HomeMy WebLinkAboutA-23-188 JJC Call Management and monitoring Agreement fully signed.pdf Agreement No. 23-188
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated April 25, 2023 and is between
3 Securus Technologies, LLC., a Delaware Limited Liability Corporation ("Contractor"), and the
4 County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County is in need of a reliable telephone call management and monitoring system
7 for the residents of the County's Juvenile Justice Campus ("JJC").
8 B. Contractor represents to County that Contractor's "Secure Call Platform"as provided
9 herein is able to provide the County with the tools and resources needed by the County to
10 monitor, record, limit, and control calls made by JJC residents to outside telephone lines and
11 provide the County with records and recordings of those telephone calls as-needed by the
12 County.
13 C. Contractor represents to the County that Contractor's Secure Call Platform is able to
14 satisfy recent legislation (California Senate Bill 1008) requiring the costs for residents' telephone
15 calls are to be borne by the County.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. Contractor shall provide the software, hardware, systems, and
20 services (collectively, the"Application(s)") in Exhibit A to this Agreement to County, and shall
21 perform all of the services in Exhibit A to this Agreement, entitled "Scope of Services."
22 1.2 Representation. The Contractor represents to the County that Contactor is qualified,
23 ready, willing, and able to perform all of the services provided in this Agreement.
24 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
25 applicable federal, state, and local laws and regulations in the performance of its obligations
26 under this Agreement, including but not limited to workers compensation, labor, and
27 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall ensure broadband fiber connectivity to the JJC.
4 2.3 County shall have the right and the obligation to provide on-site direction to
5 Contractor's Advisory Account Executive, for the location of each phone and routing for all
6 necessary wiring and other related physical materials, it being understood that the Advisory
7 Account Executive shall be the County's sole point of contact with Contractor for such purposes.
8 In connection with the County License, County agrees that(a) it will not resell, assign, or
9 otherwise transfer the Applications or any portions thereof; (b) it will only use the Applications
10 for lawful purposes and will not transmit, retransmit, or store material associated with the
11 Applications in violation of any federal or state laws or regulation; (c) it will not provide access to
12 the Applications to third parties without Contractor's knowledge; (d) it will not connect the
13 Applications to any products that Contractor did not furnish or approve in writing; (e) it will not
14 create derivative works based on the Applications; (f) it will not disassemble, reverse engineer,
15 decompile, or otherwise attempt to reveal the code, trade secrets, or know-how underlying the
16 Applications or allow any third party to do so; (g) it will not remove, obscure, or alter any
17 intellectual property right or confidentiality notices or legends appearing in or on any aspect of
18 any Applications; (h) it will be responsible for distributing and providing licenses to its end users;
19 and (i) it will monitor and ensure that its licensed end users comply with these terms.
20 Article 3
21 Compensation, Invoices, and Payments
22 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
23 the performance of its services under this Agreement as described in Exhibit B to this
24 Agreement.
25 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
26 under this Agreement is $4,000.00 per month, plus any applicable taxes for the associated
27 unlimited domestic calling. This fixed, monthly compensation is inclusive of all usage at JJC.
28 The maximum compensation for the initial three-year term of the agreement is $158,400.00,
2
1 including taxes for the associated unlimited domestic calling. Upon the first one-year extension,
2 if any, this maximum shall increase to $211,200.00. Upon the final one-year extension, if any,
3 this maximum shall increase to $264,000.00 for the full five-year term. The Contractor
4 acknowledges that the County is a local government entity and does so with notice that the
5 County's powers are limited by the California Constitution and by State law, and with notice that
6 the Contractor may receive compensation under this Agreement only for services performed
7 according to the terms of this Agreement and while this Agreement is in effect, and subject to
8 the maximum amount payable under this section. The Contractor further acknowledges that
9 County employees have no authority to pay the Contractor except as expressly provided in this
10 Agreement.
11 3.3 Invoices. The Contractor shall submit monthly invoices to the Probation
12 Department's Business Office at Probation Invoices@FresnoCountyCA.gov. The Contractor
13 shall submit each invoice within 60 days after the month in which the Contractor performs
14 services and in any case within 60 days after the end of the term or termination of this
15 Agreement.
16 3.4 Payment. The County shall pay each correctly completed and timely submitted
17 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
18 address specified in the invoice.
19 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
20 expenses that are not specified as payable by the County under this Agreement.
