HomeMy WebLinkAboutAgreement A-15-047 with Legacy Inmate Communications.pdf1
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AGREEMENT NO . 15-047
AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of January, 2015, by and
4 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
5 referred to as "COUNTY", and LEGACY INMATE COMMUNICATIONS whose address is 10833
6 VALLEY VIEW STREET, SUITE 150, CYPRESS, CA 90630, hereinafter referred to as
7 "CONTRACTOR".
WITNESSETH 8
9 WHEREAS, COUNTY desires to provide local, lntraLATA (calls within a local
10 Access and Transport), lnterLATA (calls that cross Local Access and Transport Area
11 boundaries) and interstate telephone service to inmates incarcerated in COUNTY detention
12 facilities and Victim Notification service to victims of inmates incarcerated in COUNTY detention
13 facilities (cumulatively referred to as "the Services"), and sought bids for the provision of the
14 Services by issuing Request For Proposal ("RFP") 915-5281; and
15 WHEREAS, CONTRACTOR submitted a response to RFP 915-5281and was
16 determined to be the most responsible respondent by the COUNTY; and
17 WHEREAS, California Penal Code Section 4025(d) provides that there shall be
18 deposited in the Inmate Welfare Fund any money, refund, rebate, or commission received from
19 a telephone company when the money, refund, rebate or commission is attributable to the use
20 of pay telephones which are primarily used by inmates while incarcerated.
21 NOW, THEREFORE, IT IS AGREED by the parties hereto as follows:
22 1. OBLIGATIONS OF THE CONTRACTOR
23 CONTRACTOR shall provide the below listed equipment and services
24 pursuant to the terms of RFP 915-5281 and CONTRACTOR's Response to
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RFP, which are both incorporated herein by this reference:
A. Installation and Maintenance of Inmate Telephone Equipment
The CONTRACTOR is required to install and maintain a turn-key
telephone system for inmate use and other appurtenances (key pad for
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visiting phones) within the COUNTY'S detention facilities . The system to
be installed by CONTRACTOR shall also include a video phone and
software visitation system, which shall consist of a minimum of one video
phone on a rolling cart . The system must be of an open architecture to
allow ease of integration with existing or future systems that operate on
either PC based networks , mainframes , or other platforms . The contractor
must provide documentation as to the compatibility of their system . The
system must meet Americans Disability Act (ADA) requirements and Title
15 and Title 24 of the California Code of Regulations.
i. CONTRACTOR shall be responsible for all ongoing maintenance
of all inmate telephone/video system hardware and software at
no cost to COUNTY. All repairs and issues arising after hours
and on weekends shall be reported through CONTRACTOR's
after hours repair service and/or on-site technician 's phone
number.
ii. The video phone and software visitation system shall be installed
and operational within 30 days of the effective date of this
Agreement. CONTRACTOR shall train COUNTY staff on the
operation and use of this system within 30 days of the effective
date of this Agreement.
iii. CONTRACTOR shall provide a technician who shall be on-call
24 hours a day , seven days a week , and shall respond to all
service requests within the escalation plan as stated in
CONTRACTOR's Response to RFP 915-5281, pages 69-70.
iv. CONTRACTOR's technicians shall monthly inspect all inmate
telephones/video stations to ensure that all are fully operational.
CONTRACTOR 's technicians shall respond to all requests for
service regarding inmate telephones/video stations, including all
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hardware and software, and promptly make appropriate repairs
at no cost to COUNTY.
v . CONTRACTOR's technicians must complete and satisfy the
security clearance requirements of COUNTY's Sheriff's
Department.
vi. At its own expense , CONTRACTOR agrees to provide any
additional equipment, including, without limitation, cabling,
wiring , and conduit as required for the installation of additional
inmate telephones in COUNTY's detention facilities.
vii. CONTRACTOR shall designate one or more authorized
representatives who shall be the COUNTY'S point of contact.
