Loading...
HomeMy WebLinkAbout1998 S Health - GREG C. STADERMANN and SCS DIRECT MAIL MARKETING State of NC Confidential Disclosure Agreement County of Orange - 09-15-1998-8i~,~r- 9 BILLING AND/OR NOTICE SERVICES AGREEMENT BETWEEN STADERMAI~TN CONSULTING SERVICES, INC. d/b/a SCS DIRECT MAIL MARI{ETING AND ORANGE COUNT _ OFFICE FOR THE PERMANENT AGENDA FILE-- THIS AGREEMENT is made effective the 15th day of September, 1998 by and between Stadermann Consulting Services, Inc., d/b/a SCS Direct Mail Mazketing, a North Cazolina Corporation, with its primary offices at 3637 Sycamore Dairy Road, Fayetteville, North Carolina 28303 (hereinafter "SCS") and Orange County, a unit of local government, for its Health Department (hereinafter "OCHD"). SCS has represented to OCHD that it can offer it's services to OCHD in the processing, printing, labeling, metering, sorting, and handling of bills and/or notices on a daily basis; and OCHD is willing to provide SCS an opportunity to perform such billing and/or notice services for OCHD according to the following terms: I. DUTIES OF SCS OCHD will provide SCS with customer collection information including but not limited to collection data for each customer and their current addresses by providing a 1/2", 9 track mag tape, a 3 1/2" or 5 1/4" diskette or compressed data transfer by modem. Upon receipt of such customer collection information, SCS shall be responsible for and agrees to furnish all labor, materials, equipment, quality control procedures and supervision required for the completion in a good and workman-like manner, the services set forth below: 1. Computer Processing. SCS shall process the collection information received from OCHD through a Coding Accuracy Support System (CASs) to certify the list and code each record with carrier-route, zip plus four, DPBC. SCS will standazdize records and correct addresses, remove punctuation and enhance lists where reasonably possible. It will also seazch and replace strings of information from field to field. Further, SCS will seazch and remove from records mathematical functions, such as greater than, less than, equal to and not equal to. SCS will search for individual records requested by OCHD. A list of all corrections shall be sent to OCHD. SCS shall also maintain the necessary computer equipment to modem data or load the mag tape/diskette provided by OCHI). SCS shall make all necessary software changes for computer processing and printing at no additional cost to OCHD. 2. Printing. SCS shall print bills and/or notices using the forms attached hereto as Exhibit A. SCS shall print all bills and/or notices on a high quality laser printer using "OCR" fonts for OCHD remittance processor, postal fonts with baz codes for addresses, and "UPC" fonts for bar codes for work with WDR reader. SCS shall also maintain the ability to print variable messages on the bills and/or notices when such messages aze provided by OCHD and to change messages on each bill and/or notice when requested. Bills and/or notices will be printed on cazd stock and perforate. Minor changes to the format of bills and/or notices will be made by SCS when requested by OCHD at no additional charge. 3. Handling. SCS shall have the ability to print and handle all bills and/or notices for OCHI). SCS will perforate bills and/or notices; meter the card stock with the appropriate postage; sort, bundle, tray and deliver to the main branch office of the U.S. Postal Service in Fayetteville, North Carolina, all bills and/or notices in a timely manner. 4. Time. Within one to two business days of the receipt by SCS of collection information from OCHD, SCS will perform the necessary computer processing, printing and handling services described in this agreement and deliver the bills and/or notices to the U.S. Post Office, main branch office, Fayetteville, North Carolina. SCS expressly recognizes that time is of the essence. SCS will take the necessary steps to insure that OCHD's bills and/or notices, which requires bills and/or notices to go out on a daily basis, will not be interrupted. SCS shall maintain a relationship with other reliable bill and/or notice processing and mailing services to insure that no significant interruption of service occurs should SCS encounter obstacles preventing it from performing the services set forth herein at its location in Fayetteville, North Carolina. Such back up service shall be at no additional cost to OCI-1D but SCS shall notify OCl-1D immediately if it