HomeMy WebLinkAboutAgreement A-16-427 with TOUCHPAY Payment Systems LP.pdf Agreeement No. 16-427
1 AGREEMENT
2
3 THIS AGREEMENT is made and entered into this1?tn day of July , 2016, by and between the
4 COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
5 "COUNTY", and TOUCHPAY Payment Systems, LP, a Texas limited partnership authorized to
6 conduct business in the state of California, whose address is 7801 Mesquite Bend Drive, Suite
7 101 Irving, Texas hereinafter referred to as "CONTRACTOR".
8 WHEREAS, COUNTY desires to provide an inmate money handling kiosk service for the
9 Fresno County Jail Facilities. The County desires a turnkey system and sought bids for the
10 provision of such services by issuing Request For Proposal ("RFP") 680-5426; and
11 WHEREAS, CONTRACTOR submitted a response to RFP 680-5426 and was the most
12 responsible respondent for the terms and conditions of RFP 680-5426.
13 NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions
14 hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties hereto agree as
15 follows:
16 1 . OBLIGATIONS OF THE CONTRACTOR
17 CONTRACTOR shall provide the below listed equipment and services pursuant to the
18 terms of RFP 680-5426 and CONTRACTOR's Response to RFP 680-5426, both of
19 which are incorporated herein by this reference:
20 A. Installation and Maintenance of Inmate Money Handling Kiosk Equipment
21 The CONTRACTOR will install and maintain a turn-key Inmate Money Handling
22 Kiosk system that automates initial deposits made at intake/booking, deposits made
23 by family and friends by several different methods, and withdrawals from inmate
24 accounts upon inmate release from custody, self-bail, and withdrawals requested by
25 inmate(s) family and friends and approved by the inmate. Contractor shall provide
26 several options for placing money on an inmate's account. Minimum options
27 include, but are not limited to, making: deposits in-person at lobby kiosk; deposits
28 via internet utilizing a web-based portal; and deposits over the telephone using an
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1 Interactive Voice Recognition (IVR). Contractor shall make daily deposits for the
2 total amount of money withdrawn from kiosks, via a web-based portal or IVR into the
3 COUNTY's Treasurer's account as determined by COUNTY's Auditor-
4 Controller/Treasurer-Tax Collector through Automated Clearing house (ACH)
5 transaction. The ACH transactions shall be identified by using the description
6 'Touchpay deposit for Sheriff Office'.
7
8 The system will operate via interface in real time with the County's Jail Inmate
9 Management Data System in order to update inmate money balances as various
10 deposit, withdrawal, and purchase transactions are made, and have a variety of
11 reporting capabilities. This system will also operate at no cost to the County and
12 minimal "industry standard" costs to the public, inmates'family and friends.
13
14 i. The CONTRACTOR will be required to install and maintain 7 Kiosks in the
15 following locations at no cost to the COUNTY.
16 Main Jail Pre-Booking Area (2) 1225 "M" Street, Fresno CA 93721
17 Main Jail Lobby (2) 1225 "M" Street, Fresno CA 93721
18 Main Jail ATM Lobby (1) 1225 "M" Street, Fresno CA 93721
19 South Jail Lobby (1) 2280 Fresno St., Fresno CA 93721
20 South Jail Attorney Lobby (1) 2280 Fresno St., Fresno CA 93721
21 North Jail Lobby (1) 1265 "M" Street, Fresno CA 93721
22
23 Additional locations may be required once the West Annex Jail opens, located
24 on the same County footprint/square as the Main and North Jail (the current
25 parking lot, or at other future needed locations).
26
27 The Main Jail pre-booking kiosks (two of them) shall be able to accept money
28 and change for the purpose of putting the funds on their books. They will not
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1 dispense money. Procedures are to be established to accept Release Cards
2 issued by Fresno County or other agencies that use the same vendor.
3
4 CONTRACTOR shall re-locate kiosks, as necessary to relieve congestion in the
5 jail lobby and booking areas, when requested by the COUNTY Contract
6 Administrator. This will be done at no cost to the County. The system must
7 meet American Disability Act (ADA) requirements.