This person(s) shall have full authority to bind CONTRACTOR
with respect to all issues.
viii. CONTRACTOR shall immediately notify the COUNTY'S
designated contacts whenever any portion of the system is "out
of service" and provide information about length of down time.
CONTRACTOR shall also notify the COUNTY when the system
resumes operations.
B . O+lnterLATA Phone Service
CONTRACTOR shall install and provide "0+" lnterLATA and Interstate
Telephone Service for inmate use within the COUNTY'S detention
facilities. CONTRACTOR'S provision of these services shall be at its sole
cost and expense. CONTRACTOR shall maintain lnterLATA and Interstate
inmate telephone services at all times . All repair work shall be done in
such a manner as to minimize the disruption of telephone service and
assure the integrity of the facility security at all times. CONTRACTOR shall
assume all costs associated with providing lnterLATA and Interstate inmate
telephone service. CONTRACTOR shall be responsible for all billing and
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collections, but may contract with third parties to perform this function . Any
change shall be reported to the COUNTY. CONTRACTOR will assume
responsibility for fraudulent billings.
C. Provide On-Site Phone Monitoring Capabilities
CONTRACTOR shall provide all equipment and services necessary to
allow COUNTY to monitor phone activity on all phones, including visiting
phones and touch-pads. Monitoring capabilities shall include the ability to
record and store phone calls, live monitoring, and to restrict the recording
of certain numbers. The system should have the capability of
simultaneously recording all inmate calls 24 hours a day, 7 days a week.
The CONTRACTOR shall provide the ability for off line storage of call
recordings and video recordings. The system shall have robust querying
capabilities, which will allow for interactive searches of records using
several search and sort criteria, e.g., number called, number of times
called, phone initiating call, attempted 3 way calls etc. All video recordings
shall be available to COUNTY for 30 days. All phone recordings shall be
available to COUNTY for 7 years from termination of this Agreement.
CONTRACTOR'S provision of this equipment and services shall be at
CONTRACTOR'S sole cost and expense.
D. Provide Attorney-Client Privilege
CONTRACTOR shall provide all equipment and services necessary to
allow COUNTY to enter Attorney telephone numbers to exempt them from
automated monitoring capabilities to prevent the monitoring and recording
of conversations between Attorneys and their Clients.
E. Provide Three Way Call Blocking Capabilities
CONTRACTOR shall provide all equipment and services necessary to
allow COUNTY to guard against three-way calling, conference calling and
call forwarding. System shall disconnect attempted three-way call
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connections and allow user to generate reports. CONTRACTOR shall be
able to demonstrate accuracy of this feature by providing written reports.
CONTRACTOR shall be responsible for reimbursing fees, penalties to all
parties who are wrongfully charged for calls that result in the failure of the
Three Way Blocking Feature and the COUNTY shall receive commission
on said calls as if they had been legitimate.
F. Provide Call Announcement
CONTRACTOR shall provide all equipment and services necessary to
allow COUNTY to play a prerecorded message that the receiving party will
hear. Announcement shall state that the call is originating from Fresno
County Jail and that the call is recorded and may be monitored. The
called party shall be informed of the cost of the call prior to accepting the
call, on all types of collect calls . Instructions for recipient to accept, reject ,
or block calls by pressing a keypad number shall be given. The
announcement message shall provide the called party with the identity of
the calling party and provide the called party with the opportunity to accept
or reject the call. The conversation shall be blocked until the called party
accepts the call. The called party shall be able to provide positive
acceptance and active consent of the telephone call or reject a call from a
rotary dial or pulse dial telephone . The system shall have the capability of
permitting the called party to block all future calls from the County Jail.
G . Provide Private Call Blocking
CONTRACTOR shall provide all equipment and services necessary to
allow COUNTY to block any telephone number from being dialed and
called.
