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