21 Article 4
22 Term of Agreement
23 4.1 Term. This Agreement is effective on the date that the parties sign this Agreement
24 and terminates three years from the effective date, except as provided in section 4.2,
25 "Extension,"or Article 6, "Termination and Suspension," below.
26 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
27 year periods automatically unless one party delivers to the other written notice of non-renewal at
28 least 90 days before the end of the then current term. The Director of Internal Services/Chief
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1 Information Officer or his or her designee is authorized to sign the notice of non-renewal on
2 behalf of the County. The extension of this Agreement by the County is not a waiver or
3 compromise of any default or breach of this Agreement by the Contractor existing at the time of
4 the extension whether or not known to the County.
5 Article 5
6 Notices
7 5.1 Contact Information. The persons and their addresses having authority to give and
8 receive notices provided for or permitted under this Agreement include the following:
9
For the County:
10 Director of Internal Services/Chief Information Officer
County of Fresno
11 333 W. Pontiac Way
Clovis, CA 93619
12 ISDContracts@FresnoCountyCA.gov
13 For the Contractor:
Attention: General Counsel
14 Securus Technologies, LLC
4000 International Parkway
15 Carrolton, Texas 75007
16 5.2 Change of Contact Information. Either party may change the information in section
17 5.1 by giving notice as provided in section 5.3.
18 5.3 Method of Delivery. Each notice between the County and the Contractor provided
19 for or permitted under this Agreement must be in writing, state that it is a notice provided under
20 this Agreement, and be delivered either by personal service, by first-class United States mail, by
21 an overnight commercial courier service, or by Portable Document Format(PDF) document
22 attached to an email.
23 (A) A notice delivered by personal service is effective upon service to the recipient.
24 (B) A notice delivered by first-class United States mail is effective three County
25 business days after deposit in the United States mail, postage prepaid, addressed to the
26 recipient.
27 (C)A notice delivered by an overnight commercial courier service is effective one
28 County business day after deposit with the overnight commercial courier service,
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1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
2 the recipient.
3 (D)A notice delivered by PDF document attached to an email is effective when
4 transmission to the recipient is completed (but, if such transmission is completed outside
5 of County business hours, then such delivery is deemed to be effective at the next
6 beginning of a County business day), provided that the sender maintains a machine
7 record of the completed transmission.
8 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
9 nothing in this Agreement establishes, waives, or modifies any claims presentation
10 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
11 of Title 1 of the Government Code, beginning with section 810).
12 Article 6
13 Termination and Suspension
14 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
15 contingent on the approval of funds by the appropriating government agency. If sufficient funds
16 are not allocated, then the County, upon at least 30 days' advance written notice to the
17 Contractor, may:
18 (A) Modify the services provided by the Contractor under this Agreement; or
19 (B) Terminate this Agreement.
20 6.2 Termination for Breach.
21 (A) Upon determining that a breach (as defined in paragraph (C) below) has
22 occurred, the County may give written notice of the breach to the Contractor. The written
23 notice may suspend performance under this Agreement, and must provide at least 30
24 days for the Contractor to cure the breach.
25 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
26 time stated in the written notice, the County may terminate this Agreement immediately.
27 (C) For purposes of this section, a breach occurs when, in the determination of the
28 County, the Contractor has:
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1 (1) Obtained or used funds illegally or improperly;
2 (2) Failed to comply with any part of this Agreement;
3 (3) Submitted a substantially incorrect or incomplete report to the County; or
4 (4) Improperly performed any of its obligations under this Agreement.
5 6.3 Termination without Cause. In circumstances other than those set forth above, the
6 County may terminate this Agreement by giving at least 30 days advance written notice to the
7 Contractor.
8 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
9 under this Article 6 is without penalty to or further obligation of the County.
10 6.5 County's Rights upon Termination. Upon termination for breach under this Article
11 6, the County may demand repayment by the Contractor of any monies disbursed to the
12 Contractor under this Agreement that, in the County's sole judgment, were not expended in
13 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
14 demand. This section survives the termination of this Agreement.
15 Article 7
16 Independent Contractor
17 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
18 agents, employees, and volunteers, is at all times acting and performing as an independent
19 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
20 venturer, partner, or associate of the County.
21 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
22 manner or method of the Contractor's performance under this Agreement, but the County may
23 verify that the Contractor is performing according to the terms of this Agreement.
