HomeMy WebLinkAbout2007 03 12 Consent 207 PDF Solutions
COMMISSION AGENDA
ITEM 207
Consent
March 12. 2007
Regular Meeting
Mgr. Dept.
Authorization
REQUEST:
Information Services requests Commission authorize City
Manager to enter into a contract with PDF Solutions for
imaging services not to exceed $40,500 as budgeted for FY
2007.
PURPOSE:
To obtain approval of PDF Solutions as new imaging vendor and
obtain authorization for City Manager to sign contract with PDF
Solutions for imaging services for FY 2007.
CONSIDERATIONS:
Scanning in the Records Management Plan for most of FY 2006 was
stalled for a variety of reasons such as staffing in the Community
Development Department, a Project Manager change in Information
Services, as well as the termination of services with our imaging vendor.
There were some major problems with quality of images and level of
service with our imaging vendor; and after several months of trying to
work through those issues with our vendor, the Records Management
Team decided to terminate our relationship with this vendor and proceeded
to find another vendor who would better meet our requirement. The most
important criteria we looked for in a vendor were: quality of scans,
handling of documents and in what shape the documents would be
returned to us, location of the vendor (how close the vendor was to our
I:\Admin_Docs\Agenda Items\FY 2007\2007-03 (March)\03-12-
07_ COMM _ Consent_ 207 _Irnaging_ Contract]DF _ Solutions.doc
CITY OF WINTER SPRINGS
CITY COMMISSION
REGULAR MEETING - MARCH 12,2007
CONSENT AGENDA ITEM "207"
PAGE 2 0F 2
City so that we could more easily and quickly retrieve our documents if
and when needed), and how much the vendor was willing to work with us
on the variety of different documents that we had to scan as some are more
difficult than others and require more work than others to scan.
Quotes were requested from imaging companies in the Orlando area. PDF
Solutions came in with the cheapest rates as follows:
8 12" by 11" images $.045
Large format images $.68
Pickup and delivery are included.
As well, they are currently handling Lake County's scanning with good
re~u1ts and PDF Solutions came with high recommendations from the City
of Palm Coast. Therefore, we recommend PDF Solutions as our new
imaging vendor.
FUNDING:
Already budgeted in 1342 department budget.
RECOMMENDATIONS:
Recommend that Commission authorize City Manager to enter into
contract with PDF Solutions for imaging services in an amount not to
exceed $40,500 for FY 2007.
ATTACHMENTS: PDF Solutions Contract.
COMMISSION ACTION:
AGREEMENT FOR IMAGING SERVICES
This AGREEMENT FOR IMAGING SERVICES, is made and entered into
this_day of 2007, by and between the CITY OF WINTER SPRINGS,
a Florida municipal corporation ("City"), and PDF SOLUTIONS INC., a Florida
corporation, ("Contractor").
NOW THEREFORE, in consideration of the mutual covenants, agreements and
consideration contained herein, the City and Contractor agree as hereinafter set forth:
SECTION 1. DEFINITIONS.
For this Agreement for Imaging Services, hereinafter referred to as "Agreement" or
"Contract," the following terms, phrases, words and their derivations shall have the
meaning given herein. If a word or phrase is not defined in this Section, the definition of
such word or phrase as contained in the City of Winter Springs Code of Ordinances shall
control. When not inconsistent with the context, words used in the present tense include
the future, words in the plural number include the singular number and words in the
singular number include the plural number. The word "shall" is always mandatory and
not merely directory.
A. Contractor: PDF Solutions, Inc., and its employees, agents or contractors.
B. Contract or Agreement: This Agreement for Imaging Services, including
any written amendments hereto and other written documents that are expressly
incorporated herein by reference.
C. City: City of Winter Springs, a Florida municipal corporation, its employees,
agents or contractors.
D. Day: Calendar day or days.
E. Person or Persons: An individual, firm, partnership, corporation, association,
executor, administrator, trustee or other legal entity, whether singular or
plural, masculine or feminine, as the context may require.
F. Project Manager: The City of Winter Springs Records Project Manager or
his or her designee.
G. Service Level Requirement: A document provided by the Project Manager to
the Contractor that will define the requirements for how each department's
records shall be indexed. A separate set of requirements may be issued by the
Project Manager for each department.
SECTION 2. CONTRACTOR RELATIONSHIP.
A. The Contractor shall provide the services required herein strictly under a contractual
relationship with the City and is not, nor shall be, construed to be an agent or
employee of the City. As an independent contractor the Contractor shall pay any and
all applicable taxes required by law; shall comply with all pertinent Federal, State,
and local statutes including, but not limited to, the Fair Labor Standards Act, The
Americans with Disabilities Act, the Federal Civil Rights Act, and any and all
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relevant employment laws. The Contractor shall be responsible for all income tax,
social security and Medicare taxes, Federal unemployment taxes, and any other
withholdings from its employees' or subcontractors' wages or salaries. Benefits, if
any, shall be the responsibility of the Contractor including, but not limited to, health
and life insurance, retirement, liability/risk coverage, and worker's and
unemployment compensation.
B. The Contractor shall hire, compensate, supervise, and terminate members of its work
force; shall direct and control the manner in which work is performed including
conditions under which individuals will be assigned duties, how individuals will
report, and the hours individuals will perform.
C. The City will not provide any space, facility, vehicle, or equipment to the Contractor
to perform any of the duties required by the contract nor will the City pay for any
business, travel, office, or training expense or any other contract performance expense
not specifically set forth in the scope of work.
D. The Contractor shall not be exclusively bound to the City and may provide service to
other private and public entities as long as the service is not in direct conflict and does
not provide a conflict of interest with the service to be performed for the City.
E. By signing this contract, the Contractor certifies that he/she is not an employee of the
City of Winter Springs. If the Contractor accepts any employment with the City of
Winter Springs, this contract shall automatically terminate on the date the Contractor
becomes a City employee.
SECTION 3. TERM.
A. Subject to the termination provisions contained in Section 13 of this Contract, the
term of this Contract shall be for a one (1) year period beginning October 1, 2006 and
ending September 30, 2007.
B. This Contract may be renewed for an additional one (1) year period upon the mutual,
written consent of the City and Contractor.
SECTION 4. SCOPE OF SERVICES PROVIDED BY THE CONTRACTOR.
A. Services Provided by Contractor. The Contractor shall provide Imaging Services for
the City in accordance with the following Scope of Services:
The Contractor shall provide all labor, supervision, quality control, materials,
equipment, pick-up and delivery for Records Management for the City in accordance
with the standards established in Chapter 1 B-26.003, Florida Administrative Code
(Attachment "A"). All imaging services shall be performed at the Contractor's
facility.
a. Document Pick-up: Documents shall be picked up from the City by the
Contractor. Documents will be placed into numbered boxes by the City. Each
box being picked up shall be listed on a log sheet and the log sheet shall be
signed by the Contractor to verify pick-up and transport of such boxes. The
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City will retain the original log sheet and shall provide a copy to the
Contractor.
b. Document Preparation: The Contractor shall inspect and ensure that all master
documents and copies are of a quality that can be imaged including but not
limited to the following services:
i. removal of staples
ii. taping tom pages
Ill. straighten out paper edges
IV. density and clarity (clearly readable)
If any master document or copy is not in legible condition and will cause the
imaged copies to be not readable in some areas, the document should be
stamped in accordance with the Image Specification Sheet. The Contractor
will contact the City for further instructions on how to proceed.
B. Quality Control Standards: The Contractor shall maintain all equipment in a condition
to assure the quality of imaging shall meet the standards set forth in Chapter 1 B-
26.003, Florida Administrative Code (see Attachment "A").
a. Masters = Original Documents
Copies = Documents on Hard Drive
b. An image specification will be provided for each job requiring a different
document type by the City.
c. Quality control inspections shall be made by City upon receipt of the Masters
and Copies for unacceptable conditions as stated in the Image Specifications
Sheet provided for that job.
The Contractor at no cost to the City will reproduce any imaging that does not
meet the required specifications within the Image Specification sheet.
C. Indexing: The Contractor shall index the file by the standards set forth in the Image
Specification Sheet. The contract price(s) include indexing. The Contractor shall
provide computer indexing of all documents compatible with the version of
Laserfiche the City is using.
D. Equipment: All images shall be compatible with current City equipment: The City has
Laserfiche document management system in which documents are stored and indexed
after being scanned on either the large or small format scanner. The Contractor shall
hold a valid license from the manufacturer to use the software listed.
E. Hard Drive. An external hard drive will be provided to the Contractor on each pickup
to store the documents on. Any other media that documents may be stored on must be
compatible with current City hardware and comply with standards set forth in Chapter
1 B-26.003 of the Florida Administrative Code (Attachment "A").
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SECTION 5. DELIVERABLES.
A. Deliverables: The Contractor shall deliver to the Project Manager the following
deliverables within the specified times (by the date specified on the "sign out sheet")
as required under the Service Level Agreement and Scope of Services of this
agreement in a format approved by the Project Manager.
a. Images will be stored on an external hard drive that will be provided to the
Contractor by the City in tiff 6.0 images matched to indices formatted to
upload specifications for the Laserfiche application.
b. Original documents will be returned to the City by the date specified on the
"sign out sheet".
c. Original documents will be returned in the same manner as they were given to
the Contractor. (i.e. documents in the same box and same group as they were
delivered to the Contractor)
d. All original documents shall be delivered to the City of Winter Springs, 1126
E SR 434, Winter Springs, FL, with each group of images on the hard drive
delivered by the vendor.
B. Transportation of Documents:
a. Documents are to be handled and delivered via an environmentally controlled
vehicle (i.e. interior of a vehicle and not back of pickup truck).
b. When transporting documents, the Contractor must take the documents
directly from the source to the destination and must not leave documents
unattended in the vehicle.
C. Ownership of Documents:
a. The ownership of all documents shall remain with the City and all documents
shall be returned to the City after imaging and quality checks are complete.
The Contractor shall not destroy any document.
b. The Contractor specifically agrees that all documents provided under this
agreement are Official Records as defined in Chapter 119, Florida Statutes,
and the ownership or right of title shall never pass from the City to the
Contractor. The Contractor shall promptly return to the City's Project Manager
any document requested. Any dispute between the Contractor and the City,
including payment issues; shall not give the Contractor any right to retain the
City's documents.
c. In the event of termination of this agreement for any reason, or in the event of
a dispute, the City shall have the right to remove or have removed any
documents from the Contractor's premises during the Contractor's normal
business hours with or without prior notice.
D. Standards: Deliverables prepared by the Contractor in response to the requirements of
this contract shall, unless otherwise provided for in the contract, be thoroughly
researched for accuracy of content, be grammatically correct and not contain errors,
be numerically accurate, be submitted in the format approved in advance by the City's
Project Manager, and be submitted for advance review and comment by the City's
Project Manager. The cost of correcting errors, correcting report data, or making
other revisions required to bring the deliverable into compliance with the contract
requirements shall be borne solely by the Contractor.
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E. Copyrights: Each copyright derived from this agreement shall belong to the author.
The author and the Contractor shall expressly assign to the City non-exclusive,
royalty free rights to use any and all information provided by the Contractor in any
deliverable and/or report for the City's own internal use which may include
publishing in City documents and distribution as the City deems to be in the City's
best interests. If the Contractor provides any material copyrighted by a third party, the
Contractor shall provide original signed authorizations to use such copyrighted
materials and shall provide documentation of the City's rights to use such
information. The City shall uphold all State and Federal statutes. If anything included
in a deliverable limits the rights of the City to use the information for its own internal
use, the deliverable shall be considered defective and not acceptable.
SECTION 6. PAYMENTS.
A. As consideration for the Contractor's satisfactory performance of the terms and
conditions set forth in this Agreement, the City shall pay the Contractor according to
the following schedule:
8 1/2 by 11 Image
$O.045/each
Lar e Format Ima e
$O.68/each
B. Contractor shall submit invoice(s) for services to the City on a monthly basis; invoice
shall be submitted on the first of each month for the prior month's work, upon the
completion and acceptance of each task identified in Section 4 above. Each invoice
shall show detailed explanation of work accomplished (i.e. number of permit
packages imaged, date completed, list of permit packages imaged, type of imaging
performed, unit price per image, extended price).
C. The City shall remit full payment on all undisputed invoices within forty-five (45)
days from receipt by the Project Manger of the invoice(s) and receipt and acceptance
of the services ordered, whichever is later.
D. Contractor and City will comply with terms of section 218.74, Florida Statutes, as it
relates to invoice payment due dates.
E. By signing this agreement the Contractor expressly agrees that the City may withhold
from any payment, monies owed by the Contractor to the City for any legal obligation
between the Contractor and the City, including, but not limited to intangible taxes,
personal property taxes, fees, and commissions.
SECTION 7. CONTRACTOR'S RESPONSIBILITIES.
A. Supervision. The Contractor shall direct and supervise competent and qualified
personnel and shall devote time and attention to the direction of the operation to
ensure performance of obligations and duties as set forth herein. The Project Manager
shall have the right to request removal or replacement of any Contractor's personnel.
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B. Applicable Laws. The Contractor shall be responsible for ensuring that its employees,
agents, and subcontractors comply with all applicable laws and regulations and meet
all federal, state and local requirements related to their employment and position.
C. Right of Rejection. The City shall, throughout the life of the contract, have the right
of reasonable rejection and approval of staff or subcontractors assigned to the work
by the Contractor. If the City reasonably rejects staff or subcontractors, the Contractor
shall provide replacement staff or subcontractors satisfactory to the City in a timely
manner and at no additional cost to the City. The day-to-day supervision and control
of the Contractor's employees and subcontractors are the responsibility solely of the
Contractor.
D. Immigration Reform and Control Act of 1986. The Contractor certifies that it does
not and will not during the performance of the contract employ illegal alien workers
or otherwise violate the provisions of the Federal Immigration Reform and Control
Act of 1986, as amended.
E. Employment Discrimination. During the performance of the contract, the Contractor
agrees to the following:
a. The Contractor shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, handicap, or national
origin except when such condition is a bona fide occupational qualification
reasonably necessary for the normal operations of the Contractor. The
Contractor agrees to post in conspicuous places, visible to employees and
applicants for employment, notices setting forth the provisions of this non-
discrimination clause.
b. The Contractor, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, shall state that such Contractor is an Equal
Opportunity Employer.
c. Notices, advertisements, and solicitations placed in accordance with federal
law, rule, or regulation shall be deemed sufficient for the purpose of meeting
the requirements of this section.
d. The Contractor shall include the provisions of the foregoing paragraphs I, 2,
and 3 above in every subcontract or purchase order so that the provisions will
be binding upon each subcontractor and Contractor.
F. Fair Labor Standards Act. The Contractor and any subcontractor shall pay all
employees working on this contract not less than the minimum wage specified in the
Fair Labor Standards Act as amended.
G. City Smoke Free Environment. All City premises are smoke free. Smoking is
prohibited on any City premise.
H. Identification of Contractor. The Contractor shall ensure every employee on the
Contractor's work force, including all subcontractors, is provided a photo
identification badge. This badge must be worn at all times outside of the employee's
uniform when on City property. All of the Contractor's and subcontractor's employees
shall adhere to City security standards.
1. Smoking Around Documents. There will be no smoking around the City's
documents.
J. Document Security. During the performance of the contract, the Contractor agrees to
the following:
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a. Document units must remain sealed when not being imaged.
b. Document units must be raised off the floor (on pallets or blocks) at all times
during imaging.
c. There must be a fire suppression device in each room that the document units
will be stored and imaged.
d. When document units are being stored, the units must be covered with a water
resistant cover. (i.e. plastic sheeting draped over boxes)
e. Document units must be stored together when not being imaged.
SECTION 8. CONTRACTOR VEHICLES AND EQUIPMENT.
A. Vehicles and Equipment. The Contractor shall maintain vehicles and equipment in a
safe, clean and sanitary condition. Vehicles and equipment shall be maintained in a
manner so that they will not leak oil or other fluid and to avoid producing pollutants.
Any vehicle or and equipment that cannot be maintained in this manner shall not be
used to provide the services covered as part of this Contract.
B. Annual Inspections. Any vehicle or equipment may be inspected at such times as may
be determined by the Project Manager and/or Risk Manager to determine the
operating condition of the vehicle or equipment and compliance with the terms of this
Contract.
SECTION 9. COMPLIANCE WITH LAWS AND REGULATIONS.
The Contractor shall keep fully informed of all federal and state laws, all local laws,
ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having
jurisdiction or authority which in any manner affect the work, or which in any way affect
the conduct of the work. Contractor shall always observe and comply with all such laws,
ordinances, rules, regulations, orders, and decrees; and shall protect and indemnify City
and all its officers, agents, servants, or employees against any claim or liability arising
from or based on the violation of any such law, ordinance, rule, regulation, order, or
decree caused or committed by Contractor, its representatives, subcontractors, sub-
consultants, professional associates, agents, servants, or employees. Additionally,
Contractor shall obtain and maintain at its own expense all licenses and permits to
conduct business pursuant to this contract from the Federal Government, State of Florida,
Seminole County, City of Winter Springs, or municipalities when legally required and
maintain same in full force and effect during the term of this contract.
SECTION 10. INSURANCE.
A. The Contractor shall provide and maintain at all times during the term of any
contract, without cost or expense to the City, policies of insurance insuring the
Contractor against any and all claims, demands or causes of action whatsoever, for
injuries received or damage to property relating to the performance of duties, services
and/or obligations of the Contractor under the terms and provisions of the contract.
B. Such policies of insurance shall insure the Contractor in accordance with the
following minimum limits:
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a. General Liability insurance on forms no more restrictive than the latest edition
of the Commercial General Liability policy (CG 00 01 or CG 00 02) of the
Insurance Services Office or equivalent without restrictive endorsements, with
the following minimum limits and coverage:
General Liability
Each Occurrence/General Aggregate
Products-Completed Operations
Personal & Adv. Injury
Fire Damage
Medical Expense
$1,000,000
$500,000
$1,000,000
$50,000
$5,000
b. Automobile liability insurance, induding owned, non-owned and hired autos
with the following minimum limits and coverage:
Combined Single Limit
Or
Bodily Injury (per person)
Bodily Injury (per accident)
Property Damage
$300,000
$100,000
$300,000
$100,000
c. Workers' compensation insurance in accordance with Florida Statute, Chapter
440, and/or any other applicable law requiring workers' compensation
(Federal, maritime, etc). If not required by law to maintain workers
compensation insurance, the Contractor must provide a notarized statement
that if he or she is injured; he or she will not hold the City responsible for any
payment or compensation.
C. Certificate of Insurance Form(s) shall be furnished by the Contractor to the City
within ten (10) days after notice of award. The formes) shall be completed by the
authorized Resident Agent and returned to the Contracting Officer in the Office of
Procurement Services. The certificate shall be dated and show:
a. The name of the insured Contractor, the specified contract name (Agreement
for Imaging Services) and contract number (04-068), the name of insurer, the
number of the policy, its effective date, and its termination date.
b. A statement that the Insurer will mail notice to the City at least thirty (30)
days prior to any material changes in provisions or cancellation of the policy.
c. City of Winter Springs, a Florida municipal corporation shall be named as
additional named insured on Public Liability Insurance and Automobile
Liability Insurance.
D. Certificate holder shall be:
CITY OF WINTER SPRINGS
1126 E. SR 434
WINTER SPRINGS, FL 32708
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E. All deductibles or self-insured retention shall appear on the certificate(s) and shall be
subject to approval by the City. At the option of the City, the insurer shall reduce or
eliminate such deductible or self-insured retention; or the Contractor shall be required
to procure a bond guaranteeing payment of losses and related claims expenses.
F. The Contractor shall either cover any subcontractor on its policy or require the
subcontractor to conform to these requirements and file appropriate forms with the
City.
G. All insurance companies must be authorized to transact business in the State of
Florida.
H. The City shall be exempt from, and in no way liable for, any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Contractor and/or subcontractor providing such
Insurance.
1. Failure to obtain and maintain such insurance as set out above will be considered a
breach of contract and may result in termination of the contract for default.
