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HomeMy WebLinkAboutAgreement For IA Inc Augusta Richmond GA DOCUMENT NAME: Jccmcnc fOi "IA -rnC DOCUMENT TYPE: ~~cmoX YEAR: 02 BOX NUMBER: 11 FILE NUMBER: ( ~4oz NUMBER OF PAGES: ) ( ~ l . .~ ; 'i Team IA Inc. Agreement for Services Augusta, Ceorgia This Agreement is made this if day of J;,'-1- ' 2002 by and between; Team IA Inc. 7\4 South Lake Dr, Suite 100 Lexington, South Carolina 29071 (hereinafter "Team IA") Augusta, Georgia, a Political subdivision of the State of Georgia and 530 Greene Street Augusta, Georgia 30911 (hereinafter "Augusta") 1. Services This Agreement will apply to the services offered by Team IA to Augusta, which is specifically set forth in the following schedules: Schedule "A"- Scope of Work Schedule "8"- Acceptance Criteria 2. Terms This agreement shall become effective as of the date of execution of the agreement by the parties. 2.1. The agreement shall temlinate upon the earliest to occur of the following: (i) thirty (30) days after Augusta gives Team IA written notice of Augusta;sdesire to terminate this agreement, for any reason but only after the payment of any fees then due and owing; or (ii) thirty days (30) days after Team IA gives Augusta written notice of Augusta's breach of any material provision of the Agreement, including more 'than forty~five (45) days delinquency in Augusta's payment of any undisputed invoice due hereunder, unless Augusta has cured such breach during such thirty (30) day period; or (iii) the services contracted fonre complete. 2.2. If Team IA is required to pay sales or other use taxes based upon the services provided, Augusta wil] reimburse Team IA the amount of taxes paid by Team lA, provided Augusta is not exempt from such taxes. 2.3. Augusta understands Team fA may use a subcontractor to complete part of this agreement. 2.4. Acceptance means Tests conducted to verify whether the Deliverable substantially conforms to the applicable Specifications for the Project. Customer shall have a specified time after completion, or such other period as may be mutually agreed upon, (the "Acceptance Period"), to test the Deliverable. If Customer notifies Team IA of any material non-conformity with the Specifications in any of the Deliverable (collectively "Non-conformities") in . writing within the applicable Acceptance Period, Team IA shall promptly use reasonable efforts to correct such Non-conformities and notify Customer when the corrections are complete. Customer then shall have the right to test the corrected Deliverable. If Customer does not notify Team IA of any material Non-conformities within the Acceptance Period or if Customer uses the Deliverables in a production environment or otherwise in connection with Customer's conduct of its business, Customer shall be deemed to have accepted the Deliverables. 3. Fees 3.'1. Augusta agrees to pay Team lA, the charges as set forth in Schedule "A." 3.2. Charges will be invoiced according to Schedule "A" and are clue and payable in full within 30 days of receipt of invoice. Page " of 4 "- If ...... 3.3. All Team IA invoices, which are not paid within 45 days, shall bear interest at the rate of2 % per month, but not to exceed the maximum rate permitted by law. Augusta acknowledges and agrees that unless and until such invoice(s) and late charges are paid in full, Team lA reserves the right, without notice, to immediately suspend and/or terminate services under this Agreement, in addition to such other remedies it may have at law or in equity. 4. Augusta Re~ponsibilities Augusta shall provide Team IA with all information relevant to the services to be performed and shall cooperate and provide Team IA with all assistance as may reasonably be required to properly perform the engagement. 5. Confidential Information Each party acknowledges that during the course of this Agreement it may be exposed to confidential information relating to the other party's business. Each party will not directly or indirectly disclose any such information, will secure and protect such information in a manner consistent with the maintenance of the other party's rights therein, and will take appropriate action by instruction or agreement with its employees and agents who are pennitted access to such information to satisfy its obligations hereunder. The foregoing obligation with respect to confidential information of either party does not apply to information that is in the public domairi, was rightfully known or becomes known by the other party prior or subsequent to its receipt hereunder, or is or becomes public knowledge by acts of the owner of the confidential information or a third party. 