H. Provide Call Duration
CONTRACTOR shall provide all equipment and services necessary to
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allow COUNTY to adjust the duration of phone calls by individual inmate
telephone . Before termination of the call, there should be an audible
warning notifying the inmate that the call is about to be terminated. The
audible warning should be given ten (1 0) seconds before terminating the
call and a written warning should be given ten (1 0) seconds before
terminating a video phone visitation
I. Provide Call Management
CONTRACTOR shall provide all equipment and services necessary to
provide automated voice recognition prompts in English . The system shall
be capable of providing automated operator voice prompts (Pre-Recorded)
in Spanish , Hmong, Vietnamese, Lao, and Punjabi at no extra cost to the
COUNTY. Modification to or additional languages shall be made at no
extra cost to the COUNTY. No more than ten (10) languages are available
on the system at any given time, as set forth in CONTRACTOR's
Response to RFP 915-5281, pg . 84. Any voice prompt required during the
operation of the inmate telephone shall be clear and concise.
J. Provide Fraud Detection and Prevention
CONTRACTOR shall provide all equipment and services necessary for the
detection and prevention of fraudulent phone calls. CONTRACTOR will
provide a plan for accomplishing this goal. COUNTY will bear no
responsibility for the loss of revenue as a result of fraudulent use of the
telephone service . Fraudulent calls shall be the sole responsibility of the
CONTRACTOR. Fraudulent calls include but are not limited to unbillable
calls , uncollectible calls and any revenue shortage associated with these .
K. Provide Inmate Information Telephonic Requests
CONTRACTOR shall provide all equipment and services necessary to
allow inmates to access "Inmate Information" over the telephone system to
automate Inmate Requests . The system will integrate with the COUNTY's
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Sheriff's Office's (the "Sheriff's Office") Custody Management System
(Motorola, OffenderTrak) to provide inmates information regarding their
custodial status, e.g., charges, court date, bail amount, commissary
account balance, visiting hours remaining, etc. Information prompts shall
be available in English, Spanish, Hmong,Vietnamese, Lao, and Punjabi.
Modification to or additional languages shall be made at no extra cost to
the COUNTY. The "Inmate Information" system shall provide security
measures based on multiple Personal Identification Numbers (PIN's)
and/or biometrics to prevent unauthorized access to inmate information.
The telephone sets used for "Inmate Information" requests shall be
separate from those telephones currently used to make outside calls, but
may include the video phone when not in use for visiting. There shall be at
least one new "Inmate Information" telephone in each housing pod or dorm
(approximately 77). The telephone sets used for Inmate Information shall
not be capable of making outside calls when functioning as the "Inmate
Information" system. The "Inmate Information" system telephones shall be
capable of being programmed by the COUNTY to schedule time for
"Inmate Information" requests and regular use for outside calling.
CONTRACTOR may have the option of providing access to the Inmate
Information System from any inmate telephone upon approval from the
COUNTY.
CONTRACTOR shall provide a list of formats their system will accept
inmate data from the COUNTY, e.g., XML, Text File, and methods for
delivering the data.
L. Provide Public Telephonic "Inmate Information" Requests
CONTRACTOR shall provide all equipment and services necessary to
allow the general public to access Fresno County Jail's "Inmate
Information" and other general information made available by the Sheriff's
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Office. The system will integrate with the Sheriff's Office 's Custody
Management System (Motorola , OffenderTrak) to provide "Inmates
Information", e.g., charges , court date, bail amount, commissary account
balance, visiting hours remaining, release date, facility information , etc .
The system shall be accessed by the general public by dialing a Local or
Toll Free Number from any standard land Line or Cell Phone. There shall
be no cost to the public. Voice recognition Information prompts shall be
available in English. Prerecorded information prompts shall be available in
Spanish, Hmong , Vietnamese , Lao, and Punjabi. Modification to or
additional languages shall be made at no extra cost to the COUNTY.
