, quality control, and other processes.
SERVICES PROVIDED
The services provided in this order will be in full force and effect for a period of 90 days from the date of shipment of
the completed product to the organization.
INDEMNIFICATION AND LIMITATION OF LIABILITY
(a) Mutual Indemnification.
Each Party shall indemnify, defend and hold the other harmless against any loss, damage or costs (including
reasonable attorneys' fees) in connection with third Party claims, demands, suits, or proceedings ("Claims"):
■ For bodily injury or personal property damage arising out of the indemnifying Party's performance within the
scope of its responsibilities under this Agreement.
• A breach of such Party's obligations with respect to confidentiality
• A breach by such Party of laws.
• Caused by negligent acts, omissions or willful misconduct
Addendum No. 1 to Master Services Agreement No. 61243 Page 5 of 6
(b) MCCi Indemnification.
MCCi shall defend, indemnify and hold Client harmless against Claims made or brought against Client by a third Party
alleging that the use of any Deliverable as provided to Client under this Agreement or any Order hereto and used in
accordance with this Agreement and relevant documentation, infringes any third Party's intellectual property rights.
Notwithstanding the foregoing, MCCi shall not be required to indemnify Client to the extent the alleged infringement:
(x) is based on information or requirements furnished by Client, (y) is the result of a modification made by a Party
other than MCG, or (z) arises from use of a Deliverable in combination with any other product or service not provided
by MCCi. if Client is enjoined from using the Deliverable or MCCi reasonably believes it will be enjoined, MCCi shall
have the right, at its sole option, to obtain for Client the right to continue use of the Deliverable or to replace or modify
the Deliverable so that it is no longer infringing. If neither of the foregoing options is reasonably available to MCCi,
then this Agreement may be terminated at either Party's option and MC6's sole liability shall subject to the limitation
of liability provided in this Section.
(c) Client Indemnification.
If the Services require MCG to access or use any third Party products provided or used by Client, Client warrants that
it shall have all rights and licenses of third Parties necessary or appropriate for MCCi to access or use such third Party
products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to
indemnify, hold harmless and defend MW from and against any claims, actions, demands, lawsuits, damages,
liabilities, settlements, penalties, fines, costs and expenses (including reasonable attomeys' fees) to the extent arising
from MCCi's access to or use of such third Party products.
(d) Indemnification Procedure.
Each indemnified Party shall give the indemnifying Party (a) prompt written notice of the Claim; (b) sole control of the
defense and settlement of the Claim (provided that the indemnifying Party may not settle any Claim unless it
unconditionally releases the indemnified Party of all liability); and (c) at indemnifying Party's cost, all reasonable
assistance.
(e) Limitation of Liability.
In no event shall either Party be liable for special, exemplary, incidental, or consequential damages (including, without
limitation, lost revenues, profits, savings or business) or loss of records or data, whether or not the possibility of such
damages has been disclosed to such Party in advance or could have been reasonably foreseen by such Party, and
whether in an action based on contract, warranty, strict liability, tort (including, without limitation, negligence) or
otherwise. Except for a Party's indemnification obligations, each Party's maximum aggregate liability for all claims,
losses or other liability arising out of, or connected with, this Agreement, the Services contemplated hereunder or
Client's use of any such Services or Deliverables, and whether based upon contract, warranty, strict liability, tort
(including, without limitation, negligence), or otherwise, shall in no case exceed the aggregate amounts paid to MCCi
by Client under the applicable Order, giving rise to such claim during the last six (6) months. Each Party's entire liability
and Client's remedies under this Agreement shall be subject to the limitations contained in this Section 11. The
limitations on warranty and liability specified in Sections 10 and 11 hereof will survive and apply even if any limited
remedy herein is found to have failed of its essential purpose.
The Parties acknowledge that the limitation of warranties and liabilities as set out in this Agreement are an essential
basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations.
USE OF BASECAMP
Through the course of this project, MCCi may choose to utilize the third -party service Basecamp
(http://www.basecamp.com) for project management and team collaboration. Documentation and correspondence
exchanged between MCCi and Client may be stored in Basecamp.
Addendum No. 1 to Master Services Agreement No. 61243 Page 6 of 6
MASTER SERVICES AGREEMENT NO 61213
This Master Services Agreement No. 61243 ("Agreement') is effective
on the date of the last signature, ("Effective Date") and is made by
and between MCCi, LLC, a Florida limited liability company, and its
Affiliates with its principal office located at 3717 Apalachee Parkway,
Suite 201, Tallahassee, FL 32311 (`MCCi') and Client (defined herein).
MCC and Client may each be referred to individually herein as "Party"
or collectively as the "Parties" -
The terms "Client" in this Agreement shall also include Client's
'Affiliates," defined as a legal entity that directly or indirectly controls,
is controlled by, or Is under common control with the party. it is
agreed that Client's AffiNates shall enjoy the same rights, benefits and
obligations set forth in this Agreement as are applicable to Client
The Parties hereto intending to be legally bound hereby, agree as
follows:
1. Scope of Service
MW and Client may develop and enter into one or more sales orders,
attached herein or incorporated by reference, incorporating a
description of the specific goods and/or services requested by Client
(each, and as modified in writing by the Parties, an 'Order"). MCCi will
provide to Client those goods and/or services described as its
obligation in the Order (collectively, the "Services). If applicable,
each Order will also describe Items specifically required to be
delivered by MCC to Client (the "Delhrerables"), and the acceptance
criteria for each of the Deliverables. Further, each Order will set forth,
among other things. tasks to be performed by the Parties and roles
and responsibilities of each Parry. Each Order shall specifically
identify this Agreement and indicate that it is subject to the terms
hereof. To the extent there are any conflicts or inconsistencies
between this Agreement and arty Order or Client purchase order,
except in regard to Sections 2 or 3 herein, the provisions of this
Agreement shall govern and control. To the extent that there are any
conflicts or inconsistencies between this Agreement and any Client -
entered third party government purchasing agreement ('Purchasing
Vehicle", the provisions of the Purchasing Vehicie shall govern and
control.