24 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
25 right to employment rights or benefits available to County employees. The Contractor is solely
26 responsible for providing to its own employees all employee benefits required by law. The
27 Contractor shall save the County harmless from all matters relating to the payment of
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1 Contractor's employees, including compliance with Social Security withholding and all related
2 regulations.
3 7.4 Services to Others. The parties acknowledge that, during the term of this
4 Agreement, the Contractor may provide services to others unrelated to the County.
5 Article 8
6 Indemnity and Defense
7 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
8 County(including its officers, agents, employees, and volunteers)against all claims, demands,
9 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
10 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
11 the performance or failure to perform by the Contractor(or any of its officers, agents,
12 subcontractors, or employees) under this Agreement. The County may conduct or participate in
13 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
14 defend the County.
15 8.2 Survival. This Article 8 survives the termination of this Agreement.
16 Article 9
17 Insurance
18 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
19 Agreement.
20 Article 10
21 Inspections, Audits, and Public Records
22 10.1 Inspection of Documents. The Contractor shall make available to the County, and
23 the County may examine at any time during business hours and as often as the County deems
24 necessary, all of the Contractor's records and data with respect to the matters covered by this
25 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
26 request by the County, permit the County to audit and inspect all of such records and data to
27 ensure the Contractor's compliance with the terms of this Agreement.
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1 10.2 State Audit Requirements. If the compensation to be paid by the County under this
2 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
3 California State Auditor, as provided in Government Code section 8546.7, for a period of three
4 years after final payment under this Agreement. This section survives the termination of this
5 Agreement.
6 10.3 Public Records. The County is not limited in any manner with respect to its public
7 disclosure of this Agreement or any record or data that the Contractor may provide to the
8 County. The County's public disclosure of this Agreement or any record or data that the
9 Contractor may provide to the County may include but is not limited to the following:
10 (A) The County may voluntarily, or upon request by any member of the public or
11 governmental agency, disclose this Agreement to the public or such governmental
12 agency.
13 (B) The County may voluntarily, or upon request by any member of the public or
14 governmental agency, disclose to the public or such governmental agency any record or
15 data that the Contractor may provide to the County, unless such disclosure is prohibited
16 by court order.
17 (C)This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure under the Ralph M. Brown Act (California
19 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
20 (D)This Agreement, and any record or data that the Contractor may provide to the
21 County, is subject to public disclosure as a public record under the California Public
22 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
23 with section 6250) ("CPRA").
24 (E) This Agreement, and any record or data that the Contractor may provide to the
25 County, is subject to public disclosure as information concerning the conduct of the
26 people's business of the State of California under California Constitution, Article 1,
27 section 3, subdivision (b).
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1 (F) Any marking of confidentiality or restricted access upon or otherwise made with
2 respect to any record or data that the Contractor may provide to the County shall be
3 disregarded and have no effect on the County's right or duty to disclose to the public or
4 governmental agency any such record or data.
5 10.4 Public Records Act Requests. If the County receives a written or oral request
6 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
7 and which the County has a right, under any provision of this Agreement or applicable law, to
8 possess or control, then the County may demand, in writing, that the Contractor deliver to the
9 County, for purposes of public disclosure, the requested records that may be in the possession
10 or control of the Contractor. Within five business days after the County's demand, the
11 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
12 possession or control, together with a written statement that the Contractor, after conducting a
13 diligent search, has produced all requested records that are in the Contractor's possession or
14 control, or(b) provide to the County a written statement that the Contractor, after conducting a
15 diligent search, does not possess or control any of the requested records. The Contractor shall
16 cooperate with the County with respect to any County demand for such records. If the
17 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
18 CPRA or other applicable law, it must deliver the record or data to the County and assert the
19 exemption by citation to specific legal authority within the written statement that it provides to
20 the County under this section. The Contractor's assertion of any exemption from disclosure is
21 not binding on the County, but the County will give at least 10 days' advance written notice to
22 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
23 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
24 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
25 failure to produce any such records, or failure to cooperate with the County with respect to any
26 County demand for any such records.
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1 Article 11
2 Disclosure of Self-Dealing Transactions
3 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
4 or changes its status to operate as a corporation.
5 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
7 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
8 the County before commencing the transaction or immediately after.
9 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
10 a party and in which one or more of its directors, as an individual, has a material financial
11 interest.