The "Public Telephonic Inmate Information Service" shall be available 24
hours a day and 365 days a year. CONTRACTOR shall provide a list of
formats their system that will accept inmate data from the COUNTY, e.g .,
XML, Text File, and methods for delivering the data. CONTRACTOR
shall develop , provide and maintain the content for web pages that can be
incorporated to the Sheriff's Website (http://www.fresnosheriff.org) that
informs the public of this telephonic/video service. The web pages shall
make ava ilable or link the same information found in the telephone-video
service. See "Inmate Info" at http ://www.fresnosheriff.org.
M. Maintain Automated Victim Notification System (VINE)
CONTRACTOR shall be responsible for paying all charges associated with
the Victim Information Notification Everyday System (VINE), which is
currently in use at the Fresno County Detention Facility. This includes all
monthly charges , upgrades , and multiple language versions requested by
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the COUNTY. Minimum features currently in place, which are to be
maintained:
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• Full integration with existing Correctional Management System
(CMS) Motorola, OffenderTrak
• Automated dial in query of inmate status
• Automated registration of victims
• Letter generation
• Advanced voice recognition technology
• Automated notification
• Message confirmation
• Complete audit reports
• Foreign language capabilities
Provide Fair Rates to Inmates and Their Families
CONTRACTOR shall provide fair rates to inmates and their families.
Charges for calls shall not exceed Federal Communications Commission
Rates, California Public Service Commission tariffs and schedules. The
Call Rate Structure-Option 2, set forth in CONTRACTOR's Response to
RFP 915-5281, page 124 shall be applicable to this Agreement.
0. Provide Site Administrator/Account Executive Availability
CONTRACTOR shall provide dependable, consistent, readily available
technical support and customer service support. CONTRACTOR will have
one individual (Site Administrator/Account Executive) for user to contact
regarding the service provided and the administration of the contract. The
Site Administrator/Account Executive must be able to respond on site when
requested by the COUNTY within a reasonable amount of time, but in no
case later than (3) three hours. CONTRACTOR shall notify the COUNTY
in writing within 5 (five) days of any change in the Site Administrator.
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P. Provide a Detailed Service Response Plan
CONTRACTOR will provide a detailed plan for reporting problems with the
system and how requests for service will be handled as referenced in
CONTRACTOR's Response to RFP 915-5281, pages 64 and 66-70.
Service must be available 24 hours a day and 365 days a year. Plan
needs to include whom to contact, phone numbers and pager numbers of
contact person, response time for completion of repairs, and a detailed
plan of how the vendor will correct potential problems.
Q. Provide a Detailed Transition Plan From Current Service to New
Service To Be Provided By CONTRACTOR
CONTRACTOR will be required to coordinate the video phone stations with
the COUNTY to allow for an uninterrupted transition and implementation of
these new services. CONTRACTOR shall provide a detailed plan showing
how the transition will take place.. Included in the plan should be a
summary of any potential problems that may occur as a result of the
change in service and how the CONTRACTOR will correct potential
problems. Milestone actions such as transition plan and activities that
would impact the current telephone use and anticipated lengths of time for
each action that require the telephones to be "out of service" shall also be
included, with minimum down-time and loss of data, and a seamless
conversion to the new video phone system. The CONTRACTOR shall
provide a list of personnel, including contact information, responsible for
every milestone.
R. Sheriff's Office (IWF) Compensation
CONTRACTOR shall pay the Sheriff's Office any money, refund, rebate, or
commission that is attributed to the use of pay telephones which are
primarily used by inmates while incarcerated as referenced in
CONTRACTOR's response to RFP 915-5281 Option 2 pgs. 124-125.
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CONTRACTOR shall pay the Sheriff's Office a commission of 77% of all
billable revenue for the telephone and a commission of 65% for the video
phone vis itation . Commissions shall be based on total gross billings , with
no deductions for fraud , line charges , equipment charges, uncollected or
uncollectible charges and billings, or other fees. CONTRACTOR shall
provide payment to the Sheriffs Office based on calls made between the
first day of the month and the last day of the same month and shall pay
monthly commissions by the 20 th day of the month following the month in
which the revenue was generated . Monthly payment made by
CONTRACTOR to COUNTY shall be accompanied by a summary and
detailed documentation to support each commission payment type.