No change order, notice, direction, authorization, notification or
request (collectively, "Change Order) will be binding upon Client or
MCC(, nor will such Change Order be the basis for any claim for
additional compensation by MCC4 until Client and MCCi have agreed
in writing to change the terms of an applicable Order, or to execute
a new Order, as appropriate.
2. Fees
Client shall pay to MCCi the fees and other compensation set forth in
each Order. By executing the applicable Order, Client acknowledges
their pre -approval for any Order Expenses quoted. Unless otherwise
specified, Client will also reimburse MCCi for all reasonable out-of-
pocket travel, living and other ancillary expenses paid or incurred by
MCCi in connection with the Services ('Order Expenses'). If relevant,
MCC will follow Gents expense polity, to the best of its ability. If a
dispute occurs regarding MCCrs billing of Order Expenses in
conformity with Client's expense policy and greater than five percent
(5%) of a specific bill, such dispute will be subject to investigation and
correction; otherwise Client agrees to reimburse MCCi for the full
amount of expenses billed. The Client acknowledges that it may incur
expenses due to circumstances such as non-refundable airline tickets,
trainirVnsta/ charges, hotel reservations, rental cars, etc., in the
event that i) Client cancels or reschedules the event, after MCCi has
made these arrangements, or 41 If Client siteiteam is not prepared
upon MCCrs arrival, which results in cancellation, delays, and/or the
need to reperform Deliverables.
Client acknowledges that the price of the license and/or subscription
for the use of a third -parry licensed product is subject to increases
during the term of the license and/or subscription or at the time of
renewal. In the event that MCG Is reselling a license and/or
subscription to a third -party product to Client with at least 15 days
prior to written notice (an email will be sufficient) of an increase In
the price of the license and/or subscription. To the extent that Client
does not agree to pay such increase in the license and/or
subscription, Client must provide written notice to MW within 15
days of notke of such increase. Upon receipt of such notice. MCCi
will cancel Client's license and/or subscription to the third -party
licensed product.
3. Invaidne andPPavment
Unless otherwise stated in an Order, MCG will Invoice Client for all
fees, charges and reimbursable expenses on a monthly basis and
upon completion of each Order.
Client agrees to pay all undisputed invoices and undisputed portions
of a disputed invoice in full within thirty (30) days from the date of
each invoice. Failure to pay Invoices by the due date, unless MCCI has
been informed by said due date that an invoice is being contested
and the reason therefore, may result in the Imposition of interest
charges to the extent allowable by law as well as any associated legal
and collection fees incurred.
Client further agrees to pay amounts equal to any federal state or
local sales, use, excise, privilege or other taxes or assessments,
however designated or levied, relating to any amounts payable by
Client to MCG under this Agreement or any other Agreement
between the Parties, exclusive of taxes based on MCCrs net income
or net worth, and understands and accepts that any pricing defined
in an Order does not include such taxes.
Ali recurring software maintenance support, subscriptions, and/or
other service packages (`Recurring Services') will automatically
renew and be billed unless Client has terminated the Agreement per
Section 4 below or provided sixty (60) days written notice prior to the
scheduled renewal date of the Recurring Services. Once payment has
been received, no refunds for Recurrfng Services are available.
4. Term Termination- and Cancellation
This Agreement will commence on the Effective Date and will be
effective for a one (1) year period and will renew automatically for
Last updated: )une 25, 2020 Page 1 of 8
MASTER SERVICES AGREEMENT NO.6243
one (1) year periods and continue in full force and effect. unless
terminated by either Party as set forth below. Termination of this
Agreement or any Order hereunder may occur upon any of the
following.
(a) Thirty (30) days after a Partys receipt of written notice from the
other Party that this Agreement or the Services, in whole or in
part under an Order, shall be terminated: or
(b) Thirty (30) days after one Party notifies the other in writing that
they are in breach or default of this Agreement, unless the
negligent Party cures such breach or default within such thirty
(30) day period; or
(c) Fifteen (t 5) days after the filing of a petition in bankruptcy by
or against either Party, any insolvency of a Parry, any
appointment of a receiver for such Party, or anyassignment for
the benefit of such Partys creditors (a 'Bankruptcy Event"),
unless such Parry cures such Bankruptcy Event within the
fifteen (15) day period.
In all events, Client shall be liable for full payment for Services and
reimbursement of MCCi's expenses incurred through the effective
date of termination. If Client cancels or puts on hold an Order
between completed milestones, MCCI will invoice Client for a pro-
rated share of the uncompleted milestone(s) for Services performed
through the date of such termination or delay.
S. Working Arrangements
All Services shall be performed remotely, unless otherwise agreed to
by the Parties. If Services are to be performed on Client's premises,
Client shall provide the following to MCCI Personnel: (1) a suitable and
adequate work environment, including space for work and
equipment for performance of the Services; (io access to and use of
Client's facilities and relevant information, including all necessary
software, hardware and documentation; (iii) timely assistance in the
acquisition of, or correction of any hardware or software problems
that would affect the performance of Services; and (iv) any other
Items set forth in each Order.
Client will ensure that all Clients personnel, vendors, and/or
subcontractors who may be necessary or appropriate for the
successful performance of the Services will, on reasonable notice: (i)
be available to assist MCCI Personnel by answering business,
technical and operational questions and providing requested
documents, guidelines and procedures in a timely manner; (iij
participate in the Services as reasonably necessary for performance
under an Order: and (iii) be available to assist MCCI with any other
activities or tasks required to complete the Services in accordance
with the Order.
6. MCC/ Personnel
Neither MCCI nor its Personnel are or shall be deemed to be
employees of Client but rather as independent contractors. MCCI
shall be responsible for the compensation of its Personnel, in
addition to any applicable employment taxes, workmen's
compensation and any other taxes, insurance or provisions
associated with the employment of such personnel.
