HomeMy WebLinkAboutAgreement A-23-357 with the Superior Court of California.pdf Agreement No. 23-357
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated July 18, 2023 and is between
3 the Superior Court of California, County of Fresno, an entity of the California Judicial Branch
4 organized under Article VI of the California Constitution, whose address is 1100 Van Ness,
5 Fresno, CA 93724-0002 ("Court"), and the County of Fresno, a political subdivision of the State
6 of California ("County").
7 Recitals
8 WHEREAS, the Court provides various County departments, as provided in Exhibit A,
9 attached and incorporated by this reference, Odyssey system access, door access, Wi-Fi
10 usage, badges, and printer usage; and
11 WHEREAS, the Court began charging County departments access to their Odyssey
12 system for logons, door access, Wi-Fi usage, and badges through Agreement No. 18-416
13 and added printer charges for the Probation Department through Amendment No. 18-416.1;
14 and
15 WHEREAS, the Court's Odyssey system is a case management system that County
16 departments utilize to access case types including criminal, civil, probate, family, and
17 juvenile cases; and
18 WHEREAS, the County desires to continue to use the Odyssey system, door access,
19 Wi-Fi usage, badges, and Printer, and to compensate Court for such usage according to the
20 terms of this Agreement.
21 The parties therefore agree as follows:
22
23 Article 1
24 Court's Services
25 1.1 Scope of Services. The Court shall perform all of the services provided as follows:
26 A. Provide log-on access to the COURT'S Odyssey system;
27 B. Provide door access;
28 C. Provide Wi-Fi usage;
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1 D. Provide COURT-issued badges as needed; and
2 E. Provide Probation Department printer access and usage as applicable.
3 1.2 Representation. The Court represents that it is qualified, ready, willing, and able to
4 perform all of the services provided in this Agreement.
5 1.3 Compliance with Laws. The Court shall, at its own cost, comply with all applicable
6 federal, state, and local laws and regulations in the performance of its obligations under this
7 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
8 and regulations.
9 Article 2
10 County's Responsibilities
11 2.1 The County shall notify the COURT of any requests to deactivate a badge or
12 Odyssey ID/log immediately or within three (3) business days of the change. The County is
13 obligated to continue to pay until notice is received from the Court that the badge or Odyssey
14 ID/login has been deactivated.
15 2.2 COUNTY shall only access Odyssey for County work-related purposes.
16 Article 3
17 Compensation, Invoices, and Payments
18 3.1 The County agrees to pay, and the Court agrees to receive, compensation for the
19 performance of its services under this Agreement as described in Exhibit A to this Agreement,
20 attached and incorporated by this reference. Annual increases to the rates in Exhibit A will be
21 provided to the County and shall not exceed 20% of the previous year's rates.
22 3.2 Maximum Compensation. The maximum compensation payable to the Court under
23 this Agreement is one hundred twenty thousand dollars ($120,000) per year. The total
24 compensation payable for the potential five-year term of this Agreement shall not exceed six
25 hundred thousand dollars ($600,000). The Court acknowledges that the County is a local
26 government entity and does so with notice that the County's powers are limited by the California
27 Constitution and by State law, and with notice that the Court may receive compensation under
28 this Agreement only for services performed according to the terms of this Agreement and while
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1 this Agreement is in effect, and subject to the maximum amount payable under this section. The
2 Court further acknowledges that County employees have no authority to pay the Court except
3 as expressly provided in this Agreement.
4 3.3 Invoices. The Court shall submit monthly invoices to the listed Departments, within
5 Exhibit B, Point of Contact. The Court shall submit each invoice within 60 days after the month
6 in which the Court performs services and in any case within 60 days after the end of the term or
7 termination of this Agreement.
8 3.4 Payment. The County shall pay each correctly completed and timely submitted
9 invoice within 45 days after receipt. The County shall remit any payment to the Court's address
10 specified on the invoice.
11 3.5 Incidental Expenses. The Court is solely responsible for all of its costs and
12 expenses that are not specified as payable by the County under this Agreement.
13 Article 4
14 Term of Agreement
15 4.1 Term. This Agreement is effective on August 1, 2023 and terminates on July 31,
16 2026 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
17 below.
