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HomeMy WebLinkAboutPDF Solutions, Inc. Agreement for Imaging Services -2007 03 14 AGREEMENT FOR IMAGING SERVICES ~is AGmMErT FOR IMAGING SERVICES, is made and entered into thisl$..;.-dayof ~c. 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 City of Winter Springs / POF Solutions, Inc. Page 1 of 22 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 (I) year period beginning October I, 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 AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 2 of 22 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 torn 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 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"). AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 3 of 22 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. AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 4 of 22 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 II 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. AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 5 of 22 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: AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 6 of 22 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: AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 7 of 22 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 $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 AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 8 of 22 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. I. 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 AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 9 of 22 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 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, AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 10 of22 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. AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page II 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 1126 E SR 434 Winter Springs, FI 32708 (407) 327-5975 (Phone) (407) 327-6690 (Fax) FOR CONTRACTOR: PDF Solutions, Inc. Attn: Bill Fairfull 299 Parle :\\'BRYIil "78 CorporfNfe S~UAfe..1 SUIre 'O,L ~aRfQFd, FL nT/I 1-0"" WOO]) H ~~15 0 (~ 729 2715 (Phone) I /.. (407) 321-6556 (Fax) ~1.'j7S - O;"OD ~ ~ AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 12 of22 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 BY: ll~tJ 1YJ~ Type Name: Ronald W. McLemore Type Title: City Manager BY: 3//'1 P r- I Name: Title: Date: ~ I?; J :)CIOI / Date: AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 13 of22 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) I. 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 AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 14 of 22 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 AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 15 of22 this retention period. See subsection 1 B-24.00 1 (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. AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 16 of22 (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: I. 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: AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 17 of22 (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 (PIPS 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, V A 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: AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 18 of22 (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, F.S. (l0) 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; AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 19 of22 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 AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 20 of 22 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. 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. (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. AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 21 of22 (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 I B-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 I 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. AGREEMENT FOR IMAGING SERVICES City of Winter Springs / PDF Solutions, Inc. Page 22 of 22