HomeMy WebLinkAbout2001 NS Health - Contract Renewal with Total Billing, Inc. for Animal Tax Mailing R
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BILLING AND/OR NOTICE SERVICES AGREEMENT
BETWEEN
TOTAL BILLING,INC
AND
THE COUNTY OF ORANGE
ORANGE COUNTY HEALTH DEPARTMENT
THIS AGREEMENT is made effective the 15th day of September 2001 by and between
Total Billing, Inc, a North Carolina Corporation, with its primary offices at 3637 Sycamore
Dairy Road, Fayetteville,North Carolina 28303 (hereinafter"TBI") and the County of Orange, a
unit of local government, for its Health Department(hereinafter"OCHD").
TBI 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 invoices on a daily basis; and
OCHD is willing to provide TBI an opportunity to perform such billing and/or notice
services for OCHD according to the following terms:
I. DUTIES OF TBI
OCHD will provide TBI with customer collection information including but not limited to
collection data for each customer and their current addresses by providing a %2", 9 track mag
tape, a 3 %2" or 5 '/a" diskette or compressed data transfer by modem. Upon receipt of such
customer collection information, TBI 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. TBI 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. TBI will
standardize records and correct addresses, remove punctuation, and enhance lists
where reasonably possible. It will also search and replace strings of information
from field to field. Further, TBI will search and removed from records
mathematical functions, such as greater than, less than, equal to and not equal to.
TBI will search for individual records requested by OCHD. A list of all
corrections shall be sent to OCHD. TBI shall also maintain the necessary
computer equipment to modem data or load the mag tape/diskette provided by
OCHD. TBI shall make all necessary software changes for computer processing
and printing at no additional cost to OCHD.
2. Printing. TBI shall print bills and/or notices using the forms attached hereto as
Exhibit A. TBI shall print all bills and/or notices on a high quality laser printer
using "OCR" fonts for OCHD remittance processor, postal fonts with bar codes
for addresses and "UPC" fonts for bar codes for work with WDR reader. TBI
shall also maintain the ability to print variable messages on the bills and/or
notices when such messages are provided by OCHD and to change messages on
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each bill and/or notice when requested. Bills and/or notices will be printed on
card stock and perforated. Minor changes to the format of bills and/or notices
will be made by TBI when requested by OCHD at no additional charge.
3. Handling. TBI shall have the ability to print and handle all bills and/or notices
for OCHD. TBI 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 or two business days of the receipt by TBI of collection
information from OCHD, TBI 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. TBI expressly recognized that time is of the essence. TBI 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. TBI 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
TBI 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 not additional cost to OCHD but TBI shall notify OCHD immediately if it
becomes necessary to use a backup service and provide OCHD with the details of
the same. TBI will obtain confidentially agreements from such services, which
are as inclusive as the confidentiality provisions agreed to by TBI, prior to TBI
providing the back up services with any information from OCHD.
5. Postal. TBI will maintain at its expense the necessary postal equipment to affix
postage to each of OCHD's bills and/or notices. TBI will provide OCHD with an
accounting of postage charges on a monthly basis. TBI also will maintain the
necessary software to receive the largest postage discounts for which OCHD may
qualify and shall maintain up-to-date knowledge as to all U.S. mail regulations for
bulk mailings. TBI shall utilize bar coding and arrange/sort the mail to quality for
the lowest postage charge consistent with USPS's standards. TBI shall maintain
the necessary documentation and equipment to be able to track mail through the
postal system. Further, TBI shall update zip codes for OCHD's customers with
every bill and/or notice cycle. TBI shall provide OCHD 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. TBI shall also make periodic
recommendations for improving mail deliverability, postage savings, and
reducing mail cost.
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6. Supplies. TBI shall provide sufficient card stock, size 4"by 6", on which to print
OCHD's bills and/or notices. TBI shall provide printing cartridges and ink for
laser printers and for postage machines. TBI shall provide all necessary storage
for materials used in connection with the services performed by TBI under this
Agreement. Further, TBI 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 TBI. TBI shall also maintain at an alternative
facility such equipment, software and accessories as would be necessary to
continue OCHD'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 TBI to print and mail OCHD's bills and/or notices.
TBI shall implement such procedures as are necessary to ensure that OCHD is not
billed for supplies not used in connection with services under this Agreement.
TBI shall maintain such records, including daily records, as are necessary to
verify the use of supplies and postage by TBI 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 TBI cannot
document,were used pursuant to this Agreement. OCHD shall not be responsible
for the cost of supplies until they are actually used in the printing of bills and/or
notices.
7. Quality. TBI shall deliver bills and/or notices to the U.S. Post Office for OCHD
for deliver. TBI 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
OCHD would expect. Any bills and/or notices which are not presentable or have
incorrect information not supplied by OCHD, will be reprinted at TBI's expense.
TBI 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 OCHD. Bill and/or notice card stock shall be not less than
those in use by OCHD at the time this Agreement is executed.
II. TERNMANCELLATION
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 OCHD to
proceed, and upon such approval shall continue for 3 years unless terminated
pursuant to the terms set forth herein. Termination without cause at the end of the
term shall be effected by ninety days advance written notice to the other party of
the intent to terminate the Agreement.