8
9 ii. The CONTRACTOR shall be responsible for the installation and all ongoing
10 maintenance of all inmate kiosk system hardware and software at no cost to the
11 COUNTY. All repairs and issues arising after hours and on weekends shall be
12 reported through the CONTRACTOR'S after hour repair service.
13 iii. CONTRACTOR shall provide 24 hour service and repair upon request to
14 address critical malfunctions. A "critical Malfunction" is defined as any
15 malfunction (hardware or software) which does not allow for the acceptance of
16 funds at Booking or release of full funds at any kiosk. CONTRACTOR shall
17 respond to critical malfunctions as follows:
18 a. Provide a 24 hour number for reporting malfunctions.
19 b. During normal business hours (M-F, 8 am-5 pm), respond within 45 minutes
20 on site.
21 c. Outside of normal business hours, respond within 15 minutes by phone from
22 the time the 24 hour number is notified of the malfunction and within 1 hour
23 on site.
24 iv. CONTRACTOR shall provide a preventative maintenance plan to ensure that
25 all kiosks are fully operational at all times. CONTRACTOR'S technicians shall
26 respond to all requests for "non-critical malfunction" service regarding kiosks,
27 including all hardware and software, and promptly make appropriate repairs at
28 no cost to COUNTY, within five (5) days. A "non-critical" malfunction is defined
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1 as a malfunction of equipment which in and of itself does not render
2 inoperative a kiosk from performing it essential functions (i.e. dispensing,
3 receiving funds, or properly recording funds).
4 v. At its own expense, CONTRACTOR agrees to provide any additional
5 equipment, including, without limitation, cabling, wiring, and conduit as required
6 for the installation of additional kiosks as needed in all occupied detention
7 facilities, and include any future facilities. COUNTY will provide internal power
8 and data support stub-out within reasonable reach of equipment-
9 CONTRACTOR shall be responsible for connecting their equipment as
10 necessary to ensure its equipment operates pursuant to the terms of this
11 Agreement.
12 vi. Because CONTRACTOR'S technicians and subcontractors may be entering
13 secured areas of the facilities and the Sheriff's Office maintains a NO
14 HOSTAGE POLICY, technicians and subcontractors must complete and
15 satisfy the security background clearance requirements as determined by the
16 COUNTY in advance of beginning any work.
17 vii. CONTRACTOR shall designate one or more authorized representatives who
18 shall be the COUNTY'S point of contact. This person (s) shall have full
19 authority to bind CONTRACTOR with respect to all issues.
20 viii. CONTRACTOR shall bear all risk of loss of damage to the hardware.
21 ix. CONTRACTOR shall guarantee at all times that sufficient funding is available
22 for immediate release to inmates being released from custody and for other
23 types of money releases (bail, to friends and family, etc.), on a 24/7/365 day
24 basis.
25 B. Kiosk Specifications
26 Kiosks supplied by CONTRACTOR shall:
27 i. Be of rugged design, able to withstand harsh and destructive environments,
28 and must have a means of providing an emergency power back-up source with
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1 capacity of running up to 4 hours.
2 ii. Accept cash in $100, $50.00, $20.00, $10.00, $5.00 and $1.00 dollar and all
3 other applicable denominations for the purpose of depositing funds into an
4 inmates account and for the purpose of bail. Intake kiosk shall also accept
5 coins.
6 a) A countertop terminal will be provided in intake for those inmates who
7 return to custody with a Release Card issued by Fresno County or other
8 agencies that use the same vendor.
9 iii. CONTRACTOR will assume all liability for any counterfeit money accepted.
10 iv. Kiosks should accept all major credit cards and debit cards (Visa, MasterCard,
11 American Express, Discover, and any recognized bank credit and debit cards).
12 v. There shall be no cost to the inmate when money is returned to them upon
13 their release from custody, or when an inmate elects to release funds to a
14 person not in custody for the first transaction. Any additional release of funds
15 to persons not in custody may incur a service fee.