6. Intellectual Property Team IA will use its proprietary utility application to import converted data into Augusta's, County Document Imaging Management System (CDIMS). The utility will be placed on Augusta's system for the performance of the agreement and then removed. Augusta will have no right to use this utility either during or after this project. Augusta agrees to keep such utility and associated documentation confidential,. and to use its best efforts to prevent their unauthorized disclosure and use. Augusta agrees that it will not make or allqw to be made copies of the utility unless Team IA has given its prior written consent. 7. Employees Neither Team IA nor Augusta shall, during the term of this Agreement and for one (I) year thereafter, either directly or indirectly, on their own behalf or others, hire, employ, divert or appropriate, or attempt to hire, employ, divert or appropriate, any employee or former employee of the other party. 8. Warranty and Limitation of Liabi!ity 8.1 Warranty: Augusta acknowledges and agrees that for reasons beyond the reasonable control of Team lA, the microfilm conversion produced by Team fA may not be without error. Team IA warrants that it will use its best efforts to coinpletely and accurately provide the services provided for in this agreement. Team IA makes no warranty or representation that the data contained in any of the product or files delivered to Augusta are accurate or correct except as provided hereinabove and in no even.t will Team fA be liable for the subsequent use of the data and files produced by Team IA and delivered to Augusta, 'whether by Augusta, its successors and assigns, or by its customers and third parties. 8.2 Limitation of Damages and Remedies. The foregoing warranty and the obligations and liabilities of Team lA are exclusive and are given in lieu of: (I) all other warranties, guarantees, or liabilities, either express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose; and (2) any obligation, liability, right, claim, or remedy in contract or tort, whether or not arising from Team lA's negligence or strict liability. Any remedies of Augusta shall be limited to those provided herein to the exclusion of any and all other remedies, including, without limitation, loss of use, revenue, or incidental or consequential damages. . Notwithstanding any other provision of this agreement, in no event shall Team lA's aggregate liability in respect of this agreement exceed the total amount of the cost of the replacement of the microfilm. Page 2 of4 -; , 8.3 No action, regardless of forn1, relating to or arising out of the services under this Agreement may be brought by either party more than one (1) year after the date of completion of the services, except that an action by Team fA for non-payment may be brought at any time consistent with applicable law. 8.4 In the event of damage or loss of microfilm belonging to Augusta, of which Team IA has possession in order to complete services required hereunder, Te~m1 IA will pay only the replac~ment cost of the film. Team lA will have no further liability for the replacement of missing or damaged property except as defined in this Section. Team IA will have no liability to any third party. 9. Indemnification. Each party will save the other harmless from and against and shall indemnify the other for any liability, loss, cost, expense, or damage howsoever caused by reason of any injury (whether to body, property, or persons or business character reputation) sustained by any person or to any personal propel1y by reason of any act, neglect, default, or omission of it or any of its agents, employees or other representatives. If either party is sued in any court for damages by reason of the acts of the other party referred to in this paragraph, such other party shall defend said action (or cause same to be defended) at its own expense and shall pay and discharge any judgment that may be rendered in any such action; if such other party fails or neglects to so defend in said action, the party sued may defend the same and any expenses, including reasonable attorney's fees which it may payor incur in defending said action and the amount of any judgment which it may be required to pay shall be properly reimbursed upon demand by the other party. Nothing herein is intended to nor shall it relieve either party from liability for its own.act(s), omission(s), or negligence. 10. Termination for Default In the event of default of any of the terms hereof, the party claiming the default shall give the defaulting party written notice specifying the conditions of default and the actions necessary to cure such default. If the defaulting party fails to cure the default or provide a plan for curing the default within twenty (20) days after such notice is given, the party claiming the default may assert such remedies as may be available at law, except as limited by the terms of this Agreement. The rights of ;ream IA under this Section are in addition to its right to stop work immediately upon non-payment of amounts due under Section 3 above. 