HomeMy WebLinkAbout2008-029 S Health - Custom data Processing Inc Restaurant Inspection Field Software
• Computer Service Agreement Between Custom Data Processing, Inc.
And
Orange County North Carolina on Behalf of
Orange County Health Department
Custom Data Processing, Inc., hereinafter referred to as "Supplier", through its computer center,
located at 1 West Harris Ave, LaGrange, IL 60525 agrees to provide Orange County Health
Department, part of Orange County, North Carolina hereinafter referred to as "Customer", with
computer services for the business operations of Customer in accordance with the following terms and
conditions.
1) TERM OF AGREEMENT:
The term of this AGREEMENT shall be for a period of 24 months from May 1, 2008 to April 30, 2010.
Thereafter, this agreement may 1 be renewed for successive one (1) year periods from the ending of the
term if a written renewal agreement is executed by the parties no less than ninety (90) days prior to the
natural expiration of the initial two (2) year tenn or any renewal term.
2) SERVICES PROVIDED:
In consideration of the payment of fees and charges as hereinafter provided, Supplier shall provide to
Customer, during the term of this AGREEMENT, the services as detailed. in Schedule A attached.
The services and reports will be provided at the quoted price, per Schedule A attached. Optional reports or
• additional reports will be charged as noted in Schedule A.
Supplier also agrees to provide additional computer systems support services as agreed by Supplier and
Customer, at rates mutually agreed. Such services may include, but are not limited to, installation of
package software programs, development of customized software programs and assistance to the Customer
in transferring program and or data to computer hardware platforms other than that currently operated by
Supplier, including such computers as Customer may choose to operate independently of Supplier.
Supplier will provide continuing software support in making changes to the application packages. Any
changes made due to application software errors will be made at no expense to Customer. Changes made
due to Customer preference will be charged at the current rate in effect for such services, which charge shall
be agreed to between Supplier and Customer prior to the making of such changes.
Based on a. negotiated set of rates, the Supplier will provide programming and support functions as
requested by the Customer.
3) SERVICE FEES AND PAYMENT:.
During the term of this AGREEMENT, Customer shall pay to Supplier, for the services provided hereunder,
fees in accordance with the Schedule A attached hereto and made a part hereof. If applicable, except as
otherwise provided, Customer shall be responsible for the total monthly charges for equipment installed at
the Customer's premises, and supplies required to process Customer's data.
Supplier shall invoice Customer for such fees and charges on a monthly basis and payment therefore shall
be due upon invoicing after the same is approved by the Customer's Purchasing Department. A late
payment charge, at the rate of 1/2% per month, shall be added in the event payment is not rendered within
• 1 West Harris Avenue LaGrange, I160525 800.888.6035 Fax 708.352.3177 www_cdp~hc.cnm
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• Twenty-one (21) days of the date of an approved invoice.
After Apri130, 2010, the fees called for in Paragraph 3 succeeding shall be subject to annual adjustment to
reflect increases, in current charges for services of Supplier. Such adjustments shall not exceed. FIVE
percent (5%) increase except where noted in Schedule A. A revised Schedule A will be provided to
Customer in advance of any and all such annual adjustments.
4) TITLE AND DELIVERY:
It is mutually understood that:
A. Title to all database information related to the Customer's files shall belong exclusively to
the Customer.
B. All programs do not belong to the Customer.
C. The ideas, concepts, know-how or techniques relating to data processing developed in
cooperation with and paid for by Customer during the course of this AGREEMENT by Supplier personnel
can be used by either party in any way it may deem appropriate.
5) ON-LINE HOURS:
Supplier will be in operation for on-line processing 24/7 with the exception of Sunday from 3PM -
12:OOAM EST for general maintenance.
• PROVIDED; HOWEVER,.that in the event Supplier shall experience a disruption in its service to Customer
not caused by Customer, Supplier shall use every reasonable effort to cure such disruption, including
deviating from its regular hours.
The following holidays will be observed by Supplier:
New Year's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
Notification will be given to Customer of the dates on which the holidays will be observed, and on which
dates services will not be provided or will be reduced.
6) ADDITIONAL CHARGES AND SERVICES:
With respect to any batch data processing, any additional work caused by errors or faults in the Customer's
input media; such tasks will be billed per Schedule A.
The fees and charges for services stipulated herein are subject to revisions for any changes the Customer
may make in its requirements, or for any additional services that may be required which are not included in
the services provided in Schedule A attached.