16 vi. Have a search system or capability that is able to find the in-custody status of
17 inmates by the identifying inmate Jail Identification number with automated,
18 self-service options. System will perform updates to inmate account balances
19 as transactions are processed, and shall have a documented automated back-
20 out process in the event an error is made on a transaction. The system will
21 not accept a deposit if an inmate is out of custody.
22 vii. System must be available in English and Spanish at a minimum. Other
23 languages will be provided upon request by the COUNTY Contract
24 Administrator. System must also meet all ADA requirements.
25 viii. CONTRACTOR must provide an integrated, real-time payment system for
26 every transaction.
27 ix. CONTRACTOR will provide a real time remote web-based reporting system
28 that will provide access only to its transactions for reporting purposes and will
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1 provide access at the agency level, facility level, and inmate-transaction level
2 to authorized personnel. For security, the user management and authorization
3 will be administered by the COUNTY and will allow unlimited simultaneous
4 users.
5 x. CONTRACTOR will guarantee accuracy of all deposits into the system and all
6 payments out of the system. CONTRACTOR will be responsible for any fraud
7 or counterfeit currency that is accepted into the system. All fraudulent
8 transactions that are attempted will be reported to COUNTY at a pre-
9 determined time period that COUNTY Contract Administrator chooses.
10 xi. Both Lobby and Intake Kiosks will take a photo (JPEG) of each depositor and
11 attach to each standard transaction record that can be printed or emailed from
12 the web-reporting system.
13 xii. Intake Kiosks will be programmed to dispense a minimum of two (2) traceable
14 receipts for all transactions. Each receipt, at a minimum, will include the date,
15 time, inmate's name, Jail Identification number, and money amount.
16 Depositors will not have the ability to see account balance.
17
18 C. Inmate Release/Funds
19 i. Funds returned to an individual upon release in the form of a debit card shall be
20 immediately available and the individual shall be able to convert the card to cash
21 at no cost or fees. With every release card issued, the first point of sale
22 transaction is free to the cardholder, enabling them to obtain access to their
23 funds at no cost or fees. CONTRACTOR will provide at no cost to the COUNTY
24 an ATM Machine in the Main Jail Lobby that provides this service.
25 CONTRACTOR's Kiosk Topper screens will be programmed to display the
26 nearest location(s) to use the release card at no cost and any information as
27 requested by the COUNTY.
28 ii. Services fees can only be assessed if the inmate being released from the facility
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i
1 takes the debit card instead of cashing out the debit card in the lobby at the
2 ATM/kiosk.
3 a. If an inmate is being released with funds over $300, they may fill out a form to
4 have a check mailed to them for the entire amount or
5 b. They may elect to take the $300 from the ATM/Kiosk and incur a service fee
6 only after 7 days following the initial withdrawal.
7 iii. Upon inmate's release, the debit card will not incur account maintenance fees
8 (no vendor fees) until 7 days after activation.
9
10 D. Additional System Specifications
11 i. CONTRACTOR shall provide several options for placing money on an inmate's
12 account. Minimum options include the lobby kiosks, deposit via the internet
13 utilizing a web-based portal, or over the telephone using an Interactive Voice
14 Recognition (IVR).
15 ii. There will be no costs associated with the initial cash funds that are deposited to
16 the inmate's trust account at the time of booking.
17 iii. CONTRACTOR will be responsible for all interface cost with Motorola. The cost
18 per interface is $15,500. Interface fees may be assessed with additional
19 platforms, such as phone systems, commissary system, etc. as the COUNTY
20 moves towards an integrated electronic system (PC web based and/or Android
21 based systems).
22 iv. CONTRACTOR will bear all risk of damage to kiosks, and any loss associated
23 with counterfeit monies.
24 v. The COUNTY makes no representation regarding the number of inmates who will
25 be housed in its Jail Facilities during the duration of this Agreement, nor does
26 COUNTY make any representation regarding the number of transactions that will
27 occur on the kiosks during the term of this Agreement. CONTRACTOR
28 understands and agrees that the number of inmates housed in the COUNTY's
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1 Jail Facilities may increase or decrease during the duration of this Agreement.
2 CONTRACTOR understands and agrees that increases or decreases in the
3 number of inmates housed in the Jail Facilities during the duration of this
4 Agreement, does not relieve the CONTRACTOR of any of its obligations under
5 this Agreement.