11. Entire Agreement ". 'd This Agreement and any schedules now or hereafter executed by the parties constitutes and will constitute the complete and exclusive statement of terms and conditions of the agreement between the parties for the work described herein and in applicable schedules, and supersedes all oral or written proposals and all other communications between the parties relating to the subject matter thereof. \ " 12. Modifications This .Agreement and any schedules executed pursuant to this Agreement cannot be altered, amended or modified except in writing executed by an authorized representative of each party. 13. Governing Law In the event of a dispute arising out of or relating to this Contract; the parties shall attempt to settle the matter amicably at the working level. Where the parties are unable to resolve the dispute, either party may by Notice setting out the particuiars of the dispute, refer the matter to the senior management of the parties. If senior management cannot resolve the dispute within thirty (30) days of the Notice of Dispute either party shall have the right to bring action in the Superior Court of Richmond County, Georgia. Seller, by execution of the Contract, specifically consents to jurisdiction and venue in the Superior Court of Richmond County, Georgia. 14. Assignability This Agreement may not be assigned by either party, either in whole or in part, without the express written consent of the other, which shall not be unreasonably withheld. Page 3 of 4 15. Notice Any notices required or permitted to be given hereunder shall be deemed given and served in accordance with the provisions of this Agreement if delivered personally to the receiving party, or if deposited in the United States mail, postage prepaid, return receipt requested and addressed to the receiving party at the address which appears above, or at any address which has previously been designated in writing by such party. Each such mailed notice shall be deemed given on the date the same was so deposited in the mails in the Inanner. described herein. 16. Force Majeure Team IA shall not be liable for any excess costs or delays if the failure to perfonn under this Agreement arises out of causes beyond the reasonable control of Team IA. Such causes may include, but are not restricted to, acts of God or the public enemy, terrorism, acts of Augusta or the government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perfonn must be beyond the reasonable control and without the fault or negligence of Team IA or Augusta. 17. Headings and Severability The headings contained herein are for reference only and are not for, nor shall they be construed to be, of substance. Should any section or portion of a section of this Agreement be found to be illegal or unenforceable, the remaining portion of any such section or sections shall survive and be construed pursuant to the clear intentions of the parties, based upon the remaining provisions of the Agreement. ' 18. Non-waiver No w?iver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver and shall not be deemed a waiver of any subsequent breach or default of the same or similar nature. 19. Authority to Bind The undersigned hereby represent that the signatories indicated below are fully authorized to bind the respective parties to this Agreement. Further the parties acknowledge and represent that no other action, consent or approval by the respective parties, council, employee, agent or officer is necessary to enter this Agreement as a binding and valid contract. Team lA, Inc. 7\4 South Lake Drive, Suite \00 Lexington, South Carolina 29072 Augusta, Georgia, A Political subdivision of the State of Georgia 530 Greene Street Augusta, G /116v{ trV BY: iJ~ .(LLf :I!/U-c; U qJBY TITLE: TITLE: Page 4 of4 '. Schedule A - Team fA SOW for Richmond County, Georgia, Image Backfile ImpQI1 Revised 7/22/02 SCOPE OF WORK IMAGE BACKFILE IMPORT By TEAM IA for AUGUSTA RICHMOND COUNTY, GEORGIA This Schedule A is incorporated in and forms part of the Team IA Inc., Agreement for Services for Augusta, Georgia dated 2002. 1. PURPOSE OF PRO,IECT The purpose of this project is to convert 39 rolls (approximately 93,000 images) of 16 mm microfilm images to digital images for the period of 1/1 /99 through 10/31/99, and to import the digital images into the County Document Imaging Management Systems CDIMS system. 2. ApPROACH The approach for this project is to use a high-quality copy of original microfilm to create electronic files of images on CD(s), and then to import the electronic files from CD(s) to the CDIMS imaging system and referencing them back to the electronic index information already in the system using a software utility written by Team IA. The County will perfonn Quality Assurance (QA) on images and indexes provided by Team IA. The sign-off and acceptance ofCD(s) as well as the final imported images and data will be required. 