HomeMy WebLinkAboutAgreement_General_02/21/2006Information Access Systems, Inc.
Sales Agreement
for
Table of Contents
1. PROFESSIONAL SERVICES .........................................................3
2. SOFTWARE LICENSE ............................................................... ..3
3. HARDWARE ........................................................................... ..4
4. NETWORK WIRING, CABLE, ETC ............................................... ..4
5. PRICE ................................................................................... ..4
6. DELIVERY .............................................................................. ..4
7. INSTALLATION ....................................................................... ..5
8. CHANGES .............................................................................. ..6
9. ACCEPTANCE ......................................................................... ..6
10. TRAINING ............................................................................ ..7
11. SOFTWARE MAINTENANCE ..................................................... ..7
12. HARDWARE MAINTENANCE .................................................... ..8
13. IAS WARRANTIES ................................................................. ..8
14. BUYER'S WARRANTIES .......................................................... ..9
15. REMEDIES LIMITED ............................................................... ..9
16. INDEMNITY .......................................................................... 10
17. IAS CONSULTING SERVICES .................................................. 11
18. CONFIDENTIALITY ................................................................ 11
19. ARBITRATION ....................................................................... 12
20. EMPLOYEES ......................................................................... 12
21. GENERAL ............................................................................. 12
Exhibit A: System Components and Pricing ................................... 15
Exhibit B: Delivery and Installation .............................................. 16
Exhibit C: Scope of Work Document ............................................ 17
Sales Agreement
This Sales Agreement is made and entered as of this 21st day of February,
2006, by and between Information Access Systems, Inc. 900 South
Goldenrod Road, Suite C, Orlando, Florida 32822 ("IAS") and Village of
Tequesta ("Buyer").
WHEREAS, IAS, a reseller of certain software and hardware, is in the
business of licensing proprietary image and information management
software generally known as OnBase and providing professional services
related thereto, such as engineering, programming, integration, training and
support;
WHEREAS, IAS also makes available for purchase certain computer and
computer related hardware;
WHEREAS, Buyer wishes to acquire from IAS a license to use certain
software identified herein to enable it to operate the Hardware, Services and
Software defined below (collectively the "System");
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the parties agree as follows:
1. PROFESSIONAL SERVICES
Buyer agrees to buy and IAS agrees to furnish to Buyer the
professional services described in Exhibit A attached hereto (the
"Services").
2. SOFTWARE LICENSE
2.1. Subject to the terms and conditions of this Agreement, IAS grants
to Buyer a perpetual non-exclusive license to use those certain
computer software programs described in Exhibit A (the "Software")
in object code form only to be installed in and utilized with the
Hardware, and the documentation associated therewith.
Notwithstanding anything else, as between the parties, IAS (and its
licensors) retain all title to, and, except as expressly and
unambiguously licensed herein, all rights to the Software, all copies
and portions thereof and all Documentation and all intellectual
property and proprietary rights therein. The license under this
Section 2 does not constitute a sale of the Software or any portion
of it.
2.2. Buyer shall utilize the Software at its current business location, 250
Tequesta Drive, Ste 300, Jupiter, FL (the "Site"), or any future
business location that the Buyer moves to. Buyer shall not copy
the Software except that Buyer may make one (1) copy for archival
purposes. Buyer may copy the Documentation for its own use and
at its own expense.
3. HARDWARE
Buyer agrees to buy and IAS agrees to make available to Buyer the
scanner(s) and scanner related hardware described in Exhibit A (the
"Hardware") attached hereto.
4. NETWORK WIRING, CABLE, ETC
4.1. No electric power, network wiring, cable, or conduit is included in
the Purchase Price except as specified in Exhibit A. Buyer shall be
solely responsible for obtaining all network wiring, conduit, cable
and fittings necessary for the operation of the Hardware.
4.2. Network servers or any hardware or software related to network
operation, PC work stations, voice boards, microphones, speakers
or printers are not included in the Purchase Price except as specified
in Exhibit A.
5. PRICE
5.1. Buyer will pay IAS at its office in Orlando, Florida the total purchase
price described in Exhibit A for the Services, Software and
Hardware (the "Purchase Price").
