HomeMy WebLinkAbout2017-096AMASTER 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
OSAM Document Solutions, Inc.
thirty (30) days after receiving written notice from DataBank IMX, then DataBank IMX may
immediately and without further notice, terminate this AGREEMENT and declare all sums due and
to become due hereunder, immediately payable.
If either party materially breaches any term or condition of this AGREEMENT and fails to cure such
breach within sixty (60) days after receiving written notice of the breach, the non -breaching party
may terminate this AGREEMENT on written notice at any time following the end of such sixty (60)
day period.
If CUSTOMER elects to terminate this AGREEMENT for any reason, at any time following the first
anniversary by providing at least ninety (90) days written notice.
Either party may terminate this AGREEMENT immediately upon notice of appointment of a receiver,
or an assignee for the benefit of creditors of the other party, or in the event of any insolvency of the
other party, except as may be prohibited by applicable bankruptcy laws.
Either party may terminate this AGREEMENT with thirty (30) days' notice.
7. Intellectual Property Infringement. DataBank IMX will indemnify, defend and hold harmless
CUSTOMER, its affiliates, and their respective officers, directors, employees and agents against any
and all liabilities loss, damage or expenses (including reasonable attorney's fees), to the extent such
liabilities, loss, damage, or expenses are based upon a claim that Services or Products infringe upon
the rights of third parties, including any trademark, copyright, or patent right.
8. Limits of Liability: DataBank IMX shall indemnify and hold harmless the County, and its officers,
Commissioners and employees, from liabilities, damages, losses and costs, including, but not limited
to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional
wrongful misconduct of DataBank IMX and persons employed or utilized by DataBank IMX in the
performance of the Work.
DATABANK TAKES COMMERCIALLY REASONABLE STEPS TO DESIGN ITS SOFTWARE TO PROTECT THE
SECURITY OF DATA SUBMITTED BY USERS, BUT IT DOES NOT AND CANNOT GUARANTEE THAT ITS
SOFTWARE IS 100% SECURE FROM HACKING OR UNAUTHORIZED ACCESS. FURTHER, DATABANK
DOES NOT CONTROL THE SERVERS ON WHICH ITS PORTAL WILL BE HOSTED, OR THE COMPUTERS,
DEVICES, OR THE INTERNET OVER WHICH USERS MAY CHOOSE TO ENTER CONFIDENTIAL OR
PERSONAL INFORMATION. DATABANK THEREFORE CANNOT PREVENT INTERCEPTIONS OR
COMPROMISES TO USER DATA WHILE IN TRANSIT TO PROVIDER, NOR CAN DATABANK PREVENT
ALL UNAUTHORIZED ACCESS TO [CUSTOMER'S] COMPUTER NETWORKS OR THE DATA STORED ON
[CUSTOMER'S] COMPUTER NETWORKS. DATABANK MAKES NO GUARANTEE AS TO THE SECURITY,
INTEGRITY, OR CONFIDENTIALITY OF ANY INFORMATION TRANSMITTED BY MEANS OF DATABANK'S
SOFTWARE OR PORTAL. [CUSTOMER] UNDERSTANDS AND ACKNOWLEDGES THAT IT IS
RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS COMPUTER NETWORKS, AND IT AGREES TO
DEFEND AND INDEMNIFY DATABANK AGAINST ANY THIRD PARTY CLAIM BROUGHT AGAINST
DATABANK THAT ARISES FROM OR RELATES TO HACKING, A BREACH OF SECURITY, OR OTHER
UNAUTHORIZED ACCESS TO DATA SUBMITTED THROUGH DATABANK'S SOFTWARE OR PORTAL.