• 1 West Harris Avenue LaGrange, II 60525 800.888.6035 Fax 708.352.3177 www_c ehc_cnm
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7) LIABILITIES AND DAMAGES:
Supplier shall not be responsible for any delay in processing or in the delivery of processed data caused by
strikes, walkouts, riot, war, governmental regulation, fire, equipment malfunction, communications line
failure, power failure, acts of God, or other causes beyond Supplier control. In the event any errors in the
processed data result from Supplier's performance hereunder, Supplier will correct such errors at its own
expense.
Supplier provides a database redundancy solution that allows for production database recovery at our
backup data center in the event of a failure or disaster at our primary data center.
Except as otherwise provided herein, it is expressly understood and agreed between Customer and Supplier
that the total liability, if any, of Supplier for errors and/or omissions in data shall be limited to the total
amount paid or to be paid to Supplier under this Agreement whichever is less. Except as otherwise provided
herein, Supplier and Customer expressly agree and understand that Supplier shall not be liable for any
special, consequential, exemplary or punitive damages for any act which occurs under or arises from this
AGREEMENT or its performance.
The Supplier is not an agent or employee of the Customer; it is understood and agreed that the Supplier is
an independent contractor. Supplier shall not be entitled to nor eligible for participation in any benefit
plan or privileges provided to Customers employees.
• This agreement sets forth the entire understanding of the parties and supersedes any and all prior
agreements, arrangements and understanding related to the subject matter hereof. This agreement may
not be changed or terminated, except as provided for herein, and no waiver of compliance with any
provision or condition thereof with consent for herein shall be effective unless evidenced by and
instrument in writing duly executed by the parties hereto.
The failures of either party to exercise any right granted hereunder to insist upon strict compliance by the
other party with its respective obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof, shall constitute a waiver of either party to require exact compliance with the terms
of the agreement hereof.
8) EXPIRATION AND TERMINATION:
8.1) EXPIRATION:
The AGREEMENT shall expire at the end of the initial or any renewal term of this AGREEMENT, as
applicable, unless a renewal agreement is executed by the parties, as set forth in section 1.
8.2) TERMINATION FOR CAUSE:
In the event that either party breaches any of its material obligations under this AGREEMENT and such
breach is not cured, or reasonable steps to cure have not been taken, within 30 days after receiving written
notice of the breach, the party not in default may, in addition to other rights and remedies then available to
it, terminate immediately by giving written notice to the defaulting party specifying the effective date of
termination.
- 8.3) PAYMENT DEFAULT:
• 1 West Harris Avenue LaGrange, Il 60525 800.888.6035 Fax 708.352.3177 www.cdnehc.cnm
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• In the event that the Customer defaults in the payment of any amount due Supplier under the terms of this
AGREEMENT and does not cure the default within ten days of written notice of this default by Supplier,
Supplier may, in addition to other rights and remedies then available to it, immediately terminate this
AGREEMENT upon giving written notice to the Customer.
8.4) TERMQ~TATION FOR INSOLVENCY:
If either Supplier or Customer becomes or is declared insolvent or bankrupt, then this AGREEMENT shall
be immediately terminated, without the requirement of any notice to the insolvent or bankrupt party. A
party shall be deemed insolvent or bankrupt for purposes of this Section 8.4 in the event that:
A. A receiver, liquidator or trustee of a party is appointed by court order and such order
remains in effect for more than thirty (30) days; or a case is commenced or a petition is filled against a party
under any applicable liquidation, conservatorship, bankruptcy, moratorium, insolvency, reorganization or
similar laws for the relief of debtors from time to time in effect and generally affecting the rights of creditors
(a "Debtor Relief Law"); or
B. A party voluntarily seeks, consents to, or acquiesces, in the benefit or benefits of any
provision of any Debtor Relief Law, consents to the filing of any petition against it under such Debtor Relief
Law; makes an assignment for the benefit of its creditors; admits in writing its inability to pay its debts
generally as they become due; or consents to the appointment of a receiver, trustee, liquidator or conservator
for it or any party of its property.
9) CONFIDENTIALITY:
Supplier shall hold in trust for the Customer, and shall not use or disclose to any other person, firm, or
corporation during the term of this AGREEMENT, or at any time thereafter, any confidential information
of Customer to which Supplier obtains access in connection with the provision of its services hereunder
• unless authorized to do so in writing by Customer. Any such disclosure by Supplier or the Supplier's
employees without Customer's authorization shall represent a breach of this contract and shall obligate
Supplier to appropriate damages. It is agreed that Supplier has access to all confidential Customer data
and information maintained by the Supplier. The access and use of this data shall be limited to
processing reports, development of new reports or functions and answering of questions for Customers.