5.2. Payment is due on the date(s) specified in Exhibit A.
5.3. Buyer shall pay interest on the unpaid portion of any payment,
computed at the rate of twelve percent (12%) per annum or the
highest legal rate of interest, whichever is lower, from the due date
thereof until such amount is paid.
6. DELIVERY
6.1. Software. The Software will be delivered by IAS to the Site in
accordance with the delivery and installation description set out in
Exhibit B.
6.2. Hardware. IAS will use commercially reasonable efforts to deliver
the Hardware as described in Exhibit A to Buyer in accordance with
the delivery and installation description set out in Exhibit B. Title to
the Hardware sold hereunder and risk of loss shall pass to the
Buyer at the time of delivery to Buyer at the Site.
6.3. Delav. If for any reason Buyer requests that delivery of the
Hardware and/or Software be delayed, Buyer shall pay to IAS the
unpaid balance of the purchase price for the Hardware and/or
Software. Buyer agrees to pay for all storage, handling and
restocking charges resulting from Buyer's request for delay or
Buyer's refusal of shipment.
6.4. Force Majeure. IAS in no event shall be liable for delays in
shipment or delivery, failure to manufacture, or other inability to
perform this Agreement caused by acts of God, acts of Buyer, fire,
floods, epidemics, war, riot, accidents at the place of manufacture,
strikes, labor disputes, governmental control, force majeure, or any
other contingency, whether or not similar to the foregoing, beyond
IAS' control. Should any act of Buyer delay IAS' performance under
this Agreement, the period of such delay will, at IAS' option, be
added to IAS' time for performance. Buyer understands and agrees
that in no event shall delivery of System Components set forth in
Exhibit A begin without receipt by IAS of the Buyer executed Sales
Agreement and purchase order or down payment.
7. INSTALLATION.
7.1. Software. Unless otherwise specified in writing, the Software will
be installed by IAS at the Site, at a mutually convenient time
pursuant to the schedule set out in Exhibit B.
7.2. Hardware. IAS will use commercially reasonable efforts to install
the Hardware pursuant to the schedule set out in Exhibit B. The
Hardware will be installed in accordance with its manufacturer's
instructions.
7.3. Installation service hours will be normal business hours (Monday
through Friday 8:00 AM to 5:00 PM excluding IAS observed
holidays). Installation services outside normal business hours is not
included in the installation price quoted in Exhibit A and will be
billed to Buyer at IAS' then current rate in effect for after hours
service. IAS will not provide service outside normal business hours
without Buyer's authorization. Buyer shall provide qualified
experienced personnel knowledgeable of Buyer's existing computer
system to consult with IAS' personnel to effect the installation.
Buyer shall provide reasonable lighting, heating, ventilation and
other working conditions for the installation and free and easy
access to and from the place where the System is to be installed.
Buyer shall prepare the Site location for installation of the Systems
at its own expense and in accordance with the manufacturer's
specifications and environmental, electrical, space and other
requirements reasonably necessary to operate the System. If IAS'
installation personnel cannot proceed with the installation upon
arrival at the Site due to Buyer's failure to properly prepare the Site
location or provide the required Buyer furnished hardware and/or
software or Buyer personnel, Buyer shall pay IAS the actual
expenses incurred by IAS for such delay. IAS shall endeavor to
minimize any interruption in Buyer's business in the course of
installation.
7.4. Buyer is responsible for the cost, installation and functioning of all
products not provided by IAS including, without limitation, electric
power, electrical wiring, cabling, telephone equipment, computers,
modems, printers, tables, etc. Upon Buyer's request, IAS will
provide specifications with respect to the foregoing items and
consultation with respect thereto.
7.5. The installation charges quoted assumes that the hardware,
software, and operating system installed by the customer has been
properly implemented. IAS assumes that the customer's existing
hardware, software and operating system are operating properly
and have been installed to the manufacturer's specifications.
8. CHANGES
Change requests may be made by Buyer or IAS and will generally be
defined by a need to modify the scope of the project, schedule, cost or
Agreement terms after the inception of the project. Buyer may issue a
change request at any time for review by IAS. IAS will review the
requested changes and will, within twenty (20) days of receipt, provide
Buyer with a statement of costs associated with the requested changes
and estimated schedule of completion.