6 vi. CONTRACTOR shall provide any needed training at no charge to the COUNTY,
7 and information flyers or posters to the public, to outside agencies for initial
8 training upon installation and start-up, and additional instruction on an as need
9 basis thereafter.
10 vii. CONTRACTOR shall provide, in writing, to the COUNTY Contract Administrator,
11 customer service escalation and resolution procedures. Customers utilizing
12 telephonic deposit methods should be advised of the expected length of wait
13 time, which should be no more than 5 minutes. Upon request, CONTRACTOR
14 will be able to supply a report documenting service wait times_ Customers
15 utilizing Internet deposit services shall be provided printable, electronic
16 verification receipts.
17 viii. CONTRACTOR shall be responsible for all cash collection and bank transactions
18 associated with the kiosks.
19 ix. CONTRACTOR may propose additional methods or ideas not covered in this
20 contract (e.g. new technology, additional deposit methods etc.) These ideas will
21 be considered based on their feasibility, cost, and the impact it would have on
22 facility operations.
23 x. CONTRACTOR shall provide a method of creating reports by inmate or multiple
24 inmates for the purpose of investigation(s) by the COUNTY and full audit
25 capabilities.
26 A. CONTRACTOR shall maintain complete and accurate records with respect to
27 the services rendered and the cost incurred. All records shall be prepared in
28 accordance with generally accepted accounting procedures, shall be clearly
-8-
1 identified and shall be kept readily accessible.
2 xii. Upon request, CONTRACTOR shall make such records available to COUNTY
3 and maintain these records for a period of seven (7) years from contract
4 termination. The CONTRACTOR may provide an alternate solution whereby
5 they provide an electronic copy of the records to be given to the County upon the
6 expiration/termination of the contract.
7 xiii. CONTRACTOR shall refer all California Public Records Act requests to the
8 Sheriff's Office, and provide support to COUNTY to comply with California
9 Government Code Sections 26640, 26642, 22644, and 22646.
10 xiv. CONTRACTOR shall clearly publish all user fees associated with revenue
11 generation, including kiosk and remote load fees.
12 xv. CONTRACTOR shall comply with all applicable federal, state and local laws,
13 rules, regulations and ordinances.
14
15 E. TRANSACTION COSTS
16 i. Booking/Intake Kiosk— NO COST
17 ii. Release of Funds to Inmate — NO COST
18 iii. Release of Funds to Third Party— NO COST
19 iv. Inmate Commissary Purchases— NO COST
20 v. Trust/Commissary— For cash, credit/debit card, MoneyPak, and ACH
21 (Automated Clearing House) transactions onto an inmate's account for Trust
22 Commissary Deposits, CONTRACTOR will charge the Depositor a base fee as
23 follows;
24 Booking/intake:
25 --
Booking/Intake Deposits Transaction Fee
26
27 Any Amount No Cost
28 - -
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1
1 Release of funds to a third party:
2 — -
Release of Funds to a Third Party Transaction Fee
3
4 1s1 Transaction No Cost
5
After 1st Transaction No Cost
6 _
Inmate release from custody:
7
8 Inmate Release/Transfer Transaction Fee
10 Any Amount No Cost
11
Trust/Commissary Deposits:
12
Cash Deposits:
13
l
14 Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet
15
$0.00 -$20.00 $2.95 N/A N/A
16
17 $20.01 -$100.00 $3.95 N/A NIA
18 $100.01 - $300.00 $4.95 NIA N/A
19 -
20 Additional/Optional Fees*
21
None
22 -
23
24 *List all additional fees and/or charges. This includes any percentage based fees.
25
26 Credit/Debit Deposits:
27
Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet
28 _
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1 $0.00 - $20.00 $295 + 3.5% $295 + 3.5% $2.95 + 3.5%
2
3 $20.01 - $100.00 $3.95 + 3.5% $3.95 + 3.5% $3.95 + 3.5%
4 $100.01 - $300.00 $4.95 + 3.5% $4.95 + 3.5% $4.95 + 3.5%
5
Additional/Optional Fees* �
6
7 None
8
9
10 *List all additional fees and/or charges. This includes any percentage based fees.