becomes necessary to use a back up service and provide OCl-ID with the details of the same. SCS will obtain confidentially agreements from such services, which are as inclusive as the confidentiality provisions agreed to by SCS, prior to SCS providing the back up service with any information from OCHD. 5. Postal. SCS will maintain at its expense the necessary postal equipment to affix postage to each of OCHD's bills and/or notices. SCS will provide OCHD with and accounting of postage chazges on a monthly basis. SCS also will maintain the necessary software essential to receive the lazgest postage discounts for which OCI-ID may qualify and shall maintain up-to- date knowledge as to all U.S. mail regulations for bulk mailings. SCS shall utilize bar coding and arrange/sort the mail to qualify for the lowest postage charge consistent with USPS's standards. SCS shall maintain the necessary documentaion and equipment so as to be able to track mail through the postal system. Further, SCS shall update zip codes for OCHD's customers with every bill and/or notice cycle. SCS shall provide OCI-ID with a monthly manifest which shows details of the total bills and/or notices printed, mailed and dollars billed to OCHD for postage and services. SCS shall also make periodic recommendations for improving mail deliverability, postage savings and reducing mail cost. 6. Supplies. SCS shall provide sufficient card stock, size 4" x 6", on which to print OCHD's bills and/or notices. SCS shall provide printing cartridges and ink for laser printers and for postage machines. SCS shall provide all necessary storage for materials used in connection with the services performed by SCS under this Agreement. Further, SCS shall maintain additional supplies stored in a facility other than that normally used for printing bills and/or notices for OCHD's customers and at a location that is readily accessible to facilitate minimum interruption of OCHD's mailings should a fire, theft or accident destroy mailing supplies at the printing facilities of SCS. SCS shall also maintain at an alternative facility such equipment, softwaze and accessories as would be necessary to continue OCI-ID's mailings within three business days or less should an accident or disaster, whether man-made or act of God, were to destroy the primary facilities normally used by SCS to print and mail OCI-ID's bills and/or notices. SCS shall implement such procedures as aze necessary to ensure that OCHD is not billed for supplies not used in connection with services under this Agreement. SCS shall maintain such records, including daily records, as are necessary to verify the use of supplies and postage by SCS in connection with service under this Agreement and shall make those records available to OCHD under reasonable notice. OCHD shall not be responsible for the cost of supplies which SCS cannot document were used pursuant to this Agreement. OCHD shall not be responsible for the cost of supplies until they aze actually used in the printing of bills and/or notices. 2 7. Quality. SCS shall deliver bills and/or notices to the U.S. Post Office for OCHD for delivery. SCS shall implement safeguards and checks to avoid doubles, wrong addresses, improper dates and other erroneous information in bills and/or notices. Every bill and/or notice will be sent each day with the highest level of quality OCI-1D would expect. Any bills and/or notices which aze not presentable or have incorrect information, not supplied by OCHD, will be reprinted at SCS's expense. SCS warrants that it has the ability and resources to provide bill and/or notice services to OCHD's customers as set forth here and on a timely basis and at the quality required by OCI-ID. Bill and/or notice cazd stock shall be not less than those in use by OC1iD at the time this Agreement is executed. II. TERM/CANCELLATION 1. Term. The initial tern of this Agreement shall be for three years beginning on the first day of the month following successful testing and approval by OCI-ID to proceed, and upon such approval shall continue for 3 years unless terminated pursuant to the terms set forth herein. Subsequent to the initial term, this Agreement will continue in effect on a yeaz to year basis on the same terms and conditions, subject to price renegotiations, until terminated by either party. Termination without cause at the end of the initial term or subsequent annual terms shall be effected by ninety days advance written notice to the other party of the intent to terminate the Agreement. 