9. ACCEPTANCE
9.1. IAS will notify Buyer in writing that installation has been completed
and the System is available to Buyer for acceptance testing for a
period of ten (10) business days after the date of notification (the
"Testing Period"). The acceptance test shall consist of a series of
documented tasks and verification procedures designed and
approved by Buyer and IAS in writing as set forth in the "Master
Systems Acceptance Test Plan" to determine whether the System
performs in accordance with the description provided by IAS which
is outlined in Documentation (the "Master Systems Acceptance
Test Plan "). The Acceptance Test will be conducted and completed
by IAS with Buyer's participation within the Testing Period (a period
of ten business days after the date of notification of installation
completion).
9.2. Buyer shall be deemed to have accepted the System upon
notification of acceptance or if Buyer fails to notify IAS in writing by
the conclusion of the Testing Period (the ~~Date of Acceptance") of
the Systems failure to properly perform the Acceptance Test.
9.3. Buyer will include a complete list of errors found in the Acceptance
Test in the written notice of the System's failure. IAS shall use
reasonable efforts to promptly correct the errors and defects in the
System identified by the Buyer in the rejection notice and shall
deliver and install such corrections or replace or repair such defects,
as appropriate, at no charge to Buyer. When IAS believes that it
has made the necessary corrections, IAS shall again notify Buyer
and a new Testing Period shall commence. Buyer shall perform the
Acceptance Test in the same manner as provided above.
Thereafter, Buyer shall notify IAS in writing of any further errors or
of its acceptance, as applicable. The parties shall cooperate and
exercise all reasonable efforts for identifying and correcting all
errors in the System.
10. TRAINING
IAS will provide instruction and training to Buyer's personnel at the
Site location, dates and times described in Exhibit C (Scope of Work)
at the cost set out in Exhibit A. All training and instruction will be
given by qualified IAS personnel. Additional training will be supplied,
when requested, at IAS' then current rates for such services.
l i. SOFTWARE MAINTENANCE
11.1. At any time after execution of the Agreement, Buyer and IAS may
enter into a separate Software Maintenance Agreement. If no
Software Maintenance Agreement is in effect between Buyer and
IAS after expiration of the warranty period provided herein, then
maintenance of the Software during that period of time shall be the
sole responsibility of Buyer. If IAS conducts maintenance work on
the Software at Buyer's request without a Software Maintenance
Agreement, compensation for such work will be on a time and
materials basis at IAS' then current rates for such services.
11.2. The Hyland OnBase Software Maintenance agreement warrants that
versions or releases in software when used on approved host
computers will perform as described in the OnBase Users Guide and
with the specifications set forth in the documentation. IAS is not
responsible for problems caused by changes in the operating
characteristics of the computer hardware or operating system,
which are made after the delivery of the software. IAS is not
responsible for problems that occur as a result of the use of the
OnBase software in conjunction with software not provided by IAS.
Changes in the hardware, third party software or operating system
that create downtime with the OnBase software may result in
charges from IAS.
11.3. Software Maintenance fees are based on the assumption that IAS is
provided dial-in access to the System. On-site visits that are
required as a result of Buyer's failure to provide or deny IAS dial-in
access to the System will be billed to Buyer at IAS' then current
rates for such services. The current standard labor hourly for
Imaging Services is $175.00 per hour. On-site support visits will be
invoiced at a minimum of 4 hours plus one-way travel time.
12. HARDWARE MAINTENANCE
12.1. IAS will assign to Buyer all Hardware manufacturer warranties and
rights to maintenance agreements which will be the sole and
exclusive warranty(s) relating to the Hardware.
12.2. Buyer and IAS may enter into a separate maintenance contract(s)
for the Hardware. If, within 30 days after the date hereof, Buyer
and IAS do not execute a maintenance contract satisfactory to
Buyer and IAS, then the maintenance of the Hardware will be the
sole responsibility of the Buyer. If IAS conducts maintenance work
on the Hardware without a maintenance contract, compensation for
such work will be based upon time spent, materials furnished and
actual expenses incurred.
13. IAS WARRANTIES
13.1. IAS represents, warrants and covenants to Buyer that:
13.1.1. It is a corporation in good standing under the laws of the
State of Florida with full authority to execute and perform this
Agreement, the execution and performance of which have been
duly authorized by IAS and is enforceable against IAS.