11
12 Other Deposits (Legacy Phone):
13 Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet
14 -
15 $0.00 - $20.00 $3.00 $3.00 + 3.5% $3.00 + 3.5%
16 $20.01 - $100.00 $5.00 $5.00 + 3.5% $5.00 + 3.5%
17
$100.01 - $300.00 $6.00 $6.00 + 3.5% $6.00 + 3.5%
18
19 Additional/Optional Fees*
20 -
None
21
22
23 *List all additional fees and/or charges. This includes any percentage based fees.
24
25 Bail Deposits:
26 Cash Deposits.
27
i Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet
28
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I
$0.00 - $20.00 $5.00 N/A N/A
2
3 $20.01 - $100.00 $5.00 per$100 N/A N/A
4 $100.01 -$300.00 $5.00 per$100.00 N/A N/A
5
Additional/Optional Fees*
6
7 None
8 --
9
10 *List all additional fees and/or charges. This includes any percentage based fees.
11 Credit/Debit Deposits: Bail
12 Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet
13
14 $0.00 - $20.00 $5.00 + 6.5% $5.00 + 6.5% $5.00 + 6.5%
15 $20.01 - $100.00 $5.00 + 6.5% $5.00 + 6.5% $5.00 + 6.5%
16
$100.01 - $300.00 $5.00 + 6.5% $5.00 + 6.5% $5.00 + 6.5%
17
18 Additional/Optional Fees*
19
None
20 ----- -
21
22 *List all additional fees and/or charges_ This includes any percentage based fees.
23
24 F. REMOVAL OF EQUIPMENT
25 Upon the expiration or termination of this Agreement, CONTRACTOR, at no cost to
26 County, shall remove any and all equipment installed by CONTRACTOR during the term of
27 this Agreement. In the event that the removal of said equipment causes damage to
28 COUNTY property, CONTRACTOR shall promptly repair such damage.
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1 G. ADDITIONAL SERVICES.
2 If CONTRACTOR provides additional services under this Agreement, including, but not
3 limited to, Canned Messaging, Voice Alert, or Topper Advertising, such additional services
4 would need to be authorized by the parties pursuant to SECTION 7, "MODIFICATION," of
5 this Agreement.
6 2. OBLIGATIONS OF THE COUNTY
7 A. COUNTY grants CONTRACTOR authorization to install and maintain a turn-key Inmate
8 Money Handling Kiosk system for automated initial deposits made at intake/booking,
9 deposits made by family and friends by several different methods, and withdrawals from
10 inmate accounts upon inmate release from custody, self-bail and withdrawals requested
11 by inmate family and friends.
12 B. COUNTY will provide at no cost to the CONTRACTOR power and internet access to all
13 Kiosks installed in the facilities.
14 C_ COUNTY shall afford CONTRACTOR, its officers agents or contractors, reasonable
15 access to the Inmate Money Handling Kiosks to perform routine inspections and make
16 necessary repairs.
17 D. COUNTY agrees that all products, software and hardware located at the COUNTY'S
18 detention facilities by CONTRACTOR pursuant to this Agreement shall at all times
19 remain the property of CONTRACTOR.
20 E. COUNTY shall prefund an account designated by CONTRACTOR with Thirty-five
21 Thousand and no/100Dollars ($35,000.00). Such money shall come from COUNTY'S
22 Inmate Trust Fund. This account shall be used by CONTRACTOR solely for issuing
23 debit cards to released inmates. CONTRACTOR shall maintain this account as a
24 reserve and, on every Monday, provide COUNTY with a weekly summary of the
25 account that shall include, but not be limited to, the account balance, the number of
26 withdrawals and total dollar amount of said withdrawals; and detail for each withdrawal.
