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: ) (
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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.
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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.
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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
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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.
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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.
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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:
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TITLE:
TITLE:
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'. 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
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.Schedule A - Team fA SOW for Richmond County, Georgia, Image Backfile Import
Revised 7/22/02
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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.
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AUGUSTA RICIt:\18N C5tlNT'l
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Title:
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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.
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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.