SECTION 11. INDEMNIFICATION OF CITY.
The Contractor shall indemnify and hold City and its agents, officers, commissioners or
employees harmless for any damages resulting from failure of Contractor to take out and
maintain the above insurance. Additionally, Contractor agrees for good and valuable
consideration in the amount of ten dollars ($10.00) to indemnify, and hold the City, its
officers, commissions, employees and agents free and harmless from and against any and
all losses, penalties, damages, settlements, costs, charges, professional fees or other
expenses or liabilities resulting from the negligent act, error or omission of Contractor, its
agents, employees or representative, in the performance of Contractor's duties set forth in
this Agreement. Indemnification shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the City's option, any and all claims and/or
suits brought against the City which may result from Contractor's performance or non-
performance of services, pursuant to the contract, as stated herein.
SECTION 12. RECORDS.
The Contractor shall maintain such financial records and other records as may be
prescribed by the City or by applicable federal and state laws, rules, and regulations. The
Contractor shall retain these records for a period of three (3) years after final payment, or
until the City audits them, whichever event occurs first. These records shall be made
available during the term of the contract and the subsequent three year period for
examination, transcription, and audit by the City, its designees, or other authorized
bodies.
SECTION 13. TERMINATION OF CONTRACT.
A. Termination for Default. The Project Manager shall notify the Contractor in writing
of deficiencies or default in the performance of its duties under the Contract and the
Contractor shall have ten (10) days to correct same. Failure of the Contractor to
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remedy said specified items of deficiency or default in the notice by either the Project
Manager within ten (10) days of receipt of such notice of such decisions, shall result
in the termination of the contract, and the City shall be relieved of any and all
responsibilities and liabilities under the terms and provisions of the Contract.
B. Termination for City's Convenience. The performance of work under this contract
maybe terminated in accordance with this clause in whole or in part, whenever the
City representative shall determine that such termination is in the best interest of the
City. Any such termination shall be effected by the delivery to the Contractor of a
Notice of Termination specifying the extent to which performance of work under the
contract is terminated, and the date upon which such termination becomes effective.
Upon such termination for convenience, Contractor shall be entitled to payment, in
accordance with the payment provisions, for services rendered up to the termination
date and the City shall have no other obligations, to Contractor, Contractor shall be
obligated to continue performance of contract services, in accordance with this
contract, until the termination date and shall have no further obligation to perform
services after the termination date.
SECTION 14. CHANGE IN SCOPE OF SERVICES.
A. The City may order changes in the work consisting of additions, deletions, or other
revisions within the general scope of the contract. No claims may be made by the
Contractor that the scope of the project or of the Contractor's services has been
changed, requiring changes to the amount of compensation to the Contractor or other
adjustments to the contract, unless such changes or adjustments have been made by
written amendment to the contract signed and authorized by the City and the
Contractor.
B. If the Contractor believes that any particular work is not within the scope of the
project, is a material change, or will otherwise require more compensation to the
Contractor, the Contractor must immediately notify the Project Manager in writing of
this belief before performing the work and/or incurring any costs. If the Project
Manager believes the particular work is within the scope of this contract as written,
the Contractor will be ordered to and shall continue with the work as changed and at
the cost stated for the work within the scope. The Contractor must assert its right to
an adjustment under this clause within thirty (30) days from the date of receipt of the
written order.
SECTION 15. MODIFICATIONS DUE TO PUBLIC WELFARE OR CHANGE IN
LAW.
The City shall have the power to make changes in this Contract as the result of changes in
law and/or City of Winter Springs Code to impose new rules and regulations on the
Contractor under this Contract relative to the scope and methods of providing Services as
shall from time-to-time be necessary and desirable for the public welfare. The City shall
give the Contractor notice of any proposed change and an opportunity to be heard
concerning those matters. The scope and method of providing services as referenced
herein shall also be liberally construed to include, but is not limited to the manner,
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procedures, operations and obligations, financial or otherwise, of the Contractor. In the
event any future change in Federal, State or City law materially alters the obligations of
the Contractor, or the benefits to the City, then this Contract shall be amended consistent
therewith. Should these amendments materially alter the obligations of the Contractor,
then the Contractor or the City shall be entitled to an adjustment in the rates and charges
established under this Contract. Nothing contained in this Contract shall require any party
to perform any act or function contrary to law. The City and Contractor agree to enter
into good faith negotiations regarding modifications to this Contract, which may be
required in order to implement changes in the interest of the public welfare or due to
change in law. When such modifications are made to this Contract, the City and the
Contractor shall negotiate in good faith, a reasonable and appropriate adjustment for any
changes in services or other obligations required of the Contractor directly and
demonstrably due to any modification in the Contract under this Section.
SECTION 16. ASSIGNMENT AND SUBLETTING.
The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of any of
its rights, title, or interests therein, without the prior written consent of the City.
SECTION 17. RIGHT TO REQUIRE PERFORMANCE.
A. Failure to Enforce. The failure of the City at any time to require performance by the
Contractor of any provision hereof shall in no way affect the right of the City
thereafter to enforce same. Nor shall waiver by the City of any breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such
provision or as a waiver of any provision itself
B. Failure To Deliver. In the event of failure of the Contractor to deliver services in
accordance with the contract terms and conditions, the City, after due written notice,
may procure the services from other sources and hold the Contractor responsible for
any resulting additional purchase and administrative costs. This remedy shall be in
addition to any other remedies that the City may have.
SECTION 18. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue of all
disputes shall be properly placed in Seminole County, Florida. The parties agree that this
Agreement was consummated in Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this Agreement arises under Federal law,
the venue will be Orlando, Florida.
SECTION 19. COUNTERPART.
This Agreement may only be executed in two (2) counterparts, each of which shall be
deemed an original and all of which together shall constitute but one and the same
instrument.
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SECTION 20. SEVERABILITY.
If any provision of this Contract shall be declared illegal, void or unenforceable by a
court of competent jurisdiction, or in an arbitration proceeding, the other provisions shall
not be affected but shall remain in full force and effect.
SECTION 21. FORCE MAJEURE.
The parties will exercise every reasonable effort to meet their respective obligations
hereunder, but shall not be liable for delays resulting from force majeure or other causes
beyond their reasonable control, including, but not limited to, compliance with any
Government law or regulation, acts of nature, acts or omissions of the other party,
Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation
problems and/or any other cause whatsoever beyond the reasonable control of the parties.
Any such cause will extend the performance of the delayed obligation to the extent of the
delay so incurred.
SECTION 22. NOTICES.
Whenever either party desires to give notice unto the other, it must be given by written
notice, sent by registered United States mail, with return receipt requested, addressed to
the party for whom it is intended, at the place last specified, and the place for giving of
notice in compliance with the provisions of this paragraph. For the present, the parties
designate the following as the respective places for giving of notice, to-wit:
FOR CITY:
City of Winter Springs
Attn: Joanne Dalka
1126 E SR 434
Winter Springs, Fl 32708
(407) 327-5975 (Phone)
(407) 327-6690 (Fax)
FOR CONTRACTOR:
PDF Solutions, Inc.
Attn: Bill Fairfull
200 Park A venue
Sanford, FL 32771
(407) 739-2715 (Phone)
(407) 321-6556 (Fax)
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SECTION 23. ENTIRE AGREEMENT.
This Agreement and the incorporated Schedules/Attachments constitute the entire
Agreement between the parties. There are no understandings or agreements related hereto
other than those which are expressed herein, and all prior negotiations, agreements, and
understandings, whether oral or written, are superseded by this Agreement, and it shall
not be considered modified, altered, changed or amended in any respect unless in writing
and signed by the parties hereto.
SECTION 24. SOVEREIGN IMMUNITY.
Notwithstanding any other provision set forth in this Agreement, nothing contained in
this Agreement shall be construed as a waiver of the City's right to sovereign immunity
under section 768.28, Florida Statutes, or other limitations imposed on the City's
potential liability under state or federal law . As such, the City shall not be liable under
this Agreement for punitive damages or interest for the period before judgment. Further,
the City shall not be liable for any claim or judgment, or portion thereof, to anyone
person for more than one hundred thousand dollars ($100,000.00), or any claim or
judgment, or portion thereof, which, when totaled with all other claims or judgments paid
by the State or its agencies and subdivisions arising out of the same incident or
occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
authorized officers the day and year first above written.
CITY OF WINTER SPRINGS
PDF SOLUTIONS, INe.
BY:
BY:
Type Name: Ronald W. McLemore
Type Title: City Manager
Name:
Title:
Date:
Date:
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ATTACHMENT A
Chapter IB-26.003, Florida Administrative Code
RECORDS MANAGEMENT - STANDARDS AND REQUIREMENTS -
ELECTRONIC RECORDKEEPING
(1) PURPOSE. These rules provide standards for record (master) copies of public records
which reside in electronic recordkeeping systems. Recordkeeping requirements must be
incorporated in the design and implementation of new systems and enhancements to
existing systems. Public records are those as defined by Section 119.011(11), F.S.
(2) AUTHORITY. The authority for the establishment of these rules is Sections
257.36(1) and (6)(c), F.S.
(3) SCOPE.
(a) 1. These rules are applicable to all agencies as defined by Section 119.011 (2), F.S.
2. These rules establish minimum requirements for the creation, utilization, maintenance,
retention, preservation, storage and disposition of record (master) copies, regardless of
the media.
3. Electronic records include numeric, graphic, sound, video, and textual information
which is recorded or transmitted in analog or digital form.
4. These rules apply to all electronic recordkeeping systems, including, but not limited to,
microcomputers, minicomputers, main-frame computers, and image recording systems
(regardless of storage media) in network or stand-alone configurations.
(b) Before existing records are committed to an electronic recordkeeping system, the
agency shall conduct a cost benefit analysis to insure that the project or system
contemplated is cost effective.
(c) Any electronic recordkeeping system not meeting the provisions of these rules may be
utilized for long-term or permanent records provided the record (master) copy is
maintained or microfilmed in accordance with the provisions of Rule IB-26.0021,
F.A.C., prior to disposition.
(4) INTENT. Electronic recordkeeping systems in use at the effective date of this rule,
that are not in compliance with the requirements of this rule, may be used until the
systems are replaced or upgraded. New and upgraded electronic recordkeeping systems
created after the effective date of this rule shall comply with the requirements contained
herein. The Department is aware that it may not be possible to implement this rule in its
entirety immediately upon its enactment, and it is not the intent by this rule to disrupt
existing recordkeeping practices provided that agencies make no further disposition of
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public records without approval of the Division of Library and Information Services of
the Department of State.
(5) DEFINITIONS. For the purpose of these rules:
(a) "Database" means an organized collection of automated information.
(b) "Database management system" means a set of software programs that controls the
organization, storage and retrieval of data (fields, records and files) in a database. It also
controls the security and integrity of the database.
(c) "Data file" means related numeric, textual, sound, video, or graphic information that is
organized in a prescribed form and format.
(d) "Electronic record" means any information that is recorded in machine readable form.
(e) "Electronic recordkeeping system" means an automated information system for the
organized collection, processing, transmission, and dissemination of information in
accordance with defined procedures.
(f) "System design" means the design of the nature and content of input, files, procedures,
and output and their interrelationships.
(g) "Permanent or Long-term records" means any public records which have an
established retention period of more than 10 years. See Section 119.011 (11), F.S., for the
definition of a public record.
(h) "Record (master) copy" means public records specifically designated by the custodian
as the official record.
(i) "Geographic information system" means a computer system for capturing, storing,
checking, integrating, manipulating, analyzing and displaying data related to positions on
the Earth's surface.
(j) "Open format" means a data format that is defined in complete detail and that allows
transformation of the data to other formats without loss of information. An open format
may be either standards-based or proprietary.
(6) AGENCY DUTIES AND RESPONSIBILITIES. The head of each agency shall:
(a) Develop and implement a program for the management of electronic records.
(b) Ensure that all records are included within records retention schedules, either by being
included within an applicable General Records Schedule, or by developing and obtaining
approval for a specific records retention schedule. Each record series shall be considered
on an individual basis by the Division of Library and Information Services in establishing
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this retention period.
See subsection 1B-24.001 (3), F.A.C., for the definition of a record series.
(c) Integrate the management of electronic records with other records and information
resources management programs of the agency.
(d) Incorporate electronic records management objectives, responsibilities, and
authorities in pertinent agency directives, or rules, as applicable.
(e) Establish procedures for addressing records management requirements, including
recordkeeping requirements and disposition, before approving, recommending, adopting,
or implementing new electronic recordkeeping systems or enhancements to existing
systems.
(f) Provide training for users of electronic recordkeeping systems in the operation, care,
and handling of the equipment, software, and media used in the system.
(g) Ensure that electronic recordkeeping systems meet state requirements for public
access to records.
1. STANDARD. Each agency which maintains public records in an electronic
recordkeeping system shall provide, to any person making a request pursuant to Chapter
119, F.S., a copy of any data in such records which is not specifically exempt. Said copy
shall be on paper, disk, tape, optical disk, or any other electronic storage device or media
requested by the person, if the agency currently maintains the record in that form, or as
otherwise required by Chapter 119, F.S. Except as otherwise provided by state statute, the
cost for providing a copy of such data shall be in accordance with the provisions of
Sections 119.07(4), F.S.
2. STANDARD. Except as otherwise provided by law, no agency shall enter into a
contract with, or otherwise obligate itself to, any person or entity if such contract or
obligation impairs the right of the public under state law to inspect or copy the agency's
nonexempt public records existing on-line in, or stored on a device or media used in
connection with, a computer system or optical imaging system owned, leased or
otherwise used by an agency in the course of its governmental functions.
3. STANDARD. Each agency shall ensure that current and proposed electronic
recordkeeping systems adequately provide for the rights of the public to access public
records under Chapter 119, F.S.
4. STANDARD. In addition to ensuring that electronic recordkeeping systems meet
requirements for public access to public records, agencies shall ensure that procedures
and controls maintain confidentiality for information which is exempt from public
disclosure.
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(h) Develop and maintain documentation about electronic recordkeeping systems used by
the agency to specify technical characteristics necessary for reading or processing the
records. Documentation for electronic records systems shall meet the following
standards:
1. STANDARD. Each agency shall identify all inputs and outputs of the system; define
the organization and contents of the files and records; define policies on access and use;
define the purpose and function of the system; define update cycles or conditions and
rules for adding information to the system, changing information in it, or deleting
information; and ensure the timely, authorized disposition of the records in accordance
with Chapter IB-24, F.A.C.
2. STANDARD. Each agency shall specify the location and media in which electronic
records are maintained to meet retention requirements, establish and document security
controls for the protection of the records, and maintain inventories of electronic
recordkeeping systems to facilitate disposition.
(7) DOCUMENTATION STANDARDS.
(a) STANDARD. Agencies shall maintain adequate and up-to-date technical
documentation for each electronic recordkeeping system. Documentation for electronic
records systems shall be maintained in printed form, and should also be maintained in
computer-readable form to facilitate access to the records. The minimum documentation
required is:
1. A narrative description of the system;
2. The physical and technical characteristics of the records, including a record layout or
markup language that describes each file or field including its name, size, starting or
relative position, and description of the form of the data (such as alphabetic, decimal, or
numeric), or a data dictionary or the equivalent information associated with a database
management system including a description of the relationship between data elements in
databases;
3. For information coming from geographic information systems, the physical and
technical characteristics of the records must be described including a data dictionary, a
quality and accuracy report and a description of the graphic data structure, such as
recommended by the federal Spatial Data Transfer Standards; and
4. Any other technical information needed to read or process the records.
(8) CREATION AND USE OF ELECTRONIC RECORDS AS RECORD (MASTER)
COPIES. Electronic recordkeeping systems that maintain record (master) copies of public
records on electronic media shall meet the following minimum requirements:
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(a) 1. Provide a method for all authorized users of the system to retrieve desired records;
2. Provide an appropriate level of security to ensure the integrity of the records, in
accordance with the requirements of Chapter 282, F.S. Security controls should include,
at a minimum, physical and logical access controls, backup and recovery procedures, and
training for custodians and users. Automated methods for integrity checking should be
incorporated in all systems that generate and use official file copies of records. Hashing
algorithms and digital signatures should be considered for all official file copies of
electronic records. The use of automated integrity controls, such as hashing algorithms
and digital signatures, can reduce the need for other security controls. Hashing algorithms
used to protect the integrity of official file copies of records should meet the requirements
of US Federal Information Processing Standard Publication 180-1 (FIPS-PUB 180-1)
(April 17, 1995) entitled "Secure Hash Standard," which is hereby incorporated by
reference, and made a part of this rule. This publication is available from the National
Technical Information Service (NTIS), 5285 Port Royal Road, U.S. Department of
Commerce, Springfield, V A 22161, and at the Internet Uniform Resource Locator:
http://www.itl.nist.gov/fipspubs/fipI80-1.htm. Agencies should also consider using only
validated implementations of hashing algorithms in cases where the data being protected
are of great intrinsic value or where the content and authenticity of the records are likely
to be at issue in litigation.
3. Identify the open format or standard interchange format when necessary to permit the
exchange of records on electronic media between agency electronic recordkeeping
systems using different software/operating systems and the conversion or migration of
records on electronic media from one system to another. For text records in the absence
of other conversion capabilities, the word processing or text creation system should be
able to import and export files in the ASCII format as prescribed by Federal Information
Processing Standard Publication (FIPS PUB) Number 1-2; entitled Coded Character Sets
- 7-Bit American National Standard Code for Information Exchange (7-Bit ASCII) (1986,
R2002), which is hereby incorporated by reference, and made a part of this rule. This
publication is available from the National Technical Information Service (NTIS), 5285
Port Royal Road, U.S. Department of Commerce, Springfield, VA 22161; and
4. Provide for the disposition of the records including, when appropriate, transfer to the
Florida State Archives.
(b) STANDARD. Before a record (master) copy is created on an electronic
recordkeeping system, the record shall be uniquely identified to enable authorized
personnel to retrieve, protect, and carry out the disposition of records in the system.
Agencies shall ensure that records maintained in such systems can be correlated with any
existing related records on paper, microfilm, or other media.
(9) LEGAL AUTHENTICATION. Agencies shall implement the following procedures to
enhance the legal admissibility of electronic records:
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(a) Document that similar kinds of records generated and stored electronically are created
by the same processes each time and have a standardized retrieval approach.
(b) S.ubstantiate that security procedures prevent unauthorized addition, modification, or
deletion of a record and ensure systems protection against such problems as power
interruptions.
(c) Identify the electronic media on which records are stored throughout their life cycle,
the maximum time span that records remain on each storage media, and the official
retention requirements as approved by the Division of Library and Information Services.
(d) State agencies shall, and other agencies are encouraged to, establish and maintain
integrity controls for record (master) copies of electronic records in accordance with the
requirements of Chapter 282, F.S.
(10) SELECTION OF ELECTRONIC RECORDS STORAGE MEDIA. For storing
record (master) copies of electronic public records throughout their life cycle, agencies
shall select appropriate media and systems which meet the following requirements:
(a) Permit easy and accurate retrieval in a timely fashion;
(b) Retain the records in a usable format until their authorized disposition and, when
appropriate, meet the requirements necessary for transfer to the Florida State Archives.
(c) Obtain recording media only from vendors whose guarantee of 10 years or more of
readability is based upon documented accelerated aging tests which are linked to specific
locations on the media.
(d) STANDARD. A scanning density with a minimum of 300 dots per inch is required
for recording electronic records.
(e) STANDARD. Record (master) copies of digital images must be stored in accordance
with the TIFF 6.0 specification (June 3, 1992), which is hereby incorporated by reference
and made a part of this rule. This specification is available from the Aldus Corporation,
411 First Avenue South, Seattle, W A 98104-2871. If use of a proprietary image format is
unavoidable, the agency must provide a gateway to lossless conversion to the TIFF 6.0
specification.