12 Article 12
13 Express Warranties
14 12.1 For hardware and software provided by Contractor to County pursuant to this
15 Agreement, Contractor agrees to promptly repair and maintain such hardware and software in
16 good operating condition (ordinary wear and tear excepted), including, without limitation,
17 furnishing all parts and labor during the term of the Agreement. All such maintenance and repairs
18 shall be provided at Contractor's sole cost and expense except as stated in this section. County
19 agrees to promptly notify Contractor in writing after discovering any misuse of or destruction,
20 damage, or vandalism to the hardware and software.
21 Contractor will have no obligation to repair or maintain such hardware or software, if the
22 Applications are, without Contractor's knowledge and approval, interfaced with other devices or
23 software owned or used by County or a third party, or if the Applications are otherwise damaged
24 as a result of County's actions.
25 12.2 Express Warranty for Hardware and Software Purchased and Owned by County.
26 For hardware and software purchased from Contractor and owned by County pursuant to this
27 Agreement, Contractor warrants that such materials will be free from material defects under
28 normal use, maintenance, and service for a period of 12 months from the date of sale. Contractor
10
1 makes no warranty with respect to low performance, damages, or defects in any such materials
2 caused by misuse, misapplication, neglect, or accident, nor does Contractor make any warranty
3 as to any such materials that County has repaired or altered in any way. Contractor shall promptly
4 replace the applicable materials at no cost, which is County's sole remedy in connection with a
5 claim pursuant to this section.
6 12.3 Express Warranty for Services Provided. Contractor warrants that the services it
7 provides shall be performed in a good and workmanlike manner consistent with industry
8 standards and practices in California. Contractor warrants that its agents and/or employees used
9 in the performance of its obligations shall be qualified to perform the contracted services. Should
10 any errors or omissions arise in the rendering of the services under this Agreement, Contractor
11 will undertake to correct such errors or omissions within a reasonable time period and in
12 compliance with the Service Level Agreement terms stated in Exhibit A at paragraph 5.
13 Article 13
14 General Terms
15 13.1 Modification. Except as provided in Article 6, "Termination and Suspension,"this
16 Agreement may not be modified, and no waiver is effective, except by written agreement signed
17 by both parties. The Contractor acknowledges that County employees have no authority to
18 modify this Agreement except as expressly provided in this Agreement.
19 13.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
20 under this Agreement without the prior written consent of the other party.
21 13.3 Governing Law. The laws of the State of California govern all matters arising from
22 or related to this Agreement.
23 13.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
24 County, California. Contractor consents to California jurisdiction for actions arising from or
25 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
26 brought and maintained in Fresno County.
27 13.5 Construction. The final form of this Agreement is the result of the parties' combined
28 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
11
1 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
2 against either party.
3 13.6 Days. Unless otherwise specified, "days" means calendar days.
4 13.7 Headings. The headings and section titles in this Agreement are for convenience
5 only and are not part of this Agreement.
6 13.8 Severability. If anything in this Agreement is found by a court of competent
7 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
8 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
9 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
10 intent.
11 13.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
12 not unlawfully discriminate against any employee or applicant for employment, or recipient of
13 services, because of race, religious creed, color, national origin, ancestry, physical disability,
14 mental disability, medical condition, genetic information, marital status, sex, gender, gender
15 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
16 all applicable State of California and federal statutes and regulation.
17 13.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
18 of the Contractor under this Agreement on any one or more occasions is not a waiver of
19 performance of any continuing or other obligation of the Contractor and does not prohibit
20 enforcement by the County of any obligation on any other occasion.
21 13.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
22 between the Contractor and the County with respect to the subject matter of this Agreement,
23 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
24 publications, and understandings of any nature unless those things are expressly included in
25 this Agreement. If there is any inconsistency between the terms of this Agreement without its
26 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
27 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
28 exhibits.
12
1 13.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
2 create any rights or obligations for any person or entity except for the parties.
3 13.13 Authorized Signature. The Contractor represents and warrants to the County that:
4 (A) The Contractor is duly authorized and empowered to sign and perform its
5 obligations under this Agreement.
6 (B) The individual signing this Agreement on behalf of the Contractor is duly
7 authorized to do so and his or her signature on this Agreement legally binds the
8 Contractor to the terms of this Agreement.
9 13.14 Electronic Signatures. The parties agree that this Agreement maybe executed by
10 electronic signature as provided in this section.
11 (A) An "electronic signature" means any symbol or process intended by an individual
12 signing this Agreement to represent their signature, including but not limited to (1) a
13 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
14 electronically scanned and transmitted (for example by PDF document)version of an
15 original handwritten signature.