18 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
19 year periods only upon written approval of both parties at least 30 days before the first day of
20 the next one-year extension period. The CAO or his or her designee is authorized to sign the
21 written approval on behalf of the County based on the Court's satisfactory performance. The
22 extension of this Agreement by the County is not a waiver or compromise of any default or
23 breach of this Agreement by the Court existing at the time of the extension whether or not
24 known to the County.
25 Article 5
26 Notices
27 5.1 Contact Information. The persons and their addresses having authority to give and
28 receive notices provided for or permitted under this Agreement include the following:
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For the County:
2 County Administrative Officer
County of Fresno
3 2281 Tulare Street, Room 304
Fresno, CA 93721
4 Email: caocourtappointedclaims@fresnocountyca.gov
Fax: 559-600-1230
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For the Court:
6 Court Executive Officer
Superior Court of California
7 1100 Van Ness
Fresno, CA 93274
8 Email: dannino@fresno.courts.ca.gov
Fax: 559-457-2035
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10 5.2 Change of Contact Information. Either party may change the information in section
11 5.1 by giving notice as provided in section 5.3.
12 5.3 Method of Delivery. Each notice between the County and the Court provided for or
13 permitted under this Agreement must be in writing, state that it is a notice provided under this
14 Agreement, and be delivered either by personal service, by first-class United States mail, by an
15 overnight commercial courier service, by telephonic facsimile transmission, or by Portable
16 Document Format (PDF) document attached to an email.
17 (A) A notice delivered by personal service is effective upon service to the recipient.
18 (B) A notice delivered by first-class United States mail is effective three Court
19 business days after deposit in the United States mail, postage prepaid, addressed to the
20 recipient.
21 (C)A notice delivered by an overnight commercial courier service is effective one
22 Court business day after deposit with the overnight commercial courier service, delivery
23 fees prepaid, with delivery instructions given for next day delivery, addressed to the
24 recipient.
25 (D)A notice delivered by telephonic facsimile transmission or by PDF document
26 attached to an email is effective when transmission to the recipient is completed (but, if
27 such transmission is completed outside of Court business hours, then such delivery is
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1 deemed to be effective at the next beginning of a Court business day), provided that the
2 sender maintains a machine record of the completed transmission.
3 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
4 nothing in this Agreement establishes, waives, or modifies any claims presentation
5 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
6 of Title 1 of the Government Code, beginning with section 810).
7 Article 6
8 Termination and Suspension
9 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
10 contingent on the approval of funds by the appropriating government agency. If sufficient funds
11 are not allocated, then the County, upon at least 30 days' advance written notice to the Court,
12 may:
13 (A) Modify the services provided by the Court under this Agreement; or
14 (B) Terminate this Agreement.
15 6.2 Termination for Breach.
16 (A) Upon determining that a breach (as defined in paragraph (C) below) has
17 occurred, either party may give written notice of the breach to the other party. The
18 written notice may suspend performance under this Agreement, and must provide at
19 least 30 days for cure of the breach.
20 (B) Failure to cure the breach within the time stated in the written notice, may
21 terminate this Agreement immediately.
22 (C) For purposes of this section, a breach occurs when, either party has:
23 (1) Obtained or used funds illegally or improperly;
24 (2) Failed to comply with any part of this Agreement;
25 (3) Submitted a substantially incorrect or incomplete report; or
26 (4) Improperly performed any of its obligations under this Agreement.
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1 6.3 Termination without Cause. In circumstances other than those set forth above,
2 either party may terminate this Agreement by giving at least 30 days advance written notice to
3 the other party.
4 6.4 No Penalty or Further Obligation. Any termination of this Agreement by either
5 party under this Article 6 is without penalty to or further obligation of the other party.
6 6.5 County's Rights upon Termination. Upon termination for breach under this Article
7 6, the County may demand repayment by the Court of any monies disbursed to the Court under
8 this Agreement that, if agreed to by Court, were not expended in compliance with this
9 Agreement. The Court shall refund all such monies within a reasonable amount of time. This
10 section survives the termination of this Agreement.
11 Article 7
12 Independent Contractor
13 7.1 Status. In performing under this Agreement, the Court, including its officers, agents,
14 employees, and volunteers, is at all times acting and performing as an independent contractor,
15 in an independent capacity, and not as an officer, agent, servant, employee, joint venturer,
16 partner, or associate of the County.
