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AGREEMENT
Agreement No. 18-416
10-2017-CAO-O
3 THIS AGREEMENT is made and entered into this ...11h... day of August , 2018 , by and
4 between the COUNTY OF FRESNO, a Political Subdivision of the .State of California, hereinafter
5 referred to as "COUNTY", and the Superior Court of California, County of Fr~sno, an entity of the
6 California Judicial Branch organized under Article VI of the California Constitution, hereinafter
7 referred to as "COURT".
8 WI T N E S S E T H:
9 WHEREAS, the COURT provides various COUNTY departments, as provided in Exhibit 2,
10 attached and incorporated by this reference, Odyssey system access, door access, WiFi usage,
11 · and Badges; and
12 WHEREAS, the COURT currently allows COUNTY departments access to their Odyssey
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system for logons, door access, WiFi usage, and badges and the Court has absorbed these
access costs until now; and
WHEREAS; the COURT's Odyssey system is a case management system that COUNTY
departments utilize to access various case types such as criminal, civil, probate, family, and
juvenil~ cases; and
WHEREAS, the COUNTY will pay the COURT for its usage of the Odyssey system, door
access, WiFi us.age, and badges as applicable to each department, as provided in Exhibit 1, which
is attached and incorporated by this reference.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, the parties hereto agree as follows:
1. OBLIGATIONS OF THE COURT
A. Provide log-on access to the COURT's Odyssey system;
B. Provide door access;
C. Provide WiFi usage; and
D. Provide COURT issued badges as needed.
II
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2. OBLIGATIONS OF THE COUNTY
A. The COUNTY will pay COURT invoices promptly, within forty-five (45)
days of receipt.
B. The COUNTY must notify COURT of any requests to deactivate a badge
or Odyssey ID/login within ten (10) business days of the change. The COUNTY is obligated to
continue to pay until notice is received from the Court that the badge or Odyssey ID/login has
been deactivated.
C. COUNTY will only access Odyssey for County work-related purposes.
3. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on August
1, 2018 through and including July 31, 2021. The Agreement may be extended for two (2)
additional consecutive twelve (12) month periods upon mutual written approval of both parties no
later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The
County Administrative Officer or his designee is authorized to execute such written approval on
behalf of the COUNTY.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the
services to be provided hereunder, are contingent on the approval of funds by the
appropriating government agency. Should sufficient funds not be allocated, the services
provided may be modified, or this Agreement terminated, at any time by giving the COURT
thirty (30) days advance written notice.
B. Breach of Contract –
1) COUNTY may immediately suspend or terminate this Agreement in
whole or in part, if COURT unreasonably denies access to services or if
services provided are ineffective for County’s use.
2) The COURT may immediately suspend or terminate this Agreement in
whole or in part, if COUNTY fails to pay or is in arrears more than ten (10)
days or if the COUNTY utilizes Odyssey for non-work related purposes.
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In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the COURT. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the
breach or default.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by either the COUNTY or COURT upon giving ninety (90) days
advance written notice of an intention to terminate.
5.COMPENSATION/INVOICING: COUNTY agrees to pay COURT and COURT agrees
to receive compensation for actual services as provided in Schedule of Court Charges for Services
–Exhibit 1 to the agreement. The COUNTY understands annual updates to Exhibit 1 may
provide revisions of this Exhibit. COURT shall submit monthly invoices for services to the
COUNTY departments listed in Exhibit 2.
In no event shall compensation payable for services performed under this Agreement
exceed one hundred twenty thousand dollars ($120,000) per year. The total compensation
payable for the potential five-year term of this Agreement shall not exceed six hundred thousand
dollars ($600,000).
6.MODIFICATION:
A.Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
B.Notwithstanding the above, upon written agreement of the Department
Heads of the County Departments listed in Exhibit 2 and the COURT, badge or Odyssey ID/login
user access changes may be made or changed based on operational need, and in compliance
with Sections 2(B) and 5 which state the agreement maximum. If the changes referenced in this
Section will cause the compensation to exceed the total not to exceed amounts specified in Section
5 above, then the Agreement must be amended. COURT further understands that this Agreement
is subject to any restrictions, limitations or enactments of all legislative bodies which affect the
provisions, term, or funding of this Agreement in any manner.