9. Confidentiality: Each party (the "Recipient") acknowledges that it has or may be exposed to
confidential and proprietary information of the other party (the "Disclosing Party"). For purposes of
this AGREEMENT, "Confidential Information" shall mean any confidential or proprietary information
of a Disclosing Party that is marked or otherwise designated in writing as confidential or would
appear to a reasonably prudent person to be non-public, confidential or proprietary in nature, and
includes, without limitation, trade secrets, technical information, business and product information,
and information regarding, third -party suppliers and customers. Confidential Information shall not
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include (i) information already known or independently developed by the Recipient without
reference to the Disclosing Party's Confidential Information; (ii) information in the public domain
through no wrongful act of the Recipient; (iii) information received by the Recipient from a third
party who was free to disclose it without obligation to the Disclosing Party or any third party; or (iv)
information disclosed by the Recipient as required by law, provided that the Recipient provides the
Disclosing Party with prior notice in sufficient time before disclosure, so that a reasonable
protective order may be sought. Except as expressly authorized by the Disclosing Party, the
Recipient shall not disclose the Disclosing Party Confidential Information to any person or entity,
except to the Recipient's employees or agents having a "need to know", and shall not use the
Disclosing Party's Confidential Information for purposes other than performing this AGREEMENT.
The Recipient and its personnel shall use at least the same degree of care in safeguarding the
Disclosing Party's Confidential Information as the Recipient uses in safeguarding its own
confidential information, but in no event less than a reasonable degree of care. The provisions of
this Section shall survive the termination or expiration of this AGREEMENT.
10. Notices: Written notices under this AGREEMENT may be given by personal delivery, by registered
or certified mail, postage prepaid, return receipt requested, or by commercial carrier requesting
overnight delivery. Notices shall be deemed communicated upon receipt. Notices to CUSTOMER
shall be delivered to , Attention:
, with a copy to Attention: Legal Department (Contracts). Notices to DataBank IMX
shall be delivered to DataBank IMX LLC., 620 Freedom Business Center #120, King of Prussia, PA
19406, Attention: Contract Compliance Administrator with copy to DataBank IMX LLC., 900 S
Goldenrod Rd, Orlando, FL 32822.
11. Assignment: This AGREEMENT may not be assigned by either party without the prior written
consent of the other party. Such consent shall not be unreasonably withheld. Notwithstanding the
foregoing, either party may assign this AGREEMENT in whole to an affiliate, or in connection with
the transfer or sale of all or substantially all of its business or business unit to which this
AGREEMENT pertains, or in the event of its merger, consolidation, change in control or similar
transaction. Any permitted assignee shall assume all obligations of its assignor under this
AGREEMENT.
12. Attorney's Fees: If any action is brought to enforce or interpret the terms of this AGREEMENT,
whether in court or other tribunal, in each case having jurisdiction, the prevailing party shall be
entitled to an award of reasonable attorney's fees and costs in addition to any other relief granted.
13. No Waiver: All rights and remedies conferred under this AGREEMENT or by any other instrument or
law shall be cumulative, and may be exercised singularly or concurrently. Failure by either party to
enforce any provision of this AGREEMENT shall not be deemed a waiver of future enforcement of
that or any other provision of this AGREEMENT.
14. Governing Law: This AGREEMENT shall be governed by and construed in accordance with the laws
of the State of Florida. Venue for any lawsuit brought by either party against the other party or
otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the federal
jurisdiction, in the United States District Court for the Southern District of Florida.
15. Parties Relationship: Nothing in this AGREEMENT shall be construed as creating any joint venture,
partnership or agency relationship between the parties for any purpose whatsoever or as
constituting either party as the legal representative, employee or agent of the other.
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OSAM Document Solutions, Inc.
16. Successors and Assigns: This AGREEMENT shall be binding on and inure to the benefit of the
parties, their successors, and permitted assigns.
17. Severability: If a court or other tribunal, in each case having jurisdiction, holds any provision of this
AGREEMENT to be illegal, unenforceable or invalid in whole or in part for any reason, the validity
and enforceability of the remaining provisions shall not be affected.