Monthly remittance shall be accompanied by a detailed usage report ,
which shall be made available in a hardcopy as well as an electronic
spreadsheet form , e.g ., MS Word , MS Excel. CONTRACTOR shall provide
COUNTY a year-end report by the 5th day of January for the preceding
year. The Sheriff's Office shall deposit in the Inmate Welfare Fund (IWF)
all commission amounts received from contractor under this Agreement.
a . Failure to provide the commission and/or monthly or year-
end reports within the time frames stated above shall
result in a penalty of $1,000 daily charge everyday that
the commission/report is late .
S . Equipment to be Provided by CONTRACTOR
CONTRACTOR shall purchase and provide to the COUNTY the below
listed equipment:
i. Three acoustically coupled telecommunication devices for the
deaf (''TDD ' &') for use by inmates. All rights, title and interest
to such TDD 's will be in the COUNTY, and the COUNTY will
be responsible for maintaining such TDD 's.
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ii. Continue to provide and support correctional grade phones
(approximately 381) in COUNTY'S detention facilities as
referenced in CONTRACTOR's Response to RFP 915-5281,
pages 44 and 97.
iii. Continue to provide and support a minimum of 77 "Inmate
Information" correctional grade phones in COUNTY'S detention facilities as
referenced in CONTRACTOR's response to RFP 915-5281, pages 86-87 .
T. Provide Upgrades and Expansion
CONTRACTOR shall provide all upgrades to hardware and software to
keep the telephone system in compliance with all state and federal rules
and regulations at no cost to the County. Any future upgrades to hardware
and software to keep the telephone system in compliance with all state and
federal rules and regulations shall be accomplished within 90 days. Any
upgrades necessary to keep the telephone system current with other
correctional agency systems within California shall be accomplished within
90 days.
All upgrades shall be accomplished after provision of a list of
milestone actions and anticipated lengths of time for each action
that require the telephones to be "out of service", with minimum
down-time and data loss , and seamless transitions.
CONTRACTOR'S telephone system must be expandable to any
additional facilities that are added at the COUNTY's discretion.
All additional hardware , software, and any additional equipment,
including, without limitation, cabling, wiring and conduit (if not
shared with COUNTY equipment) as required for the installation of
additional inmate telephones shall be supplied, installed, and
maintained, at the expense of the CONTRACTOR.
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16 2.
U . Install and Maintain Value Added Equipment and Service
i. CONTRACTOR will continue to support: AIS (Automated Information
System), Real-Time Cellular Telephone GPS Tracking, WatchWord +
Audio Mining Word Search Utility and Security Officer Check-In Utility.
ii. CONTRACTOR will add if requested from the COUNTY: Cannon
SecurPASS Whole Body Digital Security Imaging System, Free Re-Entry
Debit Calling Card, State of the Art Cellular Telephone Detection Devices
(Wolfhound Lite Telephone Detector), Inmate Tip Line and Inmate E-mail
and Voice Messaging Service as specified in CONTRACTOR's Response
to RFP 915-5281 pages 120-121 .
V. Assembly Bill 1876 (Quirk) Phone Justice Bill
If Assembly Bill 1876 (Quirk) Phone Justice Bill is enacted and becomes
law, CONTRACTOR and COUNTY will work together to make necessary
amendments to this Agreement.
OBLIGATIONS OF THE COUNTY
17 COUNTY grants CONTRACTOR permission to provide all local, lntraLATA,InterLATA and
18 interstate telephone and video visitation service for inmate use within the COUNTY's detention
19 facilities listed below.