27 Based on the weekly summary report, COUNTY will replenish the prefund account with
28 the total dollar amount of withdrawals from the previous week made by
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1 CONTRACTOR. COUNTY shall have the right to inspect and review the account at
2 any time for any reason. Within 30 days of termination of this Agreement,
3 CONTRACTOR shall refund the remaining balance of the account to COUNTY.
4 CONTRACTOR shall be liable for any portion of the Thirty-five Thousand and No/100's
5 Dollars (35,000.00) prefund deposit not refunded to COUNTY and shall be responsible
6 for refunding such money to COUNTY within 30 days.
7 F. COUNTY will appoint a Contract Administrator. The Contract Administrator will be the
8 Jail Programs & Services Bureau Captain.
9 3. TERM
10 The term of this Agreement shall be for a period of three (3) years, commencing on May 1,
11 2016 through and including April 30, 2019. This Agreement may be extended for two (2)
12 additional consecutive twelve (12) month periods upon written approval of both parties no
13 later than thirty (30) days prior to the first day of the next twelve (12) month extension
14 period. The Sheriff-Coroner or his or her designee is authorized to execute such written
15 approval on behalf of COUNTY based on CONTRACTOR'S satisfactory performance.
16 4. TERMINATION
17 A. Non-Allocation of Funds —The terms of this agreement, and the services to be provided
18 thereunder, are contingent on the approval of funds by the appropriating government
19 agency. Should sufficient funds not be allocated, the services provided may be
20 mollified, or this Agreement terminated, at any time by giving the CONTRACTOR thirty
21 (30) days advance written notice.
22 B. Breach of Contract—The COUNTY may immediately suspend or terminate this
23 agreement in whole or in part, where in the determination of the COUNTY there is:
24 1. An illegal or improper use of funds;
25 2. A failure to comply with any term of this Agreement
26 3. A substantially incorrect or incomplete report submitted to the COUNTY;
27 4. Improperly performed service.
28 C. Without Cause — Under circumstances other than those set forth above, this Agreement
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1 may be terminated by COUNTY upon the giving of thirty (30) days advance written
2 notice of an intention to terminate to CONTRACTOR.
3 5. COMPENSATION/INVOICING: There will be no compensation paid to the
4 CONTRACTOR by the COUNTY. There will be no revenue share to COUNTY on charges
5 collected by CONTRACTOR on deposits or on Topper screen displays. It is understood
6 that all expenses incidental to CONTRACTOR'S performance of services under this
7 Agreement shall be borne by CONTRACTOR.
8 6. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
9 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed
10 that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents,
11 subcontractors, and employees will at all times be acting and performing as an
12 independent contractor, and shall act in an independent capacity and not as an officer,
13 agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
14 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
15 method by which CONTRACTOR shall perform its work and function. However, COUNTY
16 shall retain the right to administer this Agreement so as to verify that CONTRACTOR is
17 performing its obligations in accordance with the terms and conditions thereof.
18
19 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
20 rules and regulations, if any, of governmental authorities having jurisdiction over matters
21 the subject thereof.
22
23 Because of its status as an independent contractor, CONTRACTOR shall have absolutely
24 no right to employment rights and benefits available to COUNTY employees.
25 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
26 employees all legally-required employee benefits. In addition, CONTRACTOR shall be
27 solely responsible and save COUNTY harmless from all matters relating to payment of
28 CONTRACTOR'S employees, including compliance with Social Security withholding and all
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1 other regulations governing such matters. It is acknowledged that during the term of this
2 Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY
3 or to this Agreement.
4 7. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
5 written consent of all the parties without, in any way, affecting the remainder.
6 8. NON-ASSIGNMENT: Neither party shell assign, transfer or sub-contract this Agreement
7 nor their rights or duties under this Agreement without the prior written consent of the other
8 party.