Confidential information is information that relates to the Customer's research and development, trade
secrets or business affairs, or that of any of its customers or affiliates. Confidential information includes
all information received by Supplier from Customer except information in the public domain.
Customer recognizes that the programs and related-documentation represent a valuable asset of the Supplier.
Therefore, the Customer agrees not to divulge, give; trade, sell or via any other method, transfer such assets
to another individual or organization except as the same is required by applicable law. Any such action by
the Customer or the Customers' employees shall represent a breach of this contract and shall obligate the
Customer to appropriate damages.
10) ACCESS TO FILES:
Supplier agrees that Customer shall, at all times, either before, during or after the teen of this
AGREEMENT, have access to the files of Customer while files are in the custody of Supplier. This right
shall be deemed to survive the term of this AGREEMENT. Supplier's obligation to retain said files shall be
limited to a term of three (3) months following termination of this AGREEMENT.
• 1 West Harris Avenue LaGrange, II 60525 800.888.6035 Fax 708.352.3177 www.cdnehc.enm
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• 11) ESCROW
Supplier will place the software product(s) being utilized by the Customer with an established escrow
agent. (Either Iron Mountain in IL, or Kentucky Underground Storage in KY) The Customer shall be the
beneficiary of the software product(s) being held in escrow when and, if Supplier (or its successor)
discontinues providing on-going service to the Customer as a result of no longer offering such service(s)
or insolvency and discontinuance of its operation. The Customer agrees to provide Supplier specific
direction as to who at the Customer's site shall be the person to whom the software shall be delivered to
and Supplier will advise the escrow agent accordingly. Under no circumstances shall the Customer make
the software available to any other entity or attempt to compete with Supplier through offering similar
service(s).
12) NO CONFLICTING OBLIGATIONS:
Customer warrants that it is free, as of the date it enters into this AGREEMENT of any contractual or other
obligations that would prevent Customer from entering into this AGREEMENT, and that Supplier's offer to
provide such services in no way caused or induced customer to breach any contractual or other obligation it
may have had.
13) TERMINATION ASSISTANCE:
If, upon the termination of this AGREEMENT, for any cause provided for herein, Customer shall require of
Supplier additional services in order to transfer the functions previously provided ~by Supplier, whether such
transfer be wholly "in-house" to Customer or to any successor service bureau, Supplier agrees to provide
such additional services based upon its current rates for programming and computer time associated
therewith. In such event, Supplier shall also cooperate with Customer or any successor service bureau in
order to transfer the functions previously serviced by Supplier to such successor.
• 14) DISCLOSURE:
The Supplier states at the time of signing that all employees of Supplier, have never been convicted of a
felony and agrees to report a felony if they are convicted of one in the future.
15) DISCRIMINATION:
Contractor shall assure that no person, on the grounds of race, color, age, religion, sex, marital status,
immigration status, national origin, or otherwise qualified handicapped individual, solely by reason of
his/her handicap (unless otherwise medically indicated), be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under any program or activity covered by this contract .
16) GOVERNING LAW:
This AGREEMENT shall be governed by the laws of the State of North Carolina.
17) EXHIBITS:
The following enumerated exhibits and schedules constitute the only addendums to this AGREEMENT.
Schedule A -Provided Services and Reports and Related Charged Rates.
Schedule B - CDP mobile License agreement (must be signed for each CDPmobile license)
• 1 West Harris Avenue LaGrange, I160525 800.888.6035 Fax 708.352.3177 www.cdnehc_rnm
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18) ENTIRE AGREEMENT:
This AGREEMENT and the aforementioned Exhibits attached hereto constitute the entire AGREEMENT
between the parties. Supplier makes no guarantees, express or implied, other than the warranties expressed
in this AGREEMENT. No representative or statement not expressly contained in this AGREEMENT or
incorporated by reference shall be binding upon Supplier.
Notices to be given pursuant to this contract shall be delivered by Certified Mail with return receipt
requested:
CUSTOMER
Rosemary L. Summers
Health Director
Orange County Health Dept
300 West Tryon St.
PO Box 8181
Hillsborough, NC 27278
Or, if to the Supplier:
CDP, Inc
1 West Harris Ave.
Lagrange, Il 60525
Attention: Michael Peth
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FOR AND ON BEHALF OF ORANGE
COUNTY
By: By: .Michael Peth
Health Director
Title: d Title: Director. Sales & Marketing
Date: 3 Date:
Signature: ~ Signature:
Rosemary .Summers
FOR AND ON BEHALF OF ORANGE FOR AND ON BEHALF OF
COUNTY HEALTH DEPARTMENT CUSTOM DATA PROCESSING, INC.