18. Counterparts: This AGREEMENT may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
19. Change in Scope. CUSTOMER hereby acknowledges that the rates and charges for the Services
within a Statement of Work are based upon, among other factors, the Assumptions set forth on
such Statement of Work. DataBank IMX, therefore, reserves the right to change its rates and
charges to CUSTOMER under any given Statement of Work if the Assumptions are materially
different than the circumstances presented by the CUSTOMER. In the event CUSTOMER requests
any change in the Services after execution of any given Statement of Work, the parties may agree to
modify the Statement of Work to reflect such changes. If the changes impact labor, materials, time
or other direct or indirect costs, then new prices will be mutually determined by DataBank IMX and
CUSTOMER. The parties agree that DataBank IMX shall not be required to perform any additional
or modified Services until such time as the parties shall have executed and delivered to the other
written amendments to the Statement of Work (including its pricing schedule and payment terms)
to reflect such additional or modified Services.
20. Warranties: DataBank IMX warrants to CUSTOMER that: (i) all Services provided hereunder shall
be performed in a competent, timely and workmanlike manner and consistent with generally
accepted industry standards, and each of DataBank IMX' employees, independent contractors or
agents assigned to perform the Services shall have the training, background and skills reasonably
commensurate with the level of performance required under this AGREEMENT; and (ii) all Products
provided by DataBank IMX hereunder will be free from material defects and perform substantially
in accordance with their documentation, and DataBank IMX shall promptly correct any Product
errors or malfunctions at no charge to CUSTOMER, and if DataBank IMX is unable to correct such
errors or malfunctions, then it shall reimburse CUSTOMER the amounts paid for such Product.
Except for the foregoing, DataBank IMX makes no warranties, including warranties of fitness or
merchantability.
21. Survival: The terms and provisions of this AGREEMENT that, by their sense and context, are
intended to survive the completion or termination of this AGREEMENT shall so survive the
completion of performance and termination of this AGREEMENT, including, without limitation,
Sections 6 through 23.
22. Publicity: Neither party shall publish any advertising, marketing, sales promotion or other publicity
matter relating to products furnished or services performed or contemplated by this AGREEMENT
wherein the other party, its affiliates, or the names of their respective customers or personnel, are
mentioned, without such other party's prior written approval.
23. Non -Solicitation of Employee(s) Policy: The parties agree that during the term of the agreement and
for three years thereafter, they shall not solicit or encourage, or cause others to solicit or
encourage, any of the other party's' employees or contractors or any affiliate to terminate their
employment or engagement . Each party shall not, directly or indirectly, hire any then -current or
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OSAM DtitUrnent Solutions, Inc.
former employee or contractor of the others and shall not solicit any then -current customer or an
affiliate or any prospective customers made known to it by the other party for any business relating
to in anyway, the business of the party or otherwise interfere with the business relations between
the party and any such customers.
24. Entire Agreement: This AGREEMENT, including any executed Statements of Work, constitute the
entire AGREEMENT between CUSTOMER and DataBank IMX regarding its subject matter and may
be amended only by a writing executed by both. This AGREEMENT supersedes all agreements,
proposals, oral or written, and other communications between the parties relating to the subject
matter of this AGREEMENT. No amendment or modification to this AGREEMENT and no waiver of
any provision shall be valid unless in writing and signed by both parties. If either party issues a
purchase order, invoice, sales acknowledgement, memorandum or other instrument hereunder,
such instrument shall be for such party's internal purposes only, and any and all terms and
conditions contained therein, whether printed or written, shall not vary, modify or add to the terms
and conditions of this AGREEMENT.
25. Attachments: The following documents are attached hereto as Exhibits, and are incorporated by
reference in their entirety:
Exhibit A (Statement of Work for Document Conversion Services
(Pricing Schedule) - included with SOW
Additional documents such as Change Orders and/or Evidentiary Attachments to the Statements of
Work for additional Document Conversion and/or Scanning Services, etc. may be subsequently
attached to this AGREEMENT when duly executed and approved by both parties.
26. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
1801 27th Street Vero Beach, FL 32960.
DataBank IMX shall comply with public records laws, specifically to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public agency
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
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of DataBank IMX or keep and maintain public records required by the public agency to
perform the service. If DataBank IMX transfers all public records to the public agency upon
completion of the contract, DataBank IMX shall destroy any duplicate public records that are
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OSAM Document solutions, inc.
exempt or confidential and exempt from public records disclosure requirements. If DataBank IMX
keeps and maintains public records upon completion of the contract, DataBank IMX shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public records, in
a format that is compatible with the information technology systems of the public agency."
IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by their respective, duly
authorized representatives, as of the Effective Date.
Indian River County
Company Name ("Client")
Joseph F FJ e'chPr C'h�i�� Mlss�a^✓.`y.
Printed Name and Title
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,°�q�i'ER•��UN� l�,•o
07 / 11/ 2017
Dated
Attest Jeffrey R. gm
Circuit Court yw
//
ith. Clerk of
ComPtrolier,-
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OSAM Document Solutions, Inc., a
subsidiary of DataBank IMX
Company Name ("DataBank")
By (Signature)
William G. Pfeiffer - Southern Area SVP
Printed Name and Title
06 / 05 / 2017
Dated
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
BY
YLAN REINGOLD
COUNTY ATTORNEY
OSAM Document Solutions Confidential Page vi
OSAM Document Solutions, Inc,
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Statement of Work
INDIAN RIVER COUNTY
MICROFILM SCANNING PROJECT
5/12/2017
General Services Administration (GSA) Contract Number GS-35F-057AA
Prepared by:
Glenn Walther
OSAM Document Solutions Confidential Page vii
OSAM Document Solutions, Inc.
OSAM Document Solutions, Inc.
Subsidiary of DataBank IMX
www.databankimx.com
Table of Contents
VERSION CONTROL 9
DOCUMENT ATTRIBUTES 9
REVISION HISTORY 9
INTRODUCTION/OVERVIEW 10
OBJECTIVE 10
PROJECT NARRATIVE 10
SCOPE OF SERVICES 11
VOLUME BREAKDOWN 13
COMPENSATION AND PAYMENT SCHEDULE 14
CHANGE ORDER AUTHORIZATION 14
BINDING AFFECTS AND AGREEMENTS 15
ACCEPTANCE OF SOW 15
OSAM Document Solutions Confidential Page viii
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Version Control
Document Attributes
Document Name
Statement of Work
Document Identifier
Microfilm Scanning Project
Revision History
Version
Number
Date
Responsibility
(Author)
Description
1.0
9-20-16
Glenn Walther
Original Version
11-01-16
Glenn Walther
Updated pricing
11-07-16
Glenn Walther
Change to pricing
3-23-2017
Glenn Walther
Revised pricing for GSA
Version 12.2015
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Introduction/Overview
OSAM Document Solutions Inc., a subsidiary of DataBank, and Indian River County are engaging in a project
involving the digitization of the Building Plans and Permits for Indian River County. Indian River County
currently has 305 rolls of 16mm microfilm and 420 roll of 35mm microfilm. The plan is to digitize these
images and index by the plan number or permit number.
OSAM Document Solutions, Inc. was acquired by DataBank 3 years ago. OSAM Document Solutions has the
GSA Contract that is being used for pricing for this proposal.
Objective
The objective of this document is to present the project scope, deliverables, assumptions, and services estimate
for implementing the solution for Indian River County. It will also serve to solicit approval from Indian River
County to move ahead with the described activities upon receipt of a signed copy.
Project Narrative
This engagement is intended to capture the digital images of the Building Plans and Permits of Indian River
County and provide document classification services to properly identify each document type. These records
are located in Indian River County, Florida.
1. OSAM Document Solutions, Inc., a subsidiary of DataBank, will pick up all documents specified by
Indian River County for digitization.
