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05/17/2023 Agreement DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 /,!, ��n wm �N1oNiotNI1Q m11!l ) 11 f I'll F li Contract Cover Page Effective Date: May 17,2023 Initial Attachment 1: Laserfiche Cloud Subscription Agreement Attachments: Attachment 2: Data Processing Addendum Attachment 3: Service Level Agreement Attachment 4: Laserfiche Services Agreement Attachment 5: Cost Proposal and Statement of Work Customer: Monroe County BOCC Information Technology Attn:Alan MacEachern 102050 Overseas Highway, MM 102.5 Key Largo, FL 33037 Customer Business Contact Laserfiche Business Contact Name Alan MacEachern Name John Chick Title Monroe County Information Title Solutions Consultant Technology Director Phone (305)453-8792 Phone 562-988-1688 X. 121 Email M3c1E3dhern- Email John.chick@laserfiche.com ................................................................................. ! C,2IM2i l'Orp t L.Gov ......................................... Address 102050 Overseas Highway Address Laserfiche Key Largo,FL 33037 3443 Long Beach Blvd Long Beach,CA 90807 Customer Authorized Signatory Laserfiche Authorized Signatory Customer Laserfiche Compulink Management Name Monroe County Board of Contracting Center, Inc. dba Laserfiche County Commissioners Entity DocuSigned by: Signature Signature EP55434A302F9F438... Name&Title Alan MacEachern, IT Director Name&Title Peter Wayman, President Date 5/18/2023 Date 5/4/2023 This Contract Cover Page (the "Contract Cover Page" or "Cover Page") along with the attachments hereto or incorporated herein by reference to this Cover Page, comprise the entire agreement or contract (the "Contract") entered into by and between the Laserfiche entity specified above("Laserfiche") and the customer specified above ("Customer"). By executing this Cover Page,the parties also agree to be bound by the agreements set forth in the attachments hereto, including any Laserfiche orders, policies, addenda, or supplements attached, referenced, or incorporated into such attachments. Capitalized terms defined on this Cover Page and used elsewhere in the Contract shall have the meaning set forth on this Cover Page. MONROE COUNTY ATTORKFY r, PPR?W�DAS TO FORYZ CHRESTINR a,MERa•BARROWS ASSISTANT COUNTY ATTORNEY' DATE 6/17/23................. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 aiQ� �h� ni ii c h�e Laserfiche Cloud Subscription Agreement THIS LASERFICHE° CLOUD SUBSCRIPTION AGREEMENT("Agreement") IS A LEGAL AGREEMENT THAT APPLIES TO SUBSCRIBER'S USE OF LASERFICHE CLOUD SUBSCRIPTIONS AND THE SERVICES ENVIRONMENT, INCLUDING USE IN CONNECTION WITH LASERFICHE SELF-HOSTED PRODUCT COMPONENTS. THE TERMS "SUBSCRIBER", "LASERFICHE CLOUD SUBSCRIPTIONS", "SERVICES ENVIRONMENT", AND "SELF-HOSTED PRODUCT COMPONENTS" ARE EACH DEFINED BELOW. THIS AGREEMENT INCORPORATES BY REFERENCE THE FOLLOWING (COLLECTIVELY, THE "Additional Policies"): (A)THE TERMS OF USE LOCATED AT HTTPS://WWW.LASERFICHE.COM/LEGAL/TERMS-OF- USE/ ("Terms of Use"), (B) THE LASERFICHE DATA PROCESSING ADDENDUM ("DPA"), AND (C) ANY OTHER POLICIES OR TERMS REFERENCED IN THIS AGREEMENT. THIS AGREEMENT ALSO CONTAINS AN AGREEMENT TO ARBITRATE AND A CLASS ACTION WAIVER IN SECTION 19.4. BY ACCEPTING THIS AGREEMENT(WHETHER BY CHECKING ANY"ACCEPT"OR"AGREE" MECHANISM OR INDICATING ASSENT BY ANY OTHER ACCEPTANCE PROCESS MADE AVAILABLE BY LASERFICHE) OR ACCESSING OR USING ANY LASERFICHE CLOUD SUBSCRIPTION OR THE SERVICES ENVIRONMENT, (A) YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUBSCRIBER TO THIS AGREEMENT, AND (B) YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU AND SUBSCRIBER AGREE THAT SUBSCRIBER IS BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF SUBSCRIBER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR YOU DO NOT HAVE THE NECESSARY AUTHORITY TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF SUBSCRIBER,YOU SHOULD NOT ACCEPT THIS AGREEMENT OR YOU MAY NOT USE ANY LASERFICHE CLOUD SUBSCRIPTION OR THE SERVICES ENVIRONMENT. ANY USE OF THE LASERFICHE CLOUD SUBSCRIPTIONS OR THE SERVICES ENVIRONMENTTHAT DOES NOT COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IS UNAUTHORIZED AND UNLAWFUL. 1.0 Definitions. The following definitions will apply to this Agreement: "Account" means the account Laserfiche provisions for Subscriber in the Services Environment through which Subscriber and Users can access services and content according to the Subscriptions ordered by Subscriber, including Laserfiche Cloud Product Components and Subscriber Content. "Affiliate" means,with respect to a party,any person or entity that directly or indirectly,through one or more intermediaries, controls, is controlled by,or is under common control with such party,where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements). "Confidential Information" means all nonpublic information, whether disclosed by a party or its Affiliates or their respective employees or contractors,that is designated as confidential or that,given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information also includes: (a) nonpublic information relating to a party or its Affiliates'technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b)third-party information that each party is obligated to keep confidential; and (c) the terms of any agreements, discussions or negotiations between the parties,the Laserfiche Cloud Solution Providers or Affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without either a breach of this Agreement or a breach of an obligation of confidentiality by someone else; (ii) can be shown by documentation to DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 have been known to Subscriber at the time Subscriber received it from us; (iii) is received from a third party that lawfully acquired and disclosed it without any obligation of confidentiality; or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to the other party's Confidential Information. "Data Center Region" refers to the geographic region in which the Services Environment is physically located. "Documentation" means the getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications published by Laserfiche about Laserfiche Cloud and the Services Environment. "Effective Date"means the earliest to occur of the following dates:(a)the date that Subscriber accepts this Agreement, or (b) the date on which Laserfiche provisions Subscriber's Account and gives Subscriber administrative access to Subscriber's first Laserfiche Cloud Subscription. "Evaluation Product" means Laserfiche Product Components furnished to Subscriber for evaluation purposes or other limited,temporary use as authorized by us in accordance with Section 7.2, and that are not the subject matter of a separate written trial, evaluation or beta agreement executed by and between Laserfiche and Subscriber. "Excluded Claim"shall have the meaning set forth in Section 9.0. "Intellectual Property Rights" means (a) all patents, utility models, copyrights, database rights and rights in trademarks, trade names, designs, knowhow, and invention disclosures (whether registered or unregistered); (b) applications, reissues, confirmations, renewals, extensions, divisions or continuations for any of these rights; (c)trade secrets;and(d)all other intellectual property rights and similar forms of worldwide protection. "Laserfiche", "we", "our" or"us" means the Laserfiche entity that is contracting with Subscriber, as set forth in Section 19.4.1. "Laserfiche Cloud" or "Laserfiche Cloud Subscriptions" means the mix of Laserfiche Cloud Product Components running as services in the Services Environment for use by Subscriber and its Users in accordance with this Agreement. "Laserfiche Cloud Product Component"means a Product Component that is proprietary to Laserfiche, and subject to Subscriber's compliance with this Agreement, is operated in the Services Environment by Laserfiche for Subscriber's use of such Product Component as part of Laserfiche Cloud. "Laserfiche Cloud Solution Provider" means any other entity or person that has been authorized by us to market Subscriptions and provide Subscribers certain Support to facilitate Subscriber's use of Laserfiche Cloud and any other Subscriptions purchased by Subscriber. "Laserfiche Content" means content that we or our suppliers make available in connection with Laserfiche Cloud or on vu,,:,Iase.rf.i.� 1e. ,,,.c.2.22.(the "Laserfiche Site") to allow Subscriber to access and use Laserfiche Cloud, including Documentation, sample code, software libraries, command line tools, and other related technology. Notwithstanding the foregoing, Laserfiche Content does not include: (a) Laserfiche Product Components or(b)Third Party Content. 2 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 "Laserfiche Self-Hosted License Agreement" means the applicable Laserfiche End User License Agreement available at https://www.laserfiche.com/eula/home for Laserfiche products licensed on a self-hosted basis on servers owned or operated by or for Subscriber. "Laserfiche Self-Hosted Product Component" means a Product Component that is proprietary to Laserfiche, and subject to Subscriber compliance with the applicable Laserfiche Self-Hosted License Agreement, may be installed and operated on servers owned or operated by or for Subscriber for use with Laserfiche Cloud. "Laserfiche Product Components" means Laserfiche Self-Hosted Product Components and Laserfiche Cloud Product Components. "Laserfiche Software" means Laserfiche's proprietary application programming interfaces, software, algorithms, and other code comprised in: (a) Laserfiche Cloud, (b) the Services Environment, (c) any and all modifications and enhancements to Laserfiche Cloud and the Services Environment, (d) Laserfiche Product Components, and (e)any Evaluation Product, as applicable. "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including viruses,worms,time bombs and Trojan horses. "Overage Policy" means, with respect to a particular Laserfiche Cloud Product Component, Laserfiche's then-current policy, available upon written request, for overage pricing or Subscription upgrade that shall apply to Subscriber for exceeding the Subscription Usage Limit for that Laserfiche Cloud Product Component. The terms and conditions of the Overage Policy are incorporated into this Agreement. "Personal Data"shall have the meaning set forth in the Data Processing Agreement. "Product Components" means those software products, tools, modules, algorithms, or components that Subscriber orders directly or indirectly from Laserfiche or its Affiliates, as applicable, for use as part of or in connection with Laserfiche Cloud. "Services Environment"means the hosted environment provided by Laserfiche from which Subscriber may remotely access, as applicable and subject to the terms and conditions of this Agreement: (a) Subscriber's Laserfiche Cloud Subscriptions, (b)Third Party Content, and (c)Subscriber Content. "Subscriber"means the individual,company,or other legal entity that is purchasing a Laserfiche Cloud Subscription under this Agreement. "Subscriber Content" means, excluding any Laserfiche Software, Laserfiche Content, Third Party Content, or Third Party Products, all electronic documents, files, data, text, audio, video, images, forms, process definitions, workflows, configuration, applications, software code, or other electronic content or information that Subscriber or any User, either directly or indirectly (through the use of bots or other automated tools): (a) uploads to the Services Environment, (b)runs on Laserfiche Cloud, or (c) causes to interface, even on a temporary basis, with Laserfiche Cloud or the Services Environment. Subject to Section 8.0, Subscriber Content includes Personal Data. "Subscriptions" means term-based licenses to use Product Components ordered by Subscriber. 3 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 "Subscription Term" shall have the meaning set forth in Section 6.1. "Subscription Usage Limit"shall have the meaning set forth in Section 4.6. "Support" refers to either Laserfiche's obligation or, if Subscriber has a Laserfiche Cloud Solution Provider, Subscriber's Laserfiche Cloud Solution Provider's obligation, to provide Subscriber with ongoing assistance in onboarding, initiating, configuring, accessing, and utilizing the functionality and features of Laserfiche Cloud. As applicable, we have further agreed to provide more specialized technical assistance to Subscriber's Laserfiche Cloud Solution Provider (as applicable) should Subscriber's issue appear unusually complex or difficult for Subscriber's Laserfiche Cloud Solution Provider to resolve after reasonable diligence. "Third Party Content" means any documents, files, data, text, audio, video, images, forms, process definitions, workflows, configuration, applications, software code, or other content and information owned by a third party, excluding Third Party Products. "Third Party Product" means any product or service offering that is proprietary to a third party. "User" means an individual whom Subscriber has authorized to access or use Laserfiche Cloud or the Services Environment,for whom Subscriber has ordered Laserfiche Cloud and any other Subscriptions, and to whom Subscriber has supplied a User identification and password to access Subscriber's Account. Users may include, for example, Subscriber's employees, consultants, contractors and agents, and third parties with whom Subscriber transacts business. "Wind Down Period" has the meaning given to such term in Section 6.3. 2.0 Laserfiche Cloud Subscriptions. We will make the Laserfiche Cloud Subscriptions available to Subscriber pursuant to this Agreement. The terms of Subscriber's Laserfiche Self-Hosted License Agreement shall apply with respect to Subscriber's use of any Laserfiche Self-Hosted Product Component, provided that, the terms of this Agreement shall apply to Subscriber's use of Laserfiche Cloud or the Services Environment in connection with the interaction of such Self-Hosted Product Component with Laserfiche Cloud or the Services Environment. 3.0 Payment and Fees 3.1 Subscriptions. The first Laserfiche Cloud Subscription Subscriber order shall commence on the Effective Date. Additional Product Components may be used with Subscriber's Account subject to Subscriber's payment of the applicable fees for Subscriptions for the additional Product Components. Any additional Subscriptions will terminate on the same termination date as the first Laserfiche Cloud Subscription Subscriber purchased. 3.2 Fees. All fees are due upfront for Subscribers who pay Laserfiche directly. There will be no refunds for decreases in Subscription Usage Limits during a Subscription Term for any Subscription. If Subscriber exceeds Subscription Usage Limits for any particular Product Component, without limiting any of our rights and remedies, Subscriber agrees to comply with Laserfiche's then- current Overage Policy for each such Product Component. 3.3 Payments. As applicable,Subscriber's Laserfiche Cloud Solution Provider may choose to bill Subscriber themselves or require Subscriber to submit credit card information to us so that we 4 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 may charge Subscriber's credit card. If we charge Subscriber's credit card,the charge will be reflected in Subscriber's Account. If Subscriber is required to submit credit card information to us,Subscriber is responsible for providing complete and accurate billing, credit card, and contact information and notifying us of any changes to such information. If Subscriber provides credit card information, Subscriber authorizes a charge to Subscriber's credit card for the Subscriptions Subscriber orders for the initial Subscription Term,renewal Subscription Term(s),and when Subscriber exceeds Subscription Usage Limits. 3.4 Overdue Charges. If we do not receive any amount Subscriber owes by the due date, then, without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If Subscriber's payment is late by 30 days or more, we may reduce or suspend access to Subscriber's Account and the Services Environment and begin collection efforts. If the amounts Subscriber owes us are not paid within 60 days of the due date, we may cancel Subscriber's Account, terminate Subscriber's Subscriptions and the Services Environment, and delete Subscriber Content in accordance with Section 6. 3.5 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any state or other taxing authority whatsoever (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with Subscriber's Subscriptions. For clarity, we are solely responsible for taxes assessable against us based on our income, property, and employees. 4.0 Certain Qualifications 4.1 Ownership of Subscriber Content. Subscriber retains exclusive ownership of Subscriber Content, including any modifications, enhancements and improvements thereto, including any Intellectual Property Rights therein. Subscriber is responsible forthe accuracy,quality and legality of Subscriber Content and the means by which Subscriber or any User acquired and use Subscriber Content(including, providing adequate privacy notices under applicable law). 4.2 License To Subscriber Content. Subscriber grants us, AWS, and our respective Affiliates,a worldwide license,during the Subscription Term and the Wind Down Period,to host,copy, transmit, and display or execute Subscriber Content: as reasonably necessary for us to provide the functionality of Laserfiche Software, Laserfiche Cloud,and the Services Environment,including pushing and pulling Subscriber Content to and from Third Party Product integrations Subscriber chooses to use with Laserfiche Software, Laserfiche Cloud, or the Services Environment. Subscriber acknowledges and agrees that Subscriber's revocation of any of the foregoing licenses granted by Subscriber shall release Laserfiche from any and all obligations to provide or make available Laserfiche Cloud, the Subscriptions, and/or the Services Environment, in whole or in part, to Subscriber and any User and we shall not be obligated under any circumstances to refund any amounts paid by Subscriber to us. Subject to the limited licenses granted by Subscriber to us in this Agreement,we acquire no right,title or interest from Subscriber or Subscriber's licensors under this Agreement in or to Subscriber Content. We make no representation or warranty regarding the interoperability of Subscriber Content with the Services Environment, Laserfiche Software, or any Third-Party Product integrations. Subscriber will obtain all necessary rights and permissions to enable, and grant the rights and permissions granted under this Agreement to, Laserfiche, its Affiliates,and contractors,to use,transfer, provide,store and otherwise process Subscriber Content in the Service Environment and in connection with Subscriber's use of the Laserfiche Software(including,the collection or transmission of Subscriber Content from or to any Third Party Product), without violating the rights of any third party or otherwise obligating 5 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche to Subscriber or to any third party. This includes Subscriber making necessary disclosures and obtaining consent, if required, before providing individuals' information, including personal or other regulated data in Subscriber Content. If any of Subscriber Content could be subject to governmental regulation or may require security measures beyond those specified by Laserfiche for Laserfiche Cloud, Subscriber will not input into the Services Environment, use with any Laserfiche Product Component, or provide Laserfiche, any such Subscriber Content unless Laserfiche has otherwise first agreed in writing to implement additional security and other measures. Subscriber is also solely responsible for the development, operation, maintenance, and use of Subscriber Content, including, by way of example: (i) the technical operation of Subscriber Content, including the interoperability of Subscriber Content with the Services Environment and Laserfiche Software; (ii) compliance of Subscriber Content with all applicable laws and regulations; (iii) any claims relating to Subscriber Content; (iv) proper handling and processing of notices sent to Subscriber (or any of Subscriber's Affiliates) by any person claiming that Subscriber Content infringes or violates such person's rights, including notices pursuant to the Digital Millennium Copyright Act; and (v) the theft, loss or destruction of Subscriber Content caused by actions or events other than the acts or omissions of Laserfiche. Laserfiche does not and will not assume any obligations with respect to Subscriber Content or to Subscriber's use of the Laserfiche Software, Laserfiche Cloud, and the Services Environment, other than as expressly set forth in this Agreement or as required by applicable law. 4.3 Third Party Content & Third-Party Products. Third Party Content and Third-Party Products are subject to the applicable third party's terms and conditions, including privacy and data gathering practices. We make no representation or warranty regarding Third Party Content or Third- Party Products or the interoperability of the Services Environment or Laserfiche Cloud with Third Party Content or Third-Party Products. Subscriber's use of Third-Party Content and Third-Party Products is at Subscriber's sole risk and any separate fees, charges, and obligations Subscriber incurs in Subscriber's dealings with the applicable third parties, are Subscriber's responsibility. Subscriber agrees not to use any Third-Party Content and Third-Party Products other than in accordance with this Agreement and the applicable third party's terms and conditions. With respect to the use of any Third- Party Content or Third-Party Products, in the event of conflict or inconsistency between any provision of this Agreement and the applicable third party's terms and conditions, the third party's terms and conditions shall control but only so long as the use of the Third-Party Content or Third-Party Product, as applicable, in conjunction with Laserfiche Cloud is not in violation of this Agreement. 4.4 Security. We will provide an infrastructure for securing data and will maintain the Services Environment at an industry standard level of security. We utilize Amazon Web Services, Inc. ("AWS"), a public cloud, to provide the Services Environment on which Laserfiche Cloud will run to store and secure Subscriber Content. Subscriber must use reasonable security precautions in connection with Subscriber's use of the Laserfiche Site,Services Environment, and Subscriptions. 4.5 Service Levels. Subject to Subscriber's compliance with all of the terms and conditions of this Agreement, including payment obligations, Laserfiche will provide Laserfiche Cloud in accordance with the applicable service level agreement("SLA"). Laserfiche's entire obligation, and Subscriber's exclusive remedy for any service level violation, will solely be the specific remedies set forth in the SLA,with no substitution. 4.6 Subscription Usage Limits. Laserfiche Cloud Subscriptions ordered by Subscriber may be subject to usage limits ("Subscription Usage Limits"). Unless otherwise specified in an order, (a) a quantity in such order refers to the maximum number of Users permitted to access Laserfiche Cloud, (b) a User's password may not be shared with any other individual, and (c) a User-based Subscription may be reassigned to a new individual replacing one who no longer requires ongoing use of Laserfiche 6 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Cloud. If Subscriber exceeds any Subscription Usage Limit, Subscriber agrees to pay the amount for any excess usage in accordance with Laserfiche's applicable pricing and payment terms then in effect. 4.7 Usage Restrictions. Subscriber must use Subscriber's Subscriptions only in the ordinary course of Subscriber's business in accordance with the terms and conditions of this Agreement, the Documentation, and all applicable laws and regulations. Subscriber will not, and will not allow Users or other third parties to (a) make Laserfiche Cloud, any Subscription, the Laserfiche Software,the Services Environment, any Laserfiche Content,available to, or use Laserfiche Cloud, any Subscription, the Laserfiche Software, the Services Environment, or any Laserfiche Content for the benefit of, anyone other than Subscriber or Users, (b) use Laserfiche Cloud, any Subscription, the Laserfiche Software or Services Environment to create, store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to create, store or transmit material in violation of third- party privacy, copyright, trademark, patent or other Intellectual Property Rights, (c) use Laserfiche Cloud, any Subscription, the Laserfiche Software or the Services Environment to create, store or transmit Malicious Code, (d)interfere with or disrupt the integrity or performance of Laserfiche Cloud, any Subscription, the Laserfiche Software, the Services Environment, or any Laserfiche Content, (e) attempt to gain unauthorized access to Laserfiche Cloud, any Subscription,the Laserfiche Software or the Services Environment, or any systems or networks related to the foregoing, (f) permit direct or indirect access to,or use of,Laserfiche Cloud,any Subscription,the Laserfiche Software or the Services Environment in a way that circumvents any Subscription Usage Limit, (g)copy any Laserfiche Software or Laserfiche Content, or any part, feature, function or user interface of it, (h) embed or mirror any part of Laserfiche Cloud,any Subscription,the Services Environment,or any Laserfiche Content,other than embedding on Subscriber's own intranets or otherwise for Subscriber's own internal business purposes or as permitted in the applicable Documentation, (i) access any Laserfiche Software and/or Laserfiche Product Component to develop, create, train, improve or build a product or service that competes with, or is similar to, Laserfiche Cloud, any Subscription, or any Laserfiche Software, or for any other benchmarking or competitive purpose, or (j) use any Third Party Content or Third Party Product with Laserfiche Cloud other than as permitted by the applicable third party's terms and conditions therefor and this Agreement. In addition to any other available remedies, Laserfiche may immediately suspend or terminate Subscriber's or any User's use of Laserfiche Software and Laserfiche Cloud based on any suspected violation of this Section 4.7. Any violation of this Agreement by Subscriber or its Users is deemed a violation of Laserfiche's Intellectual Property Rights and Subscriber shall notify us promptly of any such violation. Subscriber will provide Laserfiche with any assistance Laserfiche requests to reasonably confirm compliance with this Agreement. 4.8 High Risk Activities. The Laserfiche Software, Laserfiche Cloud, and the use of the Services Environment, are not designed or intended for use in high risk activities or hazardous environments that require fail-safe performance where failure of the Laserfiche Software, Laserfiche Cloud,or the Services Environment,could lead to death,personal injury,or environmental or property damage. Laserfiche specifically disclaims any express or implied warranty of the suitability, performance,or availability,of Laserfiche Software, Laserfiche Cloud,or the Services Environment,for these types of activities. 