Signature Page for Orange County/CDP Agreement Beginning May, 2008
WITNESS THEREOF, the parties have executed this agreement this 6th day of
March, 2008.
Signature:
By:
Title:
Date:
ORANGE COUNTY FINANCE DIRECTOR:
This instrument has been preaudited in the
Manner required by the Local Government
Budget and Fiscal Control Act.
Signature:
Gary Humphreys
By:
Orange County Financial
Title: Services Dir for
Date: ~ ~ ~ v
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SCHEDULE "A"
CDPims - A Hosted (Including ongoing maintenance, data-synching, all updates & enhancements as
well as full security and back-ups) Weh-Racal Inspection Scheduling, Billing and Reporting System.
CDPmobile -Communication of forms-based data for our enterprise users: flexible forms design, highly,
accurate handwriting data capture & recognition, robust communication/synchronization with our
back-end database (CDPims), handwriting interpretation, verification and data validation.
DESCRIPTION OF SERVICES AND RELATED FEES:
.. `i s 'r F ~ ~InIu F Ta
CDPims -Food & Lod in 8 25.00 200.00/mo
t!n h1 n r ~ ramrFe
Module Subscri tion
CDPims -Food & Lodging
Includes public web site for viewing of
ins ections. Includes direct inter ace with HSIS
1
300.00
300.00/mo
CDPims - Com laints/Re uest for Service 1 50.00 50.00/mo
S chronization of CDPmobile to CDPims 1 200.00 200.00/mo
Oracle Discoverer license fee 1 20.00 S 20.00/mo
~ i_ ,F~..
Pro imn * 85/hour
Trainin -CDPims 1 1 500.00 1 500.00
Trainin - CDPMobile 1 1 500.00 1 500.00
Software Fee -CDPmobile 5 1 000.00 5 000.00
- all F&L CDPmobile forms N/C N/C
CDPmobile Maintenance be ins2"d ear 5 200.00 1 000.00
1" ear 17 24 .00
Zoe ear 10 24 .00
Prices reflect systems "as-is"and currently being utilized in North Carolina
* Hourly Fees (not included in above pricing)
• All custom design, development & programming will be billed at: $85 per hour.
Custom Design, Development & Programming will be required when
uncustomary requests are made. These additional costs and the
associated work will be fully discussed prior to arty work being started .
. 1 West Harris Avenue LaGrange, I160525 800.888.6035 Fax 708.352.3177 www_ednehc_enm
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SCHEDULE "B"
CDPmobile License Agreement
Proprietary Protection and Restrictions
•
This Agreement does not provide you with title or ownership of the Licensed Program
(CDPmobile), but only a right of limited use. You must keep the Licensed Program free
and clear of all claims, liens, and encumbrances.
You may not use, copy, modify, or distribute the Licensed Program (electronically or
otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as
expressly authorized by Licensor. You may not reverse assemble, reverse compile, or
otherwise translate the Licensed Program. Your rights may not be transferred, leased,
assigned, or sublicensed except for a transfer of the Licensed Program in its entirety to
(1) a successor in interest of your entire business who assumes the obligations of this
Agreement or (2) any other party who is reasonably acceptable to Licensor, enters into
a substitute version of this Agreement, and pays an administrative fee intended to cover
attendant costs. ~ No service bureau work, multiple-user license, or time-sharing
arrangement is permitted, except as expressly authorized by Licensor. You may not
install the Licensed Program in any other computer system or use it at any other
location without Licensor's express authorization obtained in advance (which will not be
unreasonably withheld); provided that you may transfer the Licensed Program to
another computer temporarily if the computer specified in this Agreement is inoperable.
If you use, copy, or modify the Licensed Program or if you transfer possession of any
copy, adaptation, transcription, or merged portion of the Licensed Program to any other
party in any way not expressly authorized by Licensor, your license is automatically
terminated.
Accepted & Approved by:
i,icencnr•
CDP, Inc.
1 West Hams
LaGrange, IL 60525
Signature:
Name: Michael. Peth
Title: Director, Sales & Marketing
Date:
1 West Harris Avenue LaGrange, I160525
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i,icencee•
Signature:
Name:
Title:
Date:
800.888.6035 Fax 708.352.3177