3. SCHEDULE The schedule is estimated at IS weeks from the' start of the project to final acceptance. This includes Team IA and County work items. A high-level schedule is as follows: Duration 3 weeks 3 weeks 2 weeks Work Item Duplicate original microfilm rolls Produce CD(s) from microfilm Compare CD image quality to microfilm & verify index information Reprocess substandard images (if applicable) Import into CDIMS Research and correct errors (if applicable) Review imported images for Quality Assurance Responsibility County Team IA County I week 1 week 2 weeks' 3 weeks Team IA Team IA Team IA & County County 4. Hardware and Software Requirements: . CDIMS Image Import Utility, provided by Tea'mlA . Image QA software for ImageQA, provided by Team IA . One workstation for QA on CD images, provided by the County. Minimum specifications: 300 MHz Intel Processor, 64MB RAM, 1 GB usable hard drive space, CD-ROM drive, 21" monitor, 1280 X 1024 resolution, NT 4.0 Workstation.' . Two blank, registered 502GB optical platters available in jukebox (provided by the County) . Four PCs for import ofCD(s) into CDlMS, provided by the County. Minimum specifications: 300 MHz Intel Processor, 128MB RAM, 1GB usable hard'drive space, 17" monitor, CD-ROM, 10/100 NIC, TCP/IP connectivity to CDIMS domain, Oracle Client, NT 4.0 Workstation. 5. SERVICES A summary of services to be performed by Team IA is as follows. (Please note Attachment A.) . Conversion of (39) rolls of microfilm images (approximately 93,600 frames) for the period 1/1 /99 to 10/31/99 to digital images. Image quality will be of similar quality to. the sample provided. Images will be scanned at an Page 1 of6 , .Schedule A - Team lA SOW for. Richmond County, Georgia, Image Backfile Import Revised 7/22/02 X and Y resolution of 200 dpi or 300 dpi if necessary for legibility. Images will be Group IV single page TI FF format. . Project Auditing: Team IA wi II provide individual tracking of each file through the conversion production process. The process is designed to track both the physical movement and the data generated from the media. The process compares data generated at each production step for continuity and thus completeness. As an example, the number of document pages indexed must equal the number of document pages generated during the scan process. The final number of document pages placed on the transport media for delivery must equal the number of document pages generated at scanning and agreed throughout each step of the production process. The process will track and compare the original database with the database generated at the indexing step. As an example, th is comparison wi II generate a report of records indexed. A report, setting forth anomalies, such as "record(s) not found" will be provided for investigation to ensure that all the required member files have been delivered for processing. . Image Enhancement: Certain processing techniques will be employed to ensure readability and efficient system performance. To minimize any risk associated with the loss of data resulting from employment of image manipulation hardware and software, it is worth noting: Team IA will provide a de-skew process which results in no loss of information. Team IA will provide 3X3 speckle removal only. Use ofa 3X3-parameter setting ensures that periods and punctuation "dots" will not be removed. Only pixels 1/200ths of an inch with no adjacent pixels will be removed provided there is no loss of data. Team IA will provide intelligent trim based upon an algorithm that utilizes a threshold setting that guarantees that in order for a group of pixels to be removed, they must be 95% black. This ensures that only borders are removed leaving the page completely intact. Team lA will provide edge bleaching. Team IA will provide image enhancement provided by Image Processing Technologies during scanning. Only vendor recommended settings are employed to take advantage of the auto-optimizing feature of the scanning hardware. . After hours services to perform import of images into CDlMS system. . 