4.9 Subscriber Indemnification. Subscriber will defend, indemnify, and hold harmless Laserfiche and each Laserfiche Cloud Solution Provider, Laserfiche Affiliate and Laserfiche authorized reseller, and each of Laserfiche's, Laserfiche Cloud Solution Provider's, Laserfiche Affiliate's and Laserfiche authorized resellers' employees, officers, directors, shareholders, representatives, and agents (collectively, "Indemnified Parties"), from and against any and all claims, damages, fines, penalties,losses,liabilities,costs,and expenses(including reasonable attorneys'fees and costs)arising out of or relating to any third-party claim concerning: (a) Subscriber, any Subscriber Affiliate's or any 7 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 User's use of Laserfiche Cloud,the Subscriptions,Product Components, Laserfiche Content,Third Party Content, or Third Party Products, including any activities or use by Subscriber's or Subscriber's Affiliates'employees,contractors,representatives or agents;(b)breach of this Agreement or violation of applicable law by Subscriber, any Subscriber's Affiliate, or any User; (c) Subscriber Content or the combination of Subscriber Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Subscriber Content or by the use, development, design, production, advertising or marketing of Subscriber Content; (d) Subscriber's breach of any of Subscriber's obligations, contractual or otherwise, that Subscriber may owe to Users as a result of, or in connection with, the use of Laserfiche Software, Laserfiche Cloud, the Services Environment, or associated services or Support; (e) use of Third Party Content or Third Party Products with Laserfiche Software, Laserfiche Cloud or the Services Environment; (f) a dispute between Subscriber, any Subscriber's Affiliate or any User, on the one hand,and any third party; (g) a dispute between Subscriber or any Subscriber's Affiliate, on the one hand, and any User; or (h) an Excluded Claim. If we or any other Indemnified Party is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, Subscriber will also reimburse us for reasonable attorneys' fees, as well as the applicable Indemnified Party's employees', contractors', representatives'and agents'time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates. We have the right to assume control of the defense and settlement of the claim at any time whenever it may affect our rights or intellectual property, directly or indirectly, at Subscriber's expense. However, Subscriber may, at Subscriber's expense: (a) use counsel of Subscriber's own choosing(subject to our written consent)to defend claims against Subscriber;and(b)settle the claim against Subscriber(but not against Laserfiche or any other Indemnified Party without our express written consent)as Subscriber deems appropriate, provided that Subscriber obtains our prior written consent before entering into any settlement,which shall not be unreasonably withheld. For the purposes of this subsection 4.9,all claims,damages,fines, penalties, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) suffered by any Indemnified Parties arising out of or relating to any relevant third-party claim shall be deemed to be suffered by Laserfiche directly. 4.10 If Subscriber is a government entity unable legally to provide indemnification to Laserfiche, subsection 4.9 above shall not apply. However, Subscriber agrees that use of any Third- Party Content, Subscriber Content, Confidential Information, Third Party Products, or other non- Laserfiche Products, or services Subscriber provides, directly or indirectly, in connection with Laserfiche Software or Laserfiche Content will not infringe any third party's patent, copyright or trademark or make unlawful use of any third party's trade secret. In addition, Subscriber will not use our products or services in violation of the Terms of Use and/or any Laserfiche documentation with respect to usage limitations and guidelines. 4.11 Changes. From time to time, we reserve the right to modify or enhance Laserfiche Software and the Services Environment with the objective of providing Subscriber with a substantially equal or enhanced Laserfiche Cloud or comply with applicable laws or regulations, at no additional cost to Subscriber. In addition,from time to time,we reserve the right to modify or enhance Laserfiche Content. 4.12 Insurance. Laserfiche shall obtain and maintain the following policies: 4.12.1 Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 44. 4.12.2 Employers Liability Insurance with limits of$100,000 per Accident, $500,000 8 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Disease, policy limits,$100,000 Disease each employee. 4.12.3 Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations,and owned,hired or non-owned vehicles,with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or $300,000 combined single limit. 4.12.4 Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of Laserfiche or any of its employees,agents or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 per Person, $500,000 per Occurrence, $200,000 Property Damage or$500,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract 4.12.5 Professional Liability Insurance or Engineer's Errors and Omissions insurance of$300,000 per occurrence and $500,000 annual aggregate. If the policy is a "claims made" policy, Laserfiche shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. 4.12.6 Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost.The minimum limits acceptable is:$1,000,000. 4.12.7 Subscriber shall be named as an additional insured with respect to Laserfiche's liabilities hereunder in insurance coverages identified in Sections 4.12.3 and 4.12.4. 4.12.8 Laserfiche shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of Laserfiche if so required by Subscriber during the term of this Agreement, provided Laserfiche approves of such increased limits in writing. Subscriber will not pay for increased limits of insurance for subcontractors. 4.12.9 Laserfiche shall provide to Subscriber such certificates of insurance for those policies naming Subscriber as an additional insured. 4.13 Public Entities Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes,for 9 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Supplement, Laserfiche represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto,and may result in debarment from Subscriber's competitive procurement activities. In addition to the foregoing, Laserfiche further represents that there has been no determination, based on an audit,that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime"and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Laserfiche has been placed on the convicted vendor list. Laserfiche will promptly notify Subscriber if it or any subcontractor is formally charged with an act defined as a "public entity crime"or has been placed on the convicted vendor list. 4.14 Maintenance of Records. Laserfiche shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by Subscriber determines that monies paid to Laserfiche pursuant to this Agreement were spent for purposes not authorized by this Agreement,or were wrongfully retained by Laserfiche, Laserfiche shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by Subscriber. 4.15 Authority. Each party represents and warrants to the other that the execution,delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as applicable, and as required by law. 4.16 Covenant of No Interest. Laserfiche and Subscriber covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 4.17 Code of Ethics. Subscriber agrees that its officers and employees recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. In accordance with Section 5(b)Monroe County Ordinance No.010-1990, Laserfiche warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No.020-1990. For breach or violation of this provision Subscriber may,in its discretion,terminate this contract without liability and may also,in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, 10 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 commission, percentage,gift, or consideration paid to the former Subscriber officer or employee. 4.18 No Solicitation/Payment. Laserfiche and Subscriber warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,commission, percentage,gift,or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, Laserfiche agrees that Subscriber shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed,or otherwise recover,the full amount of such fee, commission, percentage, gift, or consideration. 4.19 Public Records Compliance. Laserfiche must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.Subscriber and Laserfiche shall allow and permit reasonable access to,and inspection of,all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes,and made or received by Subscriber and Laserfiche in conjunction with this contract and related to contract performance. Subscriber shall have the right to unilaterally cancel this contract upon violation of this provision by Laserfiche. Failure of Laserfiche to abide by the terms of this provision shall be deemed a material breach of this contract and Subscriber may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of this Agreement. Laserfiche is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement, Laserfiche is required to: (1) Keep and maintain public records that would be required by Subscriber to perform the service. (2) Upon receipt from Subscriber's custodian of records, provide Subscriber with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if Laserfiche does not transfer the records to Subscriber. (4) Upon completion of the Agreement, transfer, at no cost, to Subscriber all public records in possession of Laserfiche or keep and maintain public records that would be required by the Laserfiche to perform the service. If Laserfiche transfers all public records to Subscriber upon completion of the Agreement, Laserfiche shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Laserfiche keeps and maintains public records upon completion of the Agreement, Laserfiche shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Subscriber, upon request from Subscriber's custodian of records, in a format that is compatible with the information technology systems of Subscriber. 11 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 (5)A request to inspect or copy public records relating to a Subscriber contract must be made directly to Subscriber, but if Subscriber does not possess the requested records, the Subscriber shall immediately notify Laserfiche of the request,and Laserfiche must provide the records to Subscriber or allow the records to be inspected or copied within a reasonable time. If Laserfiche does not comply with Subscriber's request for records, the Subscriber shall enforce the public records contract provisions in accordance with the Agreement, notwithstanding the Subscriber's option and right to unilaterally cancel this contract upon violation of this provision by Laserfiche. If Laserfiche fails to provide the public records to Subscriber or pursuant to a valid public records request within a reasonable time, Laserfiche may be subject to penalties under section 119.10, Florida Statutes. Laserfiche shall not transfer custody, release,alter,destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF LASERFICHE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO LASERFICHE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street,SUITE 408, KEY WEST, FL 33040. 5.0 Laserfiche Proprietary and Other Rights 5.1 Laserfiche Ownership Rights. All right, title and interest in and to the Laserfiche Cloud, Laserfiche Cloud Product Components, Laserfiche Software, and Laserfiche's Confidential Information, and any modifications, enhancements and improvements thereto, including all Intellectual Property Rights therein, are and at all times shall remain the sole and exclusive property of Laserfiche and its licensors,and shall be subject to the terms and conditions of this Agreement. This Agreement does not convey any rights of ownership. No rights are granted hereunder other than as expressly set forth in Section 7 of this Agreement. No implied licenses are granted by us. 5.2 Feedback. Subscriber has no obligation to provide any suggestion, enhancement request, recommendation, correction or other feedback relating to the operation of the Services Environment, Laserfiche Cloud or any Laserfiche Software, Laserfiche Product Component, or Laserfiche Content (collectively, "Feedback"). Subscriber grants us and our Affiliates a worldwide, perpetual, irrevocable, transferable, royalty-free and fully-paid license to use and incorporate into, and distribute as a part of, Laserfiche Cloud, Laserfiche Software or any other products, services or content, any Feedback that Subscriber or Users voluntarily provide to Laserfiche or its Affiliates. Laserfiche has no obligation to respond to Feedback or to incorporate Feedback into the Services Environment, Laserfiche Cloud or any Laserfiche Software, Laserfiche Product Component, or Laserfiche Content. Notwithstanding anything in this Section, Laserfiche will not utilize such Feedback to imply endorsement by Subscriber from such Feedback unless explicit consent for such purposes has been obtained from Subscriber. 5.3 Administrative Tools & Administrative Information. Subscriber agrees that Laserfiche may use tools, scripts, software, and utilities (collectively, the "Administrative Tools") to monitor and administer Laserfiche Cloud,the Subscriptions,and the Services Environment,and to help resolve Subscriber's service requests. The Administrative Tools will not collect or store any of Subscriber Content residing in the Services Environment, except as necessary to provide Laserfiche 12 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Cloud,the Subscriptions, and the Services Environment and/or troubleshoot service requests or other problems with Laserfiche Cloud, the Subscriptions, and the Services Environment. Subscriber further agrees that information collected by the Administrative Tools (excluding Subscriber Content) ("Administrative Information") may also be used to assist in managing Laserfiche's product and service portfolio, to assist Laserfiche address deficiencies in its product and service offerings, and for license management and the management of Laserfiche Cloud, the Subscriptions, and the Services Environment. Laserfiche retains all Intellectual Property Rights in and to Administrative Information. If any rights in or to any Administrative Information vests in Subscriber, Subscriber hereby unconditionally and irrevocably assigns to Laserfiche all worldwide Intellectual Property Rights and other proprietary rights to such Administrative Information, and if such assignment cannot (as a matter of law) be made, Subscriber hereby licenses all such Administrative Information to Laserfiche to use, incorporate, and distribute in any manner Laserfiche sees fit on a worldwide, perpetual, irrevocable,transferable, royalty-free and fully paid-up basis. 5.4 Service Analyses. Laserfiche may(i)compile statistical and other information related to the performance, operation and use of Laserfiche Cloud, the Subscriptions, and the Services Environment,and(ii)use data from Laserfiche Cloud,the Subscriptions,and the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as "Service Analyses"). Laserfiche may make Service Analyses publicly available; however, Service Analyses will not incorporate Subscriber Content or Subscriber Confidential Information in a form that identifies Subscriber or any individual, and Service Analyses do not constitute Personal Data. Laserfiche retains all Intellectual Property Rights in and to Service Analyses. If any rights in or to any Service Analyses vests in Subscriber, Subscriber hereby unconditionally and irrevocably assigns to Laserfiche all worldwide Intellectual Property Rights and other proprietary rights to such Service Analyses, and if such assignment cannot (as a matter of law) be made, Subscriber hereby licenses all such Service Analyses to Laserfiche to use, incorporate, and distribute in any manner Laserfiche sees fit on a worldwide, perpetual, irrevocable,transferable, royalty-free and fully paid-up basis. 5.5 Artificial Intelligence("Al")&Robotic Process Automation("RPA"). To the extent a Laserfiche Product Component incorporates algorithms for machine learning, RPA or other artificial intelligence-related purposes, Subscriber agrees that Laserfiche may use Subscriber Content for training, improving, and developing such algorithms. Our algorithms will not incorporate Subscriber Content or Subscriber Confidential Information in a form that identifies Subscriber or any individual. Laserfiche retains all Intellectual Property Rights in and to such algorithms; any work produced and generated by RPA or Al, including configuration and process design, shall be treated as if it were produced by Laserfiche and shall become part of and be included as Laserfiche Product Component or Laserfiche Content, as applicable. 5.6 Laserfiche API. To the extent you choose to utilize the Laserfiche API functionality, the Laserfiche API License Agreement is hereby incorporated by reference. A copy of the API License Agreement is available upon request. 6.0 Term;Termination. This Agreement commences on the Effective Date and continues until all of Subscriber's Laserfiche Cloud Subscriptions have expired or have been terminated. 6.1 Term of Purchased Subscriptions. The term of each Subscription will be as specified in the applicable order (a "Subscription Term"). With respect to each Subscription, except for Evaluation Products (see Section 7.2), the Subscription Term will automatically renew for one year, effective on the first day after the end of the previous Subscription Term (the"Renewal Date"),unless 13 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Subscriber gives us written notice of Subscriber's election not to renew that Subscription ("Notice of Non-Renewal")at least 30 days before the Renewal Date. Subscriptions for which Subscriber has given Notice of Non-Renewal will terminate as of 12:01 a.m. Pacific Time on the day following the last day of the expiring Subscription Term. The per-unit pricing during any renewal Subscription Term will be at Laserfiche's then-current pricing for that Subscription at the time of renewal. 6.2 Termination for Cause. Without prejudice to any other remedies, each party will have the right to terminate this Agreement upon written notice if the other party fails to cure any material breach of this Agreement within 15 calendar days after receiving written notice of such breach, provided, that the period to cure a breach with respect to Subscriber's payment obligations will be 10 days. Material breaches include non-payment or any violation of law or the confidentiality obligations set forth in Section 14. 6.3 Access Post Termination. Upon Subscriber's written request prior to termination, Subscriber will have 30 days immediately following termination (the "Wind Down Period") to export or download Subscriber Content. After the Wind Down Period,we will have no obligation to maintain or provide any of Subscriber Content at any time and reserve the right to delete or destroy Subscriber Content in connection with Subscriber's Account or that is otherwise in our possession or control, unless prohibited by law. After termination, Subscriber will be charged our then-current rates for downloading Subscriber Content during the Wind Down Period. 6.4 Miscellaneous. From and after termination or expiration of this Agreement: (i) except for the licenses granted in Sections 5 and 7 and, subject to Section 6.3, all rights and licenses granted by one party to the other will immediately cease; (ii) any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties; and (iii)all fees and any other monies due to Laserfiche by Subscriber will become immediately due and payable. Without limiting Section 6.4(ii), the following Sections shall survive any termination or expiration of this Agreement: 1,3(to the extent Subscriber owes us any fees as of termination or expiration of this Agreement), 4, 5, 6.3, 6.4, 7.3, 9, and 10 through 19. 6.5 Termination for Certain Florida Statutes. 6.5.1 Contracts of Any Amount. For contracts of any amount, if Subscriber determines that Laserfiche has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, Subscriber shall have the option of(1)terminating this Agreement after it has given Laserfiche written notice and an opportunity to demonstrate Subscriber's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes and subject to Section 6.2 herein, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 6.5.2 Contracts of $1,000,000 or more. For contracts of $1,000,000 or more, if Subscriber determines that Laserfiche submitted a false certification under Section 287.135(5), Florida Statutes, or if Laserfiche has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, Subscriber shall have the 14 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 option of(1)terminating this Agreement after it has given Laserfiche written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes and subject to Section 6.2 herein,or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 7.0 Limited License Grants by Laserfiche 7.1 Limited License Grants 7.1.1 Laserfiche Cloud Product Components. Subject to the terms and conditions of this Agreement(including timely payment of the applicable Subscription fees),we grant Subscriber a limited, revocable, non-exclusive, non-sublicensable, non-transferable right, during the applicable Subscription Term, to remotely access and use Laserfiche Cloud Product Components in the Services Environment and solely in accordance with this Agreement in conjunction with: (a) Product Components licensed or subscribed by Subscriber, and (b)Subscriber Content that complies with this Agreement. Subscriber's right to use Laserfiche Cloud Product Components will terminate upon the earlier of(i)the end of Subscriber's access to Laserfiche Cloud on the date on which Subscriber's right to use the Laserfiche Cloud Product Component ends as set forth in the order or(ii)termination due to a violation of this Agreement as it relates to such Laserfiche Cloud Product Component. 7.1.2 Laserfiche Self-Hosted Product Components. Laserfiche Self-Hosted Product Components are not licensed under this Agreement. Any Laserfiche Self-Hosted Product Component Subscriber has licensed is subject to the applicable Laserfiche Self-Hosted License Agreement that governs the use of such Laserfiche Self-Hosted Product Component. Subscriber acknowledges and agrees that any use by Subscriber or any User of any Laserfiche Self-Hosted Product Component with any Laserfiche Cloud Product Component shall be solely during the Subscription Term for such Laserfiche Cloud Product Component and in compliance with the applicable Laserfiche Self- Hosted License Agreement and this Agreement. 7.1.3 Laserfiche Content. Laserfiche Content is not licensed under this Agreement. The Terms of Use posted on the Laserfiche Site sets forth Subscriber's and Users' right to access and use Laserfiche Content. Subscriber acknowledges and agrees that any use by Subscriber or Users of any Laserfiche Content with Laserfiche Cloud shall comply with such Terms of Use and this Agreement. 7.2 Evaluation License. Subscriber's use of any Evaluation Product is only permitted: (a) for the period limited by the license key or otherwise stated by us in writing ("Evaluation Period"), and (b) by Subscriber's employees, contractors, and consultants for no purposes other than demonstration of the capabilities of the Evaluation Product to prospective licensees or evaluation and testing of the Evaluation Product for suitability. No Evaluation Product may be used in a production environment. An Evaluation Product is licensed "AS-IS" without support or warranty (including any service level provided in Section 4.5 and warranty provided in Section 10) of any kind, expressed or implied. Laserfiche does not assume any liability arising from any use of the Evaluation Product. Subscriber may not publish any results of benchmark tests run on the Evaluation Product without first obtaining written approval from us. Subscriber's receipt of the Evaluation Product does not constitute a license to use (other than as permitted in this Section), sell, distribute, or commercialize the Evaluation Product. No compensation will be paid to Subscriber for any use of the Evaluation Product. Subscriber authorizes Laserfiche and its Affiliates, and their respective sublicensees to use, in any manner(including in any products or services)and without any duty of accounting or other obligation 15 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 whatsoever, any feedback or ideas Subscriber or any User provides to us in connection with Subscriber's use of the Evaluation Product. In addition to the restrictions set forth in this Section 7 and this Agreement,Subscriber shall not attempt to circumvent,dismantle or otherwise interfere with any time-control disabling functionality in the Evaluation Product that causes the Evaluation Product to cease functioning upon the expiration of the Evaluation Period. With respect to Evaluation Products, except to the extent this Section modifies this Agreement, all other provisions stand and remain unaltered. Laserfiche reserves the right to terminate the licenses granted under this Section with respect to any Evaluation Product prior to the end of the Evaluation Period for any breach of this Agreement or other cause. At the end of the Evaluation Period, Subscriber's access to the Evaluation Product will be automatically terminated, with or without notice, unless Subscriber elects to license the services on a paid subscription basis at least two business days prior to the end of the Evaluation Period. This Section shall apply only with respect to Evaluation Products. 7.3 Unauthorized Use or Misuse of Laserfiche Cloud, Laserfiche Software or Product Components. Neither Subscriber nor any User may use Laserfiche Cloud or any Subscription in any manner or for any purpose other than as expressly permitted by this Agreement. Subscriber may not nor shall Subscriber allow any third party(including any User)to:(a)modify,alter,tamper with,repair, or otherwise create derivative works of any Laserfiche Software or Product Component that may be accessible through Laserfiche Cloud; (b) except to the extent explicitly permitted by applicable law notwithstanding this limitation, reverse engineer, disassemble, or decompile any Laserfiche Software or Product Component or apply any other process or procedure to derive the source code of any Laserfiche Software or Product Component, or (c) access or use any Laserfiche Software or Product Component in a way intended to avoid incurring fees or exceed usage limits or quotas. All licenses granted to Subscriber in this Agreement are conditioned on Subscriber's continued compliance with this Agreement,and such licenses will terminate in accordance with this Agreement if Subscriber does not comply with any term or condition of this Agreement. During and after any Subscription Term, Subscriber will not assert, nor will Subscriber authorize,assist, or encourage any third party to assert, against us or any of our Affiliates, Laserfiche Cloud Solution Providers, AWS, Laserfiche authorized resellers, or our licensors, any patent infringement or other intellectual property infringement claim regarding Laserfiche Cloud, any Product Component, or any Laserfiche Software. Subscriber may not use any trademark of Laserfiche without our express, prior written permission. 