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Name of Facility
Main Detention Facility
South Annex Jail
North Annex Jail
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Address
1225 "M " Street
Fresno , CA 93721
2280 Fresno Street
Fresno , CA 93721
1265 "M" Street
Fresno, CA 93721
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Satellite Jail
(Not currently in use for inmate housing)
West Annex Jail
11 0 "M " Street
Fresno, CA 93721
TBD
4 (Not currently built-in -progress and may not be completed during the term of
5 this agreement).
6 Currently, the COUNTY's detention facilities have a bed capacity of 3291 and approximately 491
7 inmate telephone lines. Currently, COUNTY's detention facilities have a normal inmate capacity
8 of about 80% to 90% of the total beds available . However, the actual number of inmates in
9 COUNTY's detention facilities can vary from the norm due to detention facility management
1 0 issues and the Federal Consent Decree releases .
11 A. COUNTY shall afford CONTRACTOR, its officer, agents or contractors ,
12 reasonable access to the inmate Local , lntraLATA, lnterLATA and Interstate telephone system(s),
13 to perform routine inspections and make necessary repairs.
14 B. COUNTY agrees that all products and software located at COUNTY's
15 detention facilities by CONTRACTOR pursuant to this Agreement shall at all times remain the
16 property of CONTRACTOR.
17 3. TERM
18 This Agreement shall become effective on the 1st day of January, 2015 and
19 shall terminate on the 31st day of December, 2017. This Agreement shall automatically be
20 extended for one additional twelve (12) month period , January 1, 2018-December 31, 2018 upon
21 the same terms and conditions herein set forth , unless written notice of non-renewal is given by
22 either of the Parties to the other Party no later than November 1, 2017. If this Agreement is so
23 renewed, then this Agreement shall automatically be extended for one additional twelve (12)
24 month period, January 1, 2019 -December 31, 2019 upon the same terms and conditions herein
25 set forth, unless written notice of non-renewal is given by either of the Parties to the other Party no
26 later than November 1, 2018.
27 4. TERMINATION
28 A. Non-Allocation of Funds -The terms of this Agreement , and the services to
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1 be provided thereunder, are contingent on the approval of funds by the appropriating government
2 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
3 Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written
4 notice.
5 B. Breach of Contract-The COUNTY may immediately suspend or terminate
6 this Agreement in whole or in part, where in the determination of the COUNTY there is:
7 1 ) An illegal or improper use of funds;
8 2) A failure to comply with any term of this Agreement;
9 3) A substantially incorrect or incomplete report submitted to the
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COUNTY;
4) Improperly performed service.
C. Without Cause -Under circumstances other than those set forth above,
14 this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written
15 notice of an intention to terminate to CONTRACTOR.
16 5. COMPENSATION/INVOICING:
17 CONTRACTOR shall pay COUNTY as referenced in CONTRACTOR'S response to RFP 915-
18 5281, pages 96-97 and pursuant to the commission structure under option 2 on pages 124-125.
19 CONTRACTOR shall make payment to COUNTY on a monthly basis within twenty (20) days of
20 the end of each month.
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22 6. INDEPENDENT CONTRACTOR: In performance of the work, duties and
23 obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and
24 agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and
25 employees will at all times be acting and performing as an independent contractor, and shall act in
26 an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or
27 associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or
28 direct the manner or method by which CONTRACTOR shall perform its work and function.
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1 However, COUNTY shall retain the right to administer this Agreement so as to verify that
2 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
3 CONTRACTOR and COUNTY shall comply with all applicable provisions of
4 law and the rules and regulations, if any, of governmental authorities having jurisdiction over
5 matters the subject thereof.
6 Because of its status as an independent contractor, CONTRACTOR shall have
7 absolutely no right to employment rights and benefits available to COUNTY employees.