In addition, MCCI shall be responsible for all acts or omissions of its
Personnel. MCCI will also not discriminate in the referral or hiring of
MCCI Personnel on the bases of race, religion, sexual orientation,
color, sex, age, national origin, disability that does not affect the
ability for an individual to perform his or her job, or other protected
categories as required by state, federal, and local laws.
MCCI may utilize independent subcontractors in satisfying its
obligations under this Agreement (collectively with MCCI employees
'Personnel"). MCCI affirms to Client that these resources will adhere
to and are subject to the same representations made by MCCI
throughout this Agreement.
Upon receipt of notice from Client that any MCCI Personnel is not
suitable, MCCi shall remove such person from the performance of
Services and will provide a qualified replacement as quickly as
possible.
Unless a particular MCCI Personnel member has been identified as a
key resource to the relevant Order, MCCI at its sole discretion may
reassign, if and as necessary, other appropriately qualified MCCI
Personnel to the relevant Order as long as such assignment will not
affect MCCi's fee for the Services defined or ability to satisfy its
Deliverables.
Neither Party shall be deemed to be a legal representative of the
other nor has any authority, either express or implied, to bind or
obligate the other in any way.
7. Non-Sollcltatlon
Each Party agrees not to directly or indirectly solicit, offer
employment to, or accept any services outside of this Agreement
from any employee or independent contractor of the other Partywho
provided services for the non -soliciting Parry within the previous
twelve (12) months, during the term of this Agreement, and for twelve
(12) months thereafter. Notwithstanding the foregoing, either Party
may solicit for employment, offer employment to, employ, or engage
as a consultant or advisor, any of the other Party's personnel who: (I)
had no previous direct contact with the soliciting Partys personnel in
connection with, and during the performance of, the Services
hereunder, or 00 have responded to a general, publlcly-available
advertisement for employment at such Party (including its affiliates),
or (Ili) make unsolicited approaches or inquiries to such Party
(including its affiliates) regarding employment opportunities. The
current employing Party, in Its sole discretion, may waive this
provision in writing for an individual. In consideration for such waiver,
other Party agrees to pay a placement fee equal to fifty, percent (50%)
of such person's new total annual compensation. This placement fee
shall be due immediately upon such person's commencement of
services.
B. Confld ntlal Information
The Parties acknowledge that in the course of MCCI providing
Services for Client hereunder, each may receive Confidential
Last updated: June 25, 2020 Page 2 of 9
MASTER SERVICES AGREEMENT NO, 61243
Information (as defined below) of the other Party. Any and all
Confidential Information in any form or media obtained by a
Recipient shall be held in confidence and shall not be copied,
reproduced, or disclosed to third parties for any purpose whatsoever
except as necessary in connection with the Services provided under
this Agreement. The Recipient further acknowledges that it shall not
use such Confidential Information for any purposes other than in
connection with the activities contemplated by this Agreement. All
consultants assigned by MCCI to Client will sign appropriate forms of
confidentiality agreements on or prior to their start date.
"Confidential Information' means any and all confidential
information of a Party disclosed to the other Party, including but not
limited to, research, development, proprietary software, technical
information, techniques, know-how, trade secrets, processes,
customers, employees, consultants, pricing information and financial
and business information, plans and systems. Confidential
information shall not include information which: (i) was known to the
Parry receiving the Information (the'Redplentl prior to the time of
disclosure by the other Parry (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
agreement or other wrongful act by the Recipient; (01) was lawfully
received by Recipient from a third parry 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 termination of
this Agreement for a period of three (3) years thereafter.
9. intellectual PropeM
Unless otherwise specified in any Order, title to all materials,
products and/or Deliverables, including but not limited to, reports,
designs, programs, specifications, documentation, manuals, visual
aids, and arty other materials developed and/or prepared for client
by MCG under any Order (whether or not such Order is completed)
("Works'), and all interest therein shall vest in Client and shall be
deemed to be a work made for hire and made In the course of the
Services rendered hereunder. MCG shall retain a non-exclusive,
royalty -free, world-wide, perpetual license to use, sell, modify,
distribute and create derivative works based upon any of the
foregoing Works in its information technology professional services
business, provided that In so doing MCCI shall not use or disclose any
Client Confidential information or Deliverables unique to or owned
by Client. To the extent that title to any such Works may not, by
operation of law, vest in Client or such Works may not be considered
works made for hire, all rights, title and Interest therein are hereby
irrevocably assigned to Client. All such Works shall belong exclusively
to Client, except as set forth herein, with Client having the right to
obtain and to hold in as own name, copyrights, registrations or such
other protection as may be appropriate to the subject matter, and
any extensions and renewals thereof. MCCi agrees to give Client and
any person designated by CMenL reasonable assistance, at Client's
expense, required to perfect the rights defined in this Section 8.
Unless otherwise requested by Client, upon the completion of the
Services to be performed under each Order or upon the earlier
termination of such Order, MCG shall immediately turn over to Client
all Works and Deliverables developed pursuant to such Order,
including, but not limited to, working papers, narrative descriptions,
reports and data.
Notwithstanding the foregoing the following shall not constitute the
property of Client: (i) MCG software, including but not limited to arty
proprietary code (source and object), which Is subject to third -parry
license agreements with MCCl; (5) those portions of the Deliverables
which include information in the public domain or which are generic
ideas, concepts, know-how and techniques within the computer
design, support and consulting business generally, and (HO those
portions of the Deliverables which contain the computer consulting
knowledge, techniques, tools, routines and sub -routines, utilities,
know-how, methodologies and information which MCCi had prior to
or acquired during the performance of its Services for Client and
which do not contain any Confidential Information (as hereinafter
defined) of Client conveyed to MCG. To the extent that any portion
of the Deliverables includes information or material that falls within
the exceptions to property of Gent described in Subsection (III)
above, MCCI shad be deemed to have granted Client a paid up, world-
wide, non-exclusive license to use any such Information or material
imbedded in the Deliverables for its internal business needs and a
non-exclusive license to make copies thereof for use only in its and
its affiliates' facilities, subject to third party license agreements, If any.