8.0 Data Protection; Data Center Region 8.1 Laserfiche's Data Processing Agreement(the"DPA"),which is available upon request and incorporated herein by reference, describes the parties' respective roles for the processing and control of Personal Data that Subscriber provides to Laserfiche as part of subscribing to Laserfiche Cloud. 8.2 To the extent Subscriber Content includes Personal Data (as defined in the DPA), Subscriber agrees that Subscriber will be the data controller and Laserfiche will be the data processor. The parties will comply with the applicable, executed version of the DPA associated with Subscriber's Account, unless otherwise stated in Subscriber's order. 8.3 Subscriber elects the Data Center Region in which Subscriber's Services Environment will reside if other than the United States of America. Laserfiche will provide production and failover systems in the Data Center Region. Laserfiche and its Affiliates may perform certain aspects of Laserfiche Cloud, such as service administration and support, as well as other services (including professional services and disaster recovery), from locations, worldwide. If Subscriber is a U.S., state or local government entity, the foregoing shall not apply and Subscriber's Services Environment will 16 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 reside solely in a Data Center within the United States of America. 9.0 Infringement Indemnification. Laserfiche will defend,at its own expense,any claim or action against Subscriber or its Affiliates brought by a third party to the extent that the action is based upon a claim that the Laserfiche Software or Laserfiche Content infringes any copyrights or misappropriate any trade secrets of such third party, and Laserfiche will pay those costs (including reasonable attorneys'fees)and damages finally awarded against Subscriber or its Affiliates in any such action that are specifically attributable to such claim or those costs (including reasonable attorneys' fees) and damages agreed to by Laserfiche in a monetary settlement of such action. The foregoing obligations are conditioned on Subscriber notifying Laserfiche promptly in writing of such action,giving Laserfiche sole control of the defense thereof and any related settlement negotiations, and at Laserfiche's reasonable request and expense,cooperating and assisting in such defense. If the Laserfiche Software or Laserfiche Content becomes, or in Laserfiche's opinion is likely to become, the subject of an infringement claim, or if Laserfiche is enjoined or, in Laserfiche's opinion is likely to be enjoined,from making available any Laserfiche Software or Laserfiche Content, or Laserfiche Cloud, Laserfiche may, at its option and expense, either(a) procure for Subscriber the right to continue exercising the rights licensed hereunder with respect to Laserfiche Cloud or such Laserfiche Software or Laserfiche Content; (b) replace or modify the Laserfiche Software or Laserfiche Content so that Laserfiche Cloud or such Laserfiche Software or Laserfiche Content, becomes non-infringing; or (c) refund to Subscriber any fees paid in advance by Subscriber for any unused portion of the then-current Subscription Term for Laserfiche Cloud that relates to the infringing Laserfiche Software or Laserfiche Content, whereupon Laserfiche may terminate the applicable Subscription(s) upon written notice to Subscriber. Notwithstanding the foregoing, Laserfiche will have no obligation under this Section or otherwise with respect to any infringement or misappropriation claim (each, an "Excluded Claim") (i)based upon the use of a superseded release of the Laserfiche Software or Laserfiche Content, if the claim would have been avoided by the use of the current release, (ii)that is pending or threatened against Subscriber as of the Effective Date, (iii) based upon any modification of Laserfiche Cloud or such Laserfiche Software or Laserfiche Content by any person other than Laserfiche, (iv) based upon the use, operation, or combination of Laserfiche Cloud or such Laserfiche Software or Laserfiche Content with software programs, data, equipment, materials or business processes not provided by Laserfiche, if the claim would have been avoided by the use of Laserfiche Cloud or such Laserfiche Software or Laserfiche Content without such software programs, data, equipment, materials, or business processes, or (v) based upon Subscriber Content, or the incorporation or interaction of Subscriber Content in or with Laserfiche Cloud or the Services Environment if the claim would not have arisen but for Subscriber Content or the incorporation or interaction of Subscriber Content in or with Laserfiche Cloud or the Services Environment, or (vi) based upon or in relation to the use of any Evaluation Product. This Section states Laserfiche's entire liability and Subscriber's sole and exclusive remedy for infringement and misappropriation claims and actions. Subscriber may participate and retain its own counsel at its own expense. For the purposes of this Section 9, costs (including reasonable attorneys' fees) and damages finally awarded against Subscriber's Affiliates as a result of a relevant third-party claim shall be deemed to be suffered by Subscriber directly. 10.0 Disclaimers 10.1 WITHOUT LIMITING LASERFICHE'S SLA OBLIGATIONS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT LASERFICHE CLOUD AND THE SERVICES ENVIRONMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT WARRANT THAT LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT, OR SERVICES PROVIDED BY US OR OUR AFFILIATES WILL BE PROVIDED OR PERFORMED ERROR-FREE OR 17 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 UNINTERRUPTED, THAT WE WILL CORRECT ALL ERRORS, OR THAT ANY OF THE FOREGOING WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM SUBSCRIBER CONTENT,THIRD-PARTY CONTENT OR THIRD-PARTY PRODUCTS. IN ADDITION, LASERFICHE PRODUCT COMPONENTS THAT INCORPORATE BOTS, AUTOMATED TOOLS, OR ALGORITHMS FOR MACHINE LEARNING, RPA OR OTHER ARTIFICIAL INTELLIGENCE-RELATED PURPOSES ARE EXCLUDED FROM THE SLA. 10.2 SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THE SLA ARE SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF LASERFICHE CLOUD AND THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT, AND THE SERVICES PROVIDED BY US OR OUR AFFILIATES. 10.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS), MAKE NO REPRESENTATIONS,WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, REGARDING LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING. 10.4 NOTWITHSTANDING LASERFICHE'S USE OR INTEGRATION OF APIS PROVIDED BY THIRD PARTIES ("THIRD PARTY APIS") IN CONNECTION WITH SUBSCRIBER'S USE OF THIRD-PARTY CONTENT OR THIRD-PARTY PRODUCTS,WE ARE NOT RESPONSIBLE FOR:(A)ANY ISSUES THAT ARISE FROM SUBSCRIBER'S USE OF SUCH THIRD-PARTY CONTENT,THIRD PARTY PRODUCTS,THIRD PARTY APIS, (B) ANY ERRORS, INACCURACIES, INCOMPLETENESS, NON-AVAILABILITY OR INTERRUPTIONS, CORRUPTION, OF OR IN THIRD-PARTY CONTENT,THIRD-PARTY PRODUCTS, OR THIRD PARTY APIS, OR (C) ANY CHANGES TO THE FEATURES OR SPECIFICATIONS, OF ANY SUCH THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, OR THIRD PARTY APIS. LASERFICHE IS NOT OBLIGATED TO MAINTAIN OR SUPPORT ANY THIRD-PARTY APIS, THIRD-PARTY CONTENT OR THIRD-PARTY PRODUCTS. SUBSCRIBER ASSUMES ALL RISK ARISING FROM THE USE OF ANY SUCH THIRD-PARTY APIS,THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES. 11.0 Limitations of Liability 11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL LASERFICHE OR ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) BE LIABLE TO SUBSCRIBER, SUBSCRIBER'S AFFILIATES, OR ANY USER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,OR FOR LOSS OF PROFITS,SALES, BUSINESS OPPORTUNITIES, REVENUES, GOODWILL, REPUTATION, INFORMATION OR DATA, OR COSTS OF SUBSTITUTE SOFTWARE, PRODUCTS, OR SERVICES, REGARDLESS OF WHETHER LASERFICHE OR ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, 18 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 AND WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT,OR ON ANY OTHER LEGAL OR EQUITABLE THEORY,ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING. 11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE CUMULATIVE LIABILITY OF LASERFICHE FOR ANY AND ALL DAMAGES SUFFERED BY SUBSCRIBER, SUBSCRIBER'S AFFILIATES, AND USERS, AND ANYONE ELSE, ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT,SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING, WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY,EXCEED THE TOTAL AMOUNT OF FEES SUBSCRIBER PAYS LASERFICHE FOR THE APPLICABLE LASERFICHE CLOUD SUBSCRIPTION GIVING RISE TO THE LIABILITY LIMITED TO THE AMOUNT ACTUALLY PAID DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT SUBSCRIBER PROVIDES LASERFICHE WRITTEN NOTICE OF AN EXISTING OR POTENTIAL CLAIM OR SUIT AGAINST IT. THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS SECTION 11.2 SHALL NOT APPLY TO CLAIMS ARISING OUT OF WILLFUL MISCONDUCT OR FRAUD. 12.0 Basis of Bargain. The warranty disclaimers in Section 10 and limitations of liability set forth in Section 11 are fundamental elements of the basis of the agreement between Laserfiche and Subscriber. The limitations of liability in Section 11 shall apply notwithstanding the failure of any essential remedy. Laserfiche would not be able to provide Laserfiche Cloud, the Cloud Services and the Services Environment on an economic basis without such limitations. The warranty disclaimers and limitations of liability inure to the benefit of Laserfiche's representatives. 13.0 Modifications to Additional Policies and the Agreement. Subscriber agrees that we or our Affiliates may modify this Agreement or any Additional Policy at any time by posting a revised version of the Agreement or such Additional Policy on the Laserfiche Site. The revised terms of the Agreement or Additional Policy, as applicable, will be effective upon, and deemed to be incorporated into this Agreement as of,the earlier to occur of(a) 30 days after posting or(b) if we provide a mechanism for Subscriber's immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button, Subscriber's acceptance. By continuing to use or receive Laserfiche Cloud, the Services Environment, or any Subscription that uses Laserfiche Cloud or the Services Environment, after the effective date of any revisions to the Agreement or such Additional Policy, Subscriber agrees to be bound by the revised Agreement or Additional Policy, as applicable. Any other modification of this Agreement must be in writing and executed by both parties. 14.0 Confidentiality and Publicity. Each party will use each other's Confidential Information only as permitted under this Agreement. Neither party will disclose the other party's Confidential Information during the Subscription Term or at any time during the seven-year period following any termination of this Agreement unless required by applicable law. If the receiving party believes disclosure of Confidential Information is required by applicable law, it will not disclose such information without first giving the disclosing party at least 5 business days' notice in writing. Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the other party's Confidential Information, including,at a minimum,those measures it takes to protect its own confidential information of a similar nature. Neither party will issue any press release or make 19 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 any other public communication with respect to this Agreement or the use of Laserfiche Cloud without the other party's prior written authorization and approval of the content of the proposed statement or communication. 15.0 Force Majeure. Any delay or failure of either party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such party's control,without such party's fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen,was unavoidable: (a)acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the project; (c)war, invasion, hostilities (whether war is declared or not),terrorist threats or acts, riot, or other civil unrest in the geographic area of the project; (d)government order or law in the geographic area of the project; (e)actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the project;(each, an "Uncontrollable Circumstance"). Laserfiche's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Laserfiche under this Section. Laserfiche shall give Subscriber written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Laserfiche shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. Subscriber will not pay additional cost as a result of an Uncontrollable Circumstance. Laserfiche may only seek a no cost extension for such reasonable time as Subscriber may determine. This Section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Subscriber's obligation to pay us for Subscriber's Subscriptions. 16.0 No Intended Third-Party Beneficiaries. This Agreement does not create or intend any third- party beneficiary rights in any individual or entity that is not a party to this Agreement, except as otherwise expressly provided in this Agreement. 17.0 Export. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to Laserfiche Cloud. These export laws govern the use of Laserfiche Cloud (including technical data)and any deliverables provided under this Agreement, and Subscriber agrees to comply with all such export laws and regulations (including "deemed export" and "deemed re- export" regulations). Subscriber agrees that no Laserfiche Product Component, Laserfiche Software, or Laserfiche Content, may be exported,directly or indirectly, in violation of these laws,or will be used for any prohibited purpose. Subscriber acknowledges that Laserfiche Cloud is designed with capabilities for Subscriber and Users to access Laserfiche Cloud without regard to geographic location and to transfer or otherwise move Subscriber Content between Laserfiche Cloud and other locations. Subscriber is solely responsible for the authorization and management of User Accounts across geographic locations, as well as export control and geographic transfer of Subscriber Content. 18.0 Notice 18.1 All written correspondence to Subscriber shall be dated and signed by an authorized representative of Laserfiche. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to Subscriber by certified mail, return receipt requested,to the following: . Alan MacEachern 20 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 IT Director Monroe County BOCC Information Technology 102050 Overseas Highway, MM 102.5 Key Largo, FL 33037 And: Mr. Roman Gastesi,Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 18.2 To give us notice under this Agreement, Subscriber must contact Laserfiche as follows:(a)by facsimile transmission to the fax number posted on the Laserfiche Site for the applicable Laserfiche entity Subscriber contracted with, attention Legal Department; or(b) by personal delivery, overnight courier or registered or certified mail to the applicable Laserfiche entity Subscriber contracted with,attention Legal Department,at the address specified for such Laserfiche entity on the Laserfiche Site. Licensee may also notify us by sending an email to rock s„( „Ig_ p.rjJche cc�m directed to the attention of the Legal Department, provided that Licensee shall also provide a copy of such notification using the methods described in sub-clause (a)or(b) hereof. We may update the facsimile number,email address, or address for notices to us by posting a notice on the Laserfiche Site or giving Subscriber notice in accordance with this subsection 18.1. Notices will be effective on the second business day following their receipt by Laserfiche. 19.0 Miscellaneous 19.1 Waiver; Severability. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. All waivers by Laserfiche must be in writing to be effective. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. Subscriber and Laserfiche agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 19.2 Entire Agreement and Order of Precedence. This Agreement, along with the applicable order, and the Additional Policies, is the entire agreement between us regarding Subscriber's use of Laserfiche Cloud Subscriptions and the Services Environment, and supersedes all prior and contemporaneous agreements,proposals or representations,written or oral,concerning the Laserfiche Cloud Subscription and the Services Environment. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable order, but solely with respect to the Laserfiche Cloud Subscriptions and the Services Environment, (2) this Agreement, and (3) the Additional Policies. Any additional or different terms proposed by Subscriber in any purchase order or communication shall be deemed material, are objected to, and are hereby rejected except to extent specifically set forth in an order or accepted in writing by an authorized representative of Laserfiche. Any agreement between Subscriber and Laserfiche's authorized reseller or distributor:(a)does not modify the terms and conditions of this Agreement,the applicable order, or any Additional Policy, and (b) does not create obligations for, or otherwise bind, 21 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche. 19.3 Limitation on Actions. To the extent permitted by applicable law, any suit, claim, action or proceeding based on or related to this Agreement, its terms or conditions, including the SLA, or arising out of its performance or breach, whether in contract or tort, must be instituted by Subscriber against us within one (1) year after the occurrence of any one or more of the acts, omissions, facts, conduct, events, claims or allegations upon which the action, proceeding or claim is based. Accordingly,Subscriber waives the benefit of any statute of limitations which specifies a period longer than one(1)year for filing an action or proceeding. 19.4 Governing Law,Arbitration,Jurisdiction and Venue. 19.4.1 This table identifies the law that governs the Agreement and the specific arbitration venue that has exclusive jurisdiction over any claim arising under this Agreement. Except as otherwise specified below, Subscriber and Laserfiche agree to arbitrate any and all disputes in any way related to this Agreement by final and binding arbitration as set forth below. Subscriber further waives the right to bring a class action against Laserfiche, or to serve as a representative of a class in a class action against Laserfiche, whether in arbitration or in court. This Agreement will not be governed by the following, the application of which is hereby expressly excluded: (x) the conflict of law rules of any jurisdiction, (y)the United Nations Convention on Contracts for the International Sale of Goods, and (z)the Uniform Computer Information Transactions Act, as enacted in any jurisdiction. All proceedings will be held and a transcribed record prepared in English. The number of arbitrators shall be one(1). The seat,or legal place,of arbitration shall be as indicated below.The award rendered by the arbitrator shall include costs of arbitration,reasonable attorneys'fees and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, nothing in this Agreement will be deemed to prevent Laserfiche from seeking injunctive relief(or any other provisional remedy)from any court of competent jurisdiction as necessary to protect its rights pursuant to this Agreement. The prevailing party in any suit will recover its reasonable attorneys'fees and costs, including expert costs,from the other party. Laserfiche Contracting Entity Country or Governing Law Arbitration Territory based on Subscriber's address Compulink Management United States and State of The arbitration will be Center, Inc. its territories, Latin California, heard at American 3443 Long Beach Blvd. America, or the United States of Arbitration Association Long Beach, CA 90807 USA Caribbean or any America ("AAA")offices in Los other territory or Angeles County, country not California in accordance captured by entities with AAA's Commercial below Arbitration Rules in effect at the time of the arbitration. 22 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche Contracting Entity Country or Governing Law Arbitration Territory based on Subscriber's address Laserfiche Strategic Services Canada State of The arbitration will be Canada Inc. California, heard at AAA offices in 306, 1 Valleybrook Drive, United States of Los Angeles County, North York,Toronto, Ontario America California in accordance M3132S7 CANADA with AAA's Commercial Arbitration Rules in effect at the time of the arbitration. Laserfiche International Asia and Australia Hong Kong The arbitration will be Limited heard at the Hong Kong 2301, Westlands Centre, 20 International Arbitration Westlands Road, Quarry Bay, Centre in accordance HONG KONG with its Domestic Arbitration Rules in effect at the time of the arbitration. Laserfiche Ireland Ltd United Kingdom, Laws of the The arbitration will be 2nd Floor, Palmerston House European Economic Republic of heard in Dublin, Ireland Denzille Lane Area (EEA), and Ireland at the Dublin Dublin 2, DO2 WD37 Eastern Europe International Arbitration IRELAND Centre in accordance with its rules in effect at the time of the arbitration. 19.4.2 Subscriber is a U.S., state, or local government entity so subsection 19.4.1 above shall not apply. This Agreement is governed by the laws of the State of Florida. Any action to enforce this Agreement must be brought in the State of Florida. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County, Florida. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights. 19.4.3 Attorney's Fees and Costs. Subscriber and Laserfiche agree that in the event that any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees,court costs,investigative,and out-of-pocket expenses,as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of- pocket expenses in appellate proceedings. 19.4.4 Adjudication of Disputes or Disagreements. Subscriber and Laserfiche agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties,then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of concerning termination or cancellation. 23 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 19.4.5 Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, BOCC and LASERFICHE agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. BOCC and LASERFICHE specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19.5 Legal Effect. This Agreement describes certain legal rights. Subscriber may have other rights under the laws of Subscriber's state or country. This Agreement does not change Subscriber's rights under the laws of Subscriber's state or country if the laws of Subscriber's state or country do not permit it to do so. This includes the Freedom of Information Act (FOIA)and related or equivalent regulations, as applicable. 19.6 Assignment. Neither this Agreement, nor the rights or obligations arising under this Agreement,are assignable by Subscriber,and any such attempted assignment or transfer shall be void and without effect. We may not assign or subcontract our obligations under this agreement, except with the prior written approval of Subscriber, which approval shall be subject to such conditions and provisions as Subscriber may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the preceding sentences of this Section 19.6,this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.. 19.7 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.As used in this Agreement,the word "including" or "include(s)" means "including but not limited to." Subscriber agrees that this Agreement will not be construed against Laserfiche by virtue of having drafted them.The official text of this Agreement(and any applicable order or Additional Policy, amendment, or notice submitted hereunder) will be in English. Les parties reconnaissent qu'elles ont exige que la presente convention soit redigee en language anglaise seulement. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language. 19.8 Electronic Conduct of Business. Each party agrees to transact business by electronic means, including but not limited to transmittal of notices and execution of additional documents, if any, related to this Agreement. 19.9 Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of Subscriber and Laserfiche and their respective legal representatives, successors, and assigns. 19.10 Nondiscrimination. Laserfiche and Subscriber agree that there will be no discrimination against any person,and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,effective the date of the court order. Laserfiche or Subscriber agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)Title IX of the Education Amendment of 1972,as amended (20 USC ss. 1681-1683,and 1685- 24 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975,as amended (42 USC ss.6101-6107)which prohibits discrimination on the basis of age;5)The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,Article II,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of, this Agreement. 19.11 Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of Laserfiche and Subscriber in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by Subscriber be required to contain any provision for waiver. 19.12 Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of Subscriber, when performing their respective functions under this Agreement within the territorial limits of Subscriber shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of Subscriber. 