2. While documents are in possession of OSAM Document Solutions, Inc., a subsidiary of DataBank,
Indian River County will have access to records through OSAM Document Solutions, Inc., a subsidiary
of DataBank's record retrieval process. Procedures for this will be provided to Indian River County
during initial project kick-off.
3. The volumes of the initial project are estimated at 305 rolls of 16mm microfilm and 420 rolls of 35mm
microfilm. Total images are estimated at 1,000,000. Scanning is to be done at 300DPI black and white.
4. Indexing will only be done by one method:
Plan will be indexed by plan number and permit number & Permit will be indexed by plan
number, permit number and address
5. Visual verification and basic sampling will be performed to ensure that all images are legible and
properly scanned for optimal viewing.
6. OSAM Document Solutions, Inc., a subsidiary of DataBank, will provide images and indices on DVD
media or secure electronic drive or transmit via secured FTP if so desired.
7. Indian River County will also be provided with greyscale images of the plan documents. This will allow
Indian River County to have an enhance -able image to revert in the case where the original image"may
have shading or quality issues.
8. Film Rolls will be returned upon completion.
Version 12.2015
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Scope of Services
The scope of this initiative will be limited to the following activities:
1. Project Initiation/Planning
2. Document Pickup
3. Document Manifesting
4. Document Scanning
5. Document Indexing/Classification
6. Document Quality Control
7. Document Delivery
8. Document Hosting
Activity
Description
Project Initiation/Planning
•
Internal project review and team assignment
•
Schedule document review meeting with Indian River County
and OSAM Document Solutions, Inc., a subsidiary of DataBank,
team to review any potential scan or document classification
challenges
•
Production Schedule to be provided by OSAM Document
Solutions, Inc., a subsidiary of DataBank
Document Purge/Pickup
•
OSAM Document Solutions, Inc., a subsidiary of DataBank will
provide team to pull boxes of rolls from shelves in at location.
•
Boxes will be identified by range within box
•
Manifesting of rolls will occur at OSAM Document Solutions,
Inc., a subsidiary of DataBank location
•
Pickup schedule will be decided mutually between OSAM
Document Solutions, Inc., a subsidiary of DataBank and Indian
River County
Document
•
When records arrive at OSAM Document Solutions, Inc., a
Manifesting/Record Removal
subsidiary of DataBank, we will make record of every individual
roll contained within the box
•
Indian River County will be provided with database of rolls
manifested during this process
•
OSAM Document Solutions, Inc., a subsidiary of DataBank will
utilize this manifest list to ensure that each and every roll is
electronically captured, identified, and delivered to Indian River
County
Version 12.2015
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Activity
Description
Document Scanning
• Building Plans and Permits will be scanned as 300DPI multipage
PDF images
• Each document will be saved as a multipage file
• Scanners are maintained and monitored to prevent image
degradation.
• Scanners are set at a threshold to produce the best possible image
from all image quality types within the files
• All roll film images will be captured. There will be no decision
made on whether or not an image is a true image to the plan set
included on the roll.
Document Indexing
■ Indexing will be accomplished by the following method:
o Plan will be indexed by plan number and permit number
& Permit will be indexed by plan number, permit number
and address
Document Quality Control
• Basic QC
o Images are inspected for quality (skewing, double feeds,
contrast, and readability) as part of the scanning process.
o OSAM Document Solutions, Inc., a subsidiary of
DataBank will give best efforts to provide clear, legible
images from the film. However, because of the age and
condition of the rolls, we cannot guarantee the quality of
the images produced.
Pickup/Delivery
• One single pickup from Indian River County will take place for
all Building Plans and Permits designated for project.
• At completion of project, all Building Plans and Permits will be
returned to Indian River County.
Service Level Agreement
• From each delivery, Indian River County will have four weeks to
inspect documents for errors. After this time, all work is
accepted as completed.
Version 12.2015
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Volume Breakdown
The following is a summary of the Building Plans and Permits and the estimated pages to be captured. As there
is no method to determine actual frames on each film roll until they have been scanned, the numbers below are
estimates.