(f) The following factors are to be considered before selecting a storage media or
converting from one media to another: 1. The authorized retention of the records as
determined during the scheduling process;
2. The maintenance necessary to retain the records;
3. The cost of storing and retrieving the records;
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4. The access time to retrieve stored records;
5. The portability of the medium (that is, selecting a medium that can be read by
equipment offered by multiple manufacturers); and
6. The ability to transfer the information from one medium to another, such as from
optical disk to magnetic tape.
(11) MAINTENANCE OF ELECTRONIC RECORDS.
(a) STANDARD. Agencies shall maintain all long-term and permanent backup/security
electronic recording media in a storage facility, either on-site or off-site, with constant
temperature (below 68 degrees Fahrenheit) and relative humidity (20 to 30 percent)
controls. Storage and handling of long-term and permanent records on magnetic tape
shall conform to the standards contained in Standard AES22-1997 "AES recommended
practice for audio preservation and restoration - Storage and handling - Storage of
polyester-base magnetic tape," (1997) which is hereby incorporated by reference and
made a part of this rule. This publication is available from the Audio Engineering
Society, Incorporated, 60 East 42nd Street, Room 2520, New York, New York, 10165-
2520.
(b ) STANDARD. Agencies shall annually read a statistical sample of all electronic media
containing long-term or permanent records to identify any loss of information and to
discover and correct the cause of data loss.
(c) STANDARD. Agencies shall test all long-term or permanent electronic records at
least every 10 years and verify that the media are free of permanent errors.
(d) STANDARD. Agencies shall only rewind tapes immediately before use to restore
proper tension. When tapes with extreme cases of degradation are discovered, they
should be rewound to avoid more permanent damage. Tapes shall be played continuously
from end to end to ensure even packing. Tapes shall be stored so that the tape is all on
one reel or hub.
(e) STANDARD. Agencies shall prohibit smoking, eating, and drinking in areas where
electronic records are created, stored, used, or tested.
(f) STANDARD. External labels (or the equivalent automated management system) for
electronic recording media used to store long-term or permanent records shall provide
unique identification for each storage media, including:
1. The name of the organizational unit responsible for the data;
2. System title, including the version number of the application;
3. Special security requirements or restrictions on access, if any; and
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4. Software in use at the time of creation.
(g) STANDARD. For each electronic records series, agencies shall maintain human
readable information specifying the metadata associated with the series, and technical
documentation specifying recording methods, formats, languages, dependencies, and
schema sufficient to ensure continued access to, and intellectual control over, the series.
Additionally, the following information shall be maintained for each media used to store
long-term or permanent electronic records:
I. File title;
2. Dates of creation;
3. Dates of coverage; and
4. Character code/software dependency.
(h) STANDARD. Electronic records shall not be stored closer than 2 meters from sources
of magnetic fields, including generators, elevators, transformers, loudspeakers,
microphones, headphones, magnetic cabinet latches and magnetized tools.
(i) STANDARD. Electronic records on magnetic tape or disk shall not be stored in metal
containers unless the metal is non-magnetic. Storage containers shall be resistant to
impact, dust intrusion and moisture. Compact disks shall be stored in hard cases, and not
in cardboard, paper or flimsy sleeves.
U) STANDARD. Agencies shall ensure that record (master) copies of electronic records
are maintained by personnel properly trained in the use and handling of the records and
associated equipment.
(k) STANDARD. Agencies shall not use floppy disks, audio cassettes, or VHS-format
video cassettes for the storage of record (master) copies of long-term or permanent
records. Long-term and permanent records on magnetic tape shall be stored on polyester-
based media. Agencies shall use only previously unrecorded videotape for original record
(master) copies of long-term or permanent video recordings. For long-term or permanent
audio recordings of record (master) copies, agencies shall use only one quarter inch open-
reel tapes at three and three-quarters or seven and one half inches per second, full track,
using professional unrecorded polyester splice-free tape stock. For long term or
permanent digital recordings of record (master) copies, agencies may use open reel one-
half inch tape reels recorded at 1600 or more bits-per-inch; 3480, 3490, or 3590-type tape
cartridges; or compact disk read-only-memory (CD-ROM) media.
(I) Agencies shall establish and adopt procedures for external labeling of the contents of
diskettes, disks, tapes, or optical disks so that all authorized users can identify and
retrieve the stored information.
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(m) Agencies shall convert storage media to provide compatibility with the agency's
current hardware and software to ensure that information is not lost due to changing
technology or deterioration of storage media. Before conversion of information to
different media, agencies must determine that authorized disposition of the electronic
records can be implemented after conversion. Long-term or permanent electronic records
stored on magnetic tape shall be transferred to new media as needed to prevent loss of
information due to changing technology or deterioration of storage media.
(n) Agencies shall back up electronic records on a regular basis to safeguard against the
loss of information due to equipment malfunctions or human error. Duplicate copies of
long-term or permanent records shall be maintained in storage areas located in buildings
separate from the location of the records that have been copied.
(12) RETENTION OF ELECTRONIC RECORDS. Agencies shall establish policies and
procedures to ensure that electronic records and their documentation are retained as long
as needed. These retention procedures shall include provisions for:
(a) STANDARD. Scheduling the retention and disposition of all electronic records, as
well as related access documentation and indexes, in accordance with the provisions of
Chapter IB-24, F.A.C.
(b) STANDARD. Transferring a copy of the electronic records and any related
documentation and indexes to the Florida State Archives at the time specified in the
records retention schedule, if applicable. Transfer may take place at an earlier date if
convenient for both the agency and the Archives.
(c) STANDARD. Establishing procedures for regular recopying, reformatting, and other
necessary maintenance to ensure the retention and usability of the electronic records
throughout their authorized life cycle.
(13) DESTRUCTION OF ELECTRONIC RECORDS. Electronic records may be
destroyed only in accordance with the provision of Chapter IB-24, F.A.C. At a minimum
each agency should ensure that:
(a) Electronic records scheduled for destruction must be disposed of in a manner that
ensures protection of any sensitive, proprietary, or security information, and;
(b) Recording media previously used for electronic records containing sensitive,
proprietary, or security information are not reused if the previously recorded information
can be compromised in any way by reuse.
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...
AGREEMENT FOR IMAGING SERVICES
~iS AGmMENT FOR IMAGING SERVICES, is made and entered into
thisl/fl!-dayof 'Cv~,^ 2007, by and between the CITY OF WINTER SPRINGS,
a Florida municipal corporation ("City"), and PDF SOLUTIONS INC., a Florida
corporation, ("Contractor").
NOW THEREFORE, in consideration of the mutual covenants, agreements and
consideration contained herein, the City and Contractor agree as hereinafter set forth:
SECTION 1. DEFINITIONS.
For this Agreement for Imaging Services, hereinafter referred to as "Agreement" or
"Contract," the following terms, phrases, words and their derivations shall have the
meaning given herein. If a word or phrase is not defined in this Section, the definition of
such word or phrase as contained in the City of Winter Springs Code of Ordinances shall
control. When not inconsistent with the context, words used in the present tense include
the future, words in the plural number include the singular number and words in the
singular number include the plural number. The word "shall" is always mandatory and
not merely directory.
A. Contractor: PDF Solutions, Inc., and its employees, agents or contractors.
B. Contract or Agreement: This Agreement for Imaging Services, including
any written amendments hereto and other written documents that are expressly
incorporated herein by reference.
C. City: City of Winter Springs, a Florida municipal corporation, its employees,
agents or contractors.
D. Day: Calendar day or days.
E. Person or Persons: An individual, firm, partnership, corporation, association,
executor, administrator, trustee or other legal entity, whether singular or
plural, masculine or feminine, as the context may require.
F. Project Manager: The City of Winter Springs Records Project Manager or
his or her designee.
G. Service Level Requirement: A document provided by the Project Manager to
the Contractor that will define the requirements for how each department's
records shall be indexed. A separate set of requirements may be issued by the
Project Manager for each department.
SECTION 2. CONTRACTOR RELATIONSHIP.
A. The Contractor shall provide the services required herein strictly under a contractual
relationship with the City and is not, nor shall be, construed to be an agent or
employee of the City. As an independent contractor the Contractor shall pay any and
all applicable taxes required by law; shall comply with all pertinent Federal, State,
and local statutes including, but not limited to, the Fair Labor Standards Act, The
Americans with Disabilities Act, the Federal Civil Rights Act, and any and all
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relevant employment laws. The Contractor shall be responsible for all income tax,
social security and Medicare taxes, Federal unemployment taxes, and any other
withholdings from its employees' or subcontractors' wages or salaries. Benefits, if
any, shall be the responsibility of the Contractor including, but not limited to, health
and life insurance, retirement, liability/risk coverage, and worker's and
unemployment compensation.
B. The Contractor shall hire, compensate, supervise, and terminate members of its work
force; shall direct and control the manner in which work is performed including
conditions under which individuals will be assigned duties, how individuals will
report, and the hours individuals will perform.
C. The City will not provide any space, facility, vehicle, or equipment to the Contractor
to perform any of the duties required by the contract nor will the City pay for any
business, travel, office, or training expense or any other contract performance expense
not specifically set forth in the scope of work.
D. The Contractor shall not be exclusively bound to the City and may provide service to
other private and public entities as long as the service is not in direct conflict and does
not provide a conflict of interest with the service to be performed for the City.
E. By signing this contract, the Contractor certifies that he/she is not an employee of the
City of Winter Springs. If the Contractor accepts any employment with the City of
Winter Springs, this contract shall automatically terminate on the date the Contractor
becomes a City employee.
SECTION 3. TERM.
A. Subject to the termination provisions contained in Section ] 3 of this Contract, the
term of this Contract shall be for a one (I) year period beginning October], 2006 and
ending September 30, 2007.
B. This Contract may be renewed for an additional one (1) year period upon the mutual,
written consent of the City and Contractor.
SECTION 4. SCOPE OF SERVICES PROVIDED BY THE CONTRACTOR.
A. Services Provided by Contractor. The Contractor shall provide Imaging Services for
the City in accordance with the following Scope of Services:
The Contractor shall provide all labor, supervision, quality control, materials,
equipment, pick-up and delivery for Records Management for the City in accordance
with the standards established in Chapter I B-26.003, Florida Administrative Code
(Attachment "A"). All imaging services shall be performed at the Contractor's
facility.
a. Document Pick-up: Documents shall be picked up from the City by the
Contractor. Documents will be placed into numbered boxes by the City. Each
box being picked up shall be listed on a log sheet and the log sheet shall be
signed by the Contractor to verify pick-up and transport of such boxes. The
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City will retain the original log sheet and shall provide a copy to the
Contractor.
b. Document Preparation: The Contractor shall inspect and ensure that all master
documents and copies are of a quality that can be imaged including but not
limited to the following services:
i. removal of staples
11. taping torn pages
111. straighten out paper edges
IV. density and clarity (clearly readable)
If any master document or copy is not in legible condition and will cause the
imaged copies to be not readable in some areas, the document should be
stamped in accordance with the Image Specification Sheet. The Contractor
will contact the City for further instructions on how to proceed.
B. Quality Control Standards: The Contractor shall maintain all equipment in a condition
to assure the quality of imaging shall meet the standards set forth in Chapter I B-
26.003, Florida Administrative Code (see Attachment "A").
a. Masters = Original Documents
Copies = Documents on Hard Drive
b. An image specification will be provided for each job requiring a different
document type by the City.
c. Quality control inspections shall be made by City upon receipt of the Masters
and Copies for unacceptable conditions as stated in the Image Specifications
Sheet provided for that job.
The Contractor at no cost to the City will reproduce any imaging that does not
meet the required specifications within the Image Specification sheet.
C. Indexing: The Contractor shall index the file by the standards set forth in the Image
Specification Sheet. The contract price(s) include indexing. The Contractor shall
provide computer indexing of all documents compatible with the version of
Laserfiche the City is using.
D. Equipment: All images shall be compatible with current City equipment: The City has
Laserfiche document management system in which documents are stored and indexed
after being scanned on either the large or small format scanner. The Contractor shall
hold a valid license from the manufacturer to use the software listed.
E. Hard Drive. An external hard drive will be provided to the Contractor on each pickup
to store the documents on. Any other media that documents may be stored on must be
compatible with current City hardware and comply with standards set forth in Chapter
I B-26.003 of the Florida Administrative Code (Attachment "A").
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SECTION 5. DELIVERABLES.
A. Deliverables: The Contractor shall deliver to the Project Manager the following
deliverables within the specified times (by the date specified on the "sign out sheet")
as required under the Service Level Agreement and Scope of Services of this
agreement in a format approved by the Project Manager.
a. Images will be stored on an external hard drive that will be provided to the
Contractor by the City in tiff 6.0 images matched to indices formatted to
upload specifications for the Laserfiche application.
b. Original documents will be returned to the City by the date specified on the
"sign out sheet".
c. Original documents will be returned in the same manner as they were given to
the Contractor. (i.e. documents in the same box and same group as they were
delivered to the Contractor)
d. All original documents shall be delivered to the City of Winter Springs, 1126
E SR 434, Winter Springs, FL, with each group of images on the hard drive
delivered by the vendor.
B. Transportation of Documents:
a. Documents are to be handled and delivered via an environmentally controlled
vehicle (i.e. interior of a vehicle and not back of pickup truck).
b. When transporting documents, the Contractor must take the documents
directly from the source to the destination and must not leave documents
unattended in the vehicle.
C. Ownership of Documents:
a. The ownership of all documents shall remain with the City and all documents
shall be returned to the City after imaging and quality checks are complete.
The Contractor shall not destroy any document.
b. The Contractor specifically agrees that all documents provided under this
agreement are Official Records as defined in Chapter 1] 9, Florida Statutes,
and the ownership or right of title shall never pass from the City to the
Contractor. The Contractor shall promptly return to the City's Project Manager
any document requested. Any dispute between the Contractor and the City,
including payment issues, shall not give the Contractor any right to retain the
City's documents.
c. In the event of termination of this agreement for any reason, or in the event of
a dispute, the City shall have the right to remove or have removed any
documents from the Contractor's premises during the Contractor's normal
business hours with or without prior notice.
D. Standards: Deliverables prepared by the Contractor in response to the requirements of
this contract shall, unless otherwise provided for in the contract, be thoroughly
researched for accuracy of content, be grammatically correct and not contain errors,
be numerically accurate, be submitted in the format approved in advance by the City's
Project Manager, and be submitted for advance review and comment by the City's
Project Manager. The cost of correcting errors, correcting report data, or making
other revisions required to bring the deliverable into compliance with the contract
requirements shall be borne solely by the Contractor.
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E. Copyrights: Each copyright derived from this agreement shall belong to the author.
The author and the Contractor shall expressly assign to the City non-exclusive,
royalty free rights to use any and all information provided by the Contractor in any
deliverable and/or report for the City's own internal use which may include
publishing in City documents and distribution as the City deems to be in the City's
best interests. If the Contractor provides any material copyrighted by a third party, the
Contractor shall provide original signed authorizations to use such copyrighted
materials and shall provide documentation oJ the City's rights to use such
information. The City shall uphold all State and Federal statutes. If anything included
in a deliverable limits the rights of the City to use the information for its own internal
use, the deliverable shall be considered defective and not acceptable.
SECTION 6. PAYMENTS.
A. As consideration for the Contractor's satisfactory performance of the terms and
conditions set forth in this Agreement, the City shall pay the Contractor according to
the following schedule:
8 1/2 by 11 Image
$O.045/each
Large Format Image
$O.68/each
B. Contractor shall submit invoice(s) for services to the City on a monthly basis; invoice
shall be submitted on the first of each month for the prior month's work, upon the
completion and acceptance of each task identified in Section 4 above. Each invoice
shall show detailed explanation of work accomplished (i.e. number of permit
packages imaged, date completed, list of permit packages imaged, type of imaging
performed, unit price per image, extended price).
C. The City shall remit full payment on all undisputed invoices within forty-five (45)
days from receipt by the Project Manger of the invoice(s) and receipt and acceptance
of the services ordered, whichever is later.
D. Contractor and City will comply with terms of section 218.74, Florida Statutes, as it
relates to invoice payment due dates.
E. By signing this agreement the Contractor expressly agrees that the City may withhold
from any payment, monies owed by the Contractor to the City for any legal obligation
between the Contractor and the City, including, but not limited to intangible taxes,
personal property taxes, fees, and commissions.
SECTION 7. CONTRACTOR'S RESPONSIBILITIES.
A. Supervision. The Contractor shall direct and supervise competent and qualified
personnel and shall devote time and attention to the direction of the operation to
ensure performance of obligations and duties as set forth herein. The Project Manager
shall have the right to request removal or replacement of any Contractor's personnel.
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B. Applicable Laws. The Contractor shall be responsible for ensuring that its employees,
agents, and subcontractors comply with all applicable laws and regulations and meet
all federal, state and local requirements related to their employment and position.
C. Right of Rejection. The City shall, throughout the life of the contract, have the right
of reasonable rejection and approval of staff or subcontractors assigned to the work
by the Contractor. If the City reasonably rejects staff or subcontractors, the Contractor
shall provide replacement staff or subcontractors satisfactory to the City in a timely
manner and at no additional cost to the City. The day-to-day supervision and control
of the Contractor's employees and subcontractors are the responsibility solely of the
Contractor.
D. Immigration Reform and Control Act of 1986. The Contractor certifies that it does
not and will not during the performance of the contract employ illegal alien workers
or otherwise violate the provisions of the Federal Immigration Reform and Control
Act of 1986, as amended.
E. Employment Discrimination. During the performance of the contract, the Contractor
agrees to the following:
a. The Contractor shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, handicap, or national
origin except when such condition is a bona fide occupational qualification
reasonably neccssary for the normal operations of the Contractor. The
Contractor agrees to post in conspicuous places, visible to employees and
applicants for employment, notices setting forth the provisions of this non-
discrimination clause.
b. The Contractor, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, shall state that such Contractor is an Equal
Opportunity Employer.
c. Notices, advertisements, and solicitations placed in accordance with federal
law, rule, or regulation shall be deemed sufficient for the purpose of meeting
the requirements of this section.
d. The Contractor shall include the provisions of the foregoing paragraphs 1, 2,
and 3 above in every subcontract or purchase order so that the provisions will
be binding upon each subcontractor and Contractor. .
F. Fair Labor Standards Act. The Contractor and any subcontractor shall pay all
employees working on this contract not less than the minimum wage specified in the
Fair Labor Standards Act as amended.
G. City Smoke Free Environment. All City premises are smoke free. Smoking is
prohibited on any City premise.
H. Identification of Contractor. The Contractor shall ensure every employee on the
Contractor's work force, including all subcontractors, is provided a photo
identification badge. This badge must be worn at all times outside of the employee's
uniform when on City property. All of the Contractor's and subcontractor's employees
shall adhere to City security standards.
1. Smoking Around Documents. There will be no smoking around the City's
documents.
J. Document Security. During the performance of the contract, the Contractor agrees to
the following:
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a. Document units must remain sealed when not being imaged.
b. Document units must be raised off the floor (on pallets or blocks) at all times
during imaging.
c. There must be a fire suppression device in each room that the document units
will be stored and imaged.
d. When document units are being stored, the units must be covered with a water
resistant cover. (i.e. plastic sheeting draped over boxes)
e. Document units must be stored together when not being imaged.
SECTION 8. CONTRACTOR VEHICLES AND EQUIPMENT.
A. Vehicles and Equipment. The Contractor shall maintain vehicles and equipment in a
safe, clean and sanitary condition. Vehicles and equipment shall be maintained in a
manner so that they will not leak oil or other fluid and to avoid producing pollutants.
Any vehicle or and equipment that cannot be maintained in this manner shall not be
used to provide the services covered as part of this Contract.
B. Annual Inspections. Any vehicle or equipment may be inspected at such times as may
be determined by the Project Manager and/or Risk Manager to determine the
operating condition of the vehicle or equipment and compliance with the terms of this
Contract.
SECTION 9. COMPLIANCE WITH LA WS AND REGULATIONS.