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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. OCHD shall have the right to hire a third party to
perform any act required of TBI by this Agreement if TBI 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 TBI by OCHD.
III. PAYMENT TO TBI
1. Initial Price. TBI will invoice OCHD monthly for all services. OCHD agrees to
pay TBI 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 costs together with all supplies including
bill and/or notice card stock shall be:
Estimated Annual Charges (based on numbers) each
Number of bills and/or notices Rate Total
47,000 $0.105 $ 4,935.
Postage $0.18 $ 8,460.
Annual total for printing,postage, and mailing: $13,395.
(b) A sum representing an estimate for postage to be metered by TBI shall be paid
by OCHD to TBI two weeks prior to the mailing.
(c) Total cost of this three-year Agreement will not exceed$40,185. Actual costs
are based on the actual number of cards printed and mailed.
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2. Paper Price Increase. At the end of the first year, TBI shall have the right to
increase its costs for card stock,but if it does so, OCHD shall have the option to
terminate this Agreement within thirty days of the notice of increased prices, if
these price increases are outside of 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 card stock prices during the current year.
3. Price Re-negotiation. Within one hundred and twenty days of the end of the
three-year term, OCHD and TBI will enter into negotiations concerning the
contract price set forth in 111 1. (a) above. The price reached pursuant to such
negotiations shall be within a price cap mutually defined by OCHD and TBI.
IV. CONFIDENTIALITY AGREEMENT
TBI 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
If entering into and complying with this Agreement, TBI 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, TBI 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. TBI shall provide
OCHD with a certificate of insurance.
VII. TESTING
As part of the consideration for this Agreement, TBI 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. MISCELLANEOUS
1. TBI shall have no right to assign the obligations or benefits under this Agreement
without having first secured the written consent of OCHD.
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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.
5. OCHD reserves the right to enter upon the premises of TBI and to monitor,
inspect and observe TBI operations at the time that it is processing OCHD's bills
and/or notices.
6. TBI will perform all services at its facility and agrees not to outsource any work
unless authorized by the OCHD.
7. On a daily basis TBI will fax bill and/or notice counts to designated offices.
8. TBI 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. TBI will be capable of printing OCR,POSTNET, and UPC fonts which can be
read by the OCHD's or its vendor's equipment.
10. TBI will provide local representatives to be available to OCHD on a daily basis
during normal business hours.
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J'
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 AND ON BEHALF OF
COUNTY HEALTH DEPARTMENT TOTAL BILLING, INC.
Rosemary L. Summers, Health Director Greg C. Stadermann
Date: Date:
FOR AND ON BEHALF OF THE
COUNTY OF ORANGE
Stephen Halkiotis, Chair
Board of Commissioners
Date:
"This instrument has been pre-audited in the
manner required by the Local Government
Budget and Fiscal Control Act."
Kenneth T. Chavious,Finance Director
Date:
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EXHIBIT B
STATE OF NORTH CAROLINA
CONFIDENTIAL DISCLOSURE AGREEMENT.
COUNTY OF ORANGE
WITNESSETH:
THIS AGREEMENT, made and entered into this 15'b day of September 1998 by
and between GREG C. STADERMANN and TOTAL BILLING, INC. (individually and
collectively referred to as "STADERMANN) and ORANGE COUNTY, a unit of local
government, for its Health Department, (hereinafter referred to as"OCHD').
WHEREAS, OCHD desires to obtain certain confidential and proprietary
information from STADERMAN 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 TOTAL BILLING, INC. 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 Jo 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 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.
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2. TRADE SECRET ACKNOWLEDGMENT. OCHD 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
STADERMANN.
3. TREATMENT OF CONFIDENTIAL INFORMATION. In consideration
of the 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 us CONFIDENTIAL INFORMATION for the sole purpose of
evaluating the STADERMANN PROCESS with respect to its
usefulness and applicability to the service provided by TBI to the
public and private consumers;
(b) Not to disclose CONFIDENTIAL INFORMATION outside of
TBI;
(c) To limit dissemination of CONFIDENTIAL INFORMATION to
only those of TBI'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 OCHD decides that OCHD is not interested in pursuing the
implementation of the STADERMANN PROCESS in any form,
whichever occurs first.
OCHD and STADERMANN acknowledge that OCHD 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. OCHD'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 of the
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 of the
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
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consequence of the 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
of the 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 of the
CONFIDENTIAL INFORMATION.
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 non-confidential basis, any restrictive or proprietary
legend of "TBI" or others to the contrary notwithstanding.
Notwithstanding the non-confidential basis upon which information may
be delivered or disclosed to STADERMANN, and with the express
acknowledgement by STADERMANN of the non-confidential nature of
the information delivered or disclosed to STADERMANN,
STADERMANN covenants and agrees that it will use the information
provided to it by OCHD 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 OCHD agree that the obligation of
STADERMANN herein is one which is specifically enforceable by
OCHD and STADERMANN 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 information 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 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 of this 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
STADERMANN as a result of or related to this Agreement.
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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.
(SEAL)
GREG C. STADERMANN,Individually
WITNESS
Rosemary L. Summers,Health Director
Orange County
Stephen Halkiotis, Chair
Orange County Board of Commissioners