2. Cancellation for Cause. Upon default by either party of its obligations pursuant to this Agreement, including failure of either party to perform or fulfill any covenants or conditions set forth herein, the non-defaulting party may terminate this Agreement upon ten days written notice if the default is not cured within seven business days after notice of failure to pay within five business days after notice for any other default. 3. Substitute Performance. OCI.1D shall have the right to hire a third party to perform any act required of SCS by this Agreement if SCS fails to perform that act or correct the default within twenty-four hours notice. 4. Governmental Action. In the event any regulatory body, court, legislative body or administrative agency prohibits OCHD from having the bill and/or notice services contemplated under this Agreement performed by a party other than OCHD or attaches conditions to such performance which would be unduly burdensome in OCHD's opinion, this Agreement shall terminate immediately upon notice to SCS by OCl-ID. 3 III. PAYMENT TO SCS 1. Initial Price. SCS will invoice OCHD monthly for all services. OCHD agrees to pay SCS within 15 days of receipt of an invoice for services performed as follows: (a) for the initial three-yeaz term of this Agreement, computer processing, printing, handling and other labor cost together with all supplies including bill and/or notice card stock shall be: Annual chazges (based on numbers) each Number of bills and/or notices Rate Total 47,000 $0.10 $ 4,700 Postage $0.18 $ 8,460 Annual total for printing, postage and mailing $13,160 (b) A sum representing an estimate for postage to be metered by SCS shall be paid by OCHD to SCS two weeks prior to the mailing. (c) A one time design chazge, per side, will be $250.00 with minor revisions made in the future at no additional cost. There aze two cazds, four sides. Total cost will be $1,000. (d) A one time data file set-up chazge will be $250.00. There are two cazds. Total cost will be $500. (e) Total cost for the first yeaz of this agreement will be $14,660, which includes one- time charges. Subsequent annual cost for 47,000 cazd mailing and postage will be $13,160 2. Paper Price Increase. At the end of the first year, SCS shall have the right to increase its costs for card stock, but if it does so, OCI-ID shall have the option to terminate this Agreement within thirty days of the notice of increased prices, if these price increases aze outside the normal limits established by paper industry standazds. If unforeseen increases or decreases in the paper industry should affect the supply or price of paper products, both parties will have the right to request an adjustment in cazd stock prices during the current year. 3. Price Renegotiation. Within one hundred and twenty days of the end of the initial term and each annual term thereafter, OCbID and SCS will enter into negotiations concerning the contract price set forth in lIIl. (a) above. The price reached pursuant to such negotiations shall be within a price cap mutually defined by OCHD and SCS. IV. CONFIDENTIALITY AGREEMENT SCS and OCHD agree to execute a confidentiality disclosure agreement in the form attached hereto as Exhibit B and incorporated herein by title. V. INDEPENDENT CONTRACTOR 4 If entering into and complying with this Agreement, SCS acknowledges that it is at all times performing as an independent contractor. Nothing in this Agreement shall constitute or be construed as a creation of a partnership or joint venture between the parties hereto. VI. INSURANCE 1. Insurance. During the term of this Agreement, SCS shall maintain at its expense, property/public/liability insurance coverage of at least $500,000 and unlimited business interruption insurance not to exceed twelve months. SCS shall provide OCHD with a certificate of insurance. VII. TESTING As part of the consideration for this Agreement, SCS agrees to provide to the OCHD adequate testing of bills and/or notices to insure the accuracy of each individual bill and/or notice. If necessary each category of cycles will be printed in its entirety until the OCHD is satisfied with their correctness. VIII. NIISCELLANEOUS 1. SCS shall have not right to assign the obligations or benefits under this Agreement without having first secured the written consent of OCHD. 2. If any part or parts of this Agreement aze held to be invalid, the remaining parts of the Agreement shall continue to be valid and enforceable as to the parties hereto unless the same shall clearly defeat the intent of the parties in entering into this Agreement. 