19.13 Legal Obligations and Responsibilities. This Agreement is not intended to, nor shall it be construed as,relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity,in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of Subscriber, except to the extent permitted by the Florida constitution, state statute, and case law. 19.14 Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and Laserfiche and Subscriber agree that neither Laserfiche nor Subscriber or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 19.15 Attestations and Truth in Negotiation. Laserfiche agrees to execute such documents as Subscriber may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, 25 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 and a Drug-Free Workplace Statement. Signature of this Agreement by Laserfiche shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 19.16 No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 19.17 E-Verify System. Beginning January 1, 2021, in accordance with F.S. 448.095, Laserfiche and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Laserfiche during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Laserfiche shall comply with and be subject to the provisions of F.S.448.095. Last updated flfta?9022 26 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 uumo uuum �pv�o�,u iimomw gum ui uuuu inoii� m p��u Laserfiche Data Processing Addendum Effective Date: February 1, 2023 This Data Processing Addendum, including its Annexes and the Standard Contractual Clauses(collectively, the "DPA" or the "Addendum") sets forth the parties obligations with respect to the Processing of Personal Data in connection with Laserfiche's provision of Laserfiche cloud services subscribed by you ("Cloud Services") in accordance with the Laserfiche Cloud Subscription Agreement or other agreement under which Laserfiche provides the Cloud Services to you (the "Laserfiche Cloud Subscription Agreement" or "Agreement") between the party identified as "you" or "Subscriber" in the Agreement and Laserfiche.The term "Laserfiche" and any other capitalized terms utilized in this DPA, but not defined herein, have their respective meanings as set forth in the Laserfiche Cloud Subscription Agreement. This DPA is incorporated into and forms part of the terms and conditions of the Agreement and will remain in force for the duration of the Subscription Term of the Cloud Services. By entering into the Agreement,you enter into this DPA on behalf of yourself and,to the extent required under Applicable Data Protection Law, in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise,the terms"you" and "Subscriber" shall include you, Subscriber and such Permitted Affiliates. 1. Definitions 1.1 "Applicable Data Protection Law" means all data protection and privacy laws and regulations applicable to the Personal Data in question for your respective Laserfiche Cloud Services Data Center region, including, for example, (i) European Data Protection Law and the Swiss DPA, (ii) PIPEDA and any applicable provincial law declared substantially similar to PIPEDA, and (iii) the CCPA. 1.2 "CCPA" means Title 1.81.5. California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100-1798.199) and its implementing regulations, as amended, superseded or replaced (which includes the California Privacy Rights Act or CPRA). 1.3 "Data Subject" means a data subject, consumer, or identified or identifiable natural person. 1.4 "European Data Protection Law" means(i) Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation or"EU GDPR"); (ii)the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal)Act 2018 (the "UK GDPR"); (iii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of(i), (ii) or (iii); (in each case, as may be amended, superseded or replaced from time to time). 1.5 "Laserfiche Affiliate" means the subsidiaries of Compulink Management Center, Inc. that may assist in the performance of the Cloud Services in accordance with this DPA. 1 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 1.6 "Permitted Affiliate" means any Affiliate of Subscriber which: (i) is subject to Applicable Data Protection Law;and (ii) is permitted to use the Cloud Services pursuant to the Agreement, but has not signed its own Agreement with Laserfiche and is not a "Subscriber" as defined under the Agreement. 1.7 "Personal Data" means any personal data, personal information or personally identifiable information (as defined under Applicable Data Protection Law) that Laserfiche processes on behalf of Subscriber in connection with the provision of the Cloud Services, as more particularly described in Annex 1 of this DPA. 1.8 "PIPEDA" means the Canadian Personal Information Protection and Electronic Documents Act, 2000. 1.9 "Restricted Transfer" means: (i)where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data from Switzerland to any other country which is not determined to provide adequate protection for personal data by the Federal Data Protection and Information Commission or Federal Council (as applicable). 1.10 "Standard Contractual Clauses" means: (i) where the EU GDPR or Swiss DPA applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the "International Data Transfer Addendum to the EU Commission Standard Contractual Clauses" issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018("UK Addendum"). 1.11 "Swiss DPA" means the Swiss Federal Act on Data Protection 1992 (including as amended or superseded). 1.12 "Subprocessor" means direct and indirect subcontractors of Laserfiche and Laserfiche Affiliates, which may Process Personal Data in accordance with this DPA, including, without limitation, Laserfiche Solution Providers. For the avoidance of doubt, a Laserfiche employee, independent contractor or consultant is not a Subprocessor. Where applicable, the terms "controller," "business," "processor," "service provider," "data subject," "consumer," "process," "personal data," "personal information," "sell," "share," "business purpose," "commercial purpose," "supervisory authority," "deidentified," "aggregate consumer information," (or any equivalent terms) shall have the meaning ascribed to them under Applicable Data Protection Law. 2. Scope and Applicability of this DPA 2.1 This DPA applies where and only to the extent that Laserfiche processes Personal Data that is subject to Applicable Data Protection Law on behalf of Subscriber as a Processor or a Service Provider(as applicable) in the course of providing the Cloud Services. 2 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 3. Role and Obligations of the Parties 3.1 You acknowledge and agree that with regard to the Processing of Personal Data under this DPA, Laserfiche is the Processor or the Service Provider (as applicable) and you are the Controller or Business (as applicable) of the Personal Data or you have obtained the authorization of relevant Controller(s)or Business(es)to agree to the Processing of Personal Data by Laserfiche as set forth in this DPA. You are responsible for the lawfulness of the instructions you provide to Laserfiche regarding the Processing of Personal Data and compliance with your obligations as a Controller or a Business (as applicable) under Applicable Data Protection Law and in accordance with the features and functionality of the Cloud Services and the Documentation. You will not use the Cloud Services in conjunction with Personal Data to the extent that doing so would violate Applicable Data Protection Law. 3.2 You warrant that you have all the necessary rights to provide the Personal Data to Laserfiche for the Processing to be performed in relation to the Cloud Services. To the extent required by Applicable Data Protection Law, you are responsible for ensuring that any necessary notices to Data Subjects or Consumers (as applicable) are provided and any necessary Data Subject or Consumer(as applicable)consents to this Processing are obtained, and for ensuring that a record of such consents is maintained.You have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which you acquired Personal Data. 3.3 During the Subscription Term, you appoint Laserfiche as a Processor or a Service Provider (as applicable)with respect to the Personal Data you provide to Laserfiche under the Agreement and consent to the use of Subprocessors by Laserfiche in order to allow Laserfiche to fulfill its contractual obligations under the Agreement, in accordance with Section 5 of this DPA. Laserfiche is responsible for compliance with its obligations under this DPA and for compliance with its obligations as a Processor or a Service Provider (as applicable) under Applicable Data Protection Law. Laserfiche is not responsible for determining the requirements of laws applicable to your business or that Laserfiche's provision of Cloud Services meet the requirements of such laws. 3.4 As a Processor or a Service Provider(as applicable), Laserfiche and any Subprocessors,will Process Personal Data solely for the purpose of (i) providing the Cloud Services in accordance with the Agreement and this DPA, as further described in Annex I of this DPA; (ii) complying with your documented written lawful instructions, or (iii) complying with Laserfiche's regulatory or other legal obligations, all in accordance with the terms of this DPA. 3.5 To the extent that any Personal Data is "personal information" subject to the CCPA, Laserfiche shall not further: (i)sell or share the Personal Data, (ii) collect, retain, use, or disclose the Personal Data for any purpose, including a commercial purpose,other than for the specific business purpose of providing the Cloud Services specified in the Agreement or as permitted or required under Applicable Data Protection Law,(iii)retain,use,or disclose the Personal Data outside of the parties' direct business relationship; or (iv) combine Personal Data with personal information that Laserfiche receives from or on behalf of another person, or collects from its own interactions with any other sources, provided that Laserfiche may combine personal information to perform any business purpose as otherwise permitted by the CCPA. Laserfiche certifies that it understands these restrictions and will comply with them. Notwithstanding elsewhere in this DPA,to the extent any Personal Data becomes "deidentified" or in the "aggregate" as those terms are defined under Applicable Data Protection Law, Laserfiche may use such information for any commercial purpose 3 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 in accordance with Applicable Data Protection Law, including but not limited to developing analytics, and may retain, use and disclose such information for such purpose,without restriction. Laserfiche further agrees that: (i) Laserfiche shall comply with applicable obligations under CCPA and provide the same level of privacy protection as is required by CCPA; (ii) you have the right to take reasonable and appropriate steps to help ensure that Laserfiche uses Personal Data in a manner consistent with your obligations under CCPA; (iii) Laserfiche shall notify you if it makes a determination that it can no longer meet its obligations under CCPA; and (iv) you have the right, upon notice,to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data. 3.6 You warrant that Laserfiche's processing of Personal Data in accordance with your instructions will not violate or cause Laserfiche to violate Data Protection Law or third party terms. If Laserfiche reasonably believes that your documented written instructions violate Applicable Data Protection Law, Laserfiche may suspend the performance until you have modified or confirmed the lawfulness of such documented written instructions. If Laserfiche notifies you that either the documented written instructions or the expense for such written instructions are not feasible you may terminate the Cloud Services by providing Laserfiche with a written notice within one month after notification. Laserfiche will refund a prorated portion of any prepaid charges for the period after such termination date. The parties agree that this DPA and the Agreement set out your complete and final instructions to Laserfiche in relation to the Processing of Personal Data and Processing outside the scope of these instructions (if any) shall require prior written agreement between Subscriber and Laserfiche. 4. Cooperation 4.1 Correspondence. To the extent permitted by law, Laserfiche will inform you of(i) requests from Data Subjects or Consumers (as applicable) exercising their rights under Applicable Data Protection Law (including requests to access, restrict, receive and transmit, delete or erase, rectify, or object to Processing of specific Personal Data and right to opt-out from the sale of their personal information as applicable) and (ii) any other correspondence, enquiry or complaint received from a Data Subject, Consumer, regulator or other third party addressed to Laserfiche regarding Personal Data processed by Laserfiche in connection with the Cloud Services (collectively "Correspondence") but only where Laserfiche is made aware that such Correspondence relates to You as a Controller. You will be responsible for responding to such Correspondence. 4.2 Unless required by applicable law, Laserfiche will not respond directly to any Correspondence and will reasonably assist you in responding to such Correspondence to the extent that you are unable to independently access the relevant Personal Data within the Services Environment. In such case, you may submit a "service request" by emailing privacy@ laserfiche.com, and provide detailed written instructions to Laserfiche (including the Personal Data necessary to identify the Data Subject or the Consumer) on how to reasonably assist with such Correspondence in relation to Personal Data held in your Services Environment. To the extent legally permitted, you will be responsible for any costs arising from Laserfiche's provision of such assistance. 4.3 If a Data Subject,a Consumer or a regulator brings a claim directly against Laserfiche for a violation of Data Subject or Consumer rights (as applicable) in connection with Laserfiche's Processing of 4 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Personal Data in accordance with your documented instructions,you will indemnify Laserfiche for any cost, charge, damages, expenses or loss arising from such a claim. 4.4 Data Protection Impact Assessments. To the extent required under Applicable Data Protection Law, Laserfiche shall provide reasonably requested information regarding Laserfiche's Processing of Personal Data under the Agreement to enable you to carry out data protection impact assessments or prior consultations with supervisory authorities as required by Applicable Data Protection Law. 4.5 General cooperation. Each party will reasonably cooperate with the other in any activities contemplated by this DPA and to enable each party to comply with its respective obligations under Applicable Data Protection Law. 5. Laserfiche Affiliates and Subprocessors 5.1 Subject to terms and restrictions set forth in this DPA, you agree and provide a general prior authorization to Laserfiche to engage Subprocessors (including Laserfiche Affiliates) to Process Personal Data on behalf of Laserfiche and assist in the performance of the Cloud Services. A list of Subprocessors currently engaged by Laserfiche are available upon request ("Subprocessor List"). 6. Sub-processors. 6.1 Sub-processor Obligations. Laserfiche will enter into a written agreement with each Subprocessor imposing data protection obligations no less protective of Personal Data as this DPA. Laserfiche remains responsible at all times for and the acts or omissions of its Subprocessors that cause Laserfiche to breach any of its obligations under this DPA. 6.2 Objection to Sub-processors. Laserfiche shall provide Subscriber with a mechanism to subscribe to notifications of new Subprocessors, and if Subscriber subscribes, Laserfiche shall notify Subscriber if it makes any changes to the Subprocessor List at least 10 days before such change. Within 5 calendar days of Laserfiche providing such notice to you,you may object to the intended involvement of a Subprocessor in the performance of the Cloud Services, providing, in writing, objective justifiable grounds related to the ability of such Subprocessor or Laserfiche Affiliate to adequately protect Personal Data in accordance with this DPA or European Data Protection Law. You should submit this writing to privacy@ laserfiche.com. In the event your objection is justified, you and Laserfiche will work together in good faith to find a mutually acceptable resolution to address your objections, including without limitation reviewing additional documentation supporting the Subprocessors' compliance with this DPA or European Data Protection Law, or delivering the Cloud Services without the involvement of such Subprocessor. To the extent you and Laserfiche do not reach a mutually acceptable resolution within a reasonable timeframe, Laserfiche will, at its sole discretion, either (i) not appoint the Subprocessor; or (ii) permit Subscriber to suspend or terminate the affected portion of the Cloud Services in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Subscriber prior to suspension or termination). In such case, Laserfiche shall refund Subscriber for any prepaid unused portion of the affected portion of the Cloud Services. 7. Security Measures; Confidentiality 5 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 7.1 Each party agrees that it has implemented and will maintain appropriate and reasonable technical and organizational measures to ensure a level of security of the Processing of Personal Data appropriate to the risk. These measures will take into account the nature, scope and purposes of Processing as specified in this DPA, as appropriate, and are intended to protect Personal Data against the risks inherent to the Processing of Personal Data in the performance of the Cloud Services, in particular risks from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed. 7.2 Laserfiche has specifically implemented system access, data access,transmission and encryption, input,data backup,and security oversight,enforcement and other security controls and measures specified in the Documentation ("Security Measures"). The Security Measures shall, at a minimum, include the measures identified in Annex II of this DPA. You are advised to carefully review the applicable Documentation to understand which specific Security Measures and practices apply to the particular Cloud Services ordered by you, and to ensure that these Security Measures and practices are appropriate for the Processing of Personal Data pursuant to this DPA. You hereby instruct Laserfiche to Process Personal Data in accordance with the Documentation. 7.3 You acknowledge that the Security Measures are subject to technical progress and development and that Laserfiche may update or modify its Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Cloud Service you have purchased. 7.4 All parties hereto will ensure all such persons or parties,within their respective controls,that may have access to Personal Data subject to this DPA have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are subject to an appropriate statutory obligation of confidentiality. 8. Audits 8.1 Upon written request, Laserfiche may demonstrate the measures it has taken pursuant to Section 8 in relation to the Personal Data applicable to this DPA. Laserfiche will reasonably contribute to such audits by providing you or your Supervisory Authority with the information and assistance reasonably necessary to conduct the audit. You acknowledge and agree that you shall exercise your audit rights under this DPA(including this Section 8) by instructing Laserfiche to comply with the audit measures described in Section 8.2 below. 8.2 You acknowledge that Laserfiche is periodically audited against recognized data protection and security standards by independent third-party auditors and/or internal auditors respectively. Upon written request, Laserfiche shall supply(on a confidential basis)a summary copy of its most current audit report(s) ("Report")to you, so that you can verify Laserfiche's compliance with the audit standards against which it has been assessed and this DPA. If the Report does not, in your reasonable judgement, provide sufficient information to confirm Laserfiche's compliance with this DPA, then Laserfiche shall also provide written responses (on a confidential basis) to all reasonable requests for information made by you, including responses to information security and audit questionnaires that are necessary to confirm Laserfiche's compliance with this DPA, provided that you shall not exercise this right more than once per calendar year. 8.3 While it is the parties' intention to ordinarily rely on the Report and written responses described above to verify Laserfiche's compliance with this DPA, where a Supervisory Authority requires it, 6 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 you may provide Laserfiche with thirty(30)days' prior written notice requesting that a third-party conduct an audit of Laserfiche's facilities, equipment, documents and electronic data relating to the Processing of Personal Data under the Agreement("Audit"), provided that: (a)the Audit shall be conducted at the Subscriber's expense; (b) the parties shall mutually agree upon the third- party chosen to conduct the Audit and the scope,timing,duration and confidentiality basis of the Audit; and (c)the Audit shall not unreasonably impact Laserfiche's regular operations. 8.4 You agree to promptly notify Laserfiche with any information in regard to non-compliance during the course of an Audit and will provide Laserfiche any audit reports generated in connection with any Audit, unless prohibited by Applicable Data Protection Law or otherwise instructed by a Supervisory Authority. You may use the audit reports only for the purposes of meeting your regulatory audit requirements and/or confirming compliance with the requirements of this DPA. The audit reports, information and any artifacts to support the audit provided by Laserfiche are Confidential Information of the parties under the terms of the Agreement. 9. Incident Notification 9.1 To the extent Laserfiche becomes aware and determines that a security incident qualifies as a breach of security leading to the misappropriation or accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed on Laserfiche systems or the Services Environment that compromises the security, confidentiality or integrity of such Personal Data ("Incident"), Laserfiche will inform you of such Incident without undue delay and provide such information as you may reasonably require as required by Applicable Data Protection Law. However, Laserfiche may not have the ability to evaluate or respond to security incidents where your Users are the source of unauthorized access or disclosure of Personal Data. 9.2 In order to address an Incident, Laserfiche defines escalation paths and response teams involving internal functions such as Information Security and the legal department.The goal of Laserfiche's Incident response will be to restore the confidentiality, integrity, and availability of the Services Environment and the Personal Data that may be contained therein, and to establish root causes and remediation steps. Depending on the nature and scope of the Incident and to the extent required by Applicable Data Protection Law, Laserfiche may also involve and work with you and outside law enforcement to respond to the Incident. 10. Return and Deletion of Personal Data upon Termination of Cloud Services. Upon termination of the Cloud Services or upon expiry of the retrieval period following termination of the Cloud Services (if available), Laserfiche will as soon as reasonably practicable delete all Personal Data (including copies)from the Services Environment by rendering such Personal Data unrecoverable, except as may be required by law and the Agreement. Laserfiche may retain Personal Data where necessary for you to comply with applicable law or legal obligations or protect its rights or those of a third party. 11. International Transfers 11.1 Cross-Border Data Transfers. You acknowledge and agree that Laserfiche may transfer and Process Personal Data to and in the United States and other countries in which Laserfiche, its Affiliates or Subprocessors maintain data processing operations. You and Laserfiche shall at all 7 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 times ensure such transfers are made in compliance with the requirements of Applicable Data Protection Law. 11.2 Restricted transfers: The parties agree that when the transfer of Personal Data from Subscriber to Laserfiche is a Restricted Transfer it shall be subject to the appropriate Standard Contractual Clauses as follows: 11.2.1 in relation to Personal Data that is protected by the EU GDPR, the EU SCCs will apply completed as follows: a) Module Two will apply; b) in Clause 7, the optional docking clause will apply; c) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes shall be as set out in Section 6 of this DPA; d) in Clause 11, the optional language will not apply; e) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the Republic of Ireland law; f) in Clause 18(b),disputes shall be resolved before the courts of the Republic of Ireland; g) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I to this DPA; and h) Annex 11 of the EU SCCs shall be deemed completed with the information set out in Annex 11 to this DPA. 11.2.2 in relation to Personal Data that is protected by the UK GDPR, the UK Addendum will apply completed as follows: a) The EU SCCs, completed as set out above in Section 11.2.1 of this DPA shall also apply to transfers of such Personal Data, subject to sub-section (b) below; and b) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, completed as set out above, and the options "neither party" shall be deemed checked in Table 4. The start date of the UK Addendum (as set out in Table 1) shall be the date of this DPA. 11.2.3 In relation to Personal Data that is protected by the Swiss DPA,the EU SCCs will apply as set out in Section 11.2.1 amended as follows: a) references to 'Regulation (EU) 2016/679' in the EU SCCs will be deemed to refer to the Swiss DPA; 8 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 b) references to specific articles of'Regulation (EU) 2016/679' will be deemed replaced with the equivalent article or section of the Swiss DPA; c) references to 'EU', 'Union' and 'Member State' will be deemed replaced with 'Switzerland'; d) references to the 'competent supervisory authority' and 'competent courts' are replaced with the 'Swiss Federal Data Protection Information Commissioner' and `applicable courts of Switzerland' (as applicable); e) in Clause 17, the EU SCCs will be governed by the laws of Switzerland; and f) in Clause 18(b), disputes shall be resolved before the competent courts of Switzerland. 11.3 Onward transfers: Laserfiche shall not participate in (nor permit any Subprocessor to participate in) any other Restricted Transfers of Personal Data (whether as an exporter or an importer of the Personal Data) unless the Restricted Transfer is made in full compliance with Applicable Data Protection Law and pursuant to Standard Contractual Clauses implemented between the relevant exporter and importer of the Personal Data. 11.4 Alternative Transfer Arrangements. To the extent Laserfiche adopts an alternative data export mechanism (for Restricted Transfer of Personal Data not described in this DPA ("Alternative Transfer Mechanism"), the Alternative Transfer Mechanism shall apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with European Data Protection Law and extends to the territories to which Personal Data is transferred) and you agree to execute such other and further documents and take such other and further actions as may be reasonably necessary to give legal effect such Alternative Transfer Mechanism. In addition, if and to the extent that a court of competent jurisdiction or a Supervisory Authority with binding authority orders or determines (for whatever reason) that the measures described in this DPA cannot be relied on to lawfully transfer such Personal Data, you acknowledge and agree that Laserfiche may implement any additional measures or safeguards that may be reasonably required to enable the lawful transfer of such Personal Data. 12. Limitation of Liability. Each party's liability (and each of its Affiliate's liability) taken together in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses) whether in contract, tort, or under any other theory of liability, is subject to the limitation of liability provisions of the Agreement. Any reference in such limitation of liability provisions to the liability of a party means the aggregate liability of that party and all of its Affiliates (including Subscriber Affiliates) under the Agreement and this DPA (including the Standard Contractual Clauses), taken together. 