17 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
18 manner or method of the Court's performance under this Agreement, but the County may verify
19 that the Court is performing according to the terms of this Agreement.
20 7.3 Benefits. Because of its status as an independent contractor, the Court has no right
21 to employment rights or benefits available to County employees. The Court is solely responsible
22 for providing to its own employees all employee benefits required by law. The Court shall save
23 the County harmless from all matters relating to the payment of Court's employees, including
24 compliance with Social Security withholding and all related regulations.
25 7.4 Services to Others. The parties acknowledge that, during the term of this
26 Agreement, the Court may provide services to others unrelated to the County.
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1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Court shall indemnify and hold harmless and defend the County
4 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
5 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
6 any kind to the County, the Court, or any third party that arise from or relate to the performance
7 or failure to perform by the Court (or any of its officers, agents, subcontractors, or employees)
8 under this Agreement. The County may conduct or participate in its own defense without
9 affecting the Court's obligation to indemnify and hold harmless or defend the County.
10 The County shall indemnify and hold harmless and defend the Court (including its officers,
11 agents, employees, and volunteers) against all claims, demands, injuries, damages, costs,
12 expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the
13 Court, the County, or any third party that arise from or relate to the performance or failure to
14 perform by the County (or any of its officers, agents, subcontractors, or employees) under this
15 Agreement. The Court may conduct or participate in its own defense without affecting the
16 County's obligation to indemnify and hold harmless or defend the Court.
17 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
18 Article 9
19 Reserved.
20 Article 10
21 Inspections, Audits, and Public Records
22 10.1 Inspection of Documents. The Court shall make available to the County, and the
23 County may examine during Court business hours any records and data the Court deems
24 appropriate with respect to the matters covered by this Agreement, excluding attorney-client
25 privileged communications. The Court shall, upon request by the County, permit the County to
26 audit and inspect all of such records and data to ensure the Court's compliance with the terms
27 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, both parties are 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. This Agreement, and any record or data that either party provides,
7 is subject to public disclosure under:
8 (A) the Ralph M. Brown Act (California Government Code, Title 5, Division 2, Part 1,
9 Chapter 9, beginning with section 54950).
10 (B) the California Public Records Act (California Government Code, Title 1, Division
11 10, beginning with section 7920.000) ("CPRA").
12 (C) information concerning the conduct of the people's business of the State of
13 California under California Constitution, Article 1, section 3, subdivision (b).
14 (D)Any marking of confidentiality or restricted access upon or otherwise made with
15 respect to any record or data shall be disregarded and have no effect on either party's
16 right or duty to disclose to the public or governmental agency any such record or data.
17 10.4 Public Records Act Requests. If the County receives a written or oral request
18 under the CPRA to publicly disclose any record that is in the Court's possession or control, and
19 which the County has a right, under any provision of this Agreement or applicable law, to
20 possess or control, then the County may request, in writing, that the Court deliver to the County,
21 for purposes of public disclosure, the requested records that may be in the possession or
22 control of the Court. Within a reasonable amount of time after the County's request, the Court
23 shall (a) deliver to the County all of the requested records that are in the Court's possession or
24 control, together with a written statement that the Court, after conducting a diligent search, has
25 produced all requested records that are in the Court's possession or control, or (b) provide to
26 the County a written statement that the Court, after conducting a diligent search, does not
27 possess or control any of the requested records. The Court shall cooperate with the County with
28 respect to any County request for such records. If the Court wishes to assert that any specific
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1 record or data is exempt from disclosure under the CPRA or other applicable law, it must assert
2 the exemption by citation to specific legal authority within the written statement that it provides
3 to the County under this section.
4 Article 11
5 General Terms
6 11.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
7 Agreement may not be modified, and no waiver is effective, except by written agreement signed
8 by both parties. Both parties acknowledge that no County or Court employees have the
9 authority to modify this Agreement except as expressly provided in this Agreement.
10 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 11.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. Parties consent to California jurisdiction for actions arising from or related to
16 this Agreement, and, subject to the Government Claims Act, all such actions must be brought
17 and maintained in Fresno County.