Should MCCI, in performing any Services hereunder, use arty
computer program, code or other materials developed by it
independently of the Services provided hereunder ('Pre-existing
Wort''), MCCI shall retain any and all rights in such Pre-existing Work.
MCCi hereby grants Client a paid up, world-wide, non-exclusive
license to use and reproduce the Pre-existing Work (or its internal
business needs.
Client understands and agrees that MCCI may perform similar
services for third Parties using the same personnel that MCCI may
use for rendering Services for Client hereunder, subject to MCCi's
obligations respecting Client's Confidential Information pursuant to
Section 8.
10. Data Privacy
In the event that MCG, in the course of providing Services to Client
receives, stores, maintains, processes or otherwise has access to
'Personal Information' (as defined by the State Data Protection
Laws and/or European Union Directives, and including but not
limited to, an individuars name and social security number, drivers
license number or financial number) then MCG shall safeguard this
information In accordance with these Laws. MCCI may disclose
Personal Information for business purposes only on a need -to -know
basis and only with (0 MCG Personnel, (6) any third party service
providers that has agreed to safeguard Personal Data in a like
manner as MCG safeguards such information, and (I i) with other
entities authorized to have access to such information under
applicable law or regulation. MCCI may disclose Personal Data when
necessary to protect its rights and property, to enforce its terms of
Last updated: June 25, 2020 Page 3 of 8
MASTER SERVICES AGREEMENT NO, 6120
use and legal agreements, as required or permitted by law, or at the
request of law enforcement authorities and the courts, and pursuant
to a subpoena. MCG shall have no duty to notify Client of such
compliance with law. MCG takes reasonable and appropriate
measures to maintain the confidentiality and security of Personal
Data and to prevent its unauthorized use or disclosure. To the extent
that MCCI experiences a Security Breach as defined under the State
Data Protection Laws for information generated in connection with
this Agreement or any Order hereto, MCCI shall notify Client in
writing within five (5) business days of discovering such Security
Breach.
l U •1s
(a) Services warranty.
MCG warrants that all Services shall be performed by personnel with
relevant skill sets and familiar with the subject matter for the Order
in a professional, competent and workman -like manner.
MCO's delivery of a Deliverable to Client shall constitute a
representation by MCCI that it has conducted a review of the
Deliverable and believes it meets the written specifications set forth
in the corresponding Order. Client shall then have the right to
conduct arty review of the Deliverable as Client shall deem necessary
or desirable. If Client. in its reasonable discretion, determines that
any submitted Deliverable does not meet the agreed upon
specifications, Client shall have five (5) business days after MCCes
submission to give written notice to MCCI specifying the deficiencies
in reasonable detail. MCG shall use reasonable efforts to promptly
cure any such deficiencies. After completing any such are, MCG
shall resubmit the Deliverable for review as set forth above.
Notwithstanding the foregoing, If Client fails to reject any Deliverable
within five (5) business days, such Deliverable shall be deemed
accepted.
MCCI does not warrant that the Services or Deliverables will be
uninterrupted or error -free, provided that MCCI shall remain
obligated pursuant to this Section 11. If the Services fail to conform
to the foregoing warranty in any material respect. CYenrs initial
remedy will be for MCCI, at its expense, to promptly use commercially
reasonable efforts to cure or correct such failure. Upon failure of the
foregoing, Client's remedies, and MCCrs entire liability, as a result of
such failure, shall be subject to the limitations set forth in Section 12
below. The foregoing warranty is expressly conditioned upon (i)
Client providing MCCI with prompt written notice of any claim
thereunder prior to the expiration thereof, which notice must identify
with particularity the non -conformity; (ii) Client's full cooperation with
MCCI in all reasonable respects relating thereto, including, in the case
of modified software, assisting MCCI to locate and reproduce the
non -conformity; and (iii) with respect to any Deliverable, the absence
of any alteration or other modification of such Deliverable by any
person or entity other than MCCI. The Parties acknowledge and agree
that this Agreement relates solely to the performance of services (not
the sale of goods) and, accordingly, will not be governed by the
Uniform Commercial Code of any State having jurisdiction. MCCI also
does not warrant any third -party products procured on behalf of
Client, and if there are any product warranties provided by the
manufacturer of the product. any remedy should be requested
directly From manufacturer.
NOT
MAKE OR GIVE
ANY
REPRESENTATION
OR
WARRANTY.
to the event that Client asserts any claim for warranty services
hereunder and such claim relates to arty matter that is mutually
determined by the Parties not to be li responsibility hereunder
(including any problem with Client's computer hardware or software
that was not caused by any Services performed by MCCik Client shall
pay MCCi for all costs incurred for all evaluation, correction or outer
services performed by MCCI relating to such claim on a time and
materials basis at MCCrs then standard billing rates.
(b) General Warranty.
MCCI shall perform the Services in compliance with all applicable
international, federal and state laws and regulatiors and industry
codes, including but not limited to (1) federal and state anti -kickback
laws and regulations and laws governing payments to and
relationships with healthcare professionals, including 42 U.S.C.
51320a-7b(b); 00 federal Food and Drug Administration laws,
regulations and guidance, including the federal Food. Drug and
Cosmetic Act and the Prescription Drug Marketing Act, (IN) federal and
state securities laws, meaning that MCCI agrees that Client may be a
publicly traded company and MCCI shall instruct MCCI Personnel that
federal and state securities laws prohibit the purchase, sale, or
pledge of Client stock while in possession of any material non-public
information, (iv) the Foreign Corrupt Practices Act of 1977, and the
UK Bribery act, the 1997 OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, and
(v) international, federal and state privacy and data protection laws,
including, but not limited to, the relevant European Union directives,
Health Insurance Portability and Accountability Act of 1996 and the
Health Information Technology for Economic and Clinical Health Act,
Chapter 93H of The Massachusetts General taws and its
implementing regulations. 201 CMR 17.00, and CaL Civ. Code S
1798.80-.84 (collectively, 'State Data Protection Laws).