13. Miscellaneous 13.1 Except for the changes made by this DPA,the Agreement remains unchanged and in full force and effect. If there is any conflict or inconsistency between this DPA and the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) Standard 9 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Contractual Clauses (where applicable); then (b) this DPA; and then (c) the main body of the Agreement. 13.2 Notwithstanding anything to the contrary in the Agreement (including this DPA), Laserfiche shall have a right to collect, use and disclose data relating to the use, support and/or operation of the Cloud Services("Service Data") in connection with its legitimate interests, such as billing, account management, technical support, and product development.To the extent any such Service Data is considered personal data under Applicable Data Protection Law, Laserfiche shall be responsible for and shall Process such data in accordance with the Laserfiche Privacy Notice located at https://www.laserfiche.com/legal/privacy/ (as updated from time to time) and Applicable Data Protection Law. Subscriber shall make a copy of Laserfiche's Privacy Notice available to any data subjects whose Personal Data is provided by the Subscriber to Laserfiche in connection with the Cloud Services. For the avoidance of doubt and except for this Section 13.2,the terms of this DPA shall not apply to Service Data. 13.3 Subscriber acknowledges that Laserfiche may disclose this DPA (including the Standard Contractual Clauses) and any relevant privacy provisions in the Agreement to the US Department of Commerce,the Federal Trade Commission, a supervisory authority, or any other Canadian, US or European judicial or regulatory body upon their request. 13.4 Notwithstanding anything else to the contrary in the Agreement and without prejudice to Section 3 (Roles and Obligations of the Parties), Laserfiche may periodically make modification to this DPA as may be required to comply with Applicable Data Protection Law. 13.5 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Applicable Data Protection Law. 10 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Annex Data Processing Description This Annex I forms part of the DPA and describes the processing that the processor will perform on behalf of the controller. A. LIST OF PARTIES Controller(s) / Data exporter(s): [Identity and contact details of the controller(s)/data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union] 1. Name: The party identified as the "Subscriber" in the Agreement and this DPA Address: The address provided in the Agreement Contact person's name, position and As set out in the Agreement contact details: Activities relevant to the data See B. below transferred under these Clauses: Signature and date: Executed as per Agreement Role (controller/processor): Controller Processor(s)/ Data importer(s): 1. Name: The party identified as "Laserfiche" in the Agreement and this DPA Address: As set out in the Agreement Contact person's name, position and Wylie Strout, General Counsel and DPO contact details: Activities relevant to the data See B. below transferred under these Clauses: Signature and date: Executed as per Agreement Role (controller/processor): Processor B. DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is Subscriber may submit Personal Data to the Cloud transferred: Services, the extent of which is determined and controlled by Subscriber in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: • Employees, contractors or job applicants of Subscriber; • Individuals authorized to use the Cloud Services by Subscriber; 11 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 • Current and potential customers, business partners or vendors of Subscriber; and • Any other data subjects whose data may be processed from time to time pursuant to the Agreement and this DPA. Categories of personal data transferred: The categories of Personal Data processed by Laserfiche are determined and controlled by Subscriber in its sole discretion and may include, but are not limited to the following categories of Personal Data: • Contact data (name, title, email address, telephone number, mailing address); • Account credentials; and • IP address. Sensitive data transferred (if applicable) and Subscriber, or third parties acting on their behalf, applied restrictions or safeguards that fully take or through their subscription may submit Personal into consideration the nature of the data and the Data that contains special categories of data to risks involved, such as for instance strict purpose Laserfiche in connection with the Cloud Service, limitation, access restrictions (including access the nature and extent of which is exclusively only for staff having followed specialised training), determined and controlled by Subscriber. See keeping a record of access to the data, restrictions Annex II for the restrictions and safeguards for onward transfers or additional security applied. measures: The frequency of the transfer (e.g. whether the Continuous data is transferred on a one-off or continuous basis): Nature of the processing: Providing the Cloud Services to Subscriber. Personal Data transferred will be processed in accordance with the Agreement and may be subject to the following processing activities: (A) storage and other processing necessary to provide, maintain, and improve the Cloud Services, as applicable, provided to Subscriber; and/or (B) disclosures in accordance with the Agreement and/or as compelled by applicable laws. Purpose(s) of the data transfer and further Processing (a) to perform any steps necessary for processing: the performance of the Agreement; (b)to provide the Cloud Services in accordance with the Agreement; (c) initiated by users in their use of the Cloud Services; (d) to comply with other reasonable instructions provided by Subscriber 12 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 that are consistent with the terms of the Agreement and this DPA; and (e) to comply with any legal obligations under applicable law, including Applicable Data Protection Law. The period for which the personal data will be The duration of the Agreement plus the period retained, or, if that is not possible, the criteria from the expiry of the Agreement until deletion of used to determine that period: the Personal Data by Customer in accordance with the Agreement. C. COMPETENT SUPERVISORY AUTHORITY Identify the competent supervisory authority/ies The competent supervisory authority, in in accordance (e.g. in accordance with Clause 13 accordance with Clause 13 of the EU SCCs, is SCCs) either (i) the supervisory authority applicable to the data exporter in its EEA country of establishment or, (ii) where the data exporter is not established in the EEA, the supervisory authority applicable in the EEA country where the data exporter's EU representative has been appointed pursuant to Article 27(1) of the GDPR, or (iii) where the data exporter is not obliged to appoint a representative, the supervisory authority applicable to the EEA country where the data subjects relevant to the transfer are located. With respect to personal data regulated by the UK GDPR, the competent supervisory authority is the Information Commissioners Office. With respect to the processing of Personal Data to which the Swiss DPA applies, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner. With respect to the processing of Personal Data to which PIPEDA applies, the competent supervisory authority is the Office of the Privacy Commissioner of Canada. 13 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Annex II Technical and Organizational Security Measures Description of the technical and organizational measures implemented by the processor(s) / data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. Measure Description • Data that resides in Amazon Web Services (AWS) is encrypted at rest Measures of using AES-256 as stated in AWS' documentation and whitepapers. pseudonym isation and e Encryption keys via AWS Key Management Service (KMS) are IAM role- encryption of personal protected, and protected by AWS-provided HSM certified under FIPS data 140-2. • Customer interfaces to Laserfiche Cloud is encrypted using TLS encryption. • Backup data is stored in an encrypted S3 bucket with role-based policies that restrict access. • Access controls are implemented to enforce confidentiality, integrity Measures for ensuring and availability. ongoing confidentiality, e Access to in-scope systems requires a user ID plus SSH Keys and/or integrity, availability password authentication. Where passwords are used, password and resilience of parameters enforce minimum length, password age and complexity processing systems and requirements. services • Privileged access to Laserfiche Cloud systems is restricted to appropriate personnel. • Access to Laserfiche Cloud production systems is logically and physically segregated from the Laserfiche network. • Antivirus software is used to protect Laserfiche workstations used to access the Laserfiche Cloud system from malicious code or viruses. • Laserfiche employees are prohibited from accessing customer data without prior customer request and authorization. • Laserfiche reviews automated alerts for unauthorized attempts to access production data. • Customer databases and file repositories are backed up at regular Measures for ensuring intervals throughout the day by an automated process. the ability to restore e Backup restorations are tested on at least a quarterly basis. the availability and access to personal data • Backups are configured to be retained for at least seven days. in a timely manner in 14 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 the event of a physical • Services requiring high availability are deployed across multiple or technical incident availability zones within an AWS region. • Services that are not deployed across multiple availability zones are monitored and will trigger alerts to manually restore services in alternate availability zones. • A global CPA firm performs annual testing of Laserfiche Cloud controls Processes for regularly via inquiry, observation, and inspection, and provides an attestation testing, assessing and report under the AICPA Statement on Standards for Attestation evaluating the Engagements (SSAE) 18 standard. effectiveness of e Laserfiche uses a third-party security firm to conduct annual external technical and penetration testing of the Laserfiche Cloud systems. organisational measures in order to • Laserfiche performs periodic network vulnerability scans and addresses ensure the security of critical issues in a timely manner using a risk-based approach. the processing • Security incident response plans are tested annually based on potential incident scenarios, and plans are updated, if necessary. • Laserfiche assesses the effectiveness of its security awareness program through quarterly employee simulated phishing campaigns. Measures for user • Access to Laserfiche Cloud operational and production environments is identification and protected by use of unique user accounts, strong passwords, use of authorisation Multi-Factor Authentication (MFA), role-based access, and least privilege principle. • Identity and access management processes for Laserfiche user account provisioning, de-provisioning and changes are enforced. • Customer interfaces to Laserfiche Cloud is encrypted using TLS Measures for the encryption. protection of data during transmission • Access controls restrict access to customer data. Measures for the e Customer data and backup data in Laserfiche Cloud are encrypted. protection of data during storage • Customer data is logically segregated on its own database and customer files are segregated on its own virtual disk. • Endpoint security software is used to protect workstations used to access the Laserfiche Cloud system from malicious code or viruses. • Laserfiche utilizes AWS for its production environments.The physical Measures for ensuring and environmental controls related to the facilities housing the physical security of production environments are managed by the subservice organization. locations at which e The subservice organization SOC reports are reviewed on an annual personal data are basis in accordance with Laserfiche's security standards. processed 15 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 • An IDS is deployed to monitor for potential security incidents that are Measures for ensuring reviewed, escalated and tracked through resolution by Laserfiche. events logging • Laserfiche has a change management policy to manage configuration Measures for ensuring changes. system configuration, • Any changes made to the Laserfiche Cloud production environment are including default logged in the ticketing system and are reviewed and approved by configuration authorized individuals prior to deployment. • Laserfiche has established an Information Security Management System Measures for internal IT (ISMS) in accordance with the ISO 27001. and IT security • Laserfiche has a documented Information Security Policy, which is governance and approved by the Laserfiche Board of Directors. management • The Laserfiche Board of Directors and management provide oversight over the Information Security program through periodic updates on risk assessments, third-party attack and penetration studies, and compliance with information security policies. • The Laserfiche President is accountable for the security, availability and confidentiality of information assets and Laserfiche Cloud security. He is supported by the Chief Information Officer ("CIO")who provides IT and security governance, along with the Information Security Officer. • The Laserfiche Board of Directors has authorized the CIO and Information Security Officer to enforce Laserfiche Cloud and information security policies. • A formal security awareness program is in place to make all employees aware of the company's security policy, standards, and obligations of users. • Employees are required to read and sign company policies, confidentiality agreements, and code of conduct upon hire. • A global CPA firm performs annual testing of Laserfiche Cloud controls Measures for via inquiry, observation, and inspection, and provides an attestation certification/assurance report under the AICPA Statement on Standards for Attestation of processes and Engagements (SSAE) 18 standard. products • Laserfiche has aligned its information security program to ISO 27001. • Laserfiche has a Laserfiche Gold, Platinum and Administration certification training programs that are available to a Subscriber, Solution Providers and other third parties. • Laserfiche policies limit data collection to the purposes of processing Measures for ensuring (or the data that the Subscriber chooses to provide). data minimisation • Security measures are implemented to provide Laserfiche employees with only the minimum amount of access necessary to perform required functions. 16 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 • Laserfiche reviews the latest Service Organization Control (SOC) report for third party products for Laserfiche Cloud; any exceptions will be subject to a customer impact assessment and communication to appropriate parties. Measures for ensuring • Laserfiche has a process that allows individuals to exercise their privacy data quality rights, including a right to amend and update information, as described in Laserfiche's Privacy Notice available at https://www.laserfiche.com/legal/privacy/. • Laserfiche has a quality assurance team that is responsible for data quality for Laserfiche products. • Data backups are retained to support Laserfiche Cloud system recovery Measures for ensuring operations in the event of a disaster or other contingency. Laserfiche limited data retention does not make specific Subscriber commitments for data retention. • Data for provisional customers and subscription customers is removed after the end of the trial period and upon written notice by the customer, respectively. Measures for ensuring • Security responsibilities are included in Laserfiche job descriptions for accountability administrators. • Laserfiche Information Security Policy and Employee Handbook contains employee sanctions on noncompliance with policies. • Laserfiche policies require violations of information security policies to be reported to HR and/or Information Security. • Laserfiche has agreements with its Solution Providers that includes requirements to comply with all applicable laws, perform in an ethical manner, and adhere to a data processing agreement. • Laserfiche has a process that allows individuals to exercise their privacy Measures for allowing rights, including a right of erasure or a right to data portability, as data portability and described in Laserfiche's Privacy Notice available at ensuring erasure https://www.laserfiche.com/legal/privacy/. • Subscribers have ownership and control over their data in Laserfiche Cloud. 17 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 inmm uuum a I ��ata oim loom �uow �v tiu�wi (,' �mmum� ��° a�;��;��u�ti Illlllh� IIIIII�11 w�� Ih\c,""., PUBLIC CLOUD SERVICE LEVEL AGREEMENT Your use of the Laserfiche Cloud is subject to and governed by the Laserfiche Cloud Subscription Agreement at: r w w.l „s ri„ji c lrr .cr lrq cl„ gl,r r^i,rnr^irt (the "Agreement') and the following Laserfiche° Public Cloud Service Level Agreement ("SLA"). This SLA forms a binding agreement between Compulink Management Center, Inc. dba Laserfiche° ("Laserfiche') and Subscriber. 1. LASERFICHE CLOUD SERVICE COMMITMENT Commencing with Subscriber's use of Laserfiche Cloud during the Term of the Agreement, Laserfiche will use commercially reasonable efforts based on industry standards, to make Laserfiche Cloud available 24 hours a day, 7 days a week, subject to the limitations set forth in this SLA. Laserfiche guarantees that the Laserfiche Cloud will be available 99.9% of the time each calendar month ("Uptime'). Laserfiche measures Uptime by tracking the availability of certain Laserfiche Cloud systems components. Customer may view the status of these components at anytime by visiting status.lase rfiche.com. Uptime means Laserfiche Cloud functionality of 99.9% or more notwithstanding limitations listed in Section 6 of this SLA. 2. REMEDIES FOR CLOUD SERVICE FAILURE If Laserfiche Cloud does not achieve the performance levels described in paragraph 1 ("Failure'), Subscriber may be eligible for a Service Credit. A "Service Credit" is a credit equivalent to the percent of a Subscriber's corresponding monthly Subscription Fees (1/12 of a Subscriber's annual fee) for Laserfiche Cloud correlating to Uptime Percentage in the following chart: Uptime Percentage Service Credit Percentage Less than 99.9% but more than or 10% equal to 99.5% Less than 99.5% but more than or 20% equal to 99.0% Less than 99.0% 30% Once awarded, a Service Credit will appear on a Subscriber's next month's invoice. Subscriber will have the right to terminate the Agreement if Laserfiche Cloud's Uptime in two or more months within a calendar year is lower than 85% in each of such months. 3. SERVICE CREDIT REQUEST PROCEDURE To qualify for a Service Credit: 1. The request must be received by Laserfiche within 15 days of the end of the month for which a credit is sought. 2. Subscriber's account must be in good standing with all invoices paid and up to date. Laserfiche Public Cloud Service Level Agreement—January 2022 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 To receive a Service Credit, Subscriber must submit a claim by emailing ell::c .l: �.J.ps^i„fidhe.corn with the following information: 1. "SLA Credit Request" in the subject line; 2. Subscriber's name, account ID, administrator's email address and phone number; 3. The date(s) and time(s) of each qualifying incident you are claiming; and 4. Evidence that documents the errors and corroborates your claimed outage (confidential or sensitive information in these logs should be removed and replaced with asterisks). Failure to provide all the requested information as required will disqualify the Service Credit claim. 4. ERROR CORRECTION AND RESPONSE TIME FOR LASERFICHE SOFTWARE COMPONENTS UTILIZED WITH LASERFICHE CLOUD This SLA also covers Error correction support for Laserfiche Software features utilized with Laserfiche Cloud. "Error" means failure of Software to materially conform to its documentation, but excluding any nonconformity resulting from Subscriber's misuse, improper use, or unauthorized change of any Software; or the combining of Software with software not supplied or identified as compatible by Laserfiche. Errors are classified in Table A. Upon identification of an Error, Subscriber will notify their Solution Provider or Laserfiche and provide sufficient information to locate and reproduce the Error. Laserfiche will work with Subscriber's Solution Provider and/or Subscriber to determine the classification of such Error. No Service Credits are awarded in connection with Error correction. Laserfiche will use all reasonable commercial efforts to attempt to resolve any problems according to support level within the target times specified in Table A, but failure to meet target times will not constitute a failure to perform a material provision of this SLA. With respect to Subscribers who have Solution Providers, response times below begin upon the Solution Provider's notification with sufficient information to Laserfiche of Error and are dependent on Solution Provider's continuing collaboration with Laserfiche to resolve the problem. Table A. Error Classification and Response/Communication Targets Severity Level Definition Goal Initial Updates Response Goals** Urgent Laserfiche Cloud is not operational for all Within 1 business Customer will be updated customers. hour 2x daily on progress Critical Software functionality is severely impaired Within 4 business Customer will be updated even though it is operational at some level hours daily on progress affecting multiple customers. High A major function in the software is not Within 8 business Customer will be updated operational and no acceptable work- hours weekly on progress around is available, but Subscriber is able to do some production work even though performance and user quality is affected. Medium There is a loss of a function or resource in Within 10 business Customer will be updated software that does not seriously affect days weekly on progress Subscriber's operations or schedules. Low All other issues with software. As needed Customer will be updated as needed Page 2 of 4 Laserfiche Public Cloud Service Level Agreement—January 2022 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Enhancement New features and functionality not As needed Customer will be updated currently existing will be reviewed by as needed Laserfiche's development team and included in future releases if approved. ** Business hours as set forth in the following section. 5. ENGINEERING SUPPORT Laserfiche will maintain support engineers actively on duty monitoring Laserfiche's network operations and assisting customers. These engineers will provide support by e-mail or telephone 6 am — 6 pm PT, weekdays (except holidays). 6. LIMITATIONS A. The minimum period of Failure eligible for a Service Credit is 10 minutes, and shorter periods will not be aggregated. In the event that multiple periods of Failure overlap in time, Service Credits will not be aggregated, and Subscriber will receive Service Credits only for the longest period of Failure. Laserfiche is not required to issue multiple Service Credits for a single incident. B. Credits available pursuant to this SLA apply only to future Laserfiche Cloud delivery. Service Credits will not entitle Subscriber to any refunds and are not transferable or assignable. If Subscriber retains a credit balance on termination of the account in question, such credit is forfeited. Notwithstanding the foregoing, credits will not be applied against fees for professional services, bundled support, or setup fees. C. Notwithstanding any provision to the contrary in this SLA, the following do not constitute Failures: (1) downtime during scheduled maintenance or Emergency Maintenance (as defined below) periods; (2) outages caused by acts or omissions of Subscriber, including its applications, operating system(s), equipment, or facilities, or by any use or user of Laserfiche Cloud authorized by Subscriber, or by Subscriber's use of any other software in its operating system(s); (3) outages caused by hackers, sabotage, viruses, worms, or other third-party wrongful actions; (4) DNS issues outside Laserfiche's control; (5) outages resulting from Internet anomalies; (6) outages resulting from Force Majeure events; and (7) failures during a "beta" period. "Emergency Maintenance" refers to any corrective action intended to remedy conditions likely to cause severe Laserfiche Cloud degradation,as designated by Laserfiche in its sole discretion. Laserfiche will exercise reasonable efforts to inform Subscriber in advance before interrupting Laserfiche Cloud for Emergency Maintenance, but such notice is not guaranteed and failure thereof does not constitute Failure. D. This SLA does not cover (without limitation): (a) network performance to Subscriber's physical location or Internet access point(such as a local DSL/cable modem)or(b)failures due to denial of service attacks.This SLA does not apply to any feature Laserfiche identifies as "beta" or to any software components made available with Laserfiche Cloud that run outside of the Laserfiche Cloud online service (such as client components installed on- premises). E. Limitations&Warranty Disclaimer. The remedies set forth in this SLA are Subscriber's sole and exclusive remedies for any Failure or other loss of functionality of Laserfiche Cloud,or any Error with the Software, including without limitation for any breach of warranty, except as specifically set forth in the Agreement. The determination of any Failure or categorization of any Error is ultimately in the sole discretion of Laserfiche. 