18 11.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, the language of this Agreement shall be interpreted as to its fair meaning and not
21 strictly for or against either party.
22 11.6 Days. Unless otherwise specified, "days" means calendar days.
23 11.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 11.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
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1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 11.9 Nondiscrimination. During the performance of this Agreement, the parties shall not
4 unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 11.10 No Waiver. Payment, waiver, or discharge by either party of any liability or obligation
10 under this Agreement on any one or more occasions is not a waiver of performance of any
11 continuing or other obligation and does not prohibit enforcement of any obligation on any other
12 occasion.
13 11.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Court and the County with respect to the subject matter of this Agreement, and it
15 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 11.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 11.13 Authorized Signature. The Court represents and warrants to the County that:
24 (A) The Court is duly authorized and empowered to sign and perform its obligations
25 under this Agreement.
26 (B) The individual signing this Agreement on behalf of the Court is duly authorized to
27 do so and his or her signature on this Agreement legally binds the Court to the terms of
28 this Agreement.
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1 11.14 Counterparts. This Agreement may be signed in counterparts, each of which is an
2 original, and all of which together constitute this Agreement.
3 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
SUPERIOR COURT OF CALIFORNIA COUNTY OF FRESNO
3 COUNTY OF FRESNO
5 r Sa Oui to o, Ch irman of the Board of
David C. Kalemkarian, Presiding Judge Su . or a County of Fresno
6
1100 Van Ness Attest:
7 Fresno, CA 93274 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 By: - -
10 Deputy
11 For accounting use only:
12 Org No.:
Account No.:
13 Fund No.:
Subclass No.:
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Exhibit A
FY 2023-24 Court Charges for Services
Approved by Courts 7/1/23
COURT CHARGES FOR SERVICES
(Effective-July 1,2023)
Monthly/per unit Alonthlylper unit AfontMP/per unit Est.Monthly
Service Description Revised Fee Approve Fee Current Fee Charges Stats/Info Notes-Change in rate information %change
CMS Loe-On
Enhanced access to Odyssey Case Management System 57.06 $7.06 $6.86 $6,051 Monthly charge Rate increase dne to staffsteps,C'OLA's and CUS
(C'onnty/Jusrrce ParbtersiAuorneys) per CMS user staf�mir/time perjornnngJiutcnats. 2.92
Charge for Court door access(County Depts.below)
Door Access Rate Probation-96 doors in&out $5.32 $5.32 $6.30 $1,046 Monthly access Rate decrease due to removal ojl%acililyMgrDir
charge per door from role calculation.
DCSS-5 doors one-way 1 -15.56
Access to enhanced Court Wi-Fl network Flat rate Charge
Wi-FiUsage (C'o"ntyDepts only) *$618 **$1.77 $1.76 $2,472 per agency(4 Rate increasejorsrajjsteps/COLA'sfor/Tsta/J`
agencies)
Badees Charge for new and replacement Court Badges g20.30 $20.30 $17.30 N/A Per badge charge Rare increase./or sra(fsveps/C'OLA s for
(C'o"nly Depts./C.'ourt Vendors) Facilities staff.
17.34
Courtroom Printers Access to courtroom printers as needed $124.80 S124.80 $124.80 S125 Per copy charge Pages bared at Probation Depl.protection of
(Probation Depl.only) ".cage.
Estimated Total Monthly Charge S9,694
Approved by: OIL,
Il
Dawn Annino,Court Executive Officer David Kalemkarian,Presiding Judge
s�3I/ 2.3 6N7'°L3
Date: Date:
*$618 flat rate/mo.based on NSA III cost study
**$1.77 per 10 M8 per user
Exhibit B
County Department Odyssey User List
Billing Org and Account
County Department Org Account
Fresno County Auditor-Controller/Treasurer-Tax Collector 104101100 7295
Fresno County Counsel's Office I 0710 72951
Fresno County Department of Behavioral Health-Public Guardian 156302005 72951
'Fresno County Department of Child Support Services 1 5110 72951
Fresno County Department of Social Services 156107001 72951
(Fresno County District Attorney-Public Administrator I 2860 72951
Fresno County Probation 134309999 72951
(Fresno County Public Defender 128809999 72951