13.1.2. It has the right to enter into this Agreement and to sell the
Hardware, license the Software and provide the Services as
described herein;
13.1.3. The Software will be developed and, subject to variations
consistent with practical testing, inspection and workmanship,
will perform substantially as described in the Documentation,
provided that it is properly maintained, operated and serviced in
accordance with the directions provided in the documentation.
13.1.4. It has the right to sell the Hardware free of all liens or
encumbrances with clear title.
13.1.5. Any applicable manufacturer's warranties for any third
party Software and Hardware will be assigned and transferred to
Buyer; and the version of the Software and Documentation
delivered to Buyer will be the complete, current version.
13.2. IAS warranties do not apply to any software or hardware that is not
provided by IAS pursuant to this Agreement.
13.3. IAS warranties, with respect to the Software and Hardware, shall
terminate ninety (90) days from the Date of Acceptance of the
Systems. Notice of any warranty claim must be presented in
writing to IAS within the warranty period or be barred. Upon
receipt of a warranty claim, IAS will examine the System at the Site
and undertake commercially reasonable steps to cure any warranty
claim. THE WARRANTIES STATED HERE ARE THE SOLE AND
EXCLUSIVE WARRANTIES EXPRESSED OR IMPLIED BY IAS. IAS
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IAS DOES NOT PROMISE THAT THE
SYSTEM IS ERROR-FREE OR WILL OPERATE WITHOUT
INTERRUPTION. IAS IS NOT LIABLE TO BUYER OR ANY OTHER
THIRD PARTY CLAIMING RIGHTS THROUGH BUYER FOR ANY
DAMAGE OR LOSS DUE TO THE INEFFECTIVENESS, DEFECT, OR
FAILURE OF THE SYSTEM, INCLUDING WITHOUT LIMITATION, ANY
BUSINESS INTERRUPTION, LOST PROFITS, OR CONSEQUENTIAL
OR INCIDENTAL DAMAGES. IAS' LIABILITY SHALL IN NO EVENT
EXCEED THE PURCHASE PRICE SET FORTH IN EXHIBIT A OR
APPROPRIATE PORTION THEREOF. BUYER MAY HAVE OTHER
RIGHTS WHICH VARY FROM STATE TO STATE.
13.4. IAS shall keep the Software free and clear of any claims, liens or
encumbrances that might interfere with Buyer's continuing use of
the Software.
14. BUYER'S WARRANTIES.
Buyer represents, warrants and covenants to IAS that:
14.1. It is a corporation in good standing under the laws of the State of
Florida with full authority to execute and perform this Agreement,
the execution and performance of which have been duly authorized
by Buyer and is enforceable against Buyer.
14.2. As of the date of execution of this Agreement (a) Buyer has not
sought and has no present intention voluntarily to seek the
protection of the Bankruptcy Laws; (b) Buyer has no information
that if known to creditors of Buyer (i) would cause Buyer voluntarily
to seek the protection of the Bankruptcy Laws or (ii) might
reasonably cause such creditor to subject Buyer to any proceeding
under the Bankruptcy Laws.
15. REMEDIES LIMITED
If IAS cannot correct any System "defect" within sixty (60) days after
timely notice, IAS' sole responsibility will be to pay to Buyer the cost
for such "defective" portion of the Systems as identified in Exhibit A as
liquidated damages and not as a penalty due on its return to IAS. A
"defect" is defined as substantial non-performance of the System's
function(s) described in the Documentation. Without limiting the
generality of the foregoing, IAS SHALL IN NO EVENT BE LIABLE FOR
LOSS OF MONEY, PROFITS OR OTHER CONSEQUENTIAL DAMAGES
RESULTING FROM THE USE, LOSS OF USE, OR MALFUNCTION OF THE
SYSTEM, OR ANY PORTION THEREOF, WHETHER OR NOT
FORESEEABLE BY IAS AND WHETHER OR NOT DUE TO IAS'
NEGLIGENCE OR THE NEGLIGENCE OF THOSE ACTING ON BEHALF OF
IAS.