7. TERMS OF SERVICE/THE AGREEMENT Page 3 of 4 Laserfiche Public Cloud Service Level Agreement—January 2022 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Terms defined in the Agreement will have the same meaning when used in this SLA. In the event of any conflict between this SLA and the Agreement,the Agreement will govern. Page 4 of 4 Loserfiche Public Cloud Service Level Agreement—January 2022 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� LASERFICHE SERVICES AGREEMENT This Laserfiche Services Agreement("Agreement")dated effective as of May 17, 2023(the"Effective Date") is made by and between Compulink Management Center, Inc., a California corporation doing business as Laserfiche ("Laserfiche") and Monroe County Board of County Commissioners ("Client") (each referred to individually as a "party" or collectively as the "parties"). WHEREAS, Laserfiche is engaged in the development, licensing and marketing of proprietary computer software and providing professional software services. WHEREAS, based on Laserfiche's experience, Client desires to retain the services of Laserfiche, and Laserfiche is willing to render such services on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement,the parties agree as follows: 1. SERVICES&PAYMENT 1.1. Laserfiche will provide the consulting and software customization, development, integration, installation, configuration,and implementation services(the"Services")that are specified in a Statement of Work(the "SOW"), which may be amended, modified or supplemented from time to time by parties in a written document(referred to as a "Supplemental SOW"). Furthermore, additional projects may be governed by this Agreement as the parties both agree to by incorporating by reference additional SOWS ("Additional SOW"). 1.2. In return for Services provided by Laserfiche,Client will pay Laserfiche in accordance with the SOW via wire transfer, direct deposit, check or credit card payment as agreed upon between Client and Laserfiche. 1.3. Laserfiche will pay all taxes on its income and all taxes and insurance associated with its personnel. Client will pay all applicable sales, use, service, value-added, consumption or other such taxes associated with Client's receipt of the Services. 1.4. Data Migration Services. If Services require migration of Client data ("Data"), migration will be on an "as is" basis without Laserfiche either monitoring or correcting the Data (e.g.,to find duplicate or incomplete Data). Laserfiche will have sole oversight over such migration and may determine at any time to cease efforts to migrate the Data. Client will have the option to manually upload Data that cannot be migrated by Laserfiche to the provisional Laserfiche account using standard Laserfiche data transfer features. Subject to the terms and limitations of this Agreement, if engaged to do so,Client represents and warrants that Client has the right and authority to transfer the Data onto the Laserfiche server and subsequently onto Laserfiche Software/account; and that these transfers comply with all applicable laws, rules and regulations. Client is solely responsible for the development, operation, maintenance, and use of Data, including: (a) the technical operation of Data; (b) compliance of Data with all applicable laws and regulations; (c)any claims relating to Data; (d) proper handling and processing of notices sent to Client(or any of Client's affiliates) by any person claiming that Data infringes or violates such person's rights, including notices pursuant to the Digital Millennium Copyright Act; and (e) the loss, corruption, damage, or destruction of Data. Client is solely responsible for backing up the Data before it is copied onto the server, and for retaining that Data until Client has verified that transfer of the Data was successful and complete. Laserfiche will migrate the Data on a test basis with no warranty or representation that the migration will be successful. After Laserfiche migrates the Data, Client is responsible for confirming and validating whether the Data has been successfully migrated to Laserfiche account without error or loss of Data within 30 days. Laserfiche disclaims any warranty or representation that it will successfully migrate Client's Data to Laserfiche account without any error or loss of Data. Laserfiche is not responsible for any 1 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� loss,damage or destruction of Data at any point during Laserfiche's provision of Services to Client or at any time thereafter. Client acknowledges that Client's Data is to be encrypted by Client and that Laserfiche is not responsible for encryption of Client's Data. Client, on behalf of itself and any end users, assumes the risk of any harm and is solely responsible for any damage resulting from (1) failure of encryption and (2) loss, destruction or damage of Data while in Client's possession, in transit,or thereafter in Laserfiche's servers or Laserfiche Software/account. No failure or delay on the part of Laserfiche in performing the Services will be considered a material breach of this Agreement. 2. DURATION AND TERMINATION 2.1. This Agreement shall automatically renew on the one-year anniversary of the Effective Date, unless earlier terminated pursuant to the provisions herein. 2.2. Client may terminate this Agreement at any time for convenience by providing Laserfiche a 30 day notice. Client may terminate in whole or in part, in which event, the Client's sole obligation will be to reimburse Laserfiche for (a) those Services delivered up to the date of termination, and (b) costs incurred by Laserfiche for unfinished Services, which are specifically for the Client, as of the date of termination, plus a reasonable profit thereon. The Client will also be a responsible for paying a 10% cancellation charge of the remaining amount of Services. 2.3. This Agreement may be terminated upon the written mutual consent of the parties. 2.4. Either party may terminate this Agreement by giving 30 days written notice to the other party in the event of the failure by the other party to fulfill any of its obligations hereunder; provided however,that if during the period of such notice the other party remedies such failure, this Agreement will continue with the same force and effect as if such notice had not been given. 2.5. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of the happening of any of the following or any other comparable event: (i) insolvency of the other party; (ii) filing of a petition in bankruptcy by or against the other party; (iii) appointment of a receiver or trustee for the other party; (iv)execution of an assignment for the benefit of creditors by the other party, or(v)the other party attempts to assign this Agreement or delegate any obligation hereunder without its consent. Unless otherwise provided herein, neither party will be released from its obligations under this Agreement prior to the termination or expiration of this Agreement. 2.6 If the Client determines that Laserfiche has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel,Client shall have the option of(1)terminating the Agreement after it has given Laserfiche sufficient written notice and an opportunity to demonstrate Client's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes,or(2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 2.7 If all agreements between Laserfiche and Client, including but not limited to this Agreement, accompanying SOWS, and the licensing of Laserfiche software, amount to $1,000,000 or more, if the Client determines that Laserfiche submitted a false certification under Section 287.135(5), Florida Statutes, or if Laserfiche has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or has been engaged in business operations in Cuba or Syria,Client shall have the option of(1) terminating the Agreement after it has given Laserfiche sufficient written notice and an opportunity to demonstrate the Client's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes,or(2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 2 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� 3. NONDISCLOSURE OF CONFIDENTIAL INFORMATION 3.1. For purposes of this Agreement, the term "Confidential Information" means information (i) disclosed to or known by the receiving party as a consequence of or through its engagement with disclosing party, (ii) not generally known outside the disclosing party, and (iii)which relates to the disclosing party's business, (iv) all information regarding the disclosing party's proprietary information, and (v) all information concerning End Users or known and identified prospective End Users of Client. The receiving party agrees to safeguard and maintain the confidentiality of all such Confidential Information and that it will not, without the disclosing party's prior written consent, make any oral or written disclosures, except to persons who may from time to time be designated by the disclosing party as authorized to receive such Confidential Information, or otherwise use any such Confidential Information for any purpose other than the limited purpose contemplated by the applicable SOW. Confidential Information includes, but is not limited to, information of a technical nature, such as methods and materials, trade secrets, inventions, processes,formulas,systems,source code,computer programs,and studies,and information of a business nature such as project plans, market information, costs, customer lists, and so forth. Confidential Information does not include information that(i)is or becomes generally available to the public other than as a result of a disclosure by receiving party in violation of this Agreement, (ii) was previously known to receiving party without obligations of confidentiality's possession; or (iii) is required to be disclosed by Florida Public Records Law in accordance with Chapter 119, Florida Statutes, administrative or judicial action, provided that receiving party immediately after receiving notice of such action notifies disclosing party of such action to give disclosing party the opportunity to seek any other legal remedies to maintain such Confidential Information in confidence. 3.2. Recognizing that Laserfiche is presently engaged, and may continue to be engaged, in the research and development of processes and the performance of services which involve experimental and inventive work, and that the success of Laserfiche's business may depend upon the protection of its processes, products and services by patent,copyright or secrecy, and that Client may be exposed or receive access to Confidential Information prior to or during the course of its engagement,Client agrees that: (a.) Laserfiche has exclusive right and title to all Confidential Information, and Client assigns all rights it might otherwise possess in any Confidential Information to Laserfiche. Client will not at any time during or after the term of its engagement with Laserfiche, which term will include any time in which Laserfiche may be retained by Client as a consultant, directly or indirectly use, communicate, disclose or disseminate any Confidential Information. (b.) All documents, records, notebooks, notes, memoranda and similar repositories of, or containing Confidential Information or any other information of a secret, proprietary, confidential or generally undisclosed nature relating to Laserfiche or its operations and activities made or compiled by Client at any time or made available to Client during the term of its engagement with Laserfiche, including any and all copies of the same, will be the property of Laserfiche, will be held by Client in trust solely for the benefit of Laserfiche,and will be delivered to Laserfiche by Client on the termination of its engagement or at any other time on the request of Laserfiche. (c.)Client will not assert any rights under any inventions, trademarks,copyrights,discoveries,concepts or ideas,or improvements of the same,or know-how related to the same,as having been made or acquired by Laserfiche during the term of its engagement if based on or otherwise related to Confidential Information. 3.3. Personally Identifiable Information. The parties will comply with all privacy and other laws and regulations relating to protection, collection, use, and distribution of Personally Identifiable Information or Personal Data, as defined by applicable law. The parties may receive Personal Data from each other or from End Users. With respect to such data,each party agrees that it will only process Personal Data for the purposes set forth in the Agreement and in accordance with all applicable laws and contractual obligations imposed 3 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� by the parties. The parties will maintain appropriate technical and organizational measures for the protection of the security, confidentiality, and integrity of Personal Data (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss, or alteration or damage, unauthorized disclosure of, or access to, personal data). The parties will not disclose Personal Data to any third party except as explicitly permitted by this Agreement or after notifying the other party of the anticipated disclosure and obtaining the other party's prior written consent to the disclosure. The parties shall return or destroy all Personal Data within 30 days following termination of this Agreement or the other party's written request. The parties shall promptly notify the other party of any third party requests for Personal Data, and fully cooperate with the other party in responding to such requests. If either party provides the other party with Personally Identifiable Information or Personal Data in the course of this Agreement, such party represents and warrants that such party has obtained any necessary consent for such transfer as required by law. 4. WARRANTIES;ACCEPTANCE PERIOD. 4.1. Laserfiche warrants that it will perform the Services: (i) in conformity in all material respects with the specifications provided in the applicable SOW ("Specifications") and (ii) in a commercially reasonable manner. 4.2. Disclaimers. LASERFICHE'S DATA MIGRATION AND OTHER PROFESSIONAL SERVICES ARE PROVIDED "AS IS." EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT, LASERFICHE AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING DATA MIGRATION, MIGRATED DATA, OR LASERFICHE SOFTWARE, INCLUDING ANY WARRANTY THAT DATA MIGRATION, MIGRATED DATA, OR LASERFICHE SERVICES WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST, MISAPPROPRIATED, CORRUPTED OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, LASERFICHE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. CLIENT, ON BEHALF OF ITSELF AND ANY END USERS, BEARS FULL RESPONSIBILITY FOR RISK OF LOSS FOR THE DATA STORED ON LASERFICHE SERVERS AND/OR LASERFICHE SOFTWARE,AND ACKNOWLEDGES AND AGREES THAT SERVICES BY LASERFICHE ARE PROVIDED "AS IS". 4.3. Upon completion of each phase of the Services,Client shall have ten days in which to accept or reject such Services and related work, unless the SOW provides a different acceptance period (in each case, the "Acceptance Period"). If within the Acceptance Period Client provides Laserfiche with written notification, which may be by e-mail communication, specifying in reasonable detail the manner in which the Services or work do not materially conform to the Specifications, Laserfiche shall have an additional 20 business days, or such other period as otherwise agreed to or set forth in the SOW,to implement such changes as shall be reasonably required to bring the Services or work in material conformity with the Specifications. In the event the Services or work continue not to conform materially to the Specifications,Client agrees to accept the defective Services or work at a discount negotiated between the parties. Acceptance shall be deemed to have occurred following expiration of the Acceptance Period absent a written rejection delivered prior thereto. 5. OWNERSHIP 5.1. The term "Intellectual Property Rights" means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs,algorithms, utility models,and other industrial property rights,and all improvements thereto;and (v)all registrations,applications, renewals,extensions, continuations,divisions,or reissues thereof now or 4 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� hereafter in force. 5.2. The parties acknowledge that Laserfiche will own all Intellectual Property Rights in any Services or work performed by Laserfiche, including its copyright. 5.3. Neither party has any right whatsoever in or to any trademark,trade name,copyright, name, logo,or other intellectual property of the other party. 6. INDEMNITY AND LIMITATIONS OF LIABILITY 6.1. Subject to the limitations of Sec. 768.28, Florida Statutes that apply to Client, as a political subdivision of the State,each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, affiliates, successors,and permitted assigns(collectively,"Indemnified Party")against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties,fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, (collectively, "Losses"), relating to of or resulting from any claim of a third party or the Indemnified Party arising out of or occurring in connection with (i) unauthorized disclosure or exposure of personally identifiable information resulting from indemnifying Party's acts or omissions or from those of its contractors, employees, agents, or representatives; (ii) intellectual property infringement by software or content indemnifying Party contributed to the Software or Services; (iii)the indemnifying Party's gross negligence,willful misconduct,fraud,or material breach of this Agreement. No provisions herein regarding indemnification shall be construed as a waiver of Client's sovereign immunity protections.The Client shall not enter into any agreement that provides for waiver of sovereign immunity and any such provisions are null and void. 6.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS,OR DAMAGES FOR LOSS OF DATA OR GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. 6.3. LASERFICHE'S LIABILITY FOR ANY DAMAGES OR INJURIES SUFFERED BY CLIENT,WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT THAT CLIENT HAS ACTUALLY PAID TO LASERFICHE FOR THE DEFECTIVE OR NON-COMPLIANT LASERFICHE SOFTWARE COMPONENT,SERVICES,OR SUPPORT WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT CLIENT FILES SUIT OR OTHERWISE NOTIFIES LASERFICHE OF AN EXISTING OR POTENTIAL CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. NO ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS AGREEMENT MORE THAN ONE YEAR AFTER CLIENT DISCOVERED OR SHOULD HAVE DISCOVERED THE FACTS WHICH GAVE RISE TO THE CLAIM OR CAUSE OF ACTION. 7. INDEPENDENT CONTRACTOR. 7.1. Laserfiche is retained under the terms of this Agreement as an independent contractor and nothing in this Agreement will be construed as creating an employer/employee relationship, partnership or joint venture between the parties. 7.2. Laserfiche will be responsible for payment of all taxes arising out of Laserfiche's activities in connection with this Agreement, including without limitation, federal and state income taxes, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required. 7.3. Laserfiche will not be entitled to receive any employment benefits offered to employees of Client including 5 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� worker's compensation insurance coverage. Laserfiche has the rights to perform services for others during the term of this Agreement. Except as otherwise specified herein, Laserfiche retains the right to direct, control or supervise the details and means by which the Services are provided. 8. GOVERNING LAW/ARBITRATION. 8.1. This Agreement and all related documents,and all matters arising out of or relating to this Agreement,are governed by, and to be construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions thereof. 8.2. This agreement shall not be subject to arbitration. 9. GENERAL 9.1. Client may not assign or subcontract the obligations set forth in this Agreement to any other individual or entity without prior written approval of Laserfiche. Any attempt to assign or delegate in violation of this subsection is void in each instance. 9.2. Notices hereunder must be in writing and will be deemed duly given upon delivery to the parties' representatives at the addresses listed below or such different address as the parties may from time to time designate. Notices will be deemed effective on the day received,except if received on a non-business day or after 5:00 p.m. Pacific time on a business day, in which case they will be effective on the next business day after receipt. Notice may be given by registered or certified mail or by email with a follow- up hard copy by U.S. first-class mail. Notice may also be given by recognized overnight courier or by personal delivery. If to Laserfiche: If to Client: Compulink Management Center, Inc. Monroe County BOCC Information Technology Attn: Legal Department Attn:Alan MacEachern, IT Director 3443 Long Beach Blvd. 1200Truman Ave., Ste. 211 Long Beach, CA 90807 Key West, Florida 33040 Email: notices@laserfiche.com Email: maceachern-alan@monroecounty-fl.gov 9.3. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement,which will remain in full force and effect. 9.4. Any failure or delay by either party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other party of the provisions of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either party unless it is in writing and signed by an authorized representative of the party to be bound. 9.5. The rights and remedies of the parties under this Agreement are cumulative,and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. 9.6. The section headings of this Agreement are for convenience only and have no interpretive value. 9.7. The rights and obligations of a party which by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes shall survive any termination of this Agreement. 9.8. This Agreement, together with each SOW, constitutes the complete and final agreement of the parties pertaining to its terms and the subject matter hereof, and supersedes the parties' prior agreements, 6 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� understandings and discussions relating to the Services. No modification of this Agreement or any SOW is binding unless it is in writing and signed by Client and Laserfiche. In the event of any conflict or inconsistency between a provision in this Agreement and in a SOW, the provision in this Agreement will govern unless the SOW clearly intends to override the related provision in this Agreement, in which case such provision in the SOW shall apply but only with respect to that SOW. Terms included in a party's purchase or sales order or similar document shall not apply to this Agreement or any SOW. 9.9. By executing this Agreement, each party agrees to transact business by electronic means, including but not limited to transmittal of notices and execution of additional documents related to this Agreement. 9.10.The parties may execute this Agreement in counterparts,including PDF,facsimile or other electronic copies which collectively will constitute one instrument. 9.11. Uncontrollable Circumstance. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b)flood,fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the project; (c)war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the project;(d)government order or law in the geographic area of the project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the project;(each, a "Uncontrollable Circumstance"). Laserfiche's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Laserfiche under this Section. Laserfiche shall give Client written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance,and the anticipated duration of such Uncontrollable Circumstance. Laserfiche shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. Client will not pay additional cost as a result of an Uncontrollable Circumstance. Laserfiche may only seek a no cost Change Order for such reasonable time as the parties may determine. 9.12. MAINTENANCE OF RECORDS. Laserfiche shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven years following the termination of this Agreement. If an auditor employed by Client determines that monies paid to Laserfiche pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by Laserfiche, Laserfiche shall repay the monies together with interest calculated pursuant to Sec.55.03,of the Florida Statutes, running from the date the monies were paid by the Client. 9.13. E-Verify System - In accordance with F.S.448.095, Laserfiche and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Laserfiche during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract 7 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� with, or subcontract with an unauthorized alien. Laserfiche shall comply with and be subject to the provisions of F.S.448.095 9.14. Public Records Compliance. Laserfiche must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.The Client and Laserfiche shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes,and made or received by the Client and Laserfiche in conjunction with this Agreement and related to Agreement performance. The Client shall have the right to unilaterally cancel this Agreement upon violation of this provision by Laserfiche. Failure of Laserfiche to abide by the terms of this provision shall be deemed a material breach of this Agreement and the Client may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of this Agreement. Laserfiche is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement, Laserfiche is required to: (1) Keep and maintain public records that would be required by the Client to perform the service. (2) Upon receipt from the Client's custodian of records, provide the Client with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if Laserfiche does not transfer the records to the Client. (4) Upon completion of the Agreement,transfer, at no cost,to the Client all public records in possession of Laserfiche or keep and maintain public records that would be required by the Client to perform the service. If Laserfiche transfers all public records to the Client upon completion of the Agreement, Laserfiche shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Laserfiche keeps and maintains public records upon completion of the Agreement, Laserfiche shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the Client, upon request from the Client's custodian of records, in a format that is compatible with the information technology systems of the Client. (5) A request to inspector copy public records relating to a Client contract must be made directly to the Client, but if the Client does not possess the requested records,the Client shall immediately notify Laserfiche of the request, and Laserfiche must provide the records to the Client or allow the records to be inspected or copied within a reasonable time. If Laserfiche does not comply with the Client's request for records,the Client shall enforce the public records contract provisions in accordance with the Agreement, notwithstanding the Client's option and right to unilaterally cancel this Agreement upon violation of this provision by Laserfiche. If Laserfiche fails to provide the public records to the Client or pursuant to a valid public records request within a reasonable time, Laserfiche may be subject to penalties under section119.10, Florida Statutes. 