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HomeMy WebLinkAbout1998 S Tax - Staffdermann Consulting Services Inc SCS Direct Mail Marketing Professional Services Contract 06-22-1998-9b~_ ~~- 9~ BILLING AND/OR NOTICE SERVICES AGREEMENT BETWEEN STADERMANN CONSULTING SERVICES, INC. d/b/a SCS DIRECT MAIL MARKETING AND ORANGE COUNTY THIS AGREEMENT is made effective the 1st day of July, 1998 by and between Stadermann Consulting Services, Inc., d/b/a SCS Direct Mail Marketing, a North Carolina 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 Tax Department (hereinafter "OCTD"). SCS has represented to OCTD that it can offer it's services to OCTD in the processing, printing, folding, inserting, labeling, metering, sorting, and handling of bills and/or notices on a daily basis; and OCTD is willing to provide SCS an opportunity to perform such billing and/or notice services for OCTD according to the following terms: I. DUTIES OF SCS OCTD 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 OCTD through a Coding Accuracy Support System (CASS) to certify the list and code each record with carrier-route, zip plus four, DPBC. SCS will standardize records and correct addresses, remove punctuation and enhance lists where reasonable possible. It will also search and replace strings of information from field to field. Further, SCS will search 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 OCTD. A list of all corrections shall be sent to OCTD. SCS shall also maintain the necessary computer equipment to modem data or load the mag tape/diskette provided by OCTD. SCS shall make all necessary software changes for computer processing and printing at no additional cost to OCTD. 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 and envelopes on a high quality laser printer using "OCR" fonts for OCTD remittance processor, postal fonts with bar 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 are provided by OCTD and to change messages on each bill and/or notice when requested. Bills and/or notices will either be printed on paper that is 8 1/2"x11" or card stock and perfed. Minor changes to the format of bills and/or notices will be made by SCS when requested by OCTD at no additional charge. 3. Handling. SCS shall have the ability to print and handle all bills and/or notices for OCTD. SCS will fold, perforate and insert bills and/or notices with a #9 return envelope, seal the envelopes; insure that the addresses are visible through the window envelopes; meter the envelope 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 OCTD, 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 OCTD'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 OCTD but SCS shall notify OCTD immediately if it becomes necessary to use a back up service and provide OCTD 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 OCTD. 5. Postal. SCS will maintain at its expense the necessary postal equipment to affix postage to each of OCTD's bills and/or notices. SCS will provide OCTD with and accounting of postage charges on a monthly basis. SCS also will maintain the necessary software essential to receive the largest postage discounts for which OCTD 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 OCTD's customers with every bill and/or notice cycle. SCS shall provide OCTD with a monthly manifest which shows details of the total bills and/or notices printed, mailed and dollars billed to OCTD 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 stationery, size 8 1/2"xl 1", on which to print OCTD's bills and/or notices. SCS shall provide Number 10 outside envelopes, Number 9 return envelopes, 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 OCTD's customers and at a location that is readily accessible to facilitate minimum interruption of OCTD'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, software and accessories as would be necessary to continue OCTD'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 OCTD's bills and/or notices. SCS shall implement such procedures as are necessary to ensure that OCTD 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 OCTD under reasonable notice. OCTD shall not be responsible for the cost of supplies which SCS cannot document were used pursuant to this Agreement. OCTD shall not be responsible for the cost of supplies until they are actually used in the printing of bills and/or notices. 7. Quality. SCS shall deliver bills and/or notices to the U.S. Post Office for OCTD 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 OCTD would expect. Any bills and/or notices which are not presentable or have incorrect information, not supplied by OCTD, will be reprinted at SCS's expense. SCS warrants that it has the ability and resources to provide bill and/or notice services to OCTD's customers as set forth here and on a timely basis and at the quality required by OCTD. Bill and/or notice stationery shall be not less than 24# and envelopes shall be equal to or better in quality than those in use by OCTD at the time this Agreement is executed. II. TERM/CANCELLATION 1. Term. The initial term of this Agreement shall be for three years beginning on the first day of the month following successful testing and approval by OCTD to proceed, and upon such approval shall continue for 3 years unless sooner terminated pursuant to the terms set forth herein. Subsequent to the initial term, this Agreement will continue in effect on a year 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. OCTD 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 OCTD from having the bill and/or notice services contemplated under this Agreement performed by a party other than OCTD or attaches conditions to such performance which would be unduly burdensome in OCTD's opinion, this Agreement shall terminate immediately upon notice to SCS by OCTD. III. PAYMENT TO SCS 1. Initial Price. SCS will invoice OCTD monthly for all services. OCTD agrees to pay SCS within 15 days of receipt of an invoice for services performed as follows: (a) for the initial three-year term of this Agreement, computer processing, printing, handling and other labor cost together with all supplies including bill and/or notice stationery, Number 10 window outside envelope and Number 9 window return envelope shall be: 3 Number of bills and/or Notice $ .115 per bill and/or notice $ .145 per bill and/or notice $ per bill and/or notice $ per bill and/or notice $ per bill and/or notice SCS Services (Does Not Include Postagel for 8 1/2"x11" bills or notices, simplex for 8 1/2"x11" bills or notices, duplex (b) except as adjusted pursuant to " 2." below, for the first year of the contract, bill and/or notice stationery and envelope costs per thousand shall be: $ Bill and/or notice paper $ Bill and/or notice paper pre-printed $ Number 10 window outside envelope $ Number 9 window return envelope (c) A sum representing an estimate for postage to be metered by SCS shall be advance by OCTD to SCS two weeks prior to the mailing. (d) A one time design charge, per side, will be $250.00 with minor revisions made in the future at no additional cost. (e) A one time data file set-up charge will be $100.00. (fj Optional N.C.O.A. (National Change of Address) service will br $300.00 minimum. 