12. Indemnification and Limitation of Lfab(lity
(a) Mutual Indemnification.
Each Parry ("Indemnifying Party) shall indemnify, defend and hold
the other harmless against any loss, damage or costs (including
reasonable attorneys' fees) in connection with third party claims,
demands, suits, or proceedings ("Claims`):
Last updated: June 25. 2020 Page 4 of 2
WASIEt.5ERYICES AGREEMENT -ND- 612
(b) MCCt Indemnification.
MCG stall deterd Ir,^rity and hold Chert harmless against
Claims made or brougrt agates' Client by a'hud party allegirg that
the use of any Deliverable as provided to Client under this Agreement
or ary Order hereto and .sed in accordance with this Agreement and
relevant documertat on nfrmges any thud party; ,ntelle(tual
property rights. Notwithstanding the foregoing MCC, shall not be
requited to indemnity Cliert to the extent the alleged tnfnngement
(x) is based on informatior or requirements furnished by Client, (y) is
the result of a modification made by a party other than MCCI. or (r)
arises from use of a Deliverable in combination with any other
product or service not provided by MCCI. If Client is enjoined from
using the Deliverable or MCG reasonably believes that Client will be
enjoined. MCG shall have the right, at its sole option, to obtair for
Client the right to continue use of the Deliverable or to replace or
modify the Deliverable so that it is no longer infringing- If neither of
the foregoing options is reasonably available to MCG, then this
Agreement may be terminated at either Partys option and MCC s
sole liability shall be subject to the limitation of liability provided it
this Section.
(c) Client Indemnification.
If the Services require MCC, to access or use any thud party products
provided or used by Client. Client warrants that It shall have all rights
and licenses of third Parties necessary or appropriate rot MCG tc
access or use such third party products and agrees to produce
evidence of such rights and licenses upon the reasonable request oI
MCG and to indemnity, hold harmless and defend MCG from and
against any Claims to the extent arising from MCCI s access to or use
of such third party products.
(d) Indemnification Procedure.
Each indemnified Parry shad give the indemnifying Party (a) prompt
written notice of the Claim, (b) sole control of the defense and
settlement of the Claim (provided that the indemnifying Party may
not settle any Claim unless it unconditionally releases the
indemnified Party of ail liability), and (c) at Indemnifying Party s cost,
all reasonable assistance
(a) Limitation of Liability.
In ry event ;hall either Party be liable for spe(ial, exemplary.
inodental. or consequertta! damages (including, without limitation,
lost reverues, profits, savings or business) or loss of records or data
whether or not the possibility of such damages has been disclosed to
such party in advance or could have been reasonably foreseen by
such Party, and whether in an action based on contract, warranty,
strict liability. tort (including, without limitation negi gencei or
wsI �poateo lone 15
n .• E-.ceu • , a :'e„ y, rder-r:f i it c ,.c bgnrc,ns. earn
^1dxtr^u11 leRregdte liability Ir i all , Idir•s. Icsses or ether
at n• r inslug rnected Witt, ttis Agr ee,-•ere.'" Services
related ..e.+urdPr rr Cl,er•t'- r.e r, .try Smarr Servnes or
. r.ernrks, erd whe'rer based uper <cntract warranty, strict
at IC, '.,rt uncl,idirg. mthuut Itmitattor, regitgeri r', cr otherwise,
.tall r rn Lase exceed the aggregate amounts paid to MCG by Clw..nt
,rile, the dppltcdble Order giving n50 t,, s,xh ;latm during the last
st. ;n months Each Party entire liabdrty drd Oients remedies
irde, this Agrf-emer ;hall be subject to the limitations contained it
'r,s Section 12 the limitations on warranty and liability speuhed in
Sections 11 and 12 hereof will survive and apply even it any hrmited
r er-ecty her eir is round to have failed of its essential purpose
'he Parties acknowledge that the limitation of warranties and
Itahi6ties as set out in this Agreement are an essential basis of this
Agreement and that the prices agreed to be paid by Client for
Services reflect these limitations
13. 1123MENN
Curing the term of thrs Agreement, MCG shall carry. at its sole
expense. insurartce coverage to include at a minimum the following
• workers Compensation State statutory limits and $1,000.000
employers' liability
• Comprehensive General Liability S2.000,000 per occurrence
and $4.000 000 in the aggregate
• Professional Liability $1,000.000 per occurrence and
$3.000 000 in the aggregate
• Errors and Omissions $1,000.000 per occurrence
• Cyber and Technical Errors and Omissions. S3,000.000 in the
aggregate
14. Notice
All nC[Kes, demands and other communrcatans required or
permitted hereunder or in connection herewith shall be in writing
and shall be deemed to have been duly given if delivered (including
by receipt verified electronic transmission) or mailed in the
Continental United States by first class mail, postage prepaid, to a
Party at the following address, or to such other address as such Party
may hereafter specify by notice:
If to MCCI
MCG, LLC
if to Client_
Fayetteville. AR
3717 Apalachee Parkway. Suite 2C'
113 West Mountain Street
Tallahassee. FL 3Z3,1
Fayetteville. AR 72701
Attn Legal Department
Attn: Kara Paxton
Emdif t ;rr— r , .t ,'i s _;,r_
1S. Miice"IrLe 2u5
(a) 3rd Party EULA Provisions.
Client Knowledge% that they are responsible for adhering to any 3
party End User License Agreements ('EULA-), whether supplied by
MCCI as a converience or not. for arty products procured on behalf
It Client by MCC,
Page S of a
MASTER SERVICES AGREEMENT NO.61213
(b) Use of Open Source Code.