8 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
9 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
10 responsible and save COUNTY harmless from all matters relating to payment of
11 CONTRACTOR'S employees, including compliance with Social Security withholding and all other
12 regulations governing such matters. It is acknowledged that during the term of this Agreement,
13 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
14 Agreement.
15 7. MODIFICATION: Any matters of this Agreement may be modified from time
16 to time by the written consent of all the parties without, in any way, affecting the remainder.
17 8 . NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this
18 Agreement nor their rights or duties under this Agreement without the prior written consent of the
19 other party.
20 9. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold
21 harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees
22 from any and all costs and expenses, damages, liabilities, claims, and losses occurring or
23 resulting to COUNTY in connection with the performance, or failure to perform, by
24 CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all
25 costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person ,
26 firm, or corporation who may be injured or damaged by the performance, or failure to perform,
27 of CONTRACTOR, its officers, agents, or employees under this Agreement.
28 10. INSURANCE
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1 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
2 third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
3 following insurance policies:.
4 A. Commercial General Liability
5 Commercial General Liability Insurance with limits of not less than One
6 Million Dollars ($1 ,000,000) per occurrence and an annual aggregate of Two Million Dollars
7 ($2 ,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require
8 specific coverages including completed operations , products liability, and contractual liability,
9 Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
1 0 necessary because of the nature of this contract.
11 B. Automobile Liability
12 Comprehensive Automobile Liability Insurance with limits for bodily injury of
13 not less than Two Hundred Fifty Thousand Dollars ($250 ,000.00) per person , Five Hundred
14 Thousand Dollars ($500 ,000 .00) per accident and for property damages of not less than Fifty
15 Thousand Dollars ($50 ,000 .00), or such coverage with a combined single limit of Five Hundred
16 Thousand Dollars ($500 ,000 .00). Coverage should include owned and non-owned vehicles used
17 in connection with this Agreement.
18 C. Professional Liability
19 If CONTRACTOR employs licensed professional staff, (e .g ., Ph.D., R.N .,
20 L.C.S .W., M.F.C .C .) in providing services , Professional Liability Insurance with limits of not less
21 than One Million Dollars ($1 ,000 ,000 .00) per occurrence , Three Million Dollars ($3,000 ,000.00)
22 annual aggregate.
23 D. Worker's Compensation
24 A policy of Worker's Compensat ion insurance as may be required by the
25 California Labor Code .
26 CONTRACTOR shall obtain endorsements to the Commercial General Liability
27 insurance naming the County of Fresno , its officers , agents, and employees , individually and
28 collectively, as additional insured , but only insofar as the operations under this Agreement are
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1 concerned. Such coverage for additional insured shall apply as primary insurance and any other
2 insurance, or self-insurance, maintained by COUNTY, its officers , agents and employees shall be
3 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
4 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
5 written notice given to COUNTY.
6 Within Thirty (30) days from the date CONTRACTOR signs and executes this
7 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
8 above for all of the foregoing policies , as required herein , to the County of Fresno , Captain
9 Jennifer Horton, 1225 "M " Street, Fresno , California, 93721 stating that such insurance coverage
10 have been obtained and are in full force ; that the County of Fresno , its officers , agents and
11 employees will not be responsible for any premiums on the policies; that such Commercial
12 General Liability insurance names the County of Fresno , its officers, agents and employees ,
13 individually and collectively , as additional insured , but only insofar as the operations under this
14 Agreement are concerned ; that such coverage for additional insured shall apply as primary
15 insurance and any other insurance, or self-insurance , maintained by COUNTY, its officers , agents
16 and employees, shall be excess only and not contributing with insurance provided under
17 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
18 without a minimum of thirty (30) days advance , written notice given to COUNTY.
19 In the event CONTRACTOR fails to keep in effect at all times insurance
20 coverage as herein provided , the COUNTY may, in addition to other remedies it may have ,
21 suspend or terminate this Agreement upon the occurrence of such event.
22 All policies shall be with adm itted insurers licensed to do business in the State
23 of California. Insurance purchased shall be pu rchased from companies possessing a current A.M.