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7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this
Agreement nor their rights or duties under this Agreement without the prior written consent of the
other party.
8. HOLD HARMLESS: COURT agrees to indemnify, save, hold harmless, and at
COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all
costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses
occurring or resulting to COUNTY in connection with the performance, or failure to perform, by
COURT, its officers, agents, or employees under this Agreement, and from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to any person, firm, or corporation who may be injured or damaged by the
performance, or failure to perform, of COURT, its officers, agents, or employees under this
Agreement.
COUNTY agrees to indemnify, save, hold harmless, and at COURT'S request, defend the
COURT, its officers, agents, and employees from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to COURT
in connection with the performance, or failure to perform, by COUNTY, its officers, agents, or
employees under this Agreement, and from any and all costs and expenses (including attorney’s
fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
or corporation who may be injured or damaged by the performance, or failure to perform, of
COUNTY, its officers, agents, or employees under this Agreement.
9. INSURANCE
Without limiting the COUNTY’s and/or COURT’s indemnification of each other, it is
understood and agreed that the COUNTY and COURT shall each maintain, at their sole expense,
insurance policies or self-insurance programs including, but not limited to, an insurance pooling
arrangement and/or Joint Powers Agreement to fund their respective liability throughout the term of
this agreement. Coverage shall be provided for comprehensive general liability, automobile
liability, professional liability, and worker’s compensation exposure. Evidence of insurance,
certificates of insurance, or other similar documentation shall not be required of the COUNTY or
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COURT under this Agreement.
A. Cyber Liability
Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by COURT in this agreement and shall include, but not be limited to,
claims involving infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for breach response
costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits
sufficient to respond to these obligations.
10. AUDITS AND INSPECTIONS: The COURT shall at any time during business hours,
and as often as the COUNTY may deem necessary, make available to the COUNTY for
examination all of its records and data with respect to the matters covered by this Agreement. The
COURT shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such
records and data necessary to ensure COURT'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), COURT shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
11. NOTICES: The persons and their addresses having authority to give and receive
notices under this Agreement include the following:
COUNTY OF FRESNO COURT
County Administrative Officer Court Executive Officer
2281 Tulare Street, Room 301 1100 Van Ness
Fresno, CA 93721 Fresno, CA 93724-0002
All notices between the COUNTY and COURT provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States
mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by first-
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class United States mail is effective three COUNTY business days after deposit in the United
States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight
commercial courier service is effective one COUNTY business day after deposit with the overnight
commercial courier service, delivery fees prepaid, with delivery instructions given for next day
delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when
transmission to the recipient is completed (but, if such transmission is completed outside of
COUNTY business hours, then such delivery shall be deemed to be effective at the next beginning
of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this
section establishes, waives, or modifies any claims presentation requirements or procedures
provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of
the Government Code, beginning with section 810).
12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement
shall only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
COURT and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
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10-2017-CAO-O
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
2 and year first hereinabove written .
3
4 SUPERIOR COURT OF
CALIFORNIA COUNTY OF
5 FRESNO
6
7
era . Morto
8 Court Ex ecutive Officer
1100 Van Ness Avenue
9 Fresno, CA 93724-0002
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FOR ACCOUNTING USE ONLY:
As provided on Ex hibit 2
ORG No.:
Account No.:
Requisition No.:
COUNTY OF FRESNO
, Chairperson of the Board of
,na!Mi•~ of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: Susarn ~~~
Deputy
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Exhibit 1
Description Monthly Rate
Odyssey system logon (per user charge)5.37$
Door access one way (per door)6.28$
WiFi Usage (estimated per user unit)1.63$
Badges (per badge)15.86$
FY 2018-19 Court Charges for Services
Approved by Executive Committee 3/12/18
Exhibit 2
County Department Org Account
Fresno County Auditor-Controller/Treasurer-Tax Collector 01401100 7295
Fresno County Counsel's Office 0710 7295
Fresno County Department of Behavioral Health-Public Guardian 56302005 7295
Fresno County Department of Child Support Services 5110 7295
Fresno County Department of Social Services 56107001 7295
Fresno County District Attorney-Public Administrator 2860 7295
Fresno County Probation 34309999 7295
Fresno County Public Defender 28809999 7295
County Department Odyssey User List
Billing Org and Account