Except as disclosed in the Order. MCC] does not distribute nor
otherwise use any open source or similar software in a manner that
would obligate MCCi to disclose, license, make available or distribute
any of its material proprietary source code as a condition of such
use. For purposes of this Agreement,'Open Source" shall mean any
software or other intellectual Property that is distributed or made
available as 'open source software" or "free software" or is otherwise
publicly distributed or made generally available in source code or
equivalent form under terms that permit modification and
redistribution of such software or Intellectual Property. Open Source
Materials includes software that is licensed under the GNU General
Public License, GNU lesser General Public License, Mozilla license,
Common Public License, Apache License or BSD License, as well as all
other similar 'public' licenses.
(c) Client software Customizations.
Client may choose to customize their software internally without
MCCfs help. MCCi is not responsible for any damages caused by
Client's customization of the software. MCO will not be held
responsible for correcting any problems that may occur from these
customizations.
(d) MCCi software Configuration services.
Client may elect to contract with MCCi to configure CkWs
software. In these situations, Client acknowledges they are
responsible for testing all software configurations and as such,
waives any and all liability to MCCi for any damages that could be
related to these software configurations.
(e) Force Majeure.
If either of the Parties hereto are delayed or prevented from fulfilling
arty of its obligations under this Agreement by force majeure. said
Parties shad not be liable under this Agreement for said delay or
failure. 'Force Majeure' means any cause beyond the reasonable
control of a Party including, but not limited to, an act of God, an act
or omission of civil or military authorities of a state or nation,
epidemic, pandemic. fire, strike, flood, riot, war, delay of
transportation. or inability due to the aforementioned causes to
obtain necessary labor, materials or facilities.
(f) Audit Rights.
With reasonable notice and at a convenient location. Client will have
the right to audit MCCi s records to verify MWs records to confirm
MCCi's billing to Client is correct.
In addition, should any of Clients regulators legally require access to
audit the Services, MCCi will, to the extent legally required by such
regulators, provide access for the same. All results of such audits
shag be MCCi Confidential Information.
Client shall bear all costs associated with audits.
(g) Assignment
Neither Party may assign or otherwise transfer any of its rights,
duties or obligations under this Agreement without the prior written
consent of the other Party. Either Party, however, without any
requirement for prior consent by the other, may assign this
Agreement and its rights hereunder to any Party or entity who
succeeds (by purchase, merger, operation of law or otherwise) to all
or substantially all of the capital stock assets or business of such
Party, if the succeeding party or entity agrees in writing to assume
and be bound by all of the obligations of such Party under this
Agreement. This Agreement shall be binding upon and accrue to the
benefit of the Parties hereto and their respective successors and
permitted assignees.
(h) Modification.
This Agreement may be modified only by a written amendment
executed by duty authorized officers or representatives of both
Parties.
(i) Provisions Severable.
if any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, then such provision
shalt be severed from this Agreement and the remaining provisions
will continue In full force.
0) Dispute Resolution.
Should a dispute arise between MCCi and Client involving their
respective responsibilities, limitations or the working relations
between the Parties under this Agreement or any Order, then the
Parties will make every effort to amicably resolve the dispute. Prior
to entering arbitration as set forth below, the Parties agree that any
dispute will initially be referred to their senior management for
resolution within ten (10) business days of receipt of notice specifying
and asking for the intervention of the Parties' superiors. If the dispute
is still unresolved after such ten (10) business day period, the Parties
agree, at the written request of either Party, to submit the dispute to
a single arbitrator for resolution by binding arbitration under the
rules of the American Arbitration Association, and that any award of
the arbitrator shall be enforceable under any court having
jurisdiction thereof. In any such action, the Parties will bear their own
costs and will share equally in the costs and fees assessed by the
American Arbitration Association for its services.
(k) Interpretation.
The descriptive headings of this Agreement and of any Order under
this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement. As used herein,
'include' and its derivatives (including, 'e.g.) shall be deemed to
mean "including but not limited to" Each Party acknowledges that
this Agreement has been the subject of active and complete
negotiations. and that this Agreement should not be construed in
favor of or against any Parry by reason of the extent to which any
Party or its professional advisers participated in the preparation of
this Agreement.
(1) Publicity.
MCCi may use the name of Client, the existence of this Agreement
and the nature of the associated services provided herein for
Last updated: June 25. 2020 Page 6 of 8
MASTER SERVICES AGREEMENT NO 61243
marketing purposes, except that such use shall not include any Client
Confidential Information as defined in Section 7 of this Agreement.
(m) Entire Agreement:.
This Agreement and as Order(s) attached hereto constitute the
complete and exclusive statement of the agreement between the
Parties and supersedes all proposals, oral or written, and all other
prior or contemporaneous communications between the Parties
relating to the subject matter herein.
(n) Counterparts.
This Agreement may be executed in several counterparts, each of
which will be deemed an original, and all of which taken together will
constitute one single agreement between the Parties with the same
effect as if all the signatures were upon the same instrument
(Remainder of Page intentionally Left Blank Signature Page Follows)
Last updated: June 2S. M20 Page 7 of 8
MASTER SERVICES AGREEMENT NO.61243
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the
Effective Date.
MCQ LLC
on A MT
Name: Donny Barstow
President & CEO
Title:
November 11. 2020
Date:
FAYETTEVILLE, AK�"Client' j-)i
Name: �r (�C^r���_'
Title: Ur
Date: ` �I zo
113 WEST MOUNTAIN STREET
FAYETTEVILLE, AR 72701
Last updated: lune25, 2020 Page 9 of 8
ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO.61243
SCANNING ORDER
Pursuant to Master Services Agreement No. 61243 ("Agreement"!:
This Scanning Order, designated as Addendum No. t is entered into as of November 5 2020 ('Addendum Effective Date'l, by and between
MCG and Client and is hereby incorporated into the Agreement and made a part thereof. If there is any conflict between a provision of the
Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement. This Order supersedes any previous quote or proposals received.
IN WETNESS WHEREOF, the Panties hereto have caused this Addendum No. 1 to be executed by their respective duty authorized representatives as
of the Addendum Effective Date.