16 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
17 equivalent to a valid original handwritten signature of the person signing this Agreement
18 for all purposes, including but not limited to evidentiary proof in any administrative or
19 judicial proceeding, and (2) has the same force and effect as the valid original
20 handwritten signature of that person.
21 (C)The provisions of this section satisfy the requirements of Civil Code section
22 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3,
23 Part 2, Title 2.5, beginning with section 1633.1).
24 (D) Each party using a digital signature represents that it has undertaken and
25 satisfied the requirements of Government Code section 16.5, subdivision (a),
26 paragraphs (1)through (5), and agrees that each other party may rely upon that
27 representation.
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1 (E) This Agreement is not conditioned upon the parties conducting the transactions
2 under it by electronic means and either party may sign this Agreement with an original
3 handwritten signature.
4 13.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
5 original, and all of which together constitute this Agreement.
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Securus Technologies, LLC. COUNTY OF FRESNO
3 t f
4 %
5 Alex Yeo, Chief Revenue and Product Officer Zal Q inter , Chairman of the Board of
4000 International Parkway of the County of Fresno
6 Carrolton,Texas 75007
Attest:
7 Bernice Seidel
ed a Clerk of the Board of Supervisors
8 BB County of Fresno, State of California
03/02/23
a��a/ & By: .��-,t f'K- I�,�P,?►
10 Deputy
11 For accounting use only:
12 Org No.: 34409999
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2
3 1. Contractor will provide the software, hardware, systems, and services (collectively, the
4 "Application(s)") to County as identified in the Schedule to this Agreement (the "Schedule"),
5 included in this Exhibit and incorporated herein by reference. The Applications include any
6 incremental upgrades, modifications, updates, and additions to existing features that Contractor
7 may implement in its discretion (the "Updates"). Subsidiaries or affiliates of the Contractor that
8 provide Applications are subcontractors and are the responsibility of the Contractor.
9 2. Contractor does not grant or otherwise convey any license or other ownership right in or
10 to the Applications or any technology, data, or intellectual property rights associated with the
11 Applications. Contractor grants County a personal, limited, non-exclusive, non-transferable
12 license (without the right to sublicense)to access and use the Applications solely as contemplated
13 by the Agreement(the"County License").
14 3. Contractor will provide the equipment, as identified below in paragraph 8, needed to
15 support the thirty-two required phones and other components in connection with SCP. Additional
16 equipment or applications will be installed only upon mutual agreement by the parties and may
17 incur additional charges.
18 4. Contractor approves of County's connection of the Applications to all County-identified
19 products identified to Contractor by the County and utilized by County. Contractor's non-approval
20 of any such products must be identified in writing and provided to the County in advance.
21 5. Ownership and Use of Certain Data Associated with the Applications. Unless otherwise
22 required by law or applicable end user license terms, County will own the recordings of
23 communications associated with the Applications (the "County Data"). During this Agreement
24 and for a reasonable period thereafter, Contractor will provide County with access to the County
25 Data. County grants Contractor a limited license to use the County Data for purposes of (i)
26 complying with the requests of officials at the Facility, (ii)disclosing information to requesting law
27 enforcement and correctional officials as they may require for investigative, penological or public
28 safety purposes, (iii) performing billing and collection functions, (iv) maintaining equipment,
A-1
Exhibit A
1 providing the services contemplated by this Agreement and quality control purposes; (v) research
2 and development of future services, and (vi) complying with applicable laws, regulations, or end
3 user license terms.
4 6. Third-Party Software. The deployment of certain features and functionalities within
5 Contractor's Applications which utilize third-party content or services may require a direct
6 agreement between County and the third party as a condition which must be fulfilled prior to
7 deployment. County's rights to use any such third-party software product will be limited by the
8 terms of the applicable EULA.
9 7. Contractor will provide service for the Applications as specified at
10 https://securustechnologies.tech/servicelevelagreement/.