The Contractor shall keep fully informed of all federal and state laws, all local laws,
ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having
jurisdiction or authority which in any manner affect the work, or which in any way affect
the conduct of the work. Contractor shall always observe and comply with all such laws,
ordinances, rules, regulations, orders, and decrees; and shall protect and indemnify City
and all its officers, agents, servants, or employees against any claim or liability arising
from or based on the violation of any such law, ordinance, rule, regulation, order, or
decree caused or committed by Contractor, its representatives, subcontractors, sub-
consultants, professional associates, agents, servants, or employees. Additionally,
Contractor shall obtain and maintain at its own expense all licenses and permits to
conduct business pursuant to this contract from the Federal Government, State of Florida,
Seminole County, City of Winter Springs, or municipalities when legally required and
maintain same in full force and effect during the term of this contract.
SECTION 10. INSURANCE.
A. The Contractor shall provide and maintain at all times during the term of any
contract, without cost or expense to the City, policies of insurance insuring the
Contractor against any and all claims, demands or causes of action whatsoever, for
injuries received or damage to property relating to the performance of duties, services
and/or obligations of the Contractor under the terms and provisions of the contract.
B. Such policies of insurance shall insure the Contractor in accordance with the
following minimum limits:
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a. General Liability insurance on forms no more restrictive than the latest edition
of the Commercial General Liability policy (CG 00 01 or CG 00 02) of the
Insurance Services Office or equivalent without restrictive endorsements, with
the following minimum limits and coverage:
General Liability
Each Occurrence/General Aggregate
Products-Completed Operations
Personal & Adv. Injury
Fire Damage
Medical Expense
$1,000,000
$500,000
$1,000,000
$50,000
$5,000
b. Automobile liability insurance, including owned, non-owned and hired autos
with the following minimum limits and coverage:
Combined Single Limit
Or
Bodily Injury (per person)
Bodily Injury (per accident)
Property Damage
$300,000
$100,000
$300,000
$] 00,000
c. Workers' compensation insurance in accordance with Florida Statute, Chapter
440, and/or any other applicable law requiring workers' compensation
(Federal, maritime, etc). If not required by law to maintain workers
compensation insurance, the Contractor must provide a notarized statement
that if he or she is injured; he or she will not hold the City responsible for any
payment or compensation.
C. Certificate of Insurance Form(s) shall be furnished by the Contractor to the City
within ten (j 0) days after notice of award. The form(s) shall be completed by the
authorized Resident Agent and returned to the Contracting Officer in the Office of
Procurement Services. The certificate shall be dated and show:
a. The name of the insured Contractor, the specified contract name (Agreement
for Imaging Services) and contract number (04-068), the name of insurer, the
number of the policy, its effective date, and its termination date.
b. A statement that the Insurer will mail notice to the City at least thirty (30)
days prior to any material changes in provisions or cancellation of the policy.
c. City of Winter Springs, a Florida municipal corporation shall be named as
additional named insured on Public Liability Insurance and Automobile
Liability Insurance.
D. Certificate holder shall be:
CITY OF WINTER SPRINGS
1126 E. SR 434
WINTER SPRINGS, FL 32708
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E. All deductibles or self-insured retention shall appear on the certificate(s).and shall be
subject to approval by the City. At the option of the City, the insurer shall reduce or
eliminate such deductible or self-insured retention; or the Contractor shall be required
to procure a bond guaranteeing payment of losses and related claims expenses.
F. The Contractor shall either cover any subcontractor on its policy or require the
subcontractor to conform to these requirements and file appropriate forms with the
City.
G. All insurance companies must be authorized to transact business in the State of
Florida.
H. The City shall be exempt from, and in no way liable for, any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Contractor and/or subcontractor providing such
Insurance.
1. Failure to obtain and maintain such insurance as set out above will be considered a
breach of contract and may result in termination of the contract for default.
SECTION 11. INDEMNIFICATION OF CITY.
The Contractor shall indemnify and hold City and its agents, officers, commissioners or
employees harmless for any damages resulting from failure of Contractor to take out and
maintain the above insurance. Additionally, Contractor agrees for good and valuable
consideration in the amount of ten dollars ($10.00) to indemnify, and hold the City, its
officers, commissions, employees and agents free and harmless from and against any and
all losses, penalties, damages, settlements, costs, charges, professional fees or other
expenses or liabilities resulting from the negligent act, error or omission of Contractor, its
agents, employees or representative, in the performance of Contractor's duties set forth in
this Agreement. Indemnification shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the City's option, any and all claims and/or
suits brought against the City which may result from Contractor's performance or non-
performance of services, pursuant to the contract, as stated herein.
SECTION 12. RECORDS.
The Contractor shall maintain such financial records and other records as may be
prescribed by the City or by applicable federal and state laws, rules, and regulations. The
Contractor shall retain these records for a period of three (3) years after final payment, or
until the City audits them, whichever event occurs first. These records shall be made
available during the term of the contract and the subsequent three year period for
examination, transcription, and audit by the City, its designees, or other authorized
bodies.
SECTION 13. TERMINATION OF CONTRACT.
A. Termination for Default. The Project Manager shall notify the Contractor in writing
of deficiencies or default in the performance of its duties under the Contract and the
Contractor shall have ten (10) days to correct same. Failure of the Contractor to
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remedy said specified items of deficiency or default in the notice by either the Project
Manager within ten (10) days of receipt of such notice of such decisions, shall result
in the termination of the contract, and the City shall be relieved of any and all
responsibilities and liabilities under the terms and provisions of the Contract.
B. Termination for City's Convenience. The performance of work under this contract
maybe terminated in accordance with this clause in whole or in part, whenever the
City representative shall determine that such termination is in the best interest of the
City. Any such termination shall be effected by the delivery to the Contractor of a
Notice of Termination specifying the extent to which performance of work under the
contract is terminated, and the date upon which such termination becomes effective.
Upon such termination for convenience, Contractor shall be entitled to payment, in
accordance with the payment provisions, for services rendered up to the termination
date and the City shall have no other obligations, to Contractor, Contractor shall be
obligated to continue performance of contract services, in accordance with this
contract, until the termination date and shall have no further obligation to perform
services after the termination date.
SECTION 14. CHANGE IN SCOPE OF SERVICES.
A. The City may order changes in the work consisting of additions, deletions. or other
revisions within the general scope of the contract. No claims may be made by the
Contractor that the scope of the project or of the Contractor's services has been
changed, requiring changes to the amount of compensation to the Contractor or other
adjustments to the contract, unless such changes or adjustments have been made by
written amendment to the contract signed and authorized by the City and the
Contractor.
B. If the Contractor believes that any particuJar work is not within the scope of the
project, is a material change, or will otherwise require more compensation to the
Contractor, the Contractor must immediately notify the Project Manager in writing of
this belief before performing the work and/or incurring any costs. If the Project
Manager believes the particular work is within the scope of this contract as written,
the Contractor will be ordered to and shall continue with the work as changed and at
the cost stated for the work within the scope. The Contractor must assert its right to
an adjustment under this clause within thirty (30) days from the date of receipt of the
wri tten order.
SECTION 15. MODIFICATIONS DUE TO PUBLIC WELFARE OR CHANGE IN
LAW.
The City shall have the power to make changes in this Contract as the result of changes in
law and/or City of Winter Springs Code to impose new rules and regulations on the
Contractor under this Contract relative to the scope and methods of providing Services as
shall from time-to-time be necessary and desirable for the public welfare. The City shall
give the Contractor notice of any proposed change and an opportunity to be heard
concerning those matters. The scope and method of providing services as referenced
herein shall also be liberally construed to include, but is not limited to the manner,
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procedures, operations and obligations, financial or otherwise, of the Contractor. In the
event any future change in Federal, State or City law materially alters the obligations of
the Contractor, or the benefits to the City, then this Contract shall be amended consistent
therewith. Should these amendments materially alter the obligations of the Contractor,
then the Contractor or the City shall be entitled to an adjustment in the rates and charges
established under this Contract. Nothing contained in this Contract shall require any party
to perform any act or function contrary to law. The City and Contractor agree to enter
into good faith negotiations regarding modifications to this Contract, which may be
required in order to implement changes in the interest of the public welfare or due to
change in law. When such modifications are made to this Contract, the City and the
Contractor shall negotiate in good faith, a reasonable and appropriate adjustment for any
changes in services or other obligations required of the Contractor directly and
demonstrably due to any modification in the Contract under this Section.
SECTION 16. ASSIGNMENT AND SUBLETTING.
The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of any of
its rights, title, or interests therein, without the prior written consent of the City.
SECTION 17. RIGHT TO REQUIRE PERFORMANCE.
A. Failure to Enforce. The failure of the City at any time to require performance by the
Contractor of any provision hereof shall in no way affect the right of the City
thereafter to enforce same. Nor shall waiver by the City of any breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such
provision or as a waiver of any provision itself
B. Failure To Deliver. In the event of failure of the Contractor to deliver services in
accordance with the contract terms and conditions, the City, after due written notice,
may procure the services from other sources and hold the Contractor responsible for
any resulting additional purchase and administrative costs. This remedy shall be in
addition to any other remedies that the City may have.
SECTION 18. GOVERNING LA W.
This Agreement shall be governed by the laws of the State of Florida. Venue of all
disputes shall be properly placed in Seminole County, Florida. The parties agree that this
Agreement was consummated in Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this Agreement arises under Federal law,
the venue will be Orlando, Florida.
SECTION 19. COUNTERPART.
This Agreement may only be executed in two (2) counterparts, each of which shall be
deemed an original and all of which together shall constitute but one and the same
instrument.
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SECTION 20. SEVERABILITY.
If any provision of this Contract shall be declared illegal, void or unenforceable by a
court of competent jurisdiction, or in an arbitration proceeding, the other provisions shall
not be affected but shall remain in full force and effect.
SECTION 21. FORCE MAJEURE.
The parties will exercise every reasonable effort to meet their respective obligations
hereunder, but shall not be liable for delays resulting from force majeure or other causes
beyond their reasonable control, including, but not limited to, compliance with any
Government law or regulation, acts of nature, acts or omissions of the other party,
Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation
problems and/or any other cause whatsoever beyond the reasonable control of the parties.
Any such cause will extend the performance of the delayed obligation to the extent of the
delay so incurred.
SECTION 22. NOTICES.
Whenever either party desires to give notice unto the other. it must be given by written
notice, sent by registered United States mail, with return receipt requested, addressed to
the party for whom it is intended, at the place last specified, and the place for giving of
notice in compliance with the provisions of this paragraph. For the present, the parties
designate the following as the respective places for giving of notice, to-wit:
FOR CITY:
City of Winter Springs
Attn: Joanne Dalka
1126ESR434
Winter Springs, FI 32708
(407) 327-5975 (Phone)
(407) 327-6690 (Fax)
FOR CONTRACTOR:
PDF Solutions, Inc.
Attn: Bill Fairfull
200 Park /\','8RH@ /978 COf'poraJ~ S~ua.(e..J SUire /o~
SaHfQfQ,FL3277~ I-oNG,WOOj) h ~~1S0
(~739 2713 (Phone) I J...
(407) 321-6556 (Fax) 1/()1.'i75 - o~oo
~rI.
~
AGREEMENT FOR IMAGING SERVICES
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SECTION 23. ENTIRE AGREEMENT.
This Agreement and the incorporated Schedules/ Attachments constitute the entire
Agreement between the parties. There are no understandings or agreements related hereto
other than those which are expressed herein, and all prior negotiations, agreements, and
understandings, whether oral or written, are superseded by this Agreement, and it shall
not be considered modified, altered, changed or amended in any respect unless in writing
and signed by the parties hereto.
SECTION 24. SOVEREIGN IMMUNITY.
Notwithstanding any other provision set forth in this Agreement, nothing contained in
this Agreement shall be construed as a waiver of the City's right to sovereign immunity
under section 768.28, Florida Statutes, or other limitations imposed on the City's
potential liability under state or federal law. As such, the City shall not be liable under
this Agreement for punitive damages or interest for the period before judgment. Further,
the City shall not be liable for any claim or judgment, or portion thereof, to anyone
person for more than one hundred thousand dollars ($100,000.00), or any claim or
judgment, or portion thereof, which, when totaled with all other claims or judgments paid
by the Statc or its agcncics and subdivisions arising out of the same incident or
occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
authorized officers the day and year first above written.
CITY OF WINTER SPRINGS
BY: il~t,) 7r1~
Type Name: Ronald W. McLemore
Type Title: City Manager
BY:
Name:
Title:
Date:
~ I?/ :)vo/
Date:
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ATTACHMENT A
Chapter IB-26.003, Florida Administrative Code
RECORDS MANAGEMENT - STANDARDS AND REQUIREMENTS _
ELECTRONIC RECORDKEEPING
(1) PURPOSE. These rules provide standards for record (master) copies of public records
which reside in electronic recordkeeping systems. Recordkeeping requirements must be
incorporated in the design and implementation of new systems and enhancements to
existing systems. Public records are those as defined by Section 119.0 II (11), F.S.
(2) AUTHORITY. The authority for the establishment of these rules is Sections
257.36(1) and (6)(c), F.S.
(3) SCOPE.
(a) 1. These rules are applicable to all agencies as defined by Section 119.011 (2), F.S.
2. These rules establish minimum requirements for the creation, utilization, maintenance,
retention, preservation, storage and disposition of record (master) copies, regardless of
the media.
3. Electronic records include numeric, graphic, sound, video, and textual information
which is recorded or transmitted in analog or digital form.
4. These rules apply to all electronic recordkeeping systems, including, but not limited to,
microcomputers, minicomputers, main-frame computers, and image recording systems
(regardless of storage media) in network or stand-alone configurations.
(b) Before existing records are committed to an electronic recordkeeping system, the
agency shall conduct a cost benefit analysis to insure that the project or system
contemplated is cost effective.
(c) Any electronic recordkeeping system not meeting the provisions of these rules may be
utilized for long-term or permanent records provided the record (master) copy is
maintained or microfilmed in accordance with the provisions of Rule 1 B-26.0021,
F.A.C., prior to disposition.
(4) INTENT. Electronic recordkeeping systems in use at the effecti ve date of this rule,
that are not in compliance with the requirements of this rule, may be used until the
systems are replaced or upgraded. New and upgraded electronic recordkeeping systems
created after the effective date of this rule shall comply with the requirements contained
herein. The Department is aware that it may not be possible to implement this rule in its
entirety immediately upon its enactment, and it is not the intent by this rule to disrupt
existing recordkeeping practices provided that agencies make no further disposition of
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public records without approval of the Division of Library and Information Services of
the Department of State.
(5) DEFINITIONS. For the purpose of these rules:
(a) "Database" means an organized collection of automated information.
(b) "Database management system" means a set of software programs that controls the
organization, storage and retrieval of data (fields, records and files) in a database. It also
controls the security and integrity of the database.
(c) "Data file" means related numeric, textual, sound, video, or graphic information that is
organized in a prescribed form and format.
(d) "Electronic record" means any information that is recorded in machine readable form.
(e) "Electronic recordkeeping system" means an automated information system for the
organized collection, processing, transmission, and dissemination of information in
accordance with defined procedures.
(t) "System design" means the design of the nature and content of input, files, procedures,
and output and their interrelationships.
(g) "Permanent or Long-term records" means any public records which have an
established retention period of more than 10 years. See Section 119.011(11), F.S., for the
definition of a public record.
(h) "Record (master) copy" means public records specifically designated by the custodian
as the official record.
(i) "Geographic information system" means a computer system for capturing, storing,
checking, integrating, manipulating, analyzing and displaying data related to positions on
the Earth's surface.
(j) "Open format" means a data format that is defined in complete detail and that allows
transformation of the data to other formats without loss of information. An open format
may be either standards-based or proprietary.
(6) AGENCY DUTIES AND RESPONSIBILITIES. The head of each agency shall:
(a) Develop and implement a program for the management of electronic records.
(b) Ensure that all records are included within records retention schedules, either by being
included within an applicable General Records Schedule, or by developing and obtaining
approval for a specific records retention schedule. Each record series shall be considered
on an individual basis by the Division of Library and Information Services in establishing
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this retention period.
See subsection IB-24.00l(3), F.A.c., for the definition of a record series.
(c) Integrate the management of electronic records with other records and information
resources management programs of the agency.
(d) Incorporate electronic records management objectives, responsibilities, and
authorities in pertinent agency directives, or rules, as applicable.
(e) Establish procedures for addressing records management requirements, including
recordkeeping requirements and disposition, before approving, recommending, adopting,
or implementing new electronic recordkeeping systems or enhancements to existing
systems.
(f) Provide training for users of electronic recordkeeping systems in the operation, care,
and handling of the equipment, software, and media used in the system.
(g) Ensure that electronic recordkeeping systems meet state requirements for public
access to records.
1. STANDARD. Each agency which maintains public records in an electronic
record keeping system shall provide, to any person making a request pursuant to Chapter
119, F.S., a copy of any data in such records which is not specifically exempt. Said copy
shall be on paper, disk, tape, optical disk, or any other electronic storage device or media
requested by the person, if the agency currently maintains the record in that form, or as
otherwise required by Chapter 119, FS. Except as otherwise provided by state statute, the
cost for providing a copy of such data shall be in accordance with the provisions of
Sections 119.07(4), FS.
2. STANDARD. Except as otherwise provided by law, no agency shall enter into a
contract with, or otherwise obligate itself to, any person or entity if such contract or
obligation impairs the right of the public under state law to inspect or copy the agency's
nonexempt public records existing on-line in, or stored on a device or media used in
connection with, a computer system or optical imaging system owned, leased or
otherwise used by an agency in the course of its governmental functions.
3. STANDARD. Each agency shall ensure that current and proposed electronic
recordkeeping systems adequately provide for the rights of the public to access public
records under Chapter 1] 9, FS.
4. STANDARD. In addition to ensuring that electronic recordkeeping systems meet
requirements for public access to public records, agencies shall ensure that procedures
and controls maintain confidentiality for information which is exempt from public
disclosure.
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(h) Develop and maintain documentation about electronic recordkeeping systems used by
the agency to specify technical characteristics necessary for reading or processing the
records. Documentation for electronic records systems shall meet the following
standards:
1. STANDARD. Each agency shall identify all inputs and outputs of the system; define
the organization and contents of the files and records; define policies on access and use;
define the purpose and function of the system; define update cycles or conditions and
rules for adding information to the system, changing information in it, or deleting
information; and ensure the timely, authorized disposition of the records in accordance
with Chapter IB-24, FA.e.
2. STANDARD. Each agency shall specify the location and media in which electronic
records are maintained to meet retention requirements, establish and document security
controls for the protection of the records, and maintain inventories of electronic
recordkeeping systems to facilitate disposition.
(7) DOCUMENTATION STANDARDS.
(a) STANDARD. Agencies shall maintain adequate and up-to-date technical
documentation for each electronic recordkeeping system. Documentation for electronic
records systems shall be maintained in printed form, and should also be maintained in
computer-readable form to facilitate access to the records. The minimum documentation
req uired is:
1. A narrative description of the system;
2. The physical and technical characteristics of the records, including a record layout or
markup language that describes each file or field including its name, size, starting or
relative position, and description of the form of the data (such as alphabetic, decimal, or
numeric), or a data dictionary or the equivalent information associated with a database
management system including a description of the relationship between data elements in
databases;
3. For information coming from geographic information systems, the physical and
technical characteristics of the records must be described including a data dictionary, a
quality and accuracy report and a description of the graphic data structure, such as
recommended by the federal Spatial Data Transfer Standards; and
4. Any other technical information needed to read or process the records.
(8) CREATION AND USE OF ELECTRONIC RECORDS AS RECORD (MASTER)
COPIES. Electronic recordkeeping systems that maintain record (master) copies of public
records on electronic media shall meet the following minimum requirements:
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(a) 1. Provide a method for all authorized users of the system to retrieve desired records;
2. Provide an appropriate level of security to ensure the integrity of the records, in
accordance with the requirements of Chapter 282, FS. Security controls should include,
at a minimum, physical and logical access controls, backup and recovery procedures, and
training for custodians and users. Automated methods for integrity checking should be
incorporated in all systems that generate and use official file copies of records. Hashing
algorithms and digital signatures should be considered for all official file copies of
electronic records. The use of automated integrity controls, such as hashing algorithms
and digital signatures, can reduce the need for other security controls. Hashing algorithms
used to protect the integrity of official file copies of records should meet the requirements
of US Federal Information Processing Standard Publication 180-1 (FIPS- PUB 180-1)
(April 17, 1995) entitled "Secure Hash Standard," which is hereby incorporated by
reference, and made a part of this rule. This publication is available from the National
Technical Information Service (NTIS), 5285 Port Royal Road, U.S. Department of
Commerce, Springfield, V A 22161, and at the Internet Uniform Resource Locator:
http://www.itl.nist.gov/fipspubs/fip180-1.htm. Agencies should also consider using only
validated implementations of hashing algorithms in cases where the data being protected
are of great intrinsic value or where the content and authenticity of the records are likely
to be at issue in litigation.