16. INDEMNITY
16.1. IAS shall defend any claim or proceeding brought against Buyer, to
the extent that it is based on an assertion that Buyer's use of the
Software or any part thereof under this Agreement constitutes an
infringement of any United States patent, copyright, trademark or
trade secret, or contractual rights or other rights of any third party,
and shall indemnify Buyer against all costs, damages and expenses
of any kind (including reasonable attorney's fees) which are
attributable to such claim, provided (i) that Buyer notifies IAS in
writing of any such claim or proceeding within thirty (30) days after
Buyer's receipt of written notification of said claim; (ii) that Buyer
shall reasonably cooperate in the defense of such claim at IAS'
expense; and (iii) that IAS shall have sole control of the defense of
such claim or proceeding and all negotiations for its compromise or
settlement.
16.2. If the Software is found to be in violation of a U.S. patent or
copyright, IAS shall, at its expense:
16.3. Procure for Buyer the right to continue to use the Software;
16.4. Replace the Software with a compatible, functionally equivalent
non-infringing product;
16.5. Modify the Software to make it non-infringing without impairing
Buyer's ability to use the Software as intended, with the
modification subject to Buyer's written approval, which approval
shall not be unreasonable withheld; or
16.6. If none of the above alternatives is available under reasonable
terms, refund to Buyer the applicable portion of the Purchase Price
paid under this Agreement. If the entire Purchase Price is
refunded, this Agreement will be terminated on payment of the
refund.
16.7. IAS shall have no liability hereunder to the extent that such claim is
based upon (i) Buyer's modification of the Software, except if IAS
shall have developed such modification for Buyer, (ii) IAS'
compliance with Buyer's specifications, if any, or (iii) combination of
Software with other products. IAS shall also not have any
obligation under this Section 15.1 (i) where Buyer continues the
allegedly infringing activity after being notified thereof or after
being informed of modifications that would have avoided the
alleged infringement or (ii) where Buyer's use of the Software is
incident to an infringement resulting primarily from the Software or
is not strictly in accordance with the license granted hereunder.
16.8. This Section 15 states Buyer's exclusive remedy for any claim of or
action for infringement by any Software provided hereunder.
17. IAS CONSULTING SERVICES
17.1. If Buyer determines that it wishes to retain IAS to provide
consulting services to modify or customize the source code for the
Software for Buyer's particular needs the parties shall enter a
written addendum to this Agreement setting forth the conditions
under which such services shall be provided. Services to be
performed will be documented and agreed to by both parties in
writing based on a Project Proposal Plan developed by IAS. The
following sections will be contained within the plan:
Project Scope
Completion Dates
Responsibilities and Expectations of both parties
17.2. Buyer acknowledges and agrees that all developed, modified or
customized Software and all intellectual property rights herein shall
be owned solely and exclusively by IAS.
17.3. Buyer shall not be liable for the payment of any federal, state or
local taxes or contributions imposed or required under unemployed
insurance, social security or income tax laws with respect to IAS'
employees engaged in performance of services for Buyer
hereunder. Buyer shall be liable for the payment of any sales taxes
imposed by any federal, state or local agencies with respect to IAS'
services performed for Buyer hereunder.
18. CONFIDENTIALITY
In the course of performance of this Agreement, each party may have
access to confidential and proprietary information ("Proprietary
Information of the Disclosing Party") of the other. The receiving party
will hold such information in confidence and not use or disclose other
than for the purposes of this Agreement any Proprietary Information of
the Disclosing Party which has been identified as such in writing
without the prior written consent of the disclosing party. The receiving
party shall not be obligated under this Section 17 with respect to
information that is or becomes generally known through no fault of the
receiving party or was known to the receiving party prior to disclosure
by or on behalf of the disclosing party, was received without restriction
from a third party lawfully in possession of such information and
lawfully empowered to disclose such information or was independently
developed by the receiving party.
19. ARBITRATION
Any dispute arising under this Agreement shall be submitted to binding
arbitration under the rules then prevailing of the American Arbitration
Association, and judgment upon the award rendered may be entered
and enforced in any court of competent jurisdiction. The parties shall
each appoint one arbitrator to be a member of the panel. Should the
two arbitrators not be able to agree on a choice of the third, then the
American Arbitration Association shall make the appointment of a
person who is neutral to the parties in controversy. The arbitration
shall be located in Orlando, Florida. The written decision of the
majority of the three arbitrators shall be binding on both parties
hereto. The prevailing party will be entitled to reimbursement of its
reasonable attorney's fees and costs as part of the arbitration award
plus reasonable travel and lodging and per diem of $30 if such
arbitration was held in a city more than 75 miles from its corporate
headquarters. The fees of the arbitrator(s) shall be borne equally by
the parties.