3. A party's waiver of a breach of any term of this Agreement shall not constitute a waiver of any subsequent breach of the same or another provision in the Agreement. 4. The provisions of this Agreement shall be governed by the laws of the state of North Cazolina. 5. OCHD reserves the right to enter upon the premises of SCS and to monitor, inspect and observe SCS operations at the time that it is processing OCHD's bills and/or notices. 6. SCS will perform all services at its facility and agrees not to outsource any work unless authorized by the OCHD. 7. On a daily basis SCS will fax bill and/or notice counts to designated offices. 8. SCS will be capable of printing on either side of the customer's bill and/or notice fixed or variable information provided by the OCHD. 9. SCS will be capable of printing OCR, POSTNET, and UPC fonts which can be read by the OCHD's or its vendor's equipment. 10. SCS will provide local representatives to be available to OCHD on a daily basis during normal business hours. IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities on the day and yeaz listed below. FOR AND ON BEHALF OF ORANGE COUNTY TAX DEPARTMENT Rosemary L. s, Health Director Date: Q FOR AN ON BEHALF OF STADERMANN CONSULTING SERVICES INC. d/b/a SCS DIREC L~ G Greg adermann Date: /a/3e%~ "This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act.,, K T. Chavious, Finance Director Date: az azet B own, Chair Boazd of ommissioners - Date: 9 ~~,~ 9 6 ~ ~.~=9-is" Pty - RETURN THIS COPY TO THE CLERK'S _ OFFICE FOR THE PERMANENT AGENDA FILE EXHIBIT B STATE OF NORTH CAROLINA CONFIDENTIAL DISCLOSURE AGREEMENT COUNTY OF ORANGE WITNESSETH: THIS AGREEMENT, made and entered into this 15th day of September 1998 by and between GREG C. STADERMANN and SCS DIRECT MAIL MARKETING (individually and collectively refereed to as "STADERMANN") and ORANGE COUNTY, a unit of local government, for its Health Department, (hereinafter refereed to as "OCHD'~. WHEREAS, OCHD desires to obtain certain confidential and proprietary information from STADERMANN for the sole purpose of determining the applicability of the process developed by STADERMANN as described on the attached Exhibit "A" (the "STADERMANN PROCESS'S to the services provided by "SCS" to public and private consumers and to otherwise evaluate the STADERMANN PROCESS; and WHEREAS, STADERMANN is willing to provide such information and describe the STADERMANN PROCESS to OCHD for the limited purpose and under the terms and conditions set forth herein; and WHEREAS, OCHD will provide STADERMANN information concerning the taxpayers of Orange County which, although public in one form or another, will be formatted and require programming to format in a manner otherwise unavailable to the public; and WHEREAS, OCHD is willing to provide such information to STADERMANN for the limited purpose and under the terms and conditions set forth herein and in the Billing And/or Notice Services Agreement for which this Agreement is an exhibit. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: DEFINITION. "CONFIDENTIAL INFORMATION" as used herein shall mean all information, documentation, descriptions, processes, equipment, hardware, and any other matter or thing, whether theoretical, consisting of intellectual properties, equipment or otherwise, disclosed or made available to OCHD by STADERMANN and relating to the STADERMANN PROCESS, and all information, documentation, devices and prototypes developed, produced, disclosed, described, whether or not theoretical, or in concept only, or otherwise. 2. TRADE SECRET ACKNOWLEDGMENT. OCHD aclrnowledges and agrees that the CONFIDENTIAL INFORMATION is a valuable trade secret of STADERMANN, and that any disclosure or unauthorized use of any part thereof of any of the CONFIDENTIAL INFORMATION will cause immediately, irreparable and substarrtial harm and loss to STADERMANN. 