3. Identify the open format or standard interchange format when necessary to permit the
exchange of records on electronic media between agency electronic record keeping
systems using different software/operating systems and the conversion or migration of
records on electronic media from one system to another. For text records in the absence
of other conversion capabilities, the word processing or text creation system should be
able to import and export files in the ASCII format as prescribed by Federal Information
Processing Standard Publication (FIPS PUB) Number 1-2; entitled Coded Character Sets
- 7-Bit American National Standard Code for Information Exchange (7-Bit ASCII) (1986,
R2002), which is hereby incorporated by reference, and made a part of this rule. This
publication is available from the National Technical Information Service (NTIS), 5285
Port Royal Road, U.S. Department of Commerce, Springfield, VA 22161; and
4. Provide for the disposition of the records including, when appropriate, transfer to the
Florida State Archives.
(b ) STANDARD. Before a record (master) copy is created on an electronic
recordkeeping system, the record shall be uniquely identified to enable authorized
personnel to retrieve, protect, and carry out the disposition of records in the system.
Agencies shall ensure that records maintained in such systems can be correlated with any
existing related records on paper, microfilm, or other media.
(9) LEGAL AUTHENTICATION. Agencies shall implement the following procedures to
enhance the legal admissibility of electronic records:
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(a) Document that similar kinds of records generated and stored electronically are created
by the same processes each time and have a standardized retrieval approach.
(b) Substantiate that security procedures prevent unauthorized addition, modification, or
deletion of a record and ensure systems protection against such problems as power
interruptions.
(c) Identify the electronic media on which records are stored throughout their life cycle, .
the maximum time span that records remain on each storage media, and the official
retention requirements as approved by the Division of Library and Information Services.
(d) State agencies shall, and other agencies are encouraged to, establish and maintain
integrity controls for record (master) copies of electronic records in accordance with the
requirements of Chapter 282, FS.
(10) SELECTION OF ELECTRONIC RECORDS STORAGE MEDIA. For storing
record (master) copies of electronic public records throughout their life cycle, agencies
shall select appropriate media and systems which meet the following requirements:
(a) Permit easy ami accurate retrieval in a timely fashion:
(b) Retain the records in a usable format until their authorized disposition and, when
appropriate, meet the requirements necessary for transfer to the Florida State Archives.
(c) Obtain recording media only from vendors whose guarantee of 10 years or more of
readability is based upon documented accelerated aging tests which are linked to specific
locations on the media.
(d) STANDARD. A scanning density with a minimum of 300 dots per inch is required
for recording electronic records.
(e) STANDARD. Record (master) copies of digital images must be stored in accordance
with the TIFF 6.0 specification (June 3, 1992), which is hereby incorporated by reference
and made a part of this rule. This specification is available from the Aldus Corporation,
4 1 1 First Avenue South, Seattle, W A 98104-2871. If use of a proprietary image format is
unavoidable, the agency must provide a gateway to lossless conversion to the TIFF 6.0
specification.
(f) The following factors are to be considered before selecting a storage media or
converting from one media to another: 1. The authorized retention of the records as
determined during the scheduling process;
2. The maintenance necessary to retain the records;
3. The cost of storing and retrieving the records;
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4. The access time to retrieve stored records;
5. The portability of the medium (that is, selecting a medium that can be read by
equipment offered by multiple manufacturers); and
6. The ability to transfer the information from one medium to another, such as from
optical disk to magnetic tape.
(11) MAINTENANCE OF ELECTRONIC RECORDS.
(a) STANDARD. Agencies shall maintain all long-term and permanent backup/security
electronic recording media in a storage facility, either on-site or off-site, with constant
temperature (below 68 degrees Fahrenheit) and relative humidity (20 to 30 percent)
controls. Storage and handling of long-term and permanent records on magnetic tape
shall conform to the standards contained in Standard AES22-l997 "AES recommended
practice for audio preservation and restoration - Storage and handling - Storage of
polyester-base magnetic tape," (1997) which is hereby incorporated by reference and
made a part of this rule. This publication is available from the Audio Engineering
Society, Incorporated, 60 East 42nd Street, Room 2520, New York, New York, 10165-
2520.
(b ) STANDARD. Agencies shall annually read a statistical sample of all electronic media
containing long-term or permanent records to identify any loss of information and to
discover and correct the cause of data loss.
(c) STANDARD. Agencies shall test all long-term or permanent electronic records at
least every 10 years and verify that the media are free of permanent errors.
(eI) STANDARD. Agencies shall only rewind tapes immediately before use to restore
proper tension. When tapes with extreme cases of degradation are discovered, they
should be rewound to avoid more permanent damage. Tapes shall be played continuously
from end to end to ensure even packing. Tapes shall be stored so that the tape is all on
one reel or hub.
(e) STANDARD. Agencies shall prohibit smoking, eating, and drinking in areas where
electronic records are created, stored, used, or tested.
(f) STANDARD. External labels (or the equivalent automated management system) for
electronic recording media used to store long-term or permanent records shall provide
unique identification for each storage media, including:
I. The name of the organizational unit responsible for the data;
2. System title, including the version number of the application;
3. Special security requirements or restrictions on access, if any; and
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4. Software in use at the time of creation.
(g) STANDARD. For each electronic records series, agencies shall maintain human
readable information specifying the metadata associated with the series, and technical
documentation specifying recording methods, formats, languages, dependencies, and
schema sufficient to ensure continued access to, and intellectual control over, the series.
Additionally, the following information shall be maintained for each media used to store
long-term or permanent electronic records:
1. File title;
2. Dates of creation;
3. Dates of coverage; and
4. Character code/software dependency.
(h) STANDARD. Electronic records shall not be stored closer than 2 meters from sources
of magnetic fields, including generators, elevators, transformers, loudspeakers.
microphones, headphones, magnetic cabinet latches and magnetized tools.
(i) STANDARD. Electronic records on magnetic tape or disk shall not be stored in metal
containers unless the metal is non-magnetic. Storage containers shall be resistant to
impact, dust intrusion and moisture. Compact disks shall be stored in hard cases, and not
in cardboard, paper or flimsy sleeves.
(j) STANDARD. Agencies shall ensure that record (master) copies of electronic records
are maintained by personnel properly trained in the use and handling of the records and
associated equipment.
(k) STANDARD. Agencies shall not use floppy disks, audio cassettes, or VHS-format
video cassettes for the storage of record (master) copies of long-term or permanent
records. Long-term and permanent records on magnetic tape shall be stored on polyester-
based media. Agencies shall use only previously unrecorded videotape for original record
(master) copies of long-term or permanent video recordings. For long-term or permanent
audio recordings of record (master) copies, agencies shall use only one quarter inch open-
reel tapes at three and three-quarters or seven and one half inches per second, full track,
using professional unrecorded polyester splice-free tape stock. For long term or
permanent digital recordings of record (master) copies, agencies may use open reel one-
half inch tape reels recorded at 1600 or more bits-per-inch; 3480, 3490, or 3590-type tape
cartridges; or compact disk read-only-memory (CD-ROM) media.
(1) Agencies shall establish and adopt procedures for external labeling of the contents of
diskettes, disks, tapes, or optical disks so that all authorized users can identify and
retrieve the stored information.
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(m) Agencies shall convert storage media to provide compatibility with the agency's
current hardware and software to ensure that information is not lost due to changing
technology or deterioration of storage media. Before conversion of information to
different media, agencies must determine that authorized disposition of the electronic
records can be implemented after conversion. Long-term or permanent electronic records
stored on magnetic tape shall be transferred to new media as needed to prevent loss of
information due to changing technology or deterioration of storage media.
(n) Agencies shall back up electronic records on a regular basis to safeguard against the
loss of information due to equipment malfunctions or human error. Duplicate copies of
long-term or permanent records shall be maintained in storage areas located in buildings
separate from the location of the records that have been copied.
(12) RETENTION OF ELECTRONIC RECORDS. Agencies shall establish policies and
procedures to ensure that electronic records and their documentation are retained as long
as needed. These retention procedures shall include provisions for:
(a) STANDARD. Scheduling the retention and disposition of all electronic records, as
well as related access documentation and indexes. in accordance with the provisions of
Chapter IB-24, F.A.C.
(b) STANDARD. Transferring a copy of the electronic records and any related
documentation and indexes to the Florida State Archives at the time specified in the
records retention schedule, if applicable. Transfer may take place at an earlier date if
convenient for both the agency and the Archives.
(c) STANDARD. Establishing procedures for regular recopying, reformatting, and other
necessary maintenance to ensure the retention and usability of the electronic records
throughout their authorized life cycle.
(13) DESTRUCTION OF ELECTRONIC RECORDS. Electronic records may be
destroyed only in accordance with the provision of Chapter 1 B-24, F.A.c. At a minimum
each agency should ensure that:
(a) Electronic records scheduled for destruction must be disposed of in a manner that
ensures protection of any sensitive, proprietary, or security information, and;
(b) Recording media previously used for electronic records containing sensitive,
proprietary, or security information are not reused if the previously recorded information
can be compromised in any way by reuse.
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AGREEMENT FOR IMAGING SERVICES
This AGREEMENT FOR IMAGING SERVICES, is made and entered into
this_day of 2007, by and between the CITY OF WINTER SPRINGS,
a Florida municipal corporation ("City"), and PDF SOLUTIONS INC., a Florida
corporation, ("Contractor").
NOW THEREFORE, in consideration of the mutual covenants, agreements and
consideration contained herein, the City and Contractor agree as hereinafter set forth:
SECTION 1. DEFINITIONS.
For this Agreement for Imaging Services, hereinafter referred to as "Agreement" or
"Contract," the following terms, phrases, words and their derivations shall have the
meaning given herein. If a word or phrase is not defined in this Section, the definition of
such word or phrase as contained in the City of Winter Springs Code of Ordinances shall
control. When not inconsistent with the context, words used in the present tense include
the future, words in the plural number include the singular number and words in the
singular number include the plural number. The word "shall" is always mandatory and
not merely directory.
A. Contractor: PDF Solutions, Inc., and its employees, agents or contractors.
B. Contract or Agreement: This Agreement for Imaging Services, including
any written amendments hereto and other written documents that are expressly
incorporated herein by reference.
C. City: City of Winter Springs, a Florida municipal corporation, its employees,
agents or contractors.
D. Day: Calendar day or days.
E. Person or Persons: An individual, firm, partnership, corporation, association,
executor, administrator, trustee or other legal entity, whether singular or
plural, masculine or feminine, as the context may require.
F. Project Manager: The City of Winter Springs Records Project Manager or
his or her designee.
G. Service Level Requirement: A document provided by the Project Manager to
the Contractor that will define the requirements for how each department's
records shall be indexed. A separate set of requirements may be issued by the
Project Manager for each department.
SECTION 2. CONTRACTOR RELATIONSHIP.
A. The Contractor shall provide the services required herein strictly under a contractual
relationship with the City and is not, nor shall be, construed to be an agent or
employee of the City. As an independent contractor the Contractor shall pay any and
all applicable taxes required by law; shall comply with all pertinent Federal, State,
and local statutes including, but not limited to, the Fair Labor Standards Act, The
Americans with Disabilities Act, the Federal Civil Rights Act, and any and all
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relevant employment laws. The Contractor shall be responsible for all income tax,
social security and Medicare taxes, Federal unemployment taxes, and any other
withholdings from its employees' or subcontractors' wages or salaries. Benefits, if
any, shall be the responsibility of the Contractor including, but not limited to, health
and life insurance, retirement, liability/risk coverage, and worker's and
unemployment compensation.
B. The Contractor shall hire, compensate, supervise, and terminate members of its work
force; shall direct and control the manner in which work is performed including
conditions under which individuals will be assigned duties, how individuals will
report, and the hours individuals will perform.
C. The City will not provide any space, facility, vehicle, or equipment to the Contractor
to perform any of the duties required by the contract nor will the City pay for any
business, travel, office, or training expense or any other contract performance expense
not specifically set forth in the scope of work.
D. The Contractor shall not be exclusively bound to the City and may provide service to
other private and public entities as long as the service is not in direct conflict and does
not provide a conflict of interest with the service to be performed for the City.
E. By signing this contract, the Contractor certifies that he/she is not an employee of the
City of Winter Springs. If the Contractor accepts any employment with the City of
Winter Springs, this contract shall automatically terminate on the date the Contractor
becomes a City employee.
SECTION 3. TERM.
A. Subject to the termination provisions contained in Section 13 of this Contract, the
term of this Contract shall be for a one (1) year period beginning October 1, 2006 and
ending September 30, 2007.
B. This Contract may be renewed for an additional one (1) year period upon the mutual,
written consent of the City and Contractor.
SECTION 4. SCOPE OF SERVICES PROVIDED BY THE CONTRACTOR.
A. Services Provided by Contractor. The Contractor shall provide Imaging Services for
the City in accordance with the following Scope of Services:
The Contractor shall provide all labor, supervision, quality control, materials,
equipment, pick-up and delivery for Records Management for the City in accordance
with the standards established in Chapter 1 B-26.003, Florida Administrative Code
(Attachment "A"). All imaging services shall be performed at the Contractor's
facility.
a. Document Pick-up: Documents shall be picked up from the City by the
Contractor. Documents will be placed into numbered boxes by the City. Each
box being picked up shall be listed on a log sheet and the log sheet shall be
signed by the Contractor to verify pick-up and transport of such boxes. The
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City will retain the original log sheet and shall provide a copy to the
Contractor.
b. Document Preparation: The Contractor shall inspect and ensure that all master
documents and copies are of a quality that can be imaged including but not
limited to the following services:
i. removal of staples
ii. taping tom pages
Ill. straighten out paper edges
IV. density and clarity (clearly readable)
If any master document or copy is not in legible condition and will cause the
imaged copies to be not readable in some areas, the document should be
stamped in accordance with the Image Specification Sheet. The Contractor
will contact the City for further instructions on how to proceed.
B. Quality Control Standards: The Contractor shall maintain all equipment in a condition
to assure the quality of imaging shall meet the standards set forth in Chapter 1 B-
26.003, Florida Administrative Code (see Attachment "A").
a. Masters = Original Documents
Copies = Documents on Hard Drive
b. An image specification will be provided for each job requiring a different
document type by the City.
c. Quality control inspections shall be made by City upon receipt of the Masters
and Copies for unacceptable conditions as stated in the Image Specifications
Sheet provided for that job.
The Contractor at no cost to the City will reproduce any imaging that does not
meet the required specifications within the Image Specification sheet.
C. Indexing: The Contractor shall index the file by the standards set forth in the Image
Specification Sheet. The contract price(s) include indexing. The Contractor shall
provide computer indexing of all documents compatible with the version of
Laserfiche the City is using.
D. Equipment: All images shall be compatible with current City equipment: The City has
Laserfiche document management system in which documents are stored and indexed
after being scanned on either the large or small format scanner. The Contractor shall
hold a valid license from the manufacturer to use the software listed.
E. Hard Drive. An external hard drive will be provided to the Contractor on each pickup
to store the documents on. Any other media that documents may be stored on must be
compatible with current City hardware and comply with standards set forth in Chapter
1 B-26.003 of the Florida Administrative Code (Attachment "A").
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SECTION 5. DELIVERABLES.
A. Deliverables: The Contractor shall deliver to the Project Manager the following
deliverables within the specified times (by the date specified on the "sign out sheet")
as required under the Service Level Agreement and Scope of Services of this
agreement in a format approved by the Project Manager.
a. Images will be stored on an external hard drive that will be provided to the
Contractor by the City in tiff 6.0 images matched to indices formatted to
upload specifications for the Laserfiche application.
b. Original documents will be returned to the City by the date specified on the
"sign out sheet".
c. Original documents will be returned in the same manner as they were given to
the Contractor. (i.e. documents in the same box and same group as they were
delivered to the Contractor)
d. All original documents shall be delivered to the City of Winter Springs, 1126
E SR 434, Winter Springs, FL, with each group of images on the hard drive
delivered by the vendor.
B. Transportation of Documents:
a. Documents are to be handled and delivered via an environmentally controlled
vehicle (i.e. interior of a vehicle and not back of pickup truck).
b. When transporting documents, the Contractor must take the documents
directly from the source to the destination and must not leave documents
unattended in the vehicle.
C. Ownership of Documents:
a. The ownership of all documents shall remain with the City and all documents
shall be returned to the City after imaging and quality checks are complete.
The Contractor shall not destroy any document.
b. The Contractor specifically agrees that all documents provided under this
agreement are Official Records as defined in Chapter 119, Florida Statutes,
and the ownership or right of title shall never pass from the City to the
Contractor. The Contractor shall promptly return to the City's Project Manager
any document requested. Any dispute between the Contractor and the City,
including payment issues; shall not give the Contractor any right to retain the
City's documents.
c. In the event of termination of this agreement for any reason, or in the event of
a dispute, the City shall have the right to remove or have removed any
documents from the Contractor's premises during the Contractor's normal
business hours with or without prior notice.
D. Standards: Deliverables prepared by the Contractor in response to the requirements of
this contract shall, unless otherwise provided for in the contract, be thoroughly
researched for accuracy of content, be grammatically correct and not contain errors,
be numerically accurate, be submitted in the format approved in advance by the City's
Project Manager, and be submitted for advance review and comment by the City's
Project Manager. The cost of correcting errors, correcting report data, or making
other revisions required to bring the deliverable into compliance with the contract
requirements shall be borne solely by the Contractor.
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E. Copyrights: Each copyright derived from this agreement shall belong to the author.
The author and the Contractor shall expressly assign to the City non-exclusive,
royalty free rights to use any and all information provided by the Contractor in any
deliverable and/or report for the City's own internal use which may include
publishing in City documents and distribution as the City deems to be in the City's
best interests. If the Contractor provides any material copyrighted by a third party, the
Contractor shall provide original signed authorizations to use such copyrighted
materials and shall provide documentation of the City's rights to use such
information. The City shall uphold all State and Federal statutes. If anything included
in a deliverable limits the rights of the City to use the information for its own internal
use, the deliverable shall be considered defective and not acceptable.
SECTION 6. PAYMENTS.
A. As consideration for the Contractor's satisfactory performance of the terms and
conditions set forth in this Agreement, the City shall pay the Contractor according to
the following schedule:
8 1/2 by 11 Image
$O.045/each
Lar e Format Ima e
$O.68/each
B. Contractor shall submit invoice(s) for services to the City on a monthly basis; invoice
shall be submitted on the first of each month for the prior month's work, upon the
completion and acceptance of each task identified in Section 4 above. Each invoice
shall show detailed explanation of work accomplished (i.e. number of permit
packages imaged, date completed, list of permit packages imaged, type of imaging
performed, unit price per image, extended price).
C. The City shall remit full payment on all undisputed invoices within forty-five (45)
days from receipt by the Project Manger of the invoice(s) and receipt and acceptance
of the services ordered, whichever is later.
D. Contractor and City will comply with terms of section 218.74, Florida Statutes, as it
relates to invoice payment due dates.
E. By signing this agreement the Contractor expressly agrees that the City may withhold
from any payment, monies owed by the Contractor to the City for any legal obligation
between the Contractor and the City, including, but not limited to intangible taxes,
personal property taxes, fees, and commissions.