20. EMPLOYEES
IAS and Buyer recognize the importance of maintaining a staff of
properly trained and experienced employees to complete the
installation of the System Components set forth in Exhibit A of this
Agreement. IAS agrees not to solicit or hire Buyer's employee(s)
during the term of this Agreement or for a period of 12 months from
the date of termination of Buyer's employee(s), and Buyer agrees not
to solicit or hire IAS' employee(s) during the term of this Agreement or
for a period of 12 months from the date of termination of IAS'
employee(s).
21. GENERAL
21.1. This Agreement constitutes the entire agreement between Buyer
and IAS with respect to its subject matter. No oral or other
agreement or understanding conflicting with this Agreement shall
be of any force and effect. Any amendment(s) to this Agreement
shall not be of any force and effect unless signed in writing by both
Buyer and IAS.
21.2. IAS in no event shall be liable for delays in shipment or delivery,
failure to manufacture, or other failure to perform its obligations
under this Agreement caused by any event reasonably beyond IAS'
control including, but not limited to, acts of God, acts of Buyer, fire,
floods, epidemics, war, riot, accident at the place of manufacture,
strike, labor disputes, government control, force majeure, or any
other contingency, whether or not similar to the foregoing, beyond
the IAS' control. Should any act of Buyer delay IAS' performance
under this Agreement, the period of delay will, at IAS' option, be
added to IAS` time for performance.
21.3. This Agreement shall be governed by the laws of the State of
Florida without giving effect to choice of law principles.
21.4. In the event of the filing of petition in bankruptcy by or against
Buyer, or the appointment of a receiver for Buyer, or the insolvency
of Buyer, IAS may refuse to take further deliveries.
21.5. This Agreement is not assignable by Buyer except by prior written
agreement of IAS.
21.6. If any part of this Agreement shall be held to be void or
unenforceable, such part will be treated as severable, leaving valid
the remainder of this Agreement notwithstanding the part or parts
found to be void and unenforceable.
21.7. The failure of IAS to enforce its rights under this Agreement at any
time for any period shall not be construed as a waiver of such
rights.
21.8. All notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to be given when personally
delivered or when received after mailing by certified or registered
mail, return receipt requested, sent by reputable overnight courier,
sent by facsimile, telecommunication or other electronic means with
a confirmation copy sent by one of the other means allowed
hereunder, to the other party at the following address:
To: Information Access Systems, Inc.:
900 South Goldenrod Road
Suite C
Orlando, Florida 32822
Phone (407) 839-1477; Fax (407) 839-1927
Attention: David Godiksen
To: Village of Tequesta
250 Tequesta Drive
Suite 300
Tequesta, FL 33469
Phone, Fax
Attention
or at such other address as may be designated from time to time
pursuant to the provisions of this paragraph.
21.9. The headings in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers effective as of the date first
set forth above.
Information Access Systems, Inc.
By
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Title: ~r-es~den ~
Village ~Tequesta: -~
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Exhibit A: System Components and Pricing
Payment terms & dates:
TBD 40% upon Agreement signing
TBD 40% upon delivery of hardware and/or software
TBD 20% upon completion of "Master Systems Acceptance
Test Plan"
In the event of delays caused by Buyer, Buyer agrees to make
payments on the dates listed above. Buyer will not withhold payment
for minor discrepancies that do not substantially affect the usefulness
of the System
PRICING FOR THE VILLAGE OF TEOUESTA
Information Access Systems, Inc.
900 South Goldenrod Road
Suite C
Orlando, FL 32822
407-839-1477
www.iasinc.net
6-Dec-05
Components for the Village Departments of
Clerk, Community Development and Human
Resources
Qty. Description
Software Licenses
1 Onil3ase Multi User Server License
This license enables multiple users access to OnBase.
Unit Extended Annual
Price Price Maint.