BOX 16mm Rolls 16mm Images 35mm Roles 35mm Images
1 0 0 101 70,700
2 0 0 102 71,400
3 0 0 51 35,700
4 0 0 97 67,900
5 57 125,400 66 46,200
6 87 191,400 53 37,100
7 161 354,200 0 0
Total Images 305 671,000 470 329,000
All volumes shown to complete the project are estimations of the anticipated amount needed to complete the
project. Indian River County will be invoiced based on the amount of volume and time actually required to
complete the project. Pricing also assumes that the processes defined in this SOW are_ followed during the
project duration. Any changes in scope or service level may involve additional proposed services or pricing.
This quotation is good for 30 dans from date of document. Payment terms are net 30 days. This SOW pricing
supersedes all other contracts for services.
Version 12.2015
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Compensation and Payment Schedule
Work to be performed under the GSA Contract Number GS-35F-057AA. The pricing configuration below
includes the indexing of the address. This is a fixed price bid based upon not exceeding the volumes above.
Please see the pricing table below that outline the GSA Contract pricing being allocated.
Includes the Indexing of Address for Retrieval
Scope of Microfilm Conversion Services
Description
Hours
Hourly Rate
Amount
Scanning and indexing services
Senior Subject Matter Expert
1858
$ 55.97
$ 103,992.26
Scanning and indexing, Managerial Review
Program Manager
166.5
$ 94.55
$ 15,742.57
TOTAL PRICE FOR SERVICES
$119,734.83
Vendor will charge and bill services fees to Indian River County for the deployment services provided under
this SOW in the following manner:
1. Services will be billed on a monthly basis based upon work performed and delivered during that months
processing.
2. Services will be detailed by line item and hours on every invoice
Change Order Authorization
In the event that additional services are required outside the scope of this SOW a change order will be
generated. The change order will contain the details of the extension to this SOW and will contain Time and
Cost estimates. Once the change order has been executed by both parties a new SOW will be generated to cover
the items listed in the change order.
Version 12.2015
OSAM DOCUMENT SOLUTIONS, INC.
Subsidiary of DataBank IMX
Binding Affects and Agreements
This SOW shall be binding upon and shall inure to the benefit of the parties and their respective successors and
permitted assigns. Neither party may assign its rights or obligations under this SOW, in whole or in part, to any
other person or entity without the prior written consent of the other party. Any change in control resulting from
an acquisition, merger or otherwise shall constitute an assignment under the terms of this provision. Any
assignment made without compliance with the provisions of this section shall be null and void and of no force
or effect.
Acceptance of SOW
This SOW represents Vendor's offer to perform the project on the terms set forth herein; and this offer shall be
accepted only upon Indian River County signing and delivering this SOW to Vendor within 30 days from the
date of this document (the "Acceptance Deadline"). Vendor may withdraw this offer at any time prior to
acceptance by Indian River County. In any event, this offer shall be void, and shall for all purposes be deemed
to have been withdrawn by Vendor, if this offer is not accepted, in the manner provided above, by Indian River
County on or before the Acceptance Deadline.
For purposes of this SOW, a signed copy delivered by facsimile or electronically shall be treated by the parties
as an original of this SOW and shall be given the same force and effect.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this SOW as of the
date(s) set forth with their respective signatures below.
OSAM Document Solutions, Inc., a
subsidiary of DataBank IMX
Indian River County
Company Name Company Name
By (Signature)
William G. Pfeiffer - Southern Area SVP
Printed Name and Title
06/05/2017
Dated
Version 12.2015
(Signature)
Joseph E. Flescher, Chairman
Printed Name and Title
July 11, 2n17
•
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•'v.!ANRIVE� .•
APPROVED AS TO FORM
AND LEGAL FFICIENCY
BY
DYLAN REINGOLD
COUNTY ATTORNEY
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