SECTION 7. CONTRACTOR'S RESPONSIBILITIES.
A. Supervision. The Contractor shall direct and supervise competent and qualified
personnel and shall devote time and attention to the direction of the operation to
ensure performance of obligations and duties as set forth herein. The Project Manager
shall have the right to request removal or replacement of any Contractor's personnel.
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B. Applicable Laws. The Contractor shall be responsible for ensuring that its employees,
agents, and subcontractors comply with all applicable laws and regulations and meet
all federal, state and local requirements related to their employment and position.
C. Right of Rejection. The City shall, throughout the life of the contract, have the right
of reasonable rejection and approval of staff or subcontractors assigned to the work
by the Contractor. If the City reasonably rejects staff or subcontractors, the Contractor
shall provide replacement staff or subcontractors satisfactory to the City in a timely
manner and at no additional cost to the City. The day-to-day supervision and control
of the Contractor's employees and subcontractors are the responsibility solely of the
Contractor.
D. Immigration Reform and Control Act of 1986. The Contractor certifies that it does
not and will not during the performance of the contract employ illegal alien workers
or otherwise violate the provisions of the Federal Immigration Reform and Control
Act of 1986, as amended.
E. Employment Discrimination. During the performance of the contract, the Contractor
agrees to the following:
a. The Contractor shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, handicap, or national
origin except when such condition is a bona fide occupational qualification
reasonably necessary for the normal operations of the Contractor. The
Contractor agrees to post in conspicuous places, visible to employees and
applicants for employment, notices setting forth the provisions of this non-
discrimination clause.
b. The Contractor, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, shall state that such Contractor is an Equal
Opportunity Employer.
c. Notices, advertisements, and solicitations placed in accordance with federal
law, rule, or regulation shall be deemed sufficient for the purpose of meeting
the requirements of this section.
d. The Contractor shall include the provisions of the foregoing paragraphs I, 2,
and 3 above in every subcontract or purchase order so that the provisions will
be binding upon each subcontractor and Contractor.
F. Fair Labor Standards Act. The Contractor and any subcontractor shall pay all
employees working on this contract not less than the minimum wage specified in the
Fair Labor Standards Act as amended.
G. City Smoke Free Environment. All City premises are smoke free. Smoking is
prohibited on any City premise.
H. Identification of Contractor. The Contractor shall ensure every employee on the
Contractor's work force, including all subcontractors, is provided a photo
identification badge. This badge must be worn at all times outside of the employee's
uniform when on City property. All of the Contractor's and subcontractor's employees
shall adhere to City security standards.
1. Smoking Around Documents. There will be no smoking around the City's
documents.
J. Document Security. During the performance of the contract, the Contractor agrees to
the following:
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a. Document units must remain sealed when not being imaged.
b. Document units must be raised off the floor (on pallets or blocks) at all times
during imaging.
c. There must be a fire suppression device in each room that the document units
will be stored and imaged.
d. When document units are being stored, the units must be covered with a water
resistant cover. (i.e. plastic sheeting draped over boxes)
e. Document units must be stored together when not being imaged.
SECTION 8. CONTRACTOR VEHICLES AND EQUIPMENT.
A. Vehicles and Equipment. The Contractor shall maintain vehicles and equipment in a
safe, clean and sanitary condition. Vehicles and equipment shall be maintained in a
manner so that they will not leak oil or other fluid and to avoid producing pollutants.
Any vehicle or and equipment that cannot be maintained in this manner shall not be
used to provide the services covered as part of this Contract.
B. Annual Inspections. Any vehicle or equipment may be inspected at such times as may
be determined by the Project Manager and/or Risk Manager to determine the
operating condition of the vehicle or equipment and compliance with the terms of this
Contract.
SECTION 9. COMPLIANCE WITH LAWS AND REGULATIONS.
The Contractor shall keep fully informed of all federal and state laws, all local laws,
ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having
jurisdiction or authority which in any manner affect the work, or which in any way affect
the conduct of the work. Contractor shall always observe and comply with all such laws,
ordinances, rules, regulations, orders, and decrees; and shall protect and indemnify City
and all its officers, agents, servants, or employees against any claim or liability arising
from or based on the violation of any such law, ordinance, rule, regulation, order, or
decree caused or committed by Contractor, its representatives, subcontractors, sub-
consultants, professional associates, agents, servants, or employees. Additionally,
Contractor shall obtain and maintain at its own expense all licenses and permits to
conduct business pursuant to this contract from the Federal Government, State of Florida,
Seminole County, City of Winter Springs, or municipalities when legally required and
maintain same in full force and effect during the term of this contract.
SECTION 10. INSURANCE.
A. The Contractor shall provide and maintain at all times during the term of any
contract, without cost or expense to the City, policies of insurance insuring the
Contractor against any and all claims, demands or causes of action whatsoever, for
injuries received or damage to property relating to the performance of duties, services
and/or obligations of the Contractor under the terms and provisions of the contract.
B. Such policies of insurance shall insure the Contractor in accordance with the
following minimum limits:
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a. General Liability insurance on forms no more restrictive than the latest edition
of the Commercial General Liability policy (CG 00 01 or CG 00 02) of the
Insurance Services Office or equivalent without restrictive endorsements, with
the following minimum limits and coverage:
General Liability
Each Occurrence/General Aggregate
Products-Completed Operations
Personal & Adv. Injury
Fire Damage
Medical Expense
$1,000,000
$500,000
$1,000,000
$50,000
$5,000
b. Automobile liability insurance, induding owned, non-owned and hired autos
with the following minimum limits and coverage:
Combined Single Limit
Or
Bodily Injury (per person)
Bodily Injury (per accident)
Property Damage
$300,000
$100,000
$300,000
$100,000
c. Workers' compensation insurance in accordance with Florida Statute, Chapter
440, and/or any other applicable law requiring workers' compensation
(Federal, maritime, etc). If not required by law to maintain workers
compensation insurance, the Contractor must provide a notarized statement
that if he or she is injured; he or she will not hold the City responsible for any
payment or compensation.
C. Certificate of Insurance Form(s) shall be furnished by the Contractor to the City
within ten (10) days after notice of award. The formes) shall be completed by the
authorized Resident Agent and returned to the Contracting Officer in the Office of
Procurement Services. The certificate shall be dated and show:
a. The name of the insured Contractor, the specified contract name (Agreement
for Imaging Services) and contract number (04-068), the name of insurer, the
number of the policy, its effective date, and its termination date.
b. A statement that the Insurer will mail notice to the City at least thirty (30)
days prior to any material changes in provisions or cancellation of the policy.
c. City of Winter Springs, a Florida municipal corporation shall be named as
additional named insured on Public Liability Insurance and Automobile
Liability Insurance.
D. Certificate holder shall be:
CITY OF WINTER SPRINGS
1126 E. SR 434
WINTER SPRINGS, FL 32708
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E. All deductibles or self-insured retention shall appear on the certificate(s) and shall be
subject to approval by the City. At the option of the City, the insurer shall reduce or
eliminate such deductible or self-insured retention; or the Contractor shall be required
to procure a bond guaranteeing payment of losses and related claims expenses.
F. The Contractor shall either cover any subcontractor on its policy or require the
subcontractor to conform to these requirements and file appropriate forms with the
City.
G. All insurance companies must be authorized to transact business in the State of
Florida.
H. The City shall be exempt from, and in no way liable for, any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Contractor and/or subcontractor providing such
Insurance.
1. Failure to obtain and maintain such insurance as set out above will be considered a
breach of contract and may result in termination of the contract for default.
SECTION 11. INDEMNIFICATION OF CITY.
The Contractor shall indemnify and hold City and its agents, officers, commissioners or
employees harmless for any damages resulting from failure of Contractor to take out and
maintain the above insurance. Additionally, Contractor agrees for good and valuable
consideration in the amount of ten dollars ($10.00) to indemnify, and hold the City, its
officers, commissions, employees and agents free and harmless from and against any and
all losses, penalties, damages, settlements, costs, charges, professional fees or other
expenses or liabilities resulting from the negligent act, error or omission of Contractor, its
agents, employees or representative, in the performance of Contractor's duties set forth in
this Agreement. Indemnification shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the City's option, any and all claims and/or
suits brought against the City which may result from Contractor's performance or non-
performance of services, pursuant to the contract, as stated herein.
SECTION 12. RECORDS.
The Contractor shall maintain such financial records and other records as may be
prescribed by the City or by applicable federal and state laws, rules, and regulations. The
Contractor shall retain these records for a period of three (3) years after final payment, or
until the City audits them, whichever event occurs first. These records shall be made
available during the term of the contract and the subsequent three year period for
examination, transcription, and audit by the City, its designees, or other authorized
bodies.
SECTION 13. TERMINATION OF CONTRACT.
A. Termination for Default. The Project Manager shall notify the Contractor in writing
of deficiencies or default in the performance of its duties under the Contract and the
Contractor shall have ten (10) days to correct same. Failure of the Contractor to
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remedy said specified items of deficiency or default in the notice by either the Project
Manager within ten (10) days of receipt of such notice of such decisions, shall result
in the termination of the contract, and the City shall be relieved of any and all
responsibilities and liabilities under the terms and provisions of the Contract.
B. Termination for City's Convenience. The performance of work under this contract
maybe terminated in accordance with this clause in whole or in part, whenever the
City representative shall determine that such termination is in the best interest of the
City. Any such termination shall be effected by the delivery to the Contractor of a
Notice of Termination specifying the extent to which performance of work under the
contract is terminated, and the date upon which such termination becomes effective.
Upon such termination for convenience, Contractor shall be entitled to payment, in
accordance with the payment provisions, for services rendered up to the termination
date and the City shall have no other obligations, to Contractor, Contractor shall be
obligated to continue performance of contract services, in accordance with this
contract, until the termination date and shall have no further obligation to perform
services after the termination date.
SECTION 14. CHANGE IN SCOPE OF SERVICES.
A. The City may order changes in the work consisting of additions, deletions, or other
revisions within the general scope of the contract. No claims may be made by the
Contractor that the scope of the project or of the Contractor's services has been
changed, requiring changes to the amount of compensation to the Contractor or other
adjustments to the contract, unless such changes or adjustments have been made by
written amendment to the contract signed and authorized by the City and the
Contractor.
B. If the Contractor believes that any particular work is not within the scope of the
project, is a material change, or will otherwise require more compensation to the
Contractor, the Contractor must immediately notify the Project Manager in writing of
this belief before performing the work and/or incurring any costs. If the Project
Manager believes the particular work is within the scope of this contract as written,
the Contractor will be ordered to and shall continue with the work as changed and at
the cost stated for the work within the scope. The Contractor must assert its right to
an adjustment under this clause within thirty (30) days from the date of receipt of the
written order.
SECTION 15. MODIFICATIONS DUE TO PUBLIC WELFARE OR CHANGE IN
LAW.
The City shall have the power to make changes in this Contract as the result of changes in
law and/or City of Winter Springs Code to impose new rules and regulations on the
Contractor under this Contract relative to the scope and methods of providing Services as
shall from time-to-time be necessary and desirable for the public welfare. The City shall
give the Contractor notice of any proposed change and an opportunity to be heard
concerning those matters. The scope and method of providing services as referenced
herein shall also be liberally construed to include, but is not limited to the manner,
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procedures, operations and obligations, financial or otherwise, of the Contractor. In the
event any future change in Federal, State or City law materially alters the obligations of
the Contractor, or the benefits to the City, then this Contract shall be amended consistent
therewith. Should these amendments materially alter the obligations of the Contractor,
then the Contractor or the City shall be entitled to an adjustment in the rates and charges
established under this Contract. Nothing contained in this Contract shall require any party
to perform any act or function contrary to law. The City and Contractor agree to enter
into good faith negotiations regarding modifications to this Contract, which may be
required in order to implement changes in the interest of the public welfare or due to
change in law. When such modifications are made to this Contract, the City and the
Contractor shall negotiate in good faith, a reasonable and appropriate adjustment for any
changes in services or other obligations required of the Contractor directly and
demonstrably due to any modification in the Contract under this Section.
SECTION 16. ASSIGNMENT AND SUBLETTING.
The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of any of
its rights, title, or interests therein, without the prior written consent of the City.
SECTION 17. RIGHT TO REQUIRE PERFORMANCE.
A. Failure to Enforce. The failure of the City at any time to require performance by the
Contractor of any provision hereof shall in no way affect the right of the City
thereafter to enforce same. Nor shall waiver by the City of any breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such
provision or as a waiver of any provision itself
B. Failure To Deliver. In the event of failure of the Contractor to deliver services in
accordance with the contract terms and conditions, the City, after due written notice,
may procure the services from other sources and hold the Contractor responsible for
any resulting additional purchase and administrative costs. This remedy shall be in
addition to any other remedies that the City may have.
SECTION 18. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue of all
disputes shall be properly placed in Seminole County, Florida. The parties agree that this
Agreement was consummated in Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this Agreement arises under Federal law,
the venue will be Orlando, Florida.
SECTION 19. COUNTERPART.
This Agreement may only be executed in two (2) counterparts, each of which shall be
deemed an original and all of which together shall constitute but one and the same
instrument.
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SECTION 20. SEVERABILITY.
If any provision of this Contract shall be declared illegal, void or unenforceable by a
court of competent jurisdiction, or in an arbitration proceeding, the other provisions shall
not be affected but shall remain in full force and effect.
SECTION 21. FORCE MAJEURE.
The parties will exercise every reasonable effort to meet their respective obligations
hereunder, but shall not be liable for delays resulting from force majeure or other causes
beyond their reasonable control, including, but not limited to, compliance with any
Government law or regulation, acts of nature, acts or omissions of the other party,
Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation
problems and/or any other cause whatsoever beyond the reasonable control of the parties.
Any such cause will extend the performance of the delayed obligation to the extent of the
delay so incurred.
SECTION 22. NOTICES.
Whenever either party desires to give notice unto the other, it must be given by written
notice, sent by registered United States mail, with return receipt requested, addressed to
the party for whom it is intended, at the place last specified, and the place for giving of
notice in compliance with the provisions of this paragraph. For the present, the parties
designate the following as the respective places for giving of notice, to-wit:
FOR CITY:
City of Winter Springs
Attn: Joanne Dalka
1126 E SR 434
Winter Springs, Fl 32708
(407) 327-5975 (Phone)
(407) 327-6690 (Fax)
FOR CONTRACTOR:
PDF Solutions, Inc.
Attn: Bill Fairfull
200 Park A venue
Sanford, FL 32771
(407) 739-2715 (Phone)
(407) 321-6556 (Fax)
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SECTION 23. ENTIRE AGREEMENT.
This Agreement and the incorporated Schedules/Attachments constitute the entire
Agreement between the parties. There are no understandings or agreements related hereto
other than those which are expressed herein, and all prior negotiations, agreements, and
understandings, whether oral or written, are superseded by this Agreement, and it shall
not be considered modified, altered, changed or amended in any respect unless in writing
and signed by the parties hereto.
SECTION 24. SOVEREIGN IMMUNITY.
Notwithstanding any other provision set forth in this Agreement, nothing contained in
this Agreement shall be construed as a waiver of the City's right to sovereign immunity
under section 768.28, Florida Statutes, or other limitations imposed on the City's
potential liability under state or federal law . As such, the City shall not be liable under
this Agreement for punitive damages or interest for the period before judgment. Further,
the City shall not be liable for any claim or judgment, or portion thereof, to anyone
person for more than one hundred thousand dollars ($100,000.00), or any claim or
judgment, or portion thereof, which, when totaled with all other claims or judgments paid
by the State or its agencies and subdivisions arising out of the same incident or
occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
authorized officers the day and year first above written.
CITY OF WINTER SPRINGS
PDF SOLUTIONS, INe.
BY:
BY:
Type Name: Ronald W. McLemore
Type Title: City Manager
Name:
Title:
Date:
Date:
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ATTACHMENT A
Chapter IB-26.003, Florida Administrative Code
RECORDS MANAGEMENT - STANDARDS AND REQUIREMENTS -
ELECTRONIC RECORDKEEPING
(1) PURPOSE. These rules provide standards for record (master) copies of public records
which reside in electronic recordkeeping systems. Recordkeeping requirements must be
incorporated in the design and implementation of new systems and enhancements to
existing systems. Public records are those as defined by Section 119.011(11), F.S.
(2) AUTHORITY. The authority for the establishment of these rules is Sections
257.36(1) and (6)(c), F.S.
(3) SCOPE.
(a) 1. These rules are applicable to all agencies as defined by Section 119.011 (2), F.S.
2. These rules establish minimum requirements for the creation, utilization, maintenance,
retention, preservation, storage and disposition of record (master) copies, regardless of
the media.
3. Electronic records include numeric, graphic, sound, video, and textual information
which is recorded or transmitted in analog or digital form.
4. These rules apply to all electronic recordkeeping systems, including, but not limited to,
microcomputers, minicomputers, main-frame computers, and image recording systems
(regardless of storage media) in network or stand-alone configurations.
(b) Before existing records are committed to an electronic recordkeeping system, the
agency shall conduct a cost benefit analysis to insure that the project or system
contemplated is cost effective.
(c) Any electronic recordkeeping system not meeting the provisions of these rules may be
utilized for long-term or permanent records provided the record (master) copy is
maintained or microfilmed in accordance with the provisions of Rule IB-26.0021,
F.A.C., prior to disposition.
(4) INTENT. Electronic recordkeeping systems in use at the effective date of this rule,
that are not in compliance with the requirements of this rule, may be used until the
systems are replaced or upgraded. New and upgraded electronic recordkeeping systems
created after the effective date of this rule shall comply with the requirements contained
herein. The Department is aware that it may not be possible to implement this rule in its
entirety immediately upon its enactment, and it is not the intent by this rule to disrupt
existing recordkeeping practices provided that agencies make no further disposition of
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public records without approval of the Division of Library and Information Services of
the Department of State.
(5) DEFINITIONS. For the purpose of these rules:
(a) "Database" means an organized collection of automated information.
(b) "Database management system" means a set of software programs that controls the
organization, storage and retrieval of data (fields, records and files) in a database. It also
controls the security and integrity of the database.
(c) "Data file" means related numeric, textual, sound, video, or graphic information that is
organized in a prescribed form and format.
(d) "Electronic record" means any information that is recorded in machine readable form.
(e) "Electronic recordkeeping system" means an automated information system for the
organized collection, processing, transmission, and dissemination of information in
accordance with defined procedures.
(f) "System design" means the design of the nature and content of input, files, procedures,
and output and their interrelationships.
(g) "Permanent or Long-term records" means any public records which have an
established retention period of more than 10 years. See Section 119.011 (11), F.S., for the
definition of a public record.
(h) "Record (master) copy" means public records specifically designated by the custodian
as the official record.
(i) "Geographic information system" means a computer system for capturing, storing,
checking, integrating, manipulating, analyzing and displaying data related to positions on
the Earth's surface.
(j) "Open format" means a data format that is defined in complete detail and that allows
transformation of the data to other formats without loss of information. An open format
may be either standards-based or proprietary.
(6) AGENCY DUTIES AND RESPONSIBILITIES. The head of each agency shall:
(a) Develop and implement a program for the management of electronic records.
(b) Ensure that all records are included within records retention schedules, either by being
included within an applicable General Records Schedule, or by developing and obtaining
approval for a specific records retention schedule. Each record series shall be considered
on an individual basis by the Division of Library and Information Services in establishing
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this retention period.
See subsection 1B-24.001 (3), F.A.C., for the definition of a record series.
(c) Integrate the management of electronic records with other records and information
resources management programs of the agency.
(d) Incorporate electronic records management objectives, responsibilities, and
authorities in pertinent agency directives, or rules, as applicable.
(e) Establish procedures for addressing records management requirements, including
recordkeeping requirements and disposition, before approving, recommending, adopting,
or implementing new electronic recordkeeping systems or enhancements to existing
systems.
(f) Provide training for users of electronic recordkeeping systems in the operation, care,
and handling of the equipment, software, and media used in the system.
(g) Ensure that electronic recordkeeping systems meet state requirements for public
access to records.