$ 4,000.00 $ 4,000.00 $ 720.00
2 OnBase Workstation Client License
This license provides access to the OnBase system
from one workstation per license.
4 OnBase Concurrent C/lent License
This license-pFOVides.access..to.the..~aBase.system_ta
one user. This license is not workstation dependent.
_1-_-~nBase er~~mo..tlmagingli~nyB.(FirSt~
This license provides production scanning capabilities.
It also includes. and OnBase Workstation Client Ucense.
1 OnBase Batch OCR
This license provides OCR capability to any OnBase
scan station. It creates a text rendition of the original
image.
1 OnBase DVD Authoring
This license provides the capability to backup OnBase
disk groups to DVD. It is used for disaster recovery or
when a DVD jukebox is required.
$ 480.00 $ 960.00 $ 172.80
$ 960.00 $ 3,840.00 $ 691.20
$ 4,Q40,00 $ 4,.000.00 $ 720..00_.
$ 800.00 $ 800.00 $ 144.00
$ 1,600.00 $ 1,600.00 $ 288.00
Software Subtotal $ 15,200.00 $ 2,736.00
H ware
1 Fujitsu fi-5750C VRS Docume»t Scanner
Duplex Scanning, Flatbed Scanner
Color and Black & White Scanning
Auto document feeder - 200 sheet input
57 pages per minute @ 300 dpi
8000 page per day duty cycle
USB 2.0 & Ultra SCSI (50M)
Includes 6501 Adrenaline Card and Kofax VRS
Hardware Subtotal
Service and Suiooort
Instaiiatfon and Testing
System Administrator training
Install and test OnBase server modules
Install and test scanners
Install and test 10 client licenses
Setup OnBase storage structure
Configure OnBase users and security
Install and configure all servers related to this project
Project Management
Pre-project site inspection and analysis
Create storage structure
Create a formal scope of work document
Hold status meetings during implementation
Professional Services
This is servcies for customizations. Since No Workflow
or image Enabling to a tJne-of-Business Application is
required in the initial installation, no customizations are
required.
1 End User Training
Each class is one day for up to 10 people.
Customer must provide facilities for training.
1 Block of Engineers Time (25 hours)
Used for assisting in system upgrades and for future
support.
Used for additional training.
implementation.
Service and Support Subtotal
Total Investment For Village Departments of
Clerk, Community Development and Human
Resources
$6,700.00 $6,700.00 $1,595.00
~ 6,700.00 $ 1,595.00
$ 4,500.00
$ 4,500.00
$ -
$ 2,000.00
$ 3,750.00
~ 14,750.00
~ 40,981.00
Exhibit B: Delivery and Installation
Buyer understands and agrees that certain system components may
be shipped by IAS vendors direct to Buyer's location. In such event,
Buyer agrees to accept and secure all such equipment and associated
shipping documents and packing slips. Shipping documents and
packing slips should be placed in an envelope marked for IAS
attention. Buyer agrees to notify IAS in writing, by mail or fax, of
receipt of same. Buyer also agrees not to open any equipment without
IAS' prior written approval.
Upon Buyer's notification to IAS of equipment arrivals IAS will, where
and when appropriate, schedule IAS' technical staff at Buyer's site to
begin installation of same.
Exhibit C: Scope of Work Document
The first, and most often overlooked, stage of an implementation involves
planning. IAS performs a Needs Analysis to determine swell-defined design to
meet the requirements as determined by the Village of Tequesta. The Needs
Analysis is the information gathering and analysis process that determines the
scope of the project as well as the technical details of the design. Attention to
detail is required during this phase in order to turn the Village of Tequesta
requirements into a functional system design. The Scope of Work Document
will be included into this agreement after the completion of the initial project
management meetings and Needs Analysis. A Scope of Work document will be
created to succinctly define the deliverables of the project. Both IAS and the
Village of Tequesta will sign off on the document to show their agreement, then
IAS will perform the installation of the system.
The Statement of Work includes:
• Identification of goals and objectives
Documentation of existing architecture
• Analysis of current business processes and application needs
• Identification and configuration of software components
• Identification and configuration of hardware components
• Identification of pilot/test group
• Identification of Milestones, Timelines, and Deadlines
• Proposed Meeting Schedules
• Proposed Training Schedules
As part of the project, IAS training methodology provides a detailed
curriculum for all project training. Training class are normally 1-2 days
in length and Administrator and End-User training manuals will be
provided for this project.