9 9. SUBCONTRACTORS: Notwithstanding the provisions of SECTION 8, "NON-
10 ASSIGNMENT," of this Agreement, the parties agree that CONTRACTOR may sub-
11 contract with Stored Value Cards, Incorporated d/b/a Numi Financial, a California
12 Corporation whose place of business is 1901 Camino Vida Roble, Suite#100 Carlsbad, CA
13 92008 to provide Prestige Prepaid MasterCard Program services CONTRACTOR is to
14 provide to this Agreement. Specifically, Numi Financial shall issue the debit cards released
15 to inmates discussed under Section 1 "OBLIGATIONS OF THE CONTRACTOR,"
16 Paragraph C-I, of this Agreement. COUNTY shall not be responsible for making payments
17 to Numi Financial for costs. Incurred in performance of said services. CONTRACTOR
18 shall be responsible for ensuring Numi Financial maintains in full force and effect, at all
19 times it provides services, the insurance policies or a program of self-insurance as set forth
20 in Section 11, "1NSURANCE," of this Agreement. CONTRACTOR shall be responsible for
21 ensuring performance of said services by Numi Financial conforms to the terms of this
22 Agreement.
23 10. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
24 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any
25 and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting
26 to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR,
27 its officers, agents, subcontractors, or employees under this Agreement, and from any and
28 all costs and expenses, including Attorney's fees and Court costs, damages, liabilities,
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1 claims, and losses occurring or resulting to any person, firm, or corporation who may be
2 injured or damaged by the performance, or failure to perform, of CONTRACTOR, its
3 officers, agents, subcontractors, or employees under this Agreement.
4 11. INSURANCE
5 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
6 third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
7 following insurance policies or a program of self-insurance throughout the term of the
8 Agreement:
9 A. Commercial General Liability
10 Commercial General Liability Insurance with limits of not less than One Million Dollars
11 ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
12 ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may
13 require specific coverages including completed operations, products liability, contractual
14 liability, Explosion-Collapse-Underground, fire legal liability or any other liability
15 insurance deemed necessary because of the nature of this contract.
16 B. Automobile Liabilit
17 Comprehensive Automobile Liability Insurance with limits for bodily injury of not less
18 than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
19 Thousand Dollars ($500,000.00) per accident and for property damages of not less than
20 Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit of
21 Five Hundred Thousand Dollars ($500,000.00). Coverage should include owned and
22 non-owned vehicles used in connection with this Agreement.
23 C. Professional Liability
24 If CONTRACTOR employs licensed professional staff, (e.g_, Ph.D_, R.N., L.C.S.W.,
25 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less
26 than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars
27 ($3,000,000.00) annual aggregate.
28
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1 D. Worker's Compensation
2 A policy of Worker's Compensation insurance as may be required by the California
3 Labor Code.
4
5 E. Fidelity Bond/Crime Bond/Crime Insurance
6 CONTRACTOR shall maintain during the term of this agreement a Fidelity Bond or Crime
7 Bond /Insurance naming COUNTY as obigee or additional insured. The Bond is to be not
8 less than ONE HUNDRED THOUSAND DOLLARS ($100,000.00). The issuing Surety
9 shall be licensed to conduct business in the State of California and be acceptable to either
10 the director of Public Works & Planning or his designee or the County's Risk manager.
11
12 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
13 naming the County of Fresno, its officers, agents, and employees, individually and
14 collectively, as additional insured, but only insofar as the operations under this Agreement
15 are concerned. Such coverage for additional insured shall apply as primary insurance and
16 any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and
17 employees shall be excess only and not contributing with insurance provided under
18 CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
19 a minimum of thirty (30) days advance written notice given to COUNTY.
20
21 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
22 CONTRACTOR shall provide certificates of insurance and endorsement as stated above
23 for all of the foregoing policies, as required herein, to the County of Fresno, Jail Programs
24 & Services Bureau Captain, 2200 Fresno Street, Fresno, California 93721, stating that
25 such insurance coverage have been obtained and are in full force; that the County of
26 Fresno, its officers, agents and employees will not be responsible for any premiums on the
27 policies; that such Commercial General Liability insurance names the County of Fresno, its
28 officers, agents and employees, individually and collectively, as additional insured, but only
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1 insofar as the operations under this Agreement are concerned; that such coverage for
2 additional insured shall apply as primary insurance and any other insurance, or
3 self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
4 excess only and not contributing with insurance provided under CONTRACTOR's policies
5 herein; and that this insurance shall not be cancelled or changed without a minimum of
6 thirty (30) days advance, written notice given to COUNTY.