MCC1, LLC
,- o 0
-acn r
Signed:
Donny Barstow
Name:
President & CEO
Title:
November 11. 2020
Date:
FAY4("SigneName
rWe. _L
Date: I( —�
Addendum No. 1 to Master Services Agreement No. 61243 Pagel of 6
PRICING
Project I — Conversion of Documents estimated cost $49,495 19
Excess images' SC.02
%CPA 11.26 Discount
End of year Voi,. .. r_rof ;',e Discount i
TQTAL ESTIMATED PRQJECT CQST S29,400.00
ALL QWTES EXPIRE1N 30 DAYS
NCPA Pricing: The pricing and terms in this contract are derivative of the "Not -To -Exceed" digitization rates that were
competitively sourced through the National Cooperative Purchasing Alliance (NCPA). The rates and terms listed are
based upon the complexity and volume of the project(s) outlined in this contract. The rates listed may be applied to
additional projects that haven't been specifically outlined in this contract, but MCG reserves the right to verify the
complexity of those projects and if needed modify the rates accordingly
PAYMENT & BILLING TERMS
MCCi will invoice project on a monthly schedule, based on deliverables (via Electronic media or the mternet) Payment is
due upon receipt of an invoice.
Addendum No. 1 to Master Services Agreement No. 61243 Page 2 of 6
PROJECT
Client will furnish MCCi with all hardcopy/electronic documents for its use in preparing the document imaging project and
that need to be converted
GENERAL DESCRIPTION - 215' ROLLS
16MM Film
Various Departments
Minutes, Permits, Contracts, HR Files, Etc.
337
2,022.000
6,000
DOCUMENT PREPARATION
Boxes, Offsite Warehouse
Good
IMAGE PROCESSING & INDEXING
IMAGE OUTPUT
MATERIAL HANDLING
300 DPI, Black & White
Up to 250 Indexes per Roll
File Name
Depends on the type of file
Optional Item Quoted Below
Secure FTP Transfer
Laserfiche Briefcase
MCG Pickup
Up to 1 shipment (if lob is broken up, volume pricing must be also)
SPECIAL NOTES
Any corrections such as rescans or indexing changes must be brought to MCCi's attention within 90 days of the date that
MCCi delivers the data to the Client. Corrections will not be made after 90 days
Addendum No. 1 to Master Services Agreement No. 61243 Page 3 of 6
SCANNING ASSUMPTIONS
ERROR RATE
MCG's acceot +: .niess otherwise stated r w^Trig MCC:
cannot be accu , i jn,e 'ur rr.�urds not of ected nor gins nventc r y report provided by Client. MCCi w!.; correct only
those valcd d s, e:.!' -, dnove the d_:e'v!db e e' '7r 'd! "PCB 'te{7 w,thin 9C day5 after delivery of electronic data to
Caient
DOCUMENT STORAGE
MCCr's taoline,� contain secure rooms for hardcopy "worK rr progress" document storage MCCi will arrange for the
return of hardcopy documents to C ent after, comp,evon c' scanning. If documents reside at MCG facilities for a
period longer than 90 days after converted electronic data is delivered to Client, storage charges of $2.50 per cubic
foot per month will apply.
DATA STORAGE
MCCi is not responsible for maintaining a copy of Client data, with the exception of Clients who contractually and on
a recurring basis, utilize MCCrs Online Document Hosting Services. MCCi periodically reviews and deletes Client data
from previous projects. The timing of the periodic review and deletion of data is at MCCi's discretion. MCCi recognizes
that for records retention and secunty compliance. Client may require MCO to delete copies of its data pnor to MCO's
process of deleting data. if so, Clie"r s responsible for making the request in writing and for obtaining confirmation
of data deletion.
ENTERPRISE WIDE SCANNING SERVICES
MCCi can provide any department n the organization with scanning services for documents other than those
described in this pricing proposal. All costs are volume based and can be provided upon request. MCCi will consult
with each department interested in beginning their own project to determine individual scanning and indexing needs.
MICROFILM 6 FICHE CONVERSION SERVICES.
MCCi offers electronic conversion services for microfilm, microfiche, and aperture cards. C:ient will provide MCO with
data to be converted to electronic format. MCCi will extract the images contained on the film/fiche and migrate them
to Laserfiche or to another industry standard format as requested by Client. The images will be captured based upon
the reduction ratio and threshold between the beginning and ending of new images on the original film. MCCi is not
responsible for the accuracy of existing image quality, such as black borders, skewed images, blurry images, non -
legible images, or other errors that are not controllable by MCCi. Unless otherwise specified in the project scope,
MCCi will index by the roll/card number or unique identifier
LASERFICHE SEARCH ENGINE MEDIA
If included in the Scope of Services, MCCi will integrate the documents with the Lasertiche Software to provide Client
with the most powerful index retrieval search engine available with the following features: intuitive browse window,
index cards, and full text word search. MCCi will provide Client with the appropriate media containing all documents
scanned and integrated wivi Laserfiche.
ONLINE DOCUMENT HOSTING
MCCi will post the documents to the web for a minimal annual fee. MCCi provides Client with a direct link which can
then be linked to Client's website for public access of desired. Document storage cost is determined upon actual image
count. All documents on the site are integrated with a search engine, and updates are incorporated as the database
is amended. This recurring web posting service will automatically renew and be billed unless Client has terminated
the Agreement or provided sixty (60) days written notice prior to the scheduled renewal date of the recurring Services.
No refunds are available in the event of cancelling prior to the expiration of a renewal term.
Addendum No. t to Master Services Agreement No. 61243 Page 4 of 6
PROJECTTIMELINE
MCCi will complete and deliver the project within the predetermined project timeline as agreed upon with Client.
Should MCCi require additional time, Client will be notified immediately.