IAS will provide a project manager who will be in charge of managing
the installation. He will be our primary point of contact for all issues
related to this project and will work closely with appropriate members
of The Village as they track the progression of the project from
inception to completion. All members of our installation team are
OnBase and CDIA certified (Certified Document Imaging Architect).
This expertise will enable us to facilitate a successful OnBase system
at the Village of Tequesta while meeting all project milestones and
timelines.
Form ~'9 I Request for taxpayer
~~^~~~~+ Identiflcatlon Number and Cejrtlflcation
Dapa,tmeM Of fire Treasury
M4errral Reverwa Servke
N Name (as shown on your income tax return)
~, Information Access Systems, Irtc _
n
Business name, if dlfrerertt from above
o
MdividuaU
Check appropriate box: ^ sole Proprietor
~ Address (numtxx, street, and apt. or sulfa noJ
~ 900 S. Goldenrod Rd ~
City. state, and zip code.
0
~, Orlando, FL 32822
at Liss account iwn,ber(s) here (oPtlonall
a,
rn
Give form to the
requester. Do not
send to the IAS.
® Corporation ^ Partnership ^ Clthar ~ -----••.-.-------• { ^ w'ithhold'ing backup
I Fiequestei's Warne and address (optional)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid ~~ sew earnber
backup withholding. For Individuals, this is your social security number (SSN). However, for a resident
alien. sole proprietor. or disregarded entity. see the Part I inswctions on page 3. For other entities. it is or
your employer identification number (EIN). It you do not have a number, see How to get a TIN on page 3.
Employer 1deMMeation niarrbsr
Note. if the account is in more [hart one name, see the chart on page 4 for guidelines on whose 5 9 3 A 5 7 4 4 2
number to enter.
Under penalties of perjury, I Certify that:
1. The number shown on this form is my correct taxpayer identification number (or t am waiting for a number to be issued to me), arxf
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (tr) I have not been notified by the Internal
Revenue Serve (IRS) that I am subject to backup withholding as a result of a Failure to report all interest or dividends, or (c) the 1RS has
notified me that 1 am no longer subject to backup withholding, and
3. 1 am a U.S. person (including a U.S. resident alien).
Certification ktstntcttons. You must cross out Rem 2 above if you have been noted by the IRS that you are curtently subject to backup
withholding became you have failed to report all interest and dividends on your lax return. For real estate Vansactions, Rem 2 does not apply.
For mortgage interest paid, acquisition or abandonment of segued property, cancexation of debt, contrbutions to an individual retin~ment
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)
$Ign I Signature of
HAre U.S. person
Purpose of Form
A person who is required to file an information return with the
IRS, must obtain your correct taxpayer identification number
(TIN) to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition ar
abandonment of secured property, cancellation.. of debt, ar
contributions you made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person
(including a resident alien), to provide your correct TIN to the
person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (ar you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, ar
3. Claim exemption from backup withholding if you are a
U.S. exempt payee.
In 3 above, if applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income
from a U.S. trade ar business is not subject to the
withholding tax on foreign partners' share of effectively
connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
t3at. - ~-1 d 1 ~ V (~ -
• An individual who is a citizen or resident of the United
States,
• A partnership, Corporation, company, or association
created or organized in the United States or under the taws
of the United States, or
• Any estate (other than a foreign estate) ar trust. See
Regulations sections 301:7701-6(a) and 7(a) for addit'ionat
information.
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required
to pay a withholding tax on any foreign partners' share of
income from such business. Further, in certain cases where a
Form W-9 has not been received, a partnership is required to
presume that a partner is a foreign person, and pay the
withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade ar business in the
United States, provide Form W-9 to the partnership to
establish your U.S. status and avoid withholding on your
share of partnership income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding
withholding on its allocable share of net income from the
partnership conducting a trade or business in the United
States is in the following cases:
• The U.S. owner of a disregarded entity and not the entity,
For federal tax purposes, you are considered a person if you
are:
Cat. No. 10231 % Form W'9 (Rev 11-2005)