3. TREATMENT OF CONFIDENTIAL INFORMATION. In consideration ofthe disclosure to OCHD of CONFIDENTIAL INFORMATION, OCHD agrees to treat CONFIDENTIAL INFORMATION in confidence and to undertake the following additional obligations with respect thereof (a) To use CONFIDENTIAL INFORMATION for the sole purpose of evaluating the STADERMANN PROCESS with respect to its usefulness and applicability to the service provided by "SCS" to the public and private consumers; (b) Not to disclose CONFIDENTIAL INFORMATION outside of "SCS"; (c) To limit dissemination of CONFIDENTIAL INFORMATION to only those of "SCS's" employees who have a need to know to perform the limited tasks set forth in paragraph (a) above; (d) Not to copy CONFIDENTIAL INFORMATION or any portion thereof; and (e) To return CONFIDENTIAL INFORMATION and all documerrts, notes or physical evidence thereof, recordings, or any other reproduction, whether written, audible or any other medium to STADERMANN upon demand by STADERMANN or at any time that OCHD decides that OCHD is not interested in pursuing the implementation ofthe STADERMANN PROCESS in any form, whichever occurs first. OCHD and STADERMANN acknowledge that OCHD is a local government and apolitical subdivision ofthe State of North Carolina and as such is subject to the Public Records Laws ofthe State of North Carolina. OC1=ID's agreement contained in this paragraph to protect STADERMANN's confidential information does not require OCHD to violate any such laws and does not require OCHD to litigate and pay for the litigation of its right to withhold access, copies, use or confidentiality ofthe CONFIDENTIAL INFORMATION. OCHD agrees to notify STADERMANN of any claim it receives, under the Public Records Laws of North Carolina, for access, copies or use ofthe CONFIDENTIAL INFORMATION and agrees that STADERMANN may, at its election and expense, defend the claim in OCHD's name provided STADERMANN agrees in writing, before undertaking such a defense, to indemnify and hold OCHD, its officials and employees, harmless from any consequence ofthe defense. Nothing in this section requires OCHD, its officials or employees, to subject itself and themselves to criminal liability and each may independently act in good faith to protect itself and themselves from criminal liability. OCHD is not responsible, in money damages, for the access, use, or copying ofthe CONFIDENTIAL INFORMATION that is not authorized by OCHD. OCHD agrees, in good faith, to take all reasonable steps to prevent the unauthorized use or transfer ofthe CONFIDENTIAL INFORMATION. 2 4. INFORMATION DISCLOSED TO STADERMANN. Any and all information delivered or disclosed to STADERMANN as a result of or related to this Agreement shall be received and treated by STADERMANN on a nonconfiderrtial basis, any restrictive or proprietary legend of "SCS" or others to the contrary notwithstanding. Nothwithstanding the nonconfidential basis upon which information may be delivered or disclosed to STADERMANN, and with the express acknowledgement by STADERMANN of the nonconfiderrtial nature of the information delivered or disclosed to STADERMANN, STADERMANN covenants and agrees that it will use the information provided to it by OCI-ID solely for the purpose of performing its duties under the related Billing And/or Notice Services Agreement and will under no circumstances sell, give or otherwise make available to any third party, for any purpose whatsoever unrelated to its performance under the related Billing And/or Notice Services Agreement, the information provided to it by OCHD. STADERMANN and OCFID agree that the obligation of STADERMANN herein is one which is specifically enforceable by OCHD and STADEA:MANN agrees that if it becomes necessary for Orange County to bring an action to specifically enforce this agreement that STADERMANN will pay OCHD the cost of the action and its reasonable attorneys' fees in pursuing the action. In the event STADERMANN is presented with a claim under the Public Records Laws of the State of North Carolina for the informatian provided to it by OCHD, the provisions in the preceding paragraph relating to claims under the Public Records Laws of the State of North Carolina shall pertain and those provisions shall read as though STADERMANN is OCHD and OCHD is STADERMANN. 5. SURVIVAL OF OBLIGATIONS. The restrictions and obligations of paragraphs 3 and 4 ofthis Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind OCHD and STADERMANN, their successors and assigns. 6. NEGATION OF LICENSES. Except as expressly set forth herein, no rights or licenses, expressed or implied, are hereby granted to OCHD or STADER.MANN as a result of or related to this Agreement. 7. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully executed. .t, ~ (SEAL) GREG C. S ERMANN, Individually ~~r~~Qi tya-~T WITNESS Rosemary L. S ers, Health Department Orange Courrty -~ -- ~~~ Margar rown, Chair Orang ounty Board of Commissioners