'Instrument Numbers for the imported images will be in the following format: RRRRYYYYNNNN where "R" is the last four digits of the roll inventory tag, "Y" is the year the document was recorded as shown on,the image, and "N" is a sequential number for the RRRRYYYY beginning with 0001 and continuing through the last instrument on the roll. Sequencing number will reset with an incremental change in the year. . Exception Report showing any images that were not imported into the CDIMS system. Any images not imported into CDIMS as a result of book and page #s being incorrectly assigned from the microfilm will be corrected by Team IA at no additional charge. If images are not imported as a result of incorrect book & page #s being on the microfilm, or any other reason beyond Team lA's control, Team IA will correct these images on a T&M basis. Additional Optical platters may need to be purchased by the County to store the imported Images. . Shipping and handling 6. ASSUMPTIONS AND DISCUSSION . Microfilm is 16mm and is a duplicate of the original (floor version is not acceptable) . Index conversion is complete for all images that will' be imported . There are no book types, just book numbers/page numbers . Team IA and the County need to detennine whether to error out, or to append page images for duplicate book/page numbers that are found. If they are to be appended, detennine how to append them. . Team IA and the County need to determine how the after hours import work will be completed witnout interfering with the County's nightly tape backups. . Import Utility Reports will include: => List of Book/Page image imported => List of images not imported => List of Book/Pages not found in CDIMS that were created by the utility, images imported, and need indexing Page 2 of6 Schedule A - Team IA SOW for Richmond County, Georgia, Image Backfile Import Revised 7/22/02 => List of duplicate Book/Pages . Image Conversion Quality When converting images from microfilm to digital formats it is important to understand what is converted as well as quality of the output. Most importantly is the definition of what constitutes an image. When converting an image from microfilm to a digital format, the entire frame on film constitutes an image. This means the digital image is made up of fill content within the borders of the actual film frame, not the document captured within it. When filming the original document on microfilm, if the film technician did not zoom in properly so as the document took up a majority of the frame, the document will seem small in relation to the digital image. This is noticeable when viewing the film on a microfilm station; a user on the station would have to "zoom" in to view the text. The same will be true after the digitization process. Digital images may be "hand cropped" so the image viewed after digitization will "appear" larger but this is typically a labor intensive and expensive process (not contracted for in this conversion). Final quality of the digitized image depends largely on the quality of microfilm being converted. Scratches, partial images, focus, brightness, contrast are all issues on microfilm thus they will be reflected in the digitized output. Some improvements are made during the digitization process. These improvements are very similar to the improvements that are made on a microfilm viewing station adjusting the backlight, focus, and other settings. It is important to understand that this conversion process is creating a fQQY of the film. Thus, a copy may not be of the same quality as the original. Many steps have been taken to ensure that the copy is of similar quality as the original; however, it cannot be guaranteed that the copy will be identical quality as the original. . Rescans: The film will be scanned using production settings, i.e. the same setting for all images in a roll. It is possible there may be rescans required for some of the images. A rescan report will be generated identifying which images may need to be rescanned. The County will view all images for quality control and identify which images it desires to be rescanned. Rescans will be provided at the rate specified below. 7. PRICE AND PAYMENT TERMS Price Total fixed cost of this project: $28,750 Milestone Payments Payment will be according to the following milestones: $ 11,500 $ 5,750 $ 11,500 Due upon acceptance of Scope of Work and Agreement for Services Augusta, GA Due upon delivery of final CD containing converted images Due upon completion of image and index import and final acceptance Rescans will be performed at $40 per hour (approximately 20-50 rescans can be performed in an hour) Additional Services . Systems Optimization: Based on Team lA's experience with larger image/index imports, it is sometimes necessary to optimize and tune the system after the import. Due to the relatively small size of this image import, this service may not be necessary. The County's DBAs should be able to perform this service with the information currently provided by Team IA. Team IA will provide assistance on a time and materials (T&M) basis. . Change Order(s): Team IA will inform Augusta of the effect on fees and/or the Schedule that will result from changes requested that affect the scope, durati9J1 of Services or the nature of the Deliverables. Team IA will not be bound by any change request until Team IA has accepted such change in writing. The additional Services resulting from such change will be billed on a negotiated fixed rate or time and materials basis at Team lA's standard rates. Any Additional Services will be performed on a time-and-materials basis per the rate schedule listed below. Team IA will invoice Richmond County monthly for these services: Page 3 of6 Schedule A - Team lA SOW for Richmond County, Georgia, Image l3ackfile Import Revised 7/22/02 Rate per Day $ 1,350 $ 1,350 $ 1,200 Skill Set Project Manager Analyst Technician Page 4 of6 .