1. STANDARD. Each agency which maintains public records in an electronic
recordkeeping system shall provide, to any person making a request pursuant to Chapter
119, F.S., a copy of any data in such records which is not specifically exempt. Said copy
shall be on paper, disk, tape, optical disk, or any other electronic storage device or media
requested by the person, if the agency currently maintains the record in that form, or as
otherwise required by Chapter 119, F.S. Except as otherwise provided by state statute, the
cost for providing a copy of such data shall be in accordance with the provisions of
Sections 119.07(4), F.S.
2. STANDARD. Except as otherwise provided by law, no agency shall enter into a
contract with, or otherwise obligate itself to, any person or entity if such contract or
obligation impairs the right of the public under state law to inspect or copy the agency's
nonexempt public records existing on-line in, or stored on a device or media used in
connection with, a computer system or optical imaging system owned, leased or
otherwise used by an agency in the course of its governmental functions.
3. STANDARD. Each agency shall ensure that current and proposed electronic
recordkeeping systems adequately provide for the rights of the public to access public
records under Chapter 119, F.S.
4. STANDARD. In addition to ensuring that electronic recordkeeping systems meet
requirements for public access to public records, agencies shall ensure that procedures
and controls maintain confidentiality for information which is exempt from public
disclosure.
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(h) Develop and maintain documentation about electronic recordkeeping systems used by
the agency to specify technical characteristics necessary for reading or processing the
records. Documentation for electronic records systems shall meet the following
standards:
1. STANDARD. Each agency shall identify all inputs and outputs of the system; define
the organization and contents of the files and records; define policies on access and use;
define the purpose and function of the system; define update cycles or conditions and
rules for adding information to the system, changing information in it, or deleting
information; and ensure the timely, authorized disposition of the records in accordance
with Chapter IB-24, F.A.C.
2. STANDARD. Each agency shall specify the location and media in which electronic
records are maintained to meet retention requirements, establish and document security
controls for the protection of the records, and maintain inventories of electronic
recordkeeping systems to facilitate disposition.
(7) DOCUMENTATION STANDARDS.
(a) STANDARD. Agencies shall maintain adequate and up-to-date technical
documentation for each electronic recordkeeping system. Documentation for electronic
records systems shall be maintained in printed form, and should also be maintained in
computer-readable form to facilitate access to the records. The minimum documentation
required is:
1. A narrative description of the system;
2. The physical and technical characteristics of the records, including a record layout or
markup language that describes each file or field including its name, size, starting or
relative position, and description of the form of the data (such as alphabetic, decimal, or
numeric), or a data dictionary or the equivalent information associated with a database
management system including a description of the relationship between data elements in
databases;
3. For information coming from geographic information systems, the physical and
technical characteristics of the records must be described including a data dictionary, a
quality and accuracy report and a description of the graphic data structure, such as
recommended by the federal Spatial Data Transfer Standards; and
4. Any other technical information needed to read or process the records.
(8) CREATION AND USE OF ELECTRONIC RECORDS AS RECORD (MASTER)
COPIES. Electronic recordkeeping systems that maintain record (master) copies of public
records on electronic media shall meet the following minimum requirements:
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(a) 1. Provide a method for all authorized users of the system to retrieve desired records;
2. Provide an appropriate level of security to ensure the integrity of the records, in
accordance with the requirements of Chapter 282, F.S. Security controls should include,
at a minimum, physical and logical access controls, backup and recovery procedures, and
training for custodians and users. Automated methods for integrity checking should be
incorporated in all systems that generate and use official file copies of records. Hashing
algorithms and digital signatures should be considered for all official file copies of
electronic records. The use of automated integrity controls, such as hashing algorithms
and digital signatures, can reduce the need for other security controls. Hashing algorithms
used to protect the integrity of official file copies of records should meet the requirements
of US Federal Information Processing Standard Publication 180-1 (FIPS-PUB 180-1)
(April 17, 1995) entitled "Secure Hash Standard," which is hereby incorporated by
reference, and made a part of this rule. This publication is available from the National
Technical Information Service (NTIS), 5285 Port Royal Road, U.S. Department of
Commerce, Springfield, V A 22161, and at the Internet Uniform Resource Locator:
http://www.itl.nist.gov/fipspubs/fipI80-1.htm. Agencies should also consider using only
validated implementations of hashing algorithms in cases where the data being protected
are of great intrinsic value or where the content and authenticity of the records are likely
to be at issue in litigation.
3. Identify the open format or standard interchange format when necessary to permit the
exchange of records on electronic media between agency electronic recordkeeping
systems using different software/operating systems and the conversion or migration of
records on electronic media from one system to another. For text records in the absence
of other conversion capabilities, the word processing or text creation system should be
able to import and export files in the ASCII format as prescribed by Federal Information
Processing Standard Publication (FIPS PUB) Number 1-2; entitled Coded Character Sets
- 7-Bit American National Standard Code for Information Exchange (7-Bit ASCII) (1986,
R2002), which is hereby incorporated by reference, and made a part of this rule. This
publication is available from the National Technical Information Service (NTIS), 5285
Port Royal Road, U.S. Department of Commerce, Springfield, VA 22161; and
4. Provide for the disposition of the records including, when appropriate, transfer to the
Florida State Archives.
(b) STANDARD. Before a record (master) copy is created on an electronic
recordkeeping system, the record shall be uniquely identified to enable authorized
personnel to retrieve, protect, and carry out the disposition of records in the system.
Agencies shall ensure that records maintained in such systems can be correlated with any
existing related records on paper, microfilm, or other media.
(9) LEGAL AUTHENTICATION. Agencies shall implement the following procedures to
enhance the legal admissibility of electronic records:
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(a) Document that similar kinds of records generated and stored electronically are created
by the same processes each time and have a standardized retrieval approach.
(b) S.ubstantiate that security procedures prevent unauthorized addition, modification, or
deletion of a record and ensure systems protection against such problems as power
interruptions.
(c) Identify the electronic media on which records are stored throughout their life cycle,
the maximum time span that records remain on each storage media, and the official
retention requirements as approved by the Division of Library and Information Services.
(d) State agencies shall, and other agencies are encouraged to, establish and maintain
integrity controls for record (master) copies of electronic records in accordance with the
requirements of Chapter 282, F.S.
(10) SELECTION OF ELECTRONIC RECORDS STORAGE MEDIA. For storing
record (master) copies of electronic public records throughout their life cycle, agencies
shall select appropriate media and systems which meet the following requirements:
(a) Permit easy and accurate retrieval in a timely fashion;
(b) Retain the records in a usable format until their authorized disposition and, when
appropriate, meet the requirements necessary for transfer to the Florida State Archives.
(c) Obtain recording media only from vendors whose guarantee of 10 years or more of
readability is based upon documented accelerated aging tests which are linked to specific
locations on the media.
(d) STANDARD. A scanning density with a minimum of 300 dots per inch is required
for recording electronic records.
(e) STANDARD. Record (master) copies of digital images must be stored in accordance
with the TIFF 6.0 specification (June 3, 1992), which is hereby incorporated by reference
and made a part of this rule. This specification is available from the Aldus Corporation,
411 First Avenue South, Seattle, W A 98104-2871. If use of a proprietary image format is
unavoidable, the agency must provide a gateway to lossless conversion to the TIFF 6.0
specification.
(f) The following factors are to be considered before selecting a storage media or
converting from one media to another: 1. The authorized retention of the records as
determined during the scheduling process;
2. The maintenance necessary to retain the records;
3. The cost of storing and retrieving the records;
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4. The access time to retrieve stored records;
5. The portability of the medium (that is, selecting a medium that can be read by
equipment offered by multiple manufacturers); and
6. The ability to transfer the information from one medium to another, such as from
optical disk to magnetic tape.
(11) MAINTENANCE OF ELECTRONIC RECORDS.
(a) STANDARD. Agencies shall maintain all long-term and permanent backup/security
electronic recording media in a storage facility, either on-site or off-site, with constant
temperature (below 68 degrees Fahrenheit) and relative humidity (20 to 30 percent)
controls. Storage and handling of long-term and permanent records on magnetic tape
shall conform to the standards contained in Standard AES22-1997 "AES recommended
practice for audio preservation and restoration - Storage and handling - Storage of
polyester-base magnetic tape," (1997) which is hereby incorporated by reference and
made a part of this rule. This publication is available from the Audio Engineering
Society, Incorporated, 60 East 42nd Street, Room 2520, New York, New York, 10165-
2520.
(b ) STANDARD. Agencies shall annually read a statistical sample of all electronic media
containing long-term or permanent records to identify any loss of information and to
discover and correct the cause of data loss.
(c) STANDARD. Agencies shall test all long-term or permanent electronic records at
least every 10 years and verify that the media are free of permanent errors.
(d) STANDARD. Agencies shall only rewind tapes immediately before use to restore
proper tension. When tapes with extreme cases of degradation are discovered, they
should be rewound to avoid more permanent damage. Tapes shall be played continuously
from end to end to ensure even packing. Tapes shall be stored so that the tape is all on
one reel or hub.
(e) STANDARD. Agencies shall prohibit smoking, eating, and drinking in areas where
electronic records are created, stored, used, or tested.
(f) STANDARD. External labels (or the equivalent automated management system) for
electronic recording media used to store long-term or permanent records shall provide
unique identification for each storage media, including:
1. The name of the organizational unit responsible for the data;
2. System title, including the version number of the application;
3. Special security requirements or restrictions on access, if any; and
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4. Software in use at the time of creation.
(g) STANDARD. For each electronic records series, agencies shall maintain human
readable information specifying the metadata associated with the series, and technical
documentation specifying recording methods, formats, languages, dependencies, and
schema sufficient to ensure continued access to, and intellectual control over, the series.
Additionally, the following information shall be maintained for each media used to store
long-term or permanent electronic records:
I. File title;
2. Dates of creation;
3. Dates of coverage; and
4. Character code/software dependency.
(h) STANDARD. Electronic records shall not be stored closer than 2 meters from sources
of magnetic fields, including generators, elevators, transformers, loudspeakers,
microphones, headphones, magnetic cabinet latches and magnetized tools.
(i) STANDARD. Electronic records on magnetic tape or disk shall not be stored in metal
containers unless the metal is non-magnetic. Storage containers shall be resistant to
impact, dust intrusion and moisture. Compact disks shall be stored in hard cases, and not
in cardboard, paper or flimsy sleeves.
U) STANDARD. Agencies shall ensure that record (master) copies of electronic records
are maintained by personnel properly trained in the use and handling of the records and
associated equipment.
(k) STANDARD. Agencies shall not use floppy disks, audio cassettes, or VHS-format
video cassettes for the storage of record (master) copies of long-term or permanent
records. Long-term and permanent records on magnetic tape shall be stored on polyester-
based media. Agencies shall use only previously unrecorded videotape for original record
(master) copies of long-term or permanent video recordings. For long-term or permanent
audio recordings of record (master) copies, agencies shall use only one quarter inch open-
reel tapes at three and three-quarters or seven and one half inches per second, full track,
using professional unrecorded polyester splice-free tape stock. For long term or
permanent digital recordings of record (master) copies, agencies may use open reel one-
half inch tape reels recorded at 1600 or more bits-per-inch; 3480, 3490, or 3590-type tape
cartridges; or compact disk read-only-memory (CD-ROM) media.
(I) Agencies shall establish and adopt procedures for external labeling of the contents of
diskettes, disks, tapes, or optical disks so that all authorized users can identify and
retrieve the stored information.
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(m) Agencies shall convert storage media to provide compatibility with the agency's
current hardware and software to ensure that information is not lost due to changing
technology or deterioration of storage media. Before conversion of information to
different media, agencies must determine that authorized disposition of the electronic
records can be implemented after conversion. Long-term or permanent electronic records
stored on magnetic tape shall be transferred to new media as needed to prevent loss of
information due to changing technology or deterioration of storage media.
(n) Agencies shall back up electronic records on a regular basis to safeguard against the
loss of information due to equipment malfunctions or human error. Duplicate copies of
long-term or permanent records shall be maintained in storage areas located in buildings
separate from the location of the records that have been copied.
(12) RETENTION OF ELECTRONIC RECORDS. Agencies shall establish policies and
procedures to ensure that electronic records and their documentation are retained as long
as needed. These retention procedures shall include provisions for:
(a) STANDARD. Scheduling the retention and disposition of all electronic records, as
well as related access documentation and indexes, in accordance with the provisions of
Chapter IB-24, F.A.C.
(b) STANDARD. Transferring a copy of the electronic records and any related
documentation and indexes to the Florida State Archives at the time specified in the
records retention schedule, if applicable. Transfer may take place at an earlier date if
convenient for both the agency and the Archives.
(c) STANDARD. Establishing procedures for regular recopying, reformatting, and other
necessary maintenance to ensure the retention and usability of the electronic records
throughout their authorized life cycle.
(13) DESTRUCTION OF ELECTRONIC RECORDS. Electronic records may be
destroyed only in accordance with the provision of Chapter IB-24, F.A.C. At a minimum
each agency should ensure that:
(a) Electronic records scheduled for destruction must be disposed of in a manner that
ensures protection of any sensitive, proprietary, or security information, and;
(b) Recording media previously used for electronic records containing sensitive,
proprietary, or security information are not reused if the previously recorded information
can be compromised in any way by reuse.
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...
AGREEMENT FOR IMAGING SERVICES
~iS AGmMENT FOR IMAGING SERVICES, is made and entered into
thisl/fl!-dayof 'Cv~,^ 2007, by and between the CITY OF WINTER SPRINGS,
a Florida municipal corporation ("City"), and PDF SOLUTIONS INC., a Florida
corporation, ("Contractor").
NOW THEREFORE, in consideration of the mutual covenants, agreements and
consideration contained herein, the City and Contractor agree as hereinafter set forth:
SECTION 1. DEFINITIONS.
For this Agreement for Imaging Services, hereinafter referred to as "Agreement" or
"Contract," the following terms, phrases, words and their derivations shall have the
meaning given herein. If a word or phrase is not defined in this Section, the definition of
such word or phrase as contained in the City of Winter Springs Code of Ordinances shall
control. When not inconsistent with the context, words used in the present tense include
the future, words in the plural number include the singular number and words in the
singular number include the plural number. The word "shall" is always mandatory and
not merely directory.
A. Contractor: PDF Solutions, Inc., and its employees, agents or contractors.
B. Contract or Agreement: This Agreement for Imaging Services, including
any written amendments hereto and other written documents that are expressly
incorporated herein by reference.
C. City: City of Winter Springs, a Florida municipal corporation, its employees,
agents or contractors.
D. Day: Calendar day or days.
E. Person or Persons: An individual, firm, partnership, corporation, association,
executor, administrator, trustee or other legal entity, whether singular or
plural, masculine or feminine, as the context may require.
F. Project Manager: The City of Winter Springs Records Project Manager or
his or her designee.
G. Service Level Requirement: A document provided by the Project Manager to
the Contractor that will define the requirements for how each department's
records shall be indexed. A separate set of requirements may be issued by the
Project Manager for each department.
SECTION 2. CONTRACTOR RELATIONSHIP.
A. The Contractor shall provide the services required herein strictly under a contractual
relationship with the City and is not, nor shall be, construed to be an agent or
employee of the City. As an independent contractor the Contractor shall pay any and
all applicable taxes required by law; shall comply with all pertinent Federal, State,
and local statutes including, but not limited to, the Fair Labor Standards Act, The
Americans with Disabilities Act, the Federal Civil Rights Act, and any and all
AGREEMENT FOR IMAGING SERVICES
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relevant employment laws. The Contractor shall be responsible for all income tax,
social security and Medicare taxes, Federal unemployment taxes, and any other
withholdings from its employees' or subcontractors' wages or salaries. Benefits, if
any, shall be the responsibility of the Contractor including, but not limited to, health
and life insurance, retirement, liability/risk coverage, and worker's and
unemployment compensation.
B. The Contractor shall hire, compensate, supervise, and terminate members of its work
force; shall direct and control the manner in which work is performed including
conditions under which individuals will be assigned duties, how individuals will
report, and the hours individuals will perform.
C. The City will not provide any space, facility, vehicle, or equipment to the Contractor
to perform any of the duties required by the contract nor will the City pay for any
business, travel, office, or training expense or any other contract performance expense
not specifically set forth in the scope of work.
D. The Contractor shall not be exclusively bound to the City and may provide service to
other private and public entities as long as the service is not in direct conflict and does
not provide a conflict of interest with the service to be performed for the City.
E. By signing this contract, the Contractor certifies that he/she is not an employee of the
City of Winter Springs. If the Contractor accepts any employment with the City of
Winter Springs, this contract shall automatically terminate on the date the Contractor
becomes a City employee.
SECTION 3. TERM.
A. Subject to the termination provisions contained in Section ] 3 of this Contract, the
term of this Contract shall be for a one (I) year period beginning October], 2006 and
ending September 30, 2007.
B. This Contract may be renewed for an additional one (1) year period upon the mutual,
written consent of the City and Contractor.
SECTION 4. SCOPE OF SERVICES PROVIDED BY THE CONTRACTOR.
A. Services Provided by Contractor. The Contractor shall provide Imaging Services for
the City in accordance with the following Scope of Services:
The Contractor shall provide all labor, supervision, quality control, materials,
equipment, pick-up and delivery for Records Management for the City in accordance
with the standards established in Chapter I B-26.003, Florida Administrative Code
(Attachment "A"). All imaging services shall be performed at the Contractor's
facility.
a. Document Pick-up: Documents shall be picked up from the City by the
Contractor. Documents will be placed into numbered boxes by the City. Each
box being picked up shall be listed on a log sheet and the log sheet shall be
signed by the Contractor to verify pick-up and transport of such boxes. The
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City will retain the original log sheet and shall provide a copy to the
Contractor.
b. Document Preparation: The Contractor shall inspect and ensure that all master
documents and copies are of a quality that can be imaged including but not
limited to the following services:
i. removal of staples
11. taping torn pages
111. straighten out paper edges
IV. density and clarity (clearly readable)
If any master document or copy is not in legible condition and will cause the
imaged copies to be not readable in some areas, the document should be
stamped in accordance with the Image Specification Sheet. The Contractor
will contact the City for further instructions on how to proceed.
B. Quality Control Standards: The Contractor shall maintain all equipment in a condition
to assure the quality of imaging shall meet the standards set forth in Chapter I B-
26.003, Florida Administrative Code (see Attachment "A").
a. Masters = Original Documents
Copies = Documents on Hard Drive
b. An image specification will be provided for each job requiring a different
document type by the City.
c. Quality control inspections shall be made by City upon receipt of the Masters
and Copies for unacceptable conditions as stated in the Image Specifications
Sheet provided for that job.
The Contractor at no cost to the City will reproduce any imaging that does not
meet the required specifications within the Image Specification sheet.
C. Indexing: The Contractor shall index the file by the standards set forth in the Image
Specification Sheet. The contract price(s) include indexing. The Contractor shall
provide computer indexing of all documents compatible with the version of
Laserfiche the City is using.
D. Equipment: All images shall be compatible with current City equipment: The City has
Laserfiche document management system in which documents are stored and indexed
after being scanned on either the large or small format scanner. The Contractor shall
hold a valid license from the manufacturer to use the software listed.
E. Hard Drive. An external hard drive will be provided to the Contractor on each pickup
to store the documents on. Any other media that documents may be stored on must be
compatible with current City hardware and comply with standards set forth in Chapter
I B-26.003 of the Florida Administrative Code (Attachment "A").
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SECTION 5. DELIVERABLES.
A. Deliverables: The Contractor shall deliver to the Project Manager the following
deliverables within the specified times (by the date specified on the "sign out sheet")
as required under the Service Level Agreement and Scope of Services of this
agreement in a format approved by the Project Manager.
a. Images will be stored on an external hard drive that will be provided to the
Contractor by the City in tiff 6.0 images matched to indices formatted to
upload specifications for the Laserfiche application.
b. Original documents will be returned to the City by the date specified on the
"sign out sheet".
c. Original documents will be returned in the same manner as they were given to
the Contractor. (i.e. documents in the same box and same group as they were
delivered to the Contractor)
d. All original documents shall be delivered to the City of Winter Springs, 1126
E SR 434, Winter Springs, FL, with each group of images on the hard drive
delivered by the vendor.
