2017-096A - Laserfiche WebLink

Home Browse Search

MASTER AGREEMENT DOCUMENT IMAGING SERVICES �&8�� AND PRODUCTS This Agreement for Document Imaging Services and Products (the "AGREEMENT") is made effective as of May 8th, 2817 (the "Effective Date") by and between OSAM, a wholly owned subsidiary of DataBank IMX, LLC., a Delaware Limited Liability Corporation with its principal offices located at 620 Freedom Business Center #120, King of Prussia, PA 19406, ("DataBank IMX") and Indian River County, a Florida county with its principal offices located atIOO127`"Street, Vero Beach, FL3296U'3388("[USTOK4ER"). WHEREAS, CUSTOMER desires to digitize certain of its documents; WHEREAS, DataBank IMX desires to provide CUSTOMER with document imaging services and related products; NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth herein, and intending to be legally bound, the parties enter into an AGREEMENT as follows: 1. Services/Products: This is a master AGREEMENT to which signed statements of work ("Statements of Work") may be attached by the parties from time to time. DataBank IMX shall provide the services ("Services") and/or products ("Products") as set forth in such Statement(s) of Work, each of which shall be attached hereto as Exhibit(s) A, A.1, A.2, and so on. Each Statement of Work will be effective as of the date it is signed by an authorized representative of each party. If any term of a Statement of Work conflicts with the terms of this AGREEMENT, the terms of the Statement of Work will control. DataBank IMX will commence Services or delivery of Products in accordance with a Statement of Work. 2. Pricing/Schedule of Charges: The prices CUSTOMER agrees to pay DataBank IMX for Services and Products shall be set forth in the applicable Statement of Work. 3. Payment Terms For Products and Services: Payment shall be made in accordance with the provisions of the Local Government Prompt Payment Act, Florida Statutes section 218.70 et. seq. 4. Taxes: CUSTOMER shall be responsible for all sales taxesuse taxes and any other similar taxes and charges of any kind imposed by any federal, state or local government entity on the transactions contemplated by this AGREEMENT, excluding only taxes based solely upon DataBank IMX's income. When DataBank IMX has the legal obligation to pay or collect such taxes, the appropriate amount will be invoiced to and paid by CUSTOMER unless CUSTOMER provided DataBank IMX with a valid tax exemption certificate authorized by the appropriate taxing authority. 5. Term: The term of this AGREEMENT shall be for one (1) year from the Effective Date (the "Initial Term"), which term may be extended to the extent a Statement of Work is in effect. The parties may renew the term of this AGREEMENT for successive one (1) year terms upon their written agreement. DataBank IMX shall, within thirty (30) days of expiration or termination of this AGREEMENT, deliver to CUSTOMER all deliverables created under outstanding Statements ofWork. 6. Termination: This AGREEMENT may be terminated as follows: If CUSTOMER fails to make any undisputed payment hereunder, and fails to cure such breach within