~, ; , .Schedule A - Team fA SOW for Richmond County, Georgia, Image Backfile Import Revised 7/22/02 ,. IN WITNESS WIIEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives 'as of the Effective Date. TEAM lA, INC. 6;ecY"Y~1-4 AUGUSTA RICIt:\18N C5tlNT'l j . ~..(t;lco~ Title: fL(" ~ ( Y~t"'" , Title: 'Nob M ~ D"; By: Name: Page 5 of6 Schedule A - Team IA SOW for Richmond County, Georgia, Image Backfile Import Revised 7/22/02 Attachment A Project Plan Outline Schedule Work Item Responsibilitv Weeks 1-3 Duplicate master copy of microfilm County Catalogue and record each roll for packing slip & deliver to Team IA County Completion of Acceptance Criteria TeamlA/County Weeks 4-6 Team IA receive packa.ge Team IA Barcode each roll for tracking with CD vendor Team IA Create packing slip and ship to CD vendor Team IA CD(s) and film returned from vendor Team IA List of suspect images from vendor Team IA Research and correct bad images County QA (on sample basis) of image Quality and data Team IA Weeks 7-8 Deliver CD(s) to the County and install viewer on PC Team IA Train the County to QA images against microfilm Team lA/County QA (assume 100%) of images against microfilm County Week 9 Reprocess bad images Team IA Acceptance ofCD(s) County Week 10 Perform import into CDIMS Team IA QA (on sample basis) of image and data Team IA Weeks 11-12 Research and conecterrors Team lA/County Weeks 13-15 QA (assume 100%) of image and data County Final Acceptance County , Note: The above schedule is a working draft for discussion purposes and does not commit Team IA until. a Project Plan is finalized and accepted by both parties. Page 6 of6 ~ " , ~. Schedule B Acceptance Criteria - Augusta I. Task: Team TA will scan and convert each 16-mm microfilm frame to an electronic digital format compatible with the Superior Cle.rk of Court CDIMS system: Acceptance: Due to the number of film rolls to be processed through the conversion, a separate document will be used to individually track each roll of film. At the end of the conversion process for each roll, Augusta will retrieve some or all of the converted images taken from the roll to verify proper conversion (creating of the digitized image). Upon review, Augusta will accept the converted images by signature and date in the master tracking logs prepared by Team IA. Any discrepancies in image quality will be compared only to the original film from which the image was taken. 2. Task: Team IA will digitally enhance each microfilm image by using de-skew and black border removal algorithms on each image to improve the quality of that image without loss or pertinent data within the image. Acceptance: The enhanced image will be the only image imported into the CDIMS system; therefore, acceptance of the image satisfies this requirement. The same procedures and limitations stated in item I, above, will be used to record acceptance. Acceptance of the roll includes acceptance of the enhancements, (See tracking logs for acceptance signatures) 3, Task: Team IA will import each ,image and their book and page index into the Superior Clerk of Court CDIMS system. All converted images, with book and page index, will be imported into the CDIMS. Images from 1/1/99 thru 10/31/99 will be linked to the existing Augusta CDIMS indexing system. Images where index data does not exist, will create book, page and instrument number. Augusta will be responsible for indexing. The retakes of out of sequence images will be appended and flagged and Augusta will be responsible for correction C?f any dupl icate pages Acceptance: Images are linked to existing instrument numbers by book and page wherever they exist within the CDIMS system. Where there is not an existing entry, the system records the instrument number, book and page at the time the image is imported. The same procedures and limitations stated in item 1, above, will be used to record acceptance. Acceptance of the roll includes acceptance of the enhancements. (See tracking logs for acceptance signatures) *Note: An image converted from microfilm constitutes an entire frame taken from the film, not just the document within the frame. This means that if the microfilm technician did not zoom correctly when filming a given document, there may be additional space outside the actual document borders in the film frame. This additional "border" would then be reflected in the digitized image.