B. Transportation of Documents:
a. Documents are to be handled and delivered via an environmentally controlled
vehicle (i.e. interior of a vehicle and not back of pickup truck).
b. When transporting documents, the Contractor must take the documents
directly from the source to the destination and must not leave documents
unattended in the vehicle.
C. Ownership of Documents:
a. The ownership of all documents shall remain with the City and all documents
shall be returned to the City after imaging and quality checks are complete.
The Contractor shall not destroy any document.
b. The Contractor specifically agrees that all documents provided under this
agreement are Official Records as defined in Chapter 1] 9, Florida Statutes,
and the ownership or right of title shall never pass from the City to the
Contractor. The Contractor shall promptly return to the City's Project Manager
any document requested. Any dispute between the Contractor and the City,
including payment issues, shall not give the Contractor any right to retain the
City's documents.
c. In the event of termination of this agreement for any reason, or in the event of
a dispute, the City shall have the right to remove or have removed any
documents from the Contractor's premises during the Contractor's normal
business hours with or without prior notice.
D. Standards: Deliverables prepared by the Contractor in response to the requirements of
this contract shall, unless otherwise provided for in the contract, be thoroughly
researched for accuracy of content, be grammatically correct and not contain errors,
be numerically accurate, be submitted in the format approved in advance by the City's
Project Manager, and be submitted for advance review and comment by the City's
Project Manager. The cost of correcting errors, correcting report data, or making
other revisions required to bring the deliverable into compliance with the contract
requirements shall be borne solely by the Contractor.
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E. Copyrights: Each copyright derived from this agreement shall belong to the author.
The author and the Contractor shall expressly assign to the City non-exclusive,
royalty free rights to use any and all information provided by the Contractor in any
deliverable and/or report for the City's own internal use which may include
publishing in City documents and distribution as the City deems to be in the City's
best interests. If the Contractor provides any material copyrighted by a third party, the
Contractor shall provide original signed authorizations to use such copyrighted
materials and shall provide documentation oJ the City's rights to use such
information. The City shall uphold all State and Federal statutes. If anything included
in a deliverable limits the rights of the City to use the information for its own internal
use, the deliverable shall be considered defective and not acceptable.
SECTION 6. PAYMENTS.
A. As consideration for the Contractor's satisfactory performance of the terms and
conditions set forth in this Agreement, the City shall pay the Contractor according to
the following schedule:
8 1/2 by 11 Image
$O.045/each
Large Format Image
$O.68/each
B. Contractor shall submit invoice(s) for services to the City on a monthly basis; invoice
shall be submitted on the first of each month for the prior month's work, upon the
completion and acceptance of each task identified in Section 4 above. Each invoice
shall show detailed explanation of work accomplished (i.e. number of permit
packages imaged, date completed, list of permit packages imaged, type of imaging
performed, unit price per image, extended price).
C. The City shall remit full payment on all undisputed invoices within forty-five (45)
days from receipt by the Project Manger of the invoice(s) and receipt and acceptance
of the services ordered, whichever is later.
D. Contractor and City will comply with terms of section 218.74, Florida Statutes, as it
relates to invoice payment due dates.
E. By signing this agreement the Contractor expressly agrees that the City may withhold
from any payment, monies owed by the Contractor to the City for any legal obligation
between the Contractor and the City, including, but not limited to intangible taxes,
personal property taxes, fees, and commissions.
SECTION 7. CONTRACTOR'S RESPONSIBILITIES.
A. Supervision. The Contractor shall direct and supervise competent and qualified
personnel and shall devote time and attention to the direction of the operation to
ensure performance of obligations and duties as set forth herein. The Project Manager
shall have the right to request removal or replacement of any Contractor's personnel.
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B. Applicable Laws. The Contractor shall be responsible for ensuring that its employees,
agents, and subcontractors comply with all applicable laws and regulations and meet
all federal, state and local requirements related to their employment and position.
C. Right of Rejection. The City shall, throughout the life of the contract, have the right
of reasonable rejection and approval of staff or subcontractors assigned to the work
by the Contractor. If the City reasonably rejects staff or subcontractors, the Contractor
shall provide replacement staff or subcontractors satisfactory to the City in a timely
manner and at no additional cost to the City. The day-to-day supervision and control
of the Contractor's employees and subcontractors are the responsibility solely of the
Contractor.
D. Immigration Reform and Control Act of 1986. The Contractor certifies that it does
not and will not during the performance of the contract employ illegal alien workers
or otherwise violate the provisions of the Federal Immigration Reform and Control
Act of 1986, as amended.
E. Employment Discrimination. During the performance of the contract, the Contractor
agrees to the following:
a. The Contractor shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, handicap, or national
origin except when such condition is a bona fide occupational qualification
reasonably neccssary for the normal operations of the Contractor. The
Contractor agrees to post in conspicuous places, visible to employees and
applicants for employment, notices setting forth the provisions of this non-
discrimination clause.
b. The Contractor, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, shall state that such Contractor is an Equal
Opportunity Employer.
c. Notices, advertisements, and solicitations placed in accordance with federal
law, rule, or regulation shall be deemed sufficient for the purpose of meeting
the requirements of this section.
d. The Contractor shall include the provisions of the foregoing paragraphs 1, 2,
and 3 above in every subcontract or purchase order so that the provisions will
be binding upon each subcontractor and Contractor. .
F. Fair Labor Standards Act. The Contractor and any subcontractor shall pay all
employees working on this contract not less than the minimum wage specified in the
Fair Labor Standards Act as amended.
G. City Smoke Free Environment. All City premises are smoke free. Smoking is
prohibited on any City premise.
H. Identification of Contractor. The Contractor shall ensure every employee on the
Contractor's work force, including all subcontractors, is provided a photo
identification badge. This badge must be worn at all times outside of the employee's
uniform when on City property. All of the Contractor's and subcontractor's employees
shall adhere to City security standards.
1. Smoking Around Documents. There will be no smoking around the City's
documents.
J. Document Security. During the performance of the contract, the Contractor agrees to
the following:
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a. Document units must remain sealed when not being imaged.
b. Document units must be raised off the floor (on pallets or blocks) at all times
during imaging.
c. There must be a fire suppression device in each room that the document units
will be stored and imaged.
d. When document units are being stored, the units must be covered with a water
resistant cover. (i.e. plastic sheeting draped over boxes)
e. Document units must be stored together when not being imaged.
SECTION 8. CONTRACTOR VEHICLES AND EQUIPMENT.
A. Vehicles and Equipment. The Contractor shall maintain vehicles and equipment in a
safe, clean and sanitary condition. Vehicles and equipment shall be maintained in a
manner so that they will not leak oil or other fluid and to avoid producing pollutants.
Any vehicle or and equipment that cannot be maintained in this manner shall not be
used to provide the services covered as part of this Contract.
B. Annual Inspections. Any vehicle or equipment may be inspected at such times as may
be determined by the Project Manager and/or Risk Manager to determine the
operating condition of the vehicle or equipment and compliance with the terms of this
Contract.
SECTION 9. COMPLIANCE WITH LA WS AND REGULATIONS.
The Contractor shall keep fully informed of all federal and state laws, all local laws,
ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having
jurisdiction or authority which in any manner affect the work, or which in any way affect
the conduct of the work. Contractor shall always observe and comply with all such laws,
ordinances, rules, regulations, orders, and decrees; and shall protect and indemnify City
and all its officers, agents, servants, or employees against any claim or liability arising
from or based on the violation of any such law, ordinance, rule, regulation, order, or
decree caused or committed by Contractor, its representatives, subcontractors, sub-
consultants, professional associates, agents, servants, or employees. Additionally,
Contractor shall obtain and maintain at its own expense all licenses and permits to
conduct business pursuant to this contract from the Federal Government, State of Florida,
Seminole County, City of Winter Springs, or municipalities when legally required and
maintain same in full force and effect during the term of this contract.
SECTION 10. INSURANCE.
A. The Contractor shall provide and maintain at all times during the term of any
contract, without cost or expense to the City, policies of insurance insuring the
Contractor against any and all claims, demands or causes of action whatsoever, for
injuries received or damage to property relating to the performance of duties, services
and/or obligations of the Contractor under the terms and provisions of the contract.
B. Such policies of insurance shall insure the Contractor in accordance with the
following minimum limits:
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a. General Liability insurance on forms no more restrictive than the latest edition
of the Commercial General Liability policy (CG 00 01 or CG 00 02) of the
Insurance Services Office or equivalent without restrictive endorsements, with
the following minimum limits and coverage:
General Liability
Each Occurrence/General Aggregate
Products-Completed Operations
Personal & Adv. Injury
Fire Damage
Medical Expense
$1,000,000
$500,000
$1,000,000
$50,000
$5,000
b. Automobile liability insurance, including owned, non-owned and hired autos
with the following minimum limits and coverage:
Combined Single Limit
Or
Bodily Injury (per person)
Bodily Injury (per accident)
Property Damage
$300,000
$100,000
$300,000
$] 00,000
c. Workers' compensation insurance in accordance with Florida Statute, Chapter
440, and/or any other applicable law requiring workers' compensation
(Federal, maritime, etc). If not required by law to maintain workers
compensation insurance, the Contractor must provide a notarized statement
that if he or she is injured; he or she will not hold the City responsible for any
payment or compensation.
C. Certificate of Insurance Form(s) shall be furnished by the Contractor to the City
within ten (j 0) days after notice of award. The form(s) shall be completed by the
authorized Resident Agent and returned to the Contracting Officer in the Office of
Procurement Services. The certificate shall be dated and show:
a. The name of the insured Contractor, the specified contract name (Agreement
for Imaging Services) and contract number (04-068), the name of insurer, the
number of the policy, its effective date, and its termination date.
b. A statement that the Insurer will mail notice to the City at least thirty (30)
days prior to any material changes in provisions or cancellation of the policy.
c. City of Winter Springs, a Florida municipal corporation shall be named as
additional named insured on Public Liability Insurance and Automobile
Liability Insurance.
D. Certificate holder shall be:
CITY OF WINTER SPRINGS
1126 E. SR 434
WINTER SPRINGS, FL 32708
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E. All deductibles or self-insured retention shall appear on the certificate(s).and shall be
subject to approval by the City. At the option of the City, the insurer shall reduce or
eliminate such deductible or self-insured retention; or the Contractor shall be required
to procure a bond guaranteeing payment of losses and related claims expenses.
F. The Contractor shall either cover any subcontractor on its policy or require the
subcontractor to conform to these requirements and file appropriate forms with the
City.
G. All insurance companies must be authorized to transact business in the State of
Florida.
H. The City shall be exempt from, and in no way liable for, any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Contractor and/or subcontractor providing such
Insurance.
1. Failure to obtain and maintain such insurance as set out above will be considered a
breach of contract and may result in termination of the contract for default.
SECTION 11. INDEMNIFICATION OF CITY.
The Contractor shall indemnify and hold City and its agents, officers, commissioners or
employees harmless for any damages resulting from failure of Contractor to take out and
maintain the above insurance. Additionally, Contractor agrees for good and valuable
consideration in the amount of ten dollars ($10.00) to indemnify, and hold the City, its
officers, commissions, employees and agents free and harmless from and against any and
all losses, penalties, damages, settlements, costs, charges, professional fees or other
expenses or liabilities resulting from the negligent act, error or omission of Contractor, its
agents, employees or representative, in the performance of Contractor's duties set forth in
this Agreement. Indemnification shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the City's option, any and all claims and/or
suits brought against the City which may result from Contractor's performance or non-
performance of services, pursuant to the contract, as stated herein.
SECTION 12. RECORDS.
The Contractor shall maintain such financial records and other records as may be
prescribed by the City or by applicable federal and state laws, rules, and regulations. The
Contractor shall retain these records for a period of three (3) years after final payment, or
until the City audits them, whichever event occurs first. These records shall be made
available during the term of the contract and the subsequent three year period for
examination, transcription, and audit by the City, its designees, or other authorized
bodies.
SECTION 13. TERMINATION OF CONTRACT.
A. Termination for Default. The Project Manager shall notify the Contractor in writing
of deficiencies or default in the performance of its duties under the Contract and the
Contractor shall have ten (10) days to correct same. Failure of the Contractor to
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remedy said specified items of deficiency or default in the notice by either the Project
Manager within ten (10) days of receipt of such notice of such decisions, shall result
in the termination of the contract, and the City shall be relieved of any and all
responsibilities and liabilities under the terms and provisions of the Contract.
B. Termination for City's Convenience. The performance of work under this contract
maybe terminated in accordance with this clause in whole or in part, whenever the
City representative shall determine that such termination is in the best interest of the
City. Any such termination shall be effected by the delivery to the Contractor of a
Notice of Termination specifying the extent to which performance of work under the
contract is terminated, and the date upon which such termination becomes effective.
Upon such termination for convenience, Contractor shall be entitled to payment, in
accordance with the payment provisions, for services rendered up to the termination
date and the City shall have no other obligations, to Contractor, Contractor shall be
obligated to continue performance of contract services, in accordance with this
contract, until the termination date and shall have no further obligation to perform
services after the termination date.
SECTION 14. CHANGE IN SCOPE OF SERVICES.
A. The City may order changes in the work consisting of additions, deletions. or other
revisions within the general scope of the contract. No claims may be made by the
Contractor that the scope of the project or of the Contractor's services has been
changed, requiring changes to the amount of compensation to the Contractor or other
adjustments to the contract, unless such changes or adjustments have been made by
written amendment to the contract signed and authorized by the City and the
Contractor.
B. If the Contractor believes that any particuJar work is not within the scope of the
project, is a material change, or will otherwise require more compensation to the
Contractor, the Contractor must immediately notify the Project Manager in writing of
this belief before performing the work and/or incurring any costs. If the Project
Manager believes the particular work is within the scope of this contract as written,
the Contractor will be ordered to and shall continue with the work as changed and at
the cost stated for the work within the scope. The Contractor must assert its right to
an adjustment under this clause within thirty (30) days from the date of receipt of the
wri tten order.
SECTION 15. MODIFICATIONS DUE TO PUBLIC WELFARE OR CHANGE IN
LAW.
The City shall have the power to make changes in this Contract as the result of changes in
law and/or City of Winter Springs Code to impose new rules and regulations on the
Contractor under this Contract relative to the scope and methods of providing Services as
shall from time-to-time be necessary and desirable for the public welfare. The City shall
give the Contractor notice of any proposed change and an opportunity to be heard
concerning those matters. The scope and method of providing services as referenced
herein shall also be liberally construed to include, but is not limited to the manner,
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procedures, operations and obligations, financial or otherwise, of the Contractor. In the
event any future change in Federal, State or City law materially alters the obligations of
the Contractor, or the benefits to the City, then this Contract shall be amended consistent
therewith. Should these amendments materially alter the obligations of the Contractor,
then the Contractor or the City shall be entitled to an adjustment in the rates and charges
established under this Contract. Nothing contained in this Contract shall require any party
to perform any act or function contrary to law. The City and Contractor agree to enter
into good faith negotiations regarding modifications to this Contract, which may be
required in order to implement changes in the interest of the public welfare or due to
change in law. When such modifications are made to this Contract, the City and the
Contractor shall negotiate in good faith, a reasonable and appropriate adjustment for any
changes in services or other obligations required of the Contractor directly and
demonstrably due to any modification in the Contract under this Section.
SECTION 16. ASSIGNMENT AND SUBLETTING.
The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of any of
its rights, title, or interests therein, without the prior written consent of the City.
SECTION 17. RIGHT TO REQUIRE PERFORMANCE.
A. Failure to Enforce. The failure of the City at any time to require performance by the
Contractor of any provision hereof shall in no way affect the right of the City
thereafter to enforce same. Nor shall waiver by the City of any breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such
provision or as a waiver of any provision itself
B. Failure To Deliver. In the event of failure of the Contractor to deliver services in
accordance with the contract terms and conditions, the City, after due written notice,
may procure the services from other sources and hold the Contractor responsible for
any resulting additional purchase and administrative costs. This remedy shall be in
addition to any other remedies that the City may have.
SECTION 18. GOVERNING LA W.
This Agreement shall be governed by the laws of the State of Florida. Venue of all
disputes shall be properly placed in Seminole County, Florida. The parties agree that this
Agreement was consummated in Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this Agreement arises under Federal law,
the venue will be Orlando, Florida.
SECTION 19. COUNTERPART.
This Agreement may only be executed in two (2) counterparts, each of which shall be
deemed an original and all of which together shall constitute but one and the same
instrument.
AGREEMENT FOR IMAGING SERVICES
City of Winter Springs / PDF Solutions, Inc.
Page]] of22
SECTION 20. SEVERABILITY.
If any provision of this Contract shall be declared illegal, void or unenforceable by a
court of competent jurisdiction, or in an arbitration proceeding, the other provisions shall
not be affected but shall remain in full force and effect.
SECTION 21. FORCE MAJEURE.
The parties will exercise every reasonable effort to meet their respective obligations
hereunder, but shall not be liable for delays resulting from force majeure or other causes
beyond their reasonable control, including, but not limited to, compliance with any
Government law or regulation, acts of nature, acts or omissions of the other party,
Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation
problems and/or any other cause whatsoever beyond the reasonable control of the parties.
Any such cause will extend the performance of the delayed obligation to the extent of the
delay so incurred.
SECTION 22. NOTICES.
Whenever either party desires to give notice unto the other. it must be given by written
notice, sent by registered United States mail, with return receipt requested, addressed to
the party for whom it is intended, at the place last specified, and the place for giving of
notice in compliance with the provisions of this paragraph. For the present, the parties
designate the following as the respective places for giving of notice, to-wit:
FOR CITY:
City of Winter Springs
Attn: Joanne Dalka
1126ESR434
Winter Springs, FI 32708
(407) 327-5975 (Phone)
(407) 327-6690 (Fax)
FOR CONTRACTOR:
PDF Solutions, Inc.
Attn: Bill Fairfull
200 Park /\','8RH@ /978 COf'poraJ~ S~ua.(e..J SUire /o~
SaHfQfQ,FL3277~ I-oNG,WOOj) h ~~1S0
(~739 2713 (Phone) I J...
(407) 321-6556 (Fax) 1/()1.'i75 - o~oo
~rI.
~
AGREEMENT FOR IMAGING SERVICES
City of Winter Springs / PDF Solutions, Inc.
Page] 2 of 22
SECTION 23. ENTIRE AGREEMENT.
This Agreement and the incorporated Schedules/ Attachments constitute the entire
Agreement between the parties. There are no understandings or agreements related hereto
other than those which are expressed herein, and all prior negotiations, agreements, and
understandings, whether oral or written, are superseded by this Agreement, and it shall
not be considered modified, altered, changed or amended in any respect unless in writing
and signed by the parties hereto.
SECTION 24. SOVEREIGN IMMUNITY.
Notwithstanding any other provision set forth in this Agreement, nothing contained in
this Agreement shall be construed as a waiver of the City's right to sovereign immunity
under section 768.28, Florida Statutes, or other limitations imposed on the City's
potential liability under state or federal law. As such, the City shall not be liable under
this Agreement for punitive damages or interest for the period before judgment. Further,
the City shall not be liable for any claim or judgment, or portion thereof, to anyone
person for more than one hundred thousand dollars ($100,000.00), or any claim or
judgment, or portion thereof, which, when totaled with all other claims or judgments paid
by the Statc or its agcncics and subdivisions arising out of the same incident or
occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
authorized officers the day and year first above written.
CITY OF WINTER SPRINGS
BY: il~t,) 7r1~
Type Name: Ronald W. McLemore
Type Title: City Manager
BY:
Name:
Title:
Date:
~ I?/ :)vo/
Date:
AGREEMENT FOR IMAGING SERVICES
City of Winter Springs / PDF Solutions, Inc.
Page 13 of 22