7
8 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
9 provided, the COUNTY may, in addition to other remedies it may have, suspend or
10 terminate this Agreement upon the occurrence of such event.
11 All policies shall be issued by admitted insurers licensed to do business in the State of
12 California, and such insurance shall be purchased from companies possessing a current
13 A.M. Best, Inc. rating of A FSC VII or better.
14 12. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
15 hours, and as often as the COUNTY may deem necessary, make available to the
16 COUNTY for examination all of its records and data with respect to the matters covered by
17 this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the
18 COUNTY to audit and inspect all of such records and data necessary to ensure
19 1. CONTRACTOR'S compliance with the terms of this Agreement.
20 13. NOTICES: The persons and their addresses having authority to give and receive notices
21 under this Agreement include the following:
22 COUNTY CONTRACTOR
COUNTY OF FRESNO SHERIFF TouchPav Holdings, LP
23 2200 Fresno Street 7801 Mesquite Bend Dr. Suite 101
24 Fresno, CA 93721 Irving, TX
Attention; Business Manager Attention: Dan Burgess Partner/Manager
25
Any and all notices between the COUNTY and the CONTRACTOR provided for or
26
permitted under this Agreement or by law shall be in writing and shall be deemed duly
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served when personally delivered to one of the parties, or in lieu of such personal services,
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1 when deposited in the United States Mail, postage prepaid, addressed to such party.
2 14. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
3 only be in Fresno County, California.
4 The rights and obligations of the parties and all interpretation and performance of this
5 Agreement shall be governed in all respects by the laws of the State of California.
6 15. DISCLOSURE OF SELF-DEALING TRANSACTIONS
7 This provision is only applicable if the CONTRACTOR is operating as a corporation (a
8 for-profit or non-profit corporation) or if during the term of the agreement, the
9 CONTRACTOR changes its status to operate as a corporation.
10
11 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
12 transactions that they are a party to while CONTRACTOR is providing goods or
13 performing services under this agreement. A self-dealing transaction shall mean a
14 transaction to which the CONTRACTOR is a party and in which one or more of its
15 directors has a material financial interest. Members of the Board of Directors shall
16 disclose any self-dealing transactions that they are a party to by completing and signing
17 a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and
18 incorporated herein by reference, and submitting it to the COUNTY prior to commencing
19 with the self-dealing transaction or immediately thereafter.
20
21 16. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
22 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all
23 previous Agreement negotiations, proposals, commitments, writings, advertisements,
24 publications, and understanding of any nature whatsoever unless expressly included in this
25 Agreement. In the event of any inconsistency in interpreting the documents which
26 constitute this Agreement, the inconsistency shall be resolved by giving precedence in the
27 following order of priority: (1) the text of this Agreement (excluding the County's RFP No.
28 680-5426; and the CONTRACTOR'S Proposal in response thereto), (2) the
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1 CONTRACTOR'S proposal made in response to COUNTY'S RFP NO. 680-5426; and(3)
2 the COUNT CS RFP No. 680-5426.
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I IN WITNESS WHEREOF, the parties hereto have executed
2 this Agreement as of the day and year first hereinabove written.
3 UCHPAY DINGS, LP COUNTY OF FRESNO
a 4 �
Dan BurgkssErnest Buddy Mende , Chairman, Board of
5 Partner/Manager Supervisors
ATTEST:
PN57Narrle &Title BERNICE E.SEIDEL,Clerk
7 7 9 C9 'ri Z � Board of Supervisors
aa
8 �—-Q L)1 !� j 1C / �� 3 By �y SaA-, L jDeputy'
Mailing Addre
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10 DATE: DATE: k,14 I A, a.O 1 LIP
11 REVIEWED& RECOMMENDED FOR PPROVAL
12
ar im Sheriff-Coroner
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14 APPROVED AS TO ACCOUNTING FORM
15 1 l Y g.L is ,
Vicki Crow PA, /Auditor oHerlTreasurer--Tax
16 Collector
17
;D;i#C
OVED AS TO LEGAL FORM
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19 . a erborg, Counrol
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23 FOR ACCOUNTING USE ONLY:
,fUrip;: .2250
24 gUBCLASS: 33410
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