DOCUMENT TRANSPORTATION
Client is required to package all materials per MCCFs instruction prior to delivery of materials to MCCi facilities. If
Client chooses to utilize MCCi's pickup and delivery service (offered in select states), pricing is based on picking up the
entire project described in the scope of services in one shipment. At the time of updating or if additional trips are
required due to Client not having all the documents ready for pick up, additional charges will be applied. If Client
chooses to ship via a certified carrier, Client incurs all shipping costs.
PRICING
Charges apply on a per project basis and are dependent upon size and volume of documents. MW requires having
the entire project in bulk, rather than in small quantities. Breaking the project into smaller quantities will affect the
volume pricing, and additional charges per image may apply. A sample may be required prior to confirming large
volume job pricing.
UNANTICIPATED DOCUMENT TYPES & SIZES
The prices quoted are made with the expectation that Client will properly prepare and annotate materials for scanning
bureau use and that documents are consistent with the description provided in the scope of services. If documents
are not as initially represented, additional charges will apply. MC0 will call for authorization to proceed with the
project.
LASERFICHE SYSTEM CLIENTS
Due to requirements by Laserfiche systems regarding the importing of images and indexing information, it is highly
recommended that Clients who already have a Laserfiche system have their documents scanned using only Lase rfiche
software. This will ensure that all associated indexing information will be properly retained after the importing of
images into the Laserfiche system. MW has knowledge of the software versions, indexing requirements, and
compatibility issues for each of our Laserfiche system Clients. For these reasons, MW should be considered as a
Preferred/Best Value provider for scanning services. Additionally, Laserfiche System Clients are required to supply
MCCI with a Laserfiche Briefcase of their current folder/template structure, prior to each scanning project / updates
to existing projects.
MCC! CERTIFIED PARTNERS
MCCi maintains partnerships for the purpose of additional capacity and flexibility in meeting Client expectations. In
the event partners are used for a project, the management and support of the project is handled directly by MCCi. .
Physical documents will never leave the United States, but our partners may utilize offshore resources to handle
document indexing, quality control, and other processes.
SERVICES PROVIDED
The services provided in this order will be in full force and effect for a period of 90 days from the date of shipment of
the completed product to the organization.
INDEMNIFICATION AND LIMITATION OF LIABILITY
(a) Mutual Indemnification.
Each Party shall indemnify, defend and hold the other harmless against any loss, damage or costs (including
reasonable attorneys' fees) in connection with third Party claims, demands, suits, or proceedings ("Claims"):
• For bodily injury or personal property damage arising out of the indemnifying Party's performance within the
scope of its responsibilities under this Agreement.
• A breach of such Party's obligations with respect to confidentiality
• A breach by such Party of laws.
• Caused by negligent acts, omissions or willful misconduct
Addendum No. 1 to Master Services Agreement No. 61243 Page 5 of 6
(b) MCCi Indemnification.
MCCi shall defend, indemnify and hold Client harmless against Claims made or brought against Client by a third Party
alleging that the use of any Deliverable as provided to Client under this Agreement or any Order hereto and used in
accordance with this Agreement and relevant documentation, infringes any third Partys intellectual property rights.
Notwithstanding the foregoing, MCCi shall not be required to indemnify Client to the extent the alleged infringement:
(x) is based on information or requirements furnished by Client, (y) is the result of a modification made by a Party
other than MCCi, or (z) arises from use of a Deliverable in combination with any other product or service not provided
by MCCi. if Client is enjoined from using the Deliverable or MCCi reasonably believes it will be enjoined, MCO shall
have the right, at its sole option, to obtain for Client the right to continue use of the Deliverable or to replace or modify
the Deliverable so that it Is no longer infringing. If neither of the foregoing options is reasonably available to MCCi,
then this Agreement may be terminated at either Partys option and MCCi's sole liability shall subject to the limitation
of liability provided in this Section.
(c) Client Indemnification.
if the Services require MCCi to access or use any third Party products provided or used by Client, Client warrants that
it shall have all rights and licenses of third Parties necessary or appropriate for MCCi to access or use such third Party
products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi 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 attomeys' fees) to the extent arising
from MCCi's access to or use of such third Party products.
(d) Indemnification Procedure.
Each indemnified Parry shall give the indemnifying Party (a) prompt written notice of the Claim; (b) sole control of the
defense and settlement of the Claim (provided that the indemnifying Party may not settle any Claim unless it
unconditionally releases the indemnified Parry of all liability); and (c) at indemnifying Parry's cost, all reasonable
assistance.
(e) Limitation of Liability.
in no event shall either Party be liable for special, exemplary, incidental, or consequential damages (including, without
limitation, lost revenues, profits, savings or business) or loss of records or data, whether or not the possibility of such
damages has been disclosed to such Party In advance or could have been reasonably foreseen by such Party, and
whether in an action based on contract, warranty, strict liability, tort (including, without limitation, negligence) or
otherwise. Except for a Partys indemnification obligations, each Party's maximum aggregate liability for all claims,
losses or other liability arising out of, or connected with, this Agreement, the Services contemplated hereunder or
Client's use of any such Services or Deliverables, and whether based upon contract, warranty, strict liability, tort
(including, without limitation, negligence), or otherwise, shall in no case exceed the aggregate amounts paid to MCCi
by Client under the applicable Order, giving rise to such claim during the last six (6) months. Each Partys entire liability
and Client's remedies under this Agreement shall be subject to the limitations contained in this Section 11. The
limitations on warranty and liability specified in Sections 10 and 11 hereof will survive and apply even if any limited
remedy herein is found to have failed of its essential purpose.
The Parties acknowledge that the limitation of warranties and liabilities as set out in this Agreement are an essential
basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations.
USE OF BASECAMP
Through the course of this project, MCCi may choose to utilize the third -party service Basecamp
(http://www.basecamp.com) for project management and team collaboration. Documentation and correspondence
exchanged between MCCi and Client may be stored in Basecamp.
Addendum No. 1 to Master Services Agreement No. 61243 Page 6 of 6