24 Best, Inc. rating of A FSC VII or better.
25 11. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during
26 business hours, and as often as the COUNTY may deem necessary, make available to the
27 COUNTY for examination all of its records and data with respect to the matters covered by this
28 Agreement. The CONTRACTOR shall , upon request by the COUNTY, permit the COUNTY to
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1 audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
2 with the terms of this Agreement.
3 If this Agreement exceeds ten thousand dollars ($1 0,000.00), CONTRACTOR
4 shall be subject to the examination and audit of the Auditor General for a period of three (3) years
5 after final payment under contract (Government Code Section 8546. 7).
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12 . NOTICES: The persons and their addresses having authority to give and
receive notices under this Agreement include the following:
COUNTY
COUNTY OF FRESNO SHERIFF
2200 Fresno Street
CONTRACTOR
LEGACY INMATE
COMMUNICATIONS
10833 VALLEY VIEW STREET
SUITE 150
Fresno. CA 93721 CYPRESS. CA 90630
Attention: Business Manager Attention: President
Any and all notices between the COUNTY and the CONTRACTOR provided
13 for or permitted under this Agreement or by law shall be in writing and shall be deemed duly
14 served when personally delivered to one of the parties , or in lieu of such personal services , when
15 deposited in the United States Mail , postage prepaid , addressed to such party .
16 13. GOVERNING LAW : Venue for any action arising out of or related to this
17 Agreement shall only be in Fresno County, California.
18 The rights and obligations of the parties and all interpretation and performance
19 of this Agreement shall be governed in all respects by the laws of the State of California .
20 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS: This provision is only
21 applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit
22 corporation) or if during the term of th is agreement , the CONTRACTOR changes its status to
23 operate as a corporation .
24 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
25 transactions that they are a party to while CONTRACTOR is providing goods or performing
26 services under this agreement. A self-dealing transaction shall mean a transaction to which the
27 CONTRACTOR is a party and in which one or more of its directors has a material financial
28 interest. Members of the Board of Directors shall disclose any self-dealing transactions that they
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1 are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit A)
2 and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
3 immediately thereafter.
4 13. ENTIRE AGREEMENT: This Agreement , including RFP 915-5281 and
5 CONTRACTOR's response thereto , constitutes the entire agreement between the
6 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all
7 previous Agreement negotiations, proposals , commitments, writings, advertisements, publications ,
8 and understanding of any nature whatsoever unless expressly included in this Agreement.
9 In the event of any inconsistency in interpreting the documents which
1 0 constitute this Agreement , the inconsistency shall be resolved by giving precedence in the
11 following order of priority: (1) the text of this Agreement; (2) to RFP 915 -5281; and (3) the
12 CONTRACTOR'S response to RFP 915-5281.
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22 AGREEMENT BElWEEN THE COUNTY OF FRESNO AND
23 LEGACY INTERNATIONAL, INC. dba LEGACY INMATE COMMUNICATIONS &
24 LEGACY CONTACT CENTER SERVICES FOR INMATE TELEPHONE SERVICES
25 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day
26 and year first hereinabove written .
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28
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1 COUNTY OF FRESNO:
2
3
Chairman, Board of Supervis s
4
5
6 REVIEWED & RECCOMENDED FOR
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APPROVAL:
_>:;;:?'~(___)
Margaret Mims , Sheriff
13 APPROVED AS TO ACCOUN NG FORM :
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. !A.uditor Controller/Treasurer-Tax Collector
ATTEST:
18 Clerk to the Board of Supervisors
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Fund:
23 ORG :
SIC
24 Acct. No.:
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2250
31114008
33400
3402
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Exhibit A
SELF-DEAUNG TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a
contractor's board of directors (hereinafter referred to as "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 utilized 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 .
(S) Form must be signed by the board member that is involved in the self-dealing transaction described in
Sections (3) and (4).
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(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: I Date :
I
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