8 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 u�mew �„ IhIII'III�IIVI e�ii� �iml1mry ppI�� u��h pII�p1VuK4�MI4ll(IIIOtlll�nopYb� gams64'Illl��hmulll�� oi� "��Illi� Laserfiche shall not transfer custody,release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF LASERFICHE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LASERFICHE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292- 3470 BRADLEY BRIAN(a,MONROECOUNTY FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. [Remainder of the Page Intentionally Left Blank] 9 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 imin wow e�H�mI momoyi'nroa^pp fi 9 i�I�I uolo 1uy1y Ai ��t41S�Y�M'I;i" G� ry Ill�lm it r� hWlll PoON III1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. COMPULINK MANAGEMENT CENTER,INC. Monroe County BOCC Information Technology DBA LASERFICHE: Doculigned by: B �c� ways By. �.�M��,�w y'- 55434434A302F9F438... Peter Wayman, Alan MacEachern, IT Director DWD President Name and Title Date: 5/4/2023 Date:05/24/2023 MONGt'OE COUNTY A'I70RNEY r"L 3'N'di.�vk.'(7 AS T"Ct F45 CHRtSTYNGs LIMBrf R'Y'.BAIrR.OW5 ASS]STANT COUNTY ATr(JRNLY DATF,', 5/17/23 10 L > � r � icks � Lase ,fiche Project Estimate 000uSign Envelope ID:aoe1EEon-3Foo-4aEoeoAn-0o7oFo77acco Laser0che 8448 Long Beach 8|vd. � �� UrUU��w Long Beach, CA9DdD7 ^ 800'985'8588 562'988'1688 Monroe County BOCC Information Technology Antonio D6vi|a 1ZUUTru man Ave, Ste. Z11 Key West, FL33U4U Dear Mr. D6vi|a, I am pleased to submit the attached proposal to Monroe County BOCC Information Technology in response to the ECM implementation project. Compulink Management Center Inc. (DBA Laserfiche) is the developer of the award-winning Laserfiche'enterprise content management solutions as well as a respected systems integrator and consultancy. We believe that the value, flexibility and functionality Laserfiche provides is particularly well aligned with the short and long term goals of Monroe County BOCC Information Technology.The integrated architecture of Laserfiche provides unique opportunities to combine system components and technology in order to provide uniquely personalized and intuitive user experiences. While most LaserMche solutions are sold through authorized rese||ers throughout the world, LaserMche Direct selectively bids on opportunities vve consider strategically important.VVe view these relationships as long-term, mutually beneficial partnerships where our customers benefit from working directly with the software developer. We would be pleased to discuss any aspect of this proposal and to provide additional information related to our proposed solution or ability to deliver if requested. We acknowledge and understand that if Laserfiche is awarded the underlying contract, the parties will then negotiate the terms of(i)the services and (ii)the end user license agreement associated with the Laserfiche software. We look forward to next steps and appreciate this opportunity. Sincerely, John Chick, Solutions Consultant Phone: 562'253'1593 Email: [VonroeCountyB(ICC |nfor Techi Pr(')jecLEsLimate/ConhdenO'ia|/Pa�e1 DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Contents ExecutiveSummary.......................................................................................................................................3 CostSummary...............................................................................................................................................5 Laserfiche Cloud (SaaS)— Business Tier Package......................................................................................5 AcquisitionCost ....................................................................................................................................5 AnnualRenewal (Year 2+).....................................................................................................................5 LaserficheSoftware.......................................................................................................................................6 Optional Components and License Types.................................................................................................8 Laserfiche Licensing Models—SaaS..............................................................................................................9 SaaS—Laserfiche Cloud Business Tier Package ........................................................................................9 Laserfiche Cloud—Business Users............................................................................................................9 Laserfiche Cloud— Business Tier— Licensing Quote.................................................................................2 Laserfiche Cloud—Business Tier—NCPA(Omnia Group)Tiered Pricing*..............................................12 Support ....................................................................................................................................................... 13 Laserfiche Software Support Plan...........................................................................................................13 LSSPPackage Summary....................................................................................................................... 13 Statement of Work—Electronic Content Management (ECM) System......................................................14 Project Scope and Objective...................................................................................................................14 ProjectStructure..................................................................................................................................... 14 IdentifiedPhases................................................................................................................................. 15 Customer Responsibilities...................................................................................................................19 ProjectAssumptions...........................................................................................................................20 Laserfiche Responsibilities..................................................................................................................20 Professional Services Pricing...............................................................................................................21 PaymentPlan......................................................................................................................................21 Statementof Work Approval..............................................................................................................22 ,��»,IIIIIIII ,, vmmm U41 �uu9 f�uul uumt �pta�uu Wulq q��m1�IIIII' ' 7 m fg9�I�� tllwoiMl� pNIII�IInn IIIIIIII �l� IIIIIIII�� IIIIIII�IIIIIII [Vk)i c1,(') C(")(110,y D(l C Ii ci(,)n rr,1 rri I c chi crrlrrl,',V h rrte,.c t i st.hi� me/(.CYI ci�clei 0inI / h nr!')'e I mo �moioou Yuouuol� Vumu IVouuur�, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Executive Summary Monroe County BOCC Information Technology is seeking to implement a modern and scalable ECM platform that offers widespread accessibility, usability, and standardizes controlled document governance across the organization.The solution should support a diverse population of users and offer a seamless experience for end-users, business analysts, managers, and system administrators to effectively access, create, and manage their electronic forms or documents in a highly available and secure environment. Compulink Management Center, Inc. dba Laserfiche (Laserfiche) is a leader in the ECM space. While many Laserfiche solutions are sold globally through authorized resellers, Laserfiche Direct selectively bids on opportunities we consider strategically important. We view these relationships as long-term, mutually beneficial partnerships where our customers benefit from working directly with the software developer. In return, the company obtains real-world feedback as we continue to improve the way Laserfiche solutions meet the needs of organizations like Monroe County BOCC IT. Laserfiche offers industry-leading ECM solutions that have been implemented within organizations throughout the world to drive growth and simplify compliance through the centralization and standardization of operational business processes. Benefits of the platform include: • DoD 5015.2 and VERS Certified Records Management— Laserfiche is a records management industry leader.The system includes DoD 5015.2 compliant Records Management and auditing capabilities to create transparency and easily report that records are tracked throughout their lifecycle and appropriately handled for disposition, legal-hold, or policy review. • Automated Capture, Indexing, and Reporting—Laserfiche offers advanced capture and batch workflow processing tools to automate the indexing of structured content, reducing the time and need for manual data entry and file organization. Administrators and managers are offered the ability to configure and schedule automated reporting on the status of their records, content metadata, and process performance metrics. • Flexible Design and Deployment—Laserfiche offers portability and lightweight deployment to teams through dedicated native mobile applications and a responsively designed web-client. The flexible design of the Laserfiche platform is well-suited for operations that involve collaboration across business units with users of various functional roles. • User-Friendly Compliance—With user-friendly interfaces, Laserfiche enables users to interact with content intuitively while enforcing process consistency.The necessary security and process controls are built into the solution as an underlying framework, creating content governance and enforcing compliant practices across the enterprise as a natural byproduct of the system's usability. • Combine Commercial-Off-the-Shelf(COTS)Software with Custom Integrations—Laserfiche is COTS software, architected to offer off-the-shelf configuration and integration capabilities without additional coding. Out-of-the-box, Laserfiche integrates with the Microsoft Office suite of products as well as SAP through the Archivel-ink connector.The Laserfiche Workflow system comes with pre-configured integration activities, including database connections, SQL queries, and web service calls.The Laserfiche Software Development Kit (SDK) provides the same programming interface Laserfiche uses for all client-side development and allows custom development to further expand Laserfiche functionality or embed it into Monroe County BOCC IT's existing business applications. �v�m�mm liiomi�np^�Q�uuq p f�uul uumt �pta�uu Wul qq{,::IIIII' [VI /I pp ^^�/ 0 pp pp { � 7� p { I IIIIIIIIIIII��Ui�I�II oIImllI,, hill�IInh IIIIIIII IIIIIIII�� IIIIIII IIII mIm I fi(Y Y�C Y(;!, k,CYI� �l.Y IJ{�k,k, ( YI(Y` �7r;;11CY Y I,`G.IY YC YI(Y�'.tY I CY�(,'..( 1 I �)1.I �7r111.(`�k,..,CY YI I(dli'�11r 11(`� I7r,;��rl�',:,�i hl l U ""'',III mo �moioou Yuouuol� Vmou IVouuur, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche looks forward to discussing the contents of this proposal in detail with the Monroe County BOCC Information Technology team and appreciates the opportunity to establish a mutually beneficial partnership. IIIIIIII ,,�pta�uu Wul qq{u��n1�IIIII' rr //ypp ^^�/ Bpp pp { 7 p11' IIIIIIII�� IIIIIII �mim �fi(Y Y�CY(;!, k,CYI� �l.YJ{�k,k, ( Y (Y` ➢�r:,�11C Y Y I,`G.IY YC YI(Y�'.� � I CY�(,'..( 1 I �)1.I��7r�111.(`�k,..,CY Y I{dli�'�11r�11/� I7r,�,��ir('i��y""'',III mo �moioou Yuouuol Vmou IVouuur�, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Cost Summary Laserfiche Cloud (SaaS) Business Tier Package Acquisition Cost Laserfiche Software Licensing $61,667.92 Professional Services (Cloud)— Laserfiche System Implementation $89,392.30 Total: $151,060.22 Annual Renewal (Year 2-k) Laserfiche Licensing $61,667.92 The above pricing is in accordance with the NCPA (Ornnia Group) Contract#01-158 ��' mo,�,,oe c.ou,��Y o(D(.(�. I I�{(,)n� � I e(1�1 / Pi,(')ject Lsth��nte (,,)I Yhdei OJnI/ Pn��')'e DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche Software Laserfiche is the developer of award-winning Enterprise Content Management(ECM) software, packaged to meet the needs of an enterprise deployment. Laserfiche provides both Software as a Service (SaaS) and Self-Hosted licensing models, each making available various Laserfiche Components, as noted below: � ® alum Laserfiche Server(Self-Hos7On//y) Core application and content server for Self-Hosted Laserfiche systems. Laserfiche Repository Stores all Laserfiche content types in an organized folder hierarchy. Laserfiche Web Client Enables users to access the repository through all modern internet browsers. Laserfiche Windows Client Enables users to access the repository through an installed desktop application. Laserfiche Mobile Enables users to access the repository through a mobile application available on iOS, Android, and Windows devices. Laserfiche Advanced Audit Trail Tracks all attempted and failed events performed in the repository. Laserfiche Records Management Provides integrated, DoD 5015.2 certified records management functionality to keep track of documents through their complete records lifecycle, including cutoff and disposition actions. Laserfiche Snapshot Virtually prints content into the repository as a TIFF image, generates associated text for full-text searching, and allows for indexing upon import. Laserfiche Quick Fields Complete Provides automated capture and processing capabilities to content from a scanner, network drives, or content already in the repository. Processing capabilities include: Real-Time Lookups, Barcode Reading, Pattern Matching, Zone OCR, Scripting, Document Classification, Auto-Annotations, and Optical Mark Recognition. Laserfiche Quick Fields Agent Enables the scheduling of Quick Fields sessions to run unattended. �v�m�mm liiomi�np A^�Q�uuq pp f�uul uumt �pta�uu Wul qq{un1�IIIII'�U1�19�I�II��II�IIW��6u011IIh IIIIIIII �� IIIIIIII�� IIIIIII �mm rr (Y Y'C Y( pp,CYI1 ^^.Y B(I)CC ()pppp ( IGI tY 7 CYj( 1 I s1 nr11 ( p ,C Y Y I{dli 01n1/ I7n�)r l'`6 mo moioou Yuouuol Vmou IVouuur, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 � ® alum Laserfiche Import Agent Monitors network folders, imports files into the Laserfiche repository, generates associated text for full-text searching, as well as automatically index and route documents based on the Window's file path or name. Laserfiche Microsoft Office Integration Allows for direct content import, as well as indexing capabilities,from a Laserfiche ribbon at the top of all Microsoft Office products. Within Outlook, emails and attachments can be imported to the repository and auto- indexed with email properties, such as the to, from, subject, time received, etc. Laserfiche Process Automation Automates content processing through the configuration of (Workflow& Forms) a drag-and-drop workflow designer, as well as enables the collection, routing and processing of information captured on an electronic form through the configuration of a drag- and-drop forms and business process designer. Laserfiche Connector Provides a non-programmatic means for integrating Laserfiche with a line of business applications to perform actions such as searching based on identified fields on a page, indexing content being scanned into the repository, kicking off Workflows, etc. Laserfiche DocuSign Integration Enables organizations to initiate a signing process with DocuSign from Laserfiche Web Client by choosing a document, DocuSign template, and who needs to sign it, then ultimately saving the executed document back into Laserfiche as a new version. Laserfiche SDK Includes access to the same Web Services, APIs, and libraries used to develop the Laserfiche applications. Laserfiche Public Portal Allows concurrent, read-only connections to allocated areas of the Laserfiche repository to be accessed by unauthenticated (public) users. Laserfiche Forms Portal Allows form submissions from unauthenticated (public) users. �v�m�mm luomi�np A^�Q�uuq pp f�uul uumt �pta�uu uuu qq{un1�IIIII' [VI /I pp ^^�/ 0 pp pp { � 7� p { I ', A` IIIIIIIIIIII��Ui�I�II oIImllI, �6u011IIllh IIIIIIII IIIIIIII�� IIIIIII IIII mIm I fi(Y Y�C Y(;!, k,CYI� �l.Y IJ{�k,k, ( YI()` ➢fir:,11CY Y I,`G.IY YC YI(Y�'.tY I CY�(,'..( 1 I �)1.I �7r111.(`�k,..,CY YI I{dli'�11r 11(`� I7r,�,�)rl. hl l U ""'',III mo �moioou Yuouuol� Vmou IVouuur�, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Optional C ornponents and License Types In addition to the core components of the Laserfiche software platform,the following software components and licenses are also available: MISR Participant Limited, authenticated access to Laserfiche for employees. Participant User Users licenses provide the ability to participate in forms processes (submit, review, approve, etc.) and have read-only access to the repository. Community Limited, authenticated access to Laserfiche for non-employees. Community User Users licenses provide the ability to participate in forms processes (submit, review, approve, etc.) and access the repository in a read-only fashion. ,��»,IIIIIIII ,, vmmm U41 �uu9 f�uul uumt �pta�uu Wulq q��m1�IIIII' ' 7 m f�9�I�� tllwoiMl� pNIII�IInn IIIIIIII �l� IIIIIIII�� IIIIIII�IIIIIII [Vk)i c1'(') i.rr(ai 0'y B(li.i. Ii ci(')n rr,1 rri I c chi crrlrrl,',V h rrte,.c t i sth I rnte/(.CYI ci�clei O nl / h nr,')'e"'t�' mo �moioou Yuouuol� Vumu IVouuur�, 000uSign Envelope ID:aoe1EEon-3Foo-4aEoeoAn-0o7oFo77acco Uaserfi[heUi[ensing Models — SaaS SaaS— LaSe[fiChe Cloud Business Tie[ Package Laserfiche Cloud introduces a straightforward annual fee including software licenses, hosting and storage in Amazon Web Services (AWS), technical support, and quarterly software update deployments to incorporate the latest features and performance enhancements. LaSe[fiChe Cloud Business Users LaserMcheC|oud— Business Users provide authenticated, read/write access to the entire array ofLaserMche feature functionality in one user type. |n summary, each Cloud— Business User bundles the following components: * 1UUGB Storage Per User* * Microsoft Office Integration * Web,Windows and Mobile Clients * Microsoft Teams Integration * Advanced Audit Trail * Process Automation (Workflow * Records Management and Forms) * Snapshot * Connector * Import Agent * DocuSi8n |nte8ration *Storage Per User is pooled across the account. The following are also included across the Laserfiche Cloud—Business Tier configuration: * 1Repository * SDK * 10 Instances of Quick Fields Complete * Unlimited Public Portal * 1U Instances of Quick Fields Agent * Unlimited Forms Portal * LaserMche APIs—1UU,UUUcalls/month Please see Pricing breakdown ontheƒo0omingpage: [Von1'oeCou1 0'yB(DCC |nfor Techi ProjectE�Aimate/ConfidenO'ia|/Pa�e9 DocuSign Envelope ID:8B91 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche Cloud Business Tier Licensing; Quote Initial Acquisition Cast&Annual Renewal The subscription model costing below combines the cost of hosting, licensing, support, and software updates in a cost that is based on a per-user fee that is prepaid annually.Additional discounts have been extended to Monroe County BOCC based on current Laserfiche promotions. The below estimate reflects pricing structure and discounts of the NCPA(Omnia Group) contract.This contract entitles Monroe County BOCC to a 3.1%discount across Laserfiche Products and Services, not previously discounted by Laserfiche directly. uu CLENF3 Laserfiche Cloud— 60 $872.10 (NCPA discount $52,326.00 Business Users already applied) CFPAR Laserfiche Cloud— 64 $116.28 (NCPA discount $7,441.92 Participant Users already applied) CLENF3 Laserfiche Cloud— (TEST— Business Users Test 10 $950.00* 80% Optional) Account (500GB $1,900.00 Storage) Laserfiche Cloud Subscription—Business Tier $61,667.92 *This test system has received an 80%discount from Laserfiche Direct.The NCPA Contract pricing does not affect this line item. By subjecting the test system to NCPA pricing,Monroe County BOCC would lose the 80%discount and only receive the standard 3.1% per the contract. goo»,IIIIIIII �vm�mmpp Viomia �uuq uuf uumt pl�uqu uuu {u��nl��llll", IIIIIIIIIp v�Ull�vdl�� lll�� o�il��i 11 �� uimu l i`�t`I(")I•YCrt, 4.(,)uI•0'y 3(1)(.,(. II YICrI'I•Ir tiCrI Y I t.chI YC{If„7j�,`y",� Pir('`)jt ct L1 e�lflilrllti"j'�4 CrI Ylidel OJr I/ 1{ lj')'e 'nr V mo �I�iiioll nlouuoo mlmn, Ilmuuur�, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Laserfiche Cloud Business Tier NC:PA (Ornnia Group) Tiered Pricing* Ili 11 Mil lli:lli� 1 11 CLENF3 Laserfiche Cloud—Business Users 25—49 $920.55 50—99 $872. 00 100—199 $731.60 200—499 $712.22 500—999 $421.52 1,000+ $290.70 CFPAR Laserfiche Cloud—Participant Users 10-199 $116.28 200-499 $69.77 500-999 $52.33 1,000+ $40.70 CFCAL Laserfiche Cloud—Community Users Block of 500 $12,209.40 Block of 1,000 $17,626.11 Block of 2,000 $23,498.25 Block of 5,000 $35,252.22 Block of 10,000 $46,996.50 Additional Storage (100 GB) 1 $290.70 * Included rates are representative our the NCPA contract 3.1% discount on Laserfiche Products. � Y „Y / '%I',��v�mmmpp luomillap ell f�..�IVVI uum p�mqu uuu q{u��n1¶ ` /y g , p p { p { I ^ r ��U11�9 tlI�IIE�ll��}IIW��6u01111h Y �� IIIIIIII�� IIIIIII �IIIilll�lll�� I�fCY Y�CYI.'.`f.CYIl Y 1IJ{)k.k. I��f CY� ➢�r1�1,.ICYY I.(.,I��Y YCYICY�� I7�CY I:G.1I 11�i1111, k.(.�1 Y I{dl. fl.Ir11 11:r 1. Ulul "',III mo �moioou Yuouuoi� Vmou IVouuur�, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Support Laserfiche Software Support Plan With the rapid pace of technology, it can be a major challenge to keep systems secure, efficient and up to date. The Laserfiche Software Support Plan (LSSP) is an annual investment that provides customers with comprehensive resources to meet this challenge successfully—and to maximize the return on Laserfiche investments. LSSP is prepaid as part of the bundled annual subscription license for self-hosted and SaaS systems. LSSP may be purchased with a perpetual system and auto-renews on the original date of purchase of the underlying perpetual licenses. With the LSSP program, Laserfiche provides the following services: • Rapid-response technical support—Laserfiche Direct will promptly troubleshoot and resolve issues that arise, mitigating the impact to operations or user productivity. • The latest hotfixes,updates,and patches—These critical items ensure that the Laserfiche system continues to operate at peak efficiency. • New releases—Customers can make sure their system stays current with the latest functionality, as new releases of licensed products are included at no additional charge. • Online support resources—Customers receive 24/7 access to the Laserfiche Support Site, which offers product videos, user guides,and detailed technical information that enables end-users and system administrators optimize system performance and usability. • Comprehensive Training—Customers can take advantage of numerous hands-on training opportunities—including Regional Trainings and the annual Laserfiche Empower Conference— where Laserfiche experts instruct and demonstrate best practices in using and supporting Laserfiche tools. I._SSP Package Summary Laserfiche is pleased to offer two distinct packages of the Laserfiche Software Support Plan to align with your organizational needs for ongoing support: Basic LSSP Basic support includes all updates, access to online support resources, and a 24-hour response time with Laserfiche Helpdesk. Basic LSSP is standard and included with all systems as part of the subscription licensing package. Premium LSSP Premium support includes all updates, access to online support resources, and a 4-hour response time (excluding holidays)with Laserfiche Helpdesk. Online chat support is available from Sunday at 5 p.m. PST through Friday at 5 p.m. PST(except on weekdays between 2 a.m. and 6 a.m. PST). Premium LSSP support adds a 15% increase to the unit rates for product licensing and can be made available upon request. �'1lUl`��11�9 m�1{o�I�II�l�moIllwouoomui�h lujI ll�m A�M1 l{y"1Y6�uIuIoI0�u{IOuIIoIIl h IIIIIIfI�I 11'IIIIIIII ��{lllmlllu III 11 mV ouIuurI, `` I(Y Y�C Yi gg,CYI1 ^^.Y J()pp pp I I { I tY Y CYI IG1 y s11Y r11 ( (.,(")I Y Il ^.rl( 7r�.,7I r .J DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Statement of Work — Electronic Content Management (ECM) System This Statement of Work ("SOW"), dated effective as May 17, 2023 ("Effective Date"), defines the professional services ("Professional Services") that Compulink Management Center, Inc. dba Laserfiche ("Laserfiche") will provide for Monroe County Board of County Commissioners ("BOCC" or"Customer") in conjunction with the Electronic Content Management project ("Project"). This SOW is hereby incorporated by reference into that certain Laserfiche Services Agreement, between Laserfiche and Customer, dated effective as of May 17, 2023 (the "Agreement"). In the event of any conflict or inconsistency between this SOW and any terms or conditions set forth in the Agreement or other document relating to the transactions contemplated by the Agreement, the terms and conditions set forth in this SOW will prevail. Project Scope and Objective BOCC seeks to implement a modern, robust, commercial-off-the-shelf, enterprise content management system tlo�plem r ttn irdnocntuPi`trive?,rw lsdb�sed,wrepos°topyroocet seex Tee slvein b enc�ten s malnagement, metadata management, and records management capabilities. • Implementing version control functionality, role-based permissions management, and advanced reporting and auditing capabilities to support compliance with BOCC regulations. • Implementing a platform to support future automated capture and business process automation. To this end, Laserfiche will provide a centralized content repository with robust document management capabilities, user-friendly web-based interfaces, and extensive business process automation capabilities through workflow and electronic forms as part of the fully implemented project. This estimate provides the scope of work, level of effort, and pricing for the project implementation based on information provided as part of this pricing proposal. Project Structure Laserfiche will use Phases to drive the development of this project. Phases focus on large objectives and problems identified at the beginning of the project and may sometimes run in parallel. Phases and the solutions proposed may be updated throughout the course of the project, with no formal scope change needed unless the estimated project effort increases. If the estimated effort does increase, a scope change will be needed to set a new budget. Aside from that, there is trust that the Laserfiche engineers and the BOCC team working on the project will know how to best use their efforts to deliver a quality solution. Laserfiche anticipates a cooperative learning relationship with BOCC throughout the project in which BOCC will be actively involved throughout all Phases. �ll��1{ 1l O lI11l, {l{IIIIIII / 7IIIIIIIIIIII;�u�o��l,oxmllI,'lurilhilli �� 11'��Vmou ��Vommr (/ICr Y`C rf1k�.Crfl Y1:.` Ir4!4.4. I,.fICr` iIr1',fCr Y f.(::I.Y YCrICr(,`r`( I CrIfkG:`1 I S,1f.Y.I rll f., 4.�:) YIf(�f. 