2. Paper Price Increase. At the end of the first year, SCS shall have the right to increase its costs for stationery and envelopes from that set forth in sub-paragraph 1.(b) above, but if it does so, OCTD shall have the option to terminate this Agreement within thirty days of the notice of increased prices, if these price increases are outside the normal limits established by paper industry standards. 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 stationery and envelope 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, OCTD and SCS will enter into negotiations concerning the contract price set forth in IIIl.(a) above. The price reached pursuant to such negotiations shall be within a price cap mutually defined by OCTD and SCS. IV. CONFIDENTIALITY AGREEMENT SCS and OCTD agree to execute a confidentiality disclosure agreement in the form attached hereto as Exhibit B and incorporated herein by title. V. INDEPENDENT CONTRACTOR 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. 4 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 OCTD with a certificate of insurance. VII. TESTING As part of the consideration for this Agreement, SCS agrees to provide to the OCTD 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 OCTD is satisfied with their correctness. VIII. MISCELLANEOUS 1. SCS shall have not right to assign the obligations or benefits under this Agreement without having first secured the written consent of OCTD. 2. If any part or parts of this Agreement are 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 Carolina. S. OCTD 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 OCTD's bills and/or notices. 6. SCS will perform all services at it's facility and agrees not to outsource any work unless authorized by the OCTD. 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 OCTD. 9. SCS will be capable of printing OCR, POSTNET, and UPC fonts which can be read by the OCTD's or its vendor's equipment. 10. SCS will provide local representatives to be available to OCTD on a daily basis during normal business hours. 11. SCS will be capable of inserting preprinted matter provided by OCTD at no additional labor and/or handling charges. IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities on the day and year listed below. FOR AND ON BEHALF OF ORANGE FOR AN ON BEHALF OF STADERMANN COUNTY TAX DEPARTMENT CONSULTING SERVICES INC. d/b/a SCS DIRECT MAIL MARKETING ~. D,~~~ Ginger B. lfe, Tax Col ctor Greg C. adermann _~ Date: ~l .t,w~.2, 0?3. 1 a ! 8' Jo S ith, Jr., Tax Assessor Date: ~ Z 'Y _ ~j y "This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act." Date: ~ ~ ~' _ ~8 6 ~__ Kenneth T. Chavious, Finance Director Date: ~~.~~~ ~ STATE OF NORTH CAROLINA CONFIDENTIAL DISCLOSURE AGREEMENT COUNTY OF ORANGE WITNESSETH: THIS AGREEMENT, made and entered into this 1st day of July 1998 by and between GREG C. STADERMANN and SCS DIRECT MAIL MARKETING (individually and collectively referred to as "STADER;MANN") and ORANGE COUNTY, a unit of local government, for its Tax Department, (hereinafter referred to as "OCTD"). WHEREAS, OCTD 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") 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 OCTD for the limited purpose and under the terms and conditions set forth herein; and WHEREAS, OCTD will provide STADEP;MANN 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, OCTD 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: 1. 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 OCTD 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. OCTD acknowledges 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 substantial harm and loss to STADEP;MANN. 3. TREATMENT OF CONFIDENTIAL INFORMATION. In consideration of the disclosure to OCTD of CONFIDENTIAL INFORMATION, OCTD 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 documents, 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 OCTD decides that OCTD is not interested in pursuing the implementation of the STADERMANN PROCESS in any form, whichever occurs first. OCTD and STADERMANN acknowledge that OCTD is a local government and a political subdivision of the State of North Carolina and as such is subject to the Public Records Laws of the State of North Carolina. OCTD's agreement contained in this paragraph to protect STADERMANN's confidential information does not require OCTD to violate any such laws and does not require OCTD to litigate and pay for the litigation of its right to withhold access, copies, use or confidentiality of the CONFIDENTIAL INFORMATION. OCTD agrees to notify STADERMANN of any claim it receives, under the Public Records Laws of North Carolina, for access, copies or use of the CONFIDENTIAL INFORMATION and agrees that STADERMANN may, at its election and expense, defend the claim in OCTD's name provided STADERMANN agrees in writing, before undertaking such a defense, to indemnify and hold OCTD, its officials and employees, harmless from any consequence of the defense. Nothing in this section requires OCTD, 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. OCTD is not responsible, in money damages, for the access, use, or copying of the CONFIDENTIAL INFORMATION that is not authorized by OCTD. OCTD agrees, in good faith, to take all reasonable steps to prevent the unauthorized use or transfer of the 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 nonconfidential 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 STADER;MANN of the nonconfidential nature of the information delivered or disclosed to STADERMANN, STADERMANN covenants and agrees that it will use the information provided to it by OCTD 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 OCTD. STADERMANN and OCTD agree that the obligation of STADEA:MANN herein is one which is specifically enforceable by OCTD and STADERMANN agrees that if it becomes necessary for Orange County to bring an action to specifically enforce this agreement that STADERMANN will pay OCTD 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 information provided to it by OCTD, 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 OCTD and OCTD is STADERMANN. SURVIVAL OF OBLIGATIONS. The restrictions and obligations of paragraphs 3 and 4 of this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind OCTD 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 OCTD 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. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully executed. (SEAL) GREG C. ADER.MANN, Individually WI SS ~- ~ Ginger B. olfe, Tax Co ector Orange County Jo S ith, Jr., Ta ssessor Or e County argaret B own, Chair Orange Co ty Board of Commissioners