11 8. List of Contractor Provided Equipment and Services
12 10416 FORTINET, NETWORK SECURITY APPLIANCE, FORTIGATE FG-100E 1
13 inc 3yr support
10418 FORTINET, 24 PORT L2/L3 NETWORK SWITCH, PoE+, 180 W, 1
14 FORTISWITCH FS-224E-POE inc 3 yr support
10210 ADTRAN, DUAL MOUNTING TRAY, 1700508F1 1
15 S1409A CABLE, FIBER, LC/LC 3MM 50/125 OM3 ,COMPULINK 2
16 #LCCLCCP50+D1 DUPLEX-2-LCLC-Z50RAT, 1 METER
90597 ADTRAN, 924, #42129241_1 (see part#90602) 2
17 K924 KIT, INSTALLATION, ADTRAN 924, REV5 2
18 K924HW KIT, HARDWARE INSTALLATION KIT, REV1 2
90598 BRACKET, 19', ADTRAN, 12009271_19 2
19 20011 USE 20011 DC, PHONE, 63-01-055, 7010, BLUE, 18 INCH HANDSET, 32
20 VOLUME CONTROL, MINI
10170 PHONE, 7010SS32DCEV-SJ, SS,63-01-100 WITH INSTALLED STEREO
21 PHONE JACK
20190 PHONE, BABY, TDD, PV 20, MINICOM 1
22 CS212 BACKBOARD, 63-63-025, 178AF 32
23 CS221 ADAPTER BACKPLATE, 63-63-003, 5010/7010 32
CS1034A CABLE, 1583A006U1000, PVC, CAT 5, 4 PAIR, NON PLENUM, 1585A 1
24 CS139A CABLE, CATSE, #1585AD15U, 1000 FEET,PLENUM
25 S1069 Miscellaneous Hardware and Fixtures 1,000
80179 APC SMX1500RM2UC ; 1500VA 120V; Smart-UPS 1
26 80181 APC AP9640 Network Mgt. Interface card 1
27 90567 SURGE SUPPRESSOR, #M4KSU, 4OUTLET 1
10158 PROTECTOR, ITW LINX, CAT6-LAN-RJ45, 644884 1
28 90450 TRIPP LITE DNET1 SURGE SUPPRESSOR, RJ45 TYPE, FOR DSL 1
AND ETHERNET
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Probation Department.
August 2022
SECURUS FINANCIAL OFFER
Securus has carefully designed a proposal to support Fresno County, the Fresno
County Probation Department and the juvenile Justice campus communication needs. The
solution is designed to provide all Fresno County Juveniles with equal access to
communications at no cost.
Securus will deliver this turnkey solution backed by over 35 years of experience in
serving law enforcement and corrections. Our dedicated project management team provides
a seamless transition, and our specialized dedicated support team will ensure that Fresno
County reaps all the benefits of its new system. We are committed to delivering all of the
hardware, software and supporting law enforcement tools within required timeframes, and
with the proper training to ensure all of the staff involved can utilize the most advanced
system available in the marketplace today, to help improve operations, provide no cost
communications and help keep communities safer.
Provided below is a summary highlighting the key solutions of our offer. Securus'
solution has included all of the software and hardware required to provide the telephone
service, as well as a number of advanced value-added options at NO Cost to Fresno County
or the Probation Department.
Inmate Phone System Financial Offer
POP-roduct/Service ffer#2
Securus NextGen Telephone Platform Access
County Cost
All Domestic Calls and Call Types per Month
(Inter/Intra Lata-Local&Long Distance)
$4,000.00
Securus NextGen Platform
Over 700 Available Features Included
Free Quarterly Upgrades
Secure Remote Access(anytime/anywhere access)
Interagency Investigative Information Sharing
Threads Data Analytics
Fraud Management System
Covert Alerts
Crime Tip System
Automated Information System
Inmate to Inmate Call Event Reporting(ICER)
Free Training
24/7/365 Technical and Family&Friends Support
and More.
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Closing
Securus has worked hard to develop an offer that fully serves the needs of the juvenile justice
Campus, Fresno County Probation Department, and its constituents. We are committed to
providing an offer that incorporates all o f t h e requirements while providing the required no
cost calling to your entire juvenile population and world class technology to automate
processes with dedicated regional and in state support to back it up. We recognize that Fresno
County may wish to propose modifications to our offers and we are willing to be flexible in any
and all negotiations to best support your operational goals today and going forward.
Securus respectfully requests the privilege of serving the Fresno County Probation
Department and the juvenile justice Campus and looks forward to building a long term,
mutually beneficial relationship for many years to come.
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Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5)Authorized Signature
Signature: Date:
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(C) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(D) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(E) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv)fraudulent instruction; (xvi)funds transfer fraud; (xvii)telephone fraud;
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Exhibit D
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2)the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(iv) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
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Exhibit D
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G) Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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