'Y:f r1I, I7r1j.,,'{ /'� DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 dentified Phases The following Phases (major project areas) are included in the Professional Services. Phases will run in parallel where possible. 12=111MMEMEMEMEMEMEM Requirements Core Activities Include: Gathering . Work with BOCC Business Analysts to define taxonomies, metadata, document types, retention schedules, user/group access, and other repository infrastructure that will support subsequent work. • Work with BOCC Business Analysts to define and document the migration from OpenText Alchemy. • Work with BOCC Business Analysts to plan training topics for the system administrators and trainers. Deliverables/Acceptance Criteria: • Project Plan. • Requirements Document. Assumptions Driving Effort: • The Requirements document produced during this phase will be an export of all documented features in Azure DevOps. Features or additional items added following this phase to Azure DevOps may require a Project Scope Change Request and could affect project scheduling. .................................................................................. Infrastructure Core Activities Include: and Cloud: Authentication • Create Laserfiche Cloud account(s)for Development/Test, and Production environment(s). • Perform initial security and access configuration for infrastructure and applications. • Work with BOCC IT to configure SAML Identity Provider for application authentication. Laserfiche Cloud supports the following SAML Identity Providers: Okta, Azure Active Directory(AD), Active Directory Federation Services (AD FS) and OneLogin. Any other identity providers are out of scope. • User management during and after the project is BOCC's responsibility. Deliverables/Acceptance Criteria: • Laserfiche software installed in all on-premises environments or accessible to BOCC in the Cloud environment. Assumptions Driving Effort: „�Illll{ q 1 �{��pp l u O I1�l' {l{IIIII `` //ygg ^^ pp pp { / Y p { ^ r �1Ui tlI�II,oxm IIIIII� }IIII0�IIIIIIII 11'IIIIIIII�� IIIIIIIuum I fi(Y Y�CY(.'i f,CYll Yl.YIJ{)k.k, fCYO ➢�r11,.ICY Y I.(.,IY YC YIC Y( I CYI I,`G.1 I ,`)11 YI r111.(`�k.(.�1 Y I{Irl. il.Ir11( I7r1(.,I.11I0 VIIIIIII vIII�{101111114. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 .................................................................................. • BOCC is utilizing a single identity provider and all users will authenticate to Laserfiche using accounts on that domain. Additional identity providers will be scoped out separately. • BOCC will establish any trust relationships between the BOCC and Laserfiche domains necessary for Laserfiche to authenticate login requests against BOCC Domain Controllers. • For Cloud: Laserfiche will initialize up to two environments; each environment will result in an additional fee for the customer as defined in the licensing proposal. • For Cloud: BOCC will provide a Windows machine or server for the installation of a remote agent to support capture, integrations, or custom scripting as needed. .................................................................................. System Core Activities Include: Implementation Create and configure an intuitive Laserfiche repository for BOCC to support migrated documents, which includes: • Configuring user and group security access to applications. Access may be controlled through Active Directory user and group synchronization as desired. • Implementing granular user and group access and security configurations for documents, folders, metadata, and processes based on pre-defined criteria. • Configuring hierarchical folder structure to support document storage, searching, and records retention. • Configuring templates, indexing fields, records retention, and naming convention per metadata plan. • Configure Laserfiche Workflows to rename, index and route incoming day- forward documents to appropriate folders in repository based on metadata fields. Deliverables/Acceptance Criteria: • Laserfiche repositories deployed and ready for user acceptance testing(UAT). Assumptions Driving Effort: • BOCC will have no more than 10 document types and associated field templates and retention schedules. Laserfiche defines a document type as a document with a unique set of metadata fields. • Laserfiche defines a Record Series as a combination of a retention schedule, cutoff, and disposition action. Ex: "Retain 5 years after the End of the Fiscal Year, then Destroy'. • Laserfiche will implement up to 5 security roles. �ll��1{ q 1 �{��pp l u O I1�l, {l{�IIIII `` //ygg ^^ pp pp { Y p { ^ rIIIIIIIIIIII�1Ui tlI�II,oxmIIIIIIII� }IIIIIII101�IIIIIIII 11'IIIIIIII�� IIIIIII IIII uulm I fi(Y Y�CY(.'i f,CYll Yl.YIJ{)k.k, flCYO ➢�r11,.ICY Y I.(.,IY YC YIC Y( I CYI I,`G.1 I ,`)11 YI r111.(`�k.(.�1 YI I{Irl. il.Ir11( I7r1(.,I. I.,F.711I0 VIIIIIV vIII�{101111114. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ OpenText Core Activities Include: Alchemy • Prepare migration strategy and define optimal migration method for Document document migration from the existing Alchemy system. Migration • Build a migration utility to support the content migration from the Alchemy System to Laserfiche. • Run test, main, and differential migrations to copy documents and metadata from Alchemy to Laserfiche. Deliverables/Acceptance Criteria: • Content from the Alchemy system migrated to Laserfiche and checked by both Laserfiche and BOCC for completeness and integrity. • A Migration Report to record correctly migrated documents, note any unhandled exceptions that led to un-migrated or changed data, and suggest any remediation steps the BOCC team can take. Assumptions and Constraints: • BOCC will provide Laserfiche has adequate hardware resources to perform the document migration. • Laserfiche will migrate all legacy Alchemy data to Laserfiche (up to 5.5TB of documents and data) into the same folder structure as Alchemy. Restructuring the folder structure and metadata will be handled during a future phase. • Over 95%of documents in the system are in TIFF or PDF format. • BOCC will provide information on desired exception handling (e.g., how to index documents missing required information). • There are no more than 10 document types (unique metadata sets) in the Alchemy application. • File types will remain in their original format as provided to Laserfiche from the Alchemy application. • All files are in standardized and non-proprietary formats. Any metadata is stored in an ODBC-compatible relational data source, such as SQL Server. • There are no document versions to be migrated from Alchemy. • Annotations applied to documents in Alchemy will be migrated to Laserfiche where possible. If annotations are burned into the document, they will be migrated with the document image. If annotations are an overlay, Laserfiche will migrate all annotation types that map to Laserfiche annotations. Annotations must have location coordinates stored in a database to be properly positioned in Laserfiche. • OCR data for documents in Alchemy will not be migrated. Laserfiche will work with BOCC on best practices to OCR documents in Laserfiche after they are migrated. „�Illll{ q 1 �{��pp l u O I1�l' {l{IIIII `` /I gg ^^ pp pp { / Y p { ^ rIIIIIIIIIIII�1Ui tlI�II,oxmIIIIIIII� IIIIIII101�IIIIIIII 11'IIIIIIII�� IIIIIIII IIII uulm I fi(Y Y�CY(.'i f,CYll Yl.YIJ{)k.k, fICYO ➢�r11,.ICY Y I.(.,IY YC YIC Y( I CYI I,`G.1 I ,`)11 YI r111.(`�k.(.�1 YI I{Irl. il.Ir11( I7r1('yI. I.,A 11I0 VIIIIIII vIII�{101111114. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 .................................................................................. • No security access rights that may exist in Alchemy will be migrated with the documents into Laserfiche. Security will be applied in Laserfiche post- migration. • BOCC will be responsible for any final data clean up suggested in the Migration Report necessary to address migration exceptions due to data not meeting previously communicated and documented assumptions and expectations. • For Cloud: Documents may need to be transferred to Laserfiche Cloud via external hard drive to expedite the migration process. BOCC will be responsible for backing up the data to the external hard-drive with guidance from Laserfiche. BOCC will be responsible for any costs associated with the external hard-drive. ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Training, Core Activities Include: Knowledge Train BOCC users and administrators as well as Laserfiche Support on the solution Transfer, and developed and how to manage and support it,which includes: Documentation • Provide recorded on-site or remote training to BOCC end-users and administrators on how to use and implement the solution. • Provide recorded on-site or remote training to BOCC administrators on how to maintain the system. Deliverables/Acceptance Criteria: • Training sessions (either remote or in-person) for BOCC end-users, administrators, BOCC Stakeholders, and Laserfiche Support on the new Laserfiche solution for post-project support. Assumptions Driving Effort: • BOCC will work with Laserfiche to help develop appropriate training materials for end-users and be available to provide any assistance Laserfiche may need for additional end user trainings. .................................................................................. User Core Activities Include: Acceptance . Work with BOCC to develop test scripts for UAT that map to the defined Testing acceptance criteria. • Testing by BOCC end-users using the test scripts. • Remediate any issues discovered during UAT until acceptance criteria are satisfied. • Work with BOCC to complete performance and compliance testing. Deliverables/Acceptance Criteria: • Solution deployed in Test, approved by BOCC for promotion to Production. Assumptions Driving Effort: IIIIIII mlulm pppp l II �,11``��{IIIII� �IIIII p 1�{llN1ID pull {l{^IIIII /y g { Y p { IIIIIIIIIIIII��9 tlll�ll�,�II�IIImII�'`6yyluouupi� � 11,111,11,IIIIIIII III�� IIIIIII��uuuu I (�fICYI YI'CYI.'.`f.CYlll Y7•..V B(I)CC Il��fl CYI�I➢7r1�1;.ICYI Y I.(.,I��YI YCYICY(tY � I I CYI I,`G.1 I ,`)11I YI r111.(`�k.(,1I YI I{�I.I f7•..Ir11(`� I7r1(.,^,I. J,".7 11I0 IIIIIV �V01111114. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 .................................................................................. • BOCC personnel will be available for UAT per a mutually agreed-upon schedule. .................................................................................. Go-Live and Core Activities Include: Post-Production 0 Prepare for system Go-Live. Support • Promote solution to Production. • Remediate any issues within scope as necessary. Deliverables/Acceptance Criteria: • Laserfiche solution deployed in Production and ready for end-users. Assumptions Driving Effort: • The Laserfiche project team will continue to support the solution for four(4) weeks while transitioning support responsibilities to the Laserfiche Direct Support Team. C:ustorner Responsibilities PLEASE INITIAL HERE THAT CUSTOMER HAS READ AND UNDERSTOOD THE ADDITIONAL RESPONSIBILITIES BELOW AND AGREES TO THE FOLLOWING CUSTOMER RESPONSIBILITIES AND PROJECT ASSUMPTIONS: 1. Customer will make available and provide access to the following necessary personnel to ensure Project success, within two to three business days after written request by Laserfiche. Customer will make available, and provide access to the following necessary personnel: a. A designated Project manager to help schedule meetings, facilitate Project governance, coordinate document requests, and other tasks. b. IT personnel, such as system administrators, database administrators, or help desk. c. Subject matter specialists to provide information regarding Customer' business processes. d. Personnel with the skill and knowledge to execute the test scripts and document results for User Acceptance Testing ("UAT"). 2. Customer will work with Laserfiche to provide any necessary technical resources and support. This includes: a. Relevant documentation as it relates to the Project and/or an acceptance of key deliverables within two to three business days after requested by Laserfiche. If Customer does not respond in writing to Laserfiche's request for acceptance within five business days of Laserfiche's request with an acceptance or explanation of refusal, then Customer will be deemed to have accepted such deliverable. b. Access to Customer' development environment that Laserfiche and the Laserfiche Direct team may require to develop the Project solution. 3. Customer agrees to be responsible for procuring any and all hardware or software components necessary for the successful completion of this SOW.This may include: �ll��1{ q 1l �{��pp l u O I1�l, {l{��IIII `` /I gg ^^ pp pp { Y p { ^ rIIIIIIIIIIII�1Ui tlI�II,oxzIIIIIIII� }IIIIIII101�IIIIIIII 11'IIIIIIII�� IIIIIII IIII uulm I fi(Y Y�CY(.'i f,CYll Yl.YIJ{)k.k, flCYO ➢�r11,.ICY Y I.(.,IY YC YIC Y( I CYI I,`G.1 I ,`)11 YI r111.(`�k.(.�1 YI I{Irl. il.Ir11( I7r1(.,I. I11I0 VIIIIIV vIII�{101111114. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 a. Windows Server 2016 R2 (or higher) and SQL Server Standard/Enterprise 2016 (or higher). b. SSL certificates for all servers, as required. c. Proper licenses that Customer may need to integrate Customer' software or systems with Laserfiche software. Project Assumptions 1. The Professional Services described in this SOW encompass the scope of this Project. Any additional changes or scope requests should be provided in a separate SOW or Change Order. For clarity, the Professional Services herein will focus exclusively on Laserfiche software, including its system and solution, except where explicitly noted in this SOW. 2. If after Laserfiche requests a statement of acceptance on Project closeout, Customer does not provide written acceptance or a reasonable explanation of a denial within five business days, Customer will be deemed to have accepted. 3. All Laserfiche Software is subject to the terms and conditions of the underlying Purchase Order, Laserfiche End User License Agreement and/or Cloud Subscription Agreement, as applicable. By accepting this Statement of Work, Customer accepts the terms and conditions therein, as applicable. Laserfiche Responsibilities LAF DS HE ACKNOWLEDGES AND AGREES TO THE ADDITIONAL RESPONSIBILITIES BELOW. 2. � Laserfiche will make available, and provide access to the following necessary personnel: a. A designated Project manager to help schedule meetings, facilitate project governance, coordinate document requests, and other tasks. b. Laserfiche engineering personnel, as may be required. c.DS Personnel to perform preliminary testing during development and prior to UAT. Personnel will e made available per the Project schedule and plan. -aserfiche will work with Customer to provide technical resources and support.This may include escalation of issues to the Laserfiche Support Team or Laserfiche Development, as necessary. �ll��1{ 1 �/l O 1�l, qq{l{�IIIII `` //ygg ^^ y Y pp pp { ^� 7 y p { ^ 11C5IIIIIIIIIIII;i�I�II oxzlIll@�lllhiil h IIIIIIII 11' IIIIIIII�� IIIIIII IIII mim I fi(Y Y�CY(.'i f,CYI� Yl.YIJ{�k,k, CICYO ➢�r�I,.ICY Y I.{.,IY YC YIC Y� I CYI I,`G.1 �)11 Y7 r�11.(`�k.(.,�1 YI I{Irl. �l.Ir�l(`� I7r��.7I. �..I'1U11 hj��M1lll�{yyy'" ""'',II mo �moloou Yuouuol� Vumu IVouuur, DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Professional Services Pricing; The table below represents the estimated level of effort required for this project, including both onsite and offsite Professional Services work.This is a time and material project. Reasonable out-of-pocket expenses (e.g., airfare, lodging, meals, and ground transportation) will be billed as incurred and will not exceed 10% of Professional Services fees. This contract entitles Monroe County BOCC to a 3.1%discount across Laserfiche Products and Services, not previously discounted by Laserfiche directly. Cloud: uu m 1 Requirements Gathering $218.03 40 $8,721.20 2 Infrastructure and Authentication $218.03 10 $2,180.30 3 System Implementation $218.03 30 $6,540.90 4 Alchemy Document Migration $218.03 170 $37,065.10 5 Training, Knowledge Transfer, and Documentation $218.03 50 $10,901.50 6 User Acceptance Testing $218.03 70 $15,262.10 7 Go-Live and Post-Production Support $218.03 40 $8,721.20 TRV Travel $113 0 $0 Total 410 $89,392.30 Payment Plan All Professional Services will be performed in accordance with this mutually accepted SOW.To provide initial funding for the project and simplify billing, an initial payment of 50% of the cost of the SOW will be billed upon execution of the document.The balance of Professional Services will be billed monthly. Invoices are due upon receipt. Changes to project scope or effort required to complete specific work items due to unforeseen complications or issues outside of Laserfiche's control will go through a formal change order process with Customer. ,��ll»,IIIIIIII �ll��1{ uiomla �III�I l ��{OIIII f� IIIIIIII 1�{lllll)t �IIIq {l{�IIIII Y m �9�I�II,IIIII�II 'luolllloihIIIIIIII �l� IIIIIIII�� IIIIIII IIIIIIII [Vk)i�1'(') �C(")(11 0'y' B(l C Ii'cf(')nrr't.rri Iec.hicrrlrrl,Y h (')je.t i sthi r nte/`C(,,)I chdei O'Jnl/` hnr�')' . F`.J 11I0 IIIIIV �V01111114. DocuSign Envelope ID:81391 EE09-3FB2-48ED-93A5-0370FD778CC6 Statement of Work Approval IN WITNESS WHEREOF,the parties hereto have caused this Statement of Work to be executed by their duly authorized representatives as of the Effective Date. 111,1111 Milir, 1 i Milli, 2-1 11 E � President DocuSigned by: I`1 Peter Wayman 5/4/2023 55434A302F9F438... UG . MONROE COUNTY ATTORNEY L�M4k'f' D��S'Pfk"{'2HAA„ C..> " CHMSTME LIMBECT'BA%RP:DW S ASSMANT COUNTY AT"CCI MY DA E 5/1.7/2� ........ goo»{.IIIIIIII ��pp l u {�IIIV IIr�IIIII IIIIIIII ��{llluu uuu q4{�IIIII `` //y C. ^^�{ ' pp pp { ' C. { ^ '1U11�9 tlI�II�,�II�IIIIIIIII��IIIIIII101�IIIIIIII �l� IIIIIIII�� IIIIIII IIII�uuim I I�fi(Y Y�C Y(.'i f,CYll Yl.Y IJ{)k.C. I��fI CYO IIr1�1,.IC YY I.(.,I��Y YC YIC Y(tY � I CYI I,`G.1 I ,`)11�YI r111.(`�k.(.�1 YI I{Ir l. il.I r1 1(� I7r1(.,�,I. F 11I0 0 VIIIIIV vIII�{101111114. Client#: 1258425 305COMPUMGM DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 5/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aide Radilla NAME: McGriff Insurance Services PHONE 714 941-2850 FAX 877-297-9245 A/C,No,Ext: (A/C,No): 130 Theory Ste 200 E-MAIL aradilla me riff.com ADDRESS: g Irvine, CA 92617 INSURER(S)AFFORDING COVERAGE NAIC# 714 941-2800 StarNet Insurance Company 40045 INSURER A: p y INSURED INSURER B:Allmerica Financial Benefits 41840 Compulink Mgmt Center Inc Steadfast Insurance Company 26387 INSURER C: p y dba Laserfiche Berkley National Insurance Company 38911 INSURER D: y P y 3443 Long Beach Blvd. INSURER E: Long Beach,CA 90807 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY TCP701616013 03/13/2023 03/13/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE [*OCCUR PREMISESOEa occur°nce $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT X LOC PRO- PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ MBINED D AUTOMOBILE LIABILITY TCA702211710 03/13/2023 03/13/202 (CEO, identS INGLE LIMIT 1r 000r 000 acc X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR TCP701616013 03/13/2023 03/13/2024 EACH OCCURRENCE $20 OOO OOO EXCESS LIAB CLAIMS-MADE AGGREGATE $20 OOO OOO DED RETENTION$ Personal &Adv Injury $20 OOO OOO B WORKERS COMPENSATION W23H44370102 01/01/2023 01/01/202 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 **SEE BELOW FOR **SEE BELOW FOR ADDITIONAL ADDITIONAL COVERAGES** COVERAGES** DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if m——.. ro-i—n Certificate is subject to policy limits, conditions and exclusions. AIrua, ADDITIONAL COVERAGE/POLICY INFORMATION: 5 23 . 23 w a s (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Monroe Count BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton St. ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S32176101/M31738589 AFRAD DESCRIPTIONS (Continued from Page 1) C. Insurer: Steadfast Insurance Company(Non Admitted)-NAIC#: 10172 Technology E&O, Cyber, Privacy&Network Security and Media Liability Claims Made Policy Policy#EOC390488201 Policy Effective: 03/13/2023-Policy Expiration: 03/13/2024 $5,000,000 Each Claim $5,000,000 Each Aggregate $100,000 Retention D. Insurer: Crum&Forster Specialty Insurance Co.(Non Admitted)-NAIC#:44520 Technology E&O, Cyber, Privacy&Network Security and Media Liability Claims Made Policy Policy#EOL240269 Policy Effective: 03/13/2023-Policy Expiration: 03/13/2024 $5,000,000 Each Claim $5,000,000 Each Aggregate $100,000 Retention Excess of underlying $5,000,000 Each Claim/Aggregate Limits ************************************************************************************************* This Certificate only applies to the operations for which our Insured actually performs work and isreferenced by written contract between the Certificate Holder and our Insured. Monroe County BOCC is included as Additional Insured as respects General Liability as required by written contract. Certificate holder is included as Additional Insured,as respects to Tech E&O with Cyber,as required by written contract. SAGITTA 25.3(2016/03) 2 of 2 #S32176101/M31738589 Compulink Mgmt Center Inc TCP701616013 COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured —Lessors of Leased L. Duties in the Event of Occurrence, Offense, Equipment Claim or Suit B. Additional Insured —Owners, Managers or M. Expected or Intended Injury or Damage Lessors of Premises roperty Damage) C. Additional Insured - Primary and Non- N. Damage to Premises Rented To You contributory D. Additional Insured —Vendors O. Medical Payments E. Additional Insured —Written Contract or P. Non-owned Aircraft Agreement F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission J. Damage to Property— Borrowed Equipment, U. Waiver of Subrogation - Blanket Customer Goods, Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for"bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any"bodily injury" or"property damage" caused by an "occurrence"that takes place, or"personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II -Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any"bodily injury" or"property damage" caused by an "occurrence"that takes place, or"personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED -VENDORS Under Section II -Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage"that: 1. Is caused by an "occurrence"that takes place after you have signed and executed that contract or agreement; and 2. Arises out of"your products"which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of"your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of"your products"; or f. "Your products"which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage"that: 1. Is caused by an "occurrence"that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased to you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. 2. Under Section V- Definitions, the following is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II -Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury"to: a. A co-participant, your"employee" or"volunteer worker"while participating in amateur athletic activities that you sponsor; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage"to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your"employee" or"volunteer worker"; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V- Definitions, the definition of"bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II -Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for"property damage" liability is subject to the following: 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage"to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; do not apply to "property damage"to "customers' goods"while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for"property damage"to "customers'goods" is $25,000 per"occurrence". 3. Under Section V- Definitions, the following is added: "Customers'goods" means goods of your customer on your premises for the purpose of being: a. Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. b. Used in your manufacturing process. 4. Under Section IV -Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II -Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2. Under Section V- Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or"suit"; and b. Send us documents concerning a claim or"suit" apply only when such accident claim, "suit" or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence"to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular"occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I -Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I -Coverage A- Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I -Coverage A- Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of"property damage"to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV-Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V- Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke"does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I -Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft,Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II -Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury"to a co-"employee" of the person operating the watercraft; or b. "Property damage"to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II -Who Is An Insured, item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I -Coverages, Supplementary Payments -Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV -Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION -BLANKET Under Section IV -Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or"property damage", that requires you to waive your rights of recovery. Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Compulink Mgmt Center Inc x� Automatic Additional Insured Endorsement ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. Effective Date: This endorsement modifies insurance provided under the: Common Policy Provisions Expanded Security and Privacy Coverage Part Technology Liability Coverage Part It is agreed that: Solely with respect to the Common Policy Provisions and Coverage Part(s) purchased and selected above: I. The following is added to Subsection VI.M. of the Common Policy Provisions: It is further provided that this exclusion shall not apply to any Claim brought by an Additional Insured; II. The DEFINITIONS Section of the Coverage Part is amended as follows: A. The following is added to the definition of Insured: Insured also means the Additional Insureds. B. The following definition is added: Additional Insured means any natural person or entity: 1. with which you have expressly agreed in writing, prior to the commission of any Wrongful Act, to add as an Additional Insured under this Policy; or 2. listed by endorsement to this Policy; but only with respect to Loss or Defense Costs incurred by such Additional Insured as a result of your Wrongful Acts or the Wrongful Act of Insured Persons otherwise covered by this Policy. This Policy does not provide coverage for any Wrongful Act committed in whole or in part by any Additional Insured. All other terms, conditions, provisions and exclusions of this policy remain the same. U-ZPRO-443-C CW(05/18) Page 1 of 1 This page has been left blank intentionally.