HomeMy WebLinkAboutAgreement A-16-427 with TOUCHPAY Payment Systems, LP.pdf1 2 3 AGREEMENT THIS AGREEMENT is made and entered into this_ day of __ , 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 17 18 19 20 21 22 23 24 25 26 27 28 1. OBLIGATIONS OF THE CONTRACTOR CONTRACTOR shall provide the below listed equipment and services pursuant to the terms of RFP 680-5426 and CONTRACTOR's Response to RFP 680-5426, both of which are incorporated herein by this reference: A. Installation and Maintenance of Inmate Money Handling Kiosk Equipment The CONTRACTOR will install and maintain a turn-key Inmate Money Handling Kiosk system that automates initial deposits made at intake/booking, deposits made . . by family and friends by several different methods, and withdrawals from inmate accounts upon inmate release from custody, self-bail, and withdrawals requested by inmate(s) family and friends and approved by the inmate. Contractor shall provide several options for placing money on an inmate's account. Minimum options include, but are not limited to, making: deposits in-person at lobby kiosk; deposits via internet utilizing a web-based portal; and deposits over the telephone using an -1-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Interactive Voice Recognition (IVR). Contractor shall make daily deposits for the total amount of money withdrawn from kiosks, via a web-based portal or IVR into the COUNTY's Treasurer's account as determined by COUNTY's Auditor-Controller/Treasurer-Tax Collector through Automated Clearing house (ACH) transaction. The ACH transactions shall be identified by using the description 'T ouchpay deposit for Sheriff Office'. The system will operate via interface in real time with the County's Jail Inmate Management Data System in order to update inmate money balances as various deposit, withdrawal, and purchase transactions are made, and have a variety of reporting capabilities. This system will also operate at no cost to the County and minimal "industry standard" costs to the public, inmates' family and friends. i. The CONTRACTOR will be required to install and maintain 7 Kiosks in the following locations at no cost to the COUNTY. Main Jail Pre-Booking Area (2) 1225 "M" Street, Fresno CA 93721 Main Jail Lobby (2) 1225 "M" Street, Fresno CA 93721 Main Jail ATM Lobby (1) South Jail Lobby (1) South Jail Attorney Lobby (1) North Jail Lobby (1) 1225 "M" Street, Fresno CA 93721 2280 Fresno St., Fresno CA 93721 2280 Fresno St., Fresno CA 93721 1265 "M" Street, Fresno CA 93721 Additional locations may be required once the West Annex Jail opens, located on the same County footprint/square as the Main and North Jail (the current parking lot, or at other future needed locations). The Main Jail pre-booking kiosks (two of them) shall be able to accept money and change for the purpose of putting the funds on their books. They will not -2-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 dispense money. Procedures are to be established to accept Release Cards issued by Fresno County or other agencies that use the same vendor. CONTRACTOR shall re-locate kiosks, as necessary to relieve congestion in the jail lobby and booking areas, when requested by the COUNTY Contract Administrator. This will be done at no cost to the County. The system must meet American Disability Act (ADA) requirements. ii. The CONTRACTOR shall be responsible for the installation and all ongoing maintenance of all inmate kiosk system hardware and software at no cost to the COUNTY. All repairs and issues arising after hours and on weekends shall be reported through the CONTRACTOR'S after hour repair service. iii. CONTRACTOR shall provide 24 hour service and repair upon request to address critical malfunctions. A "critical Malfunction" is defined as any malfunction (hardware or software) which does not allow for the acceptance of funds at Booking or release of full funds at any kiosk. CONTRACTOR shall respond to critical malfunctions as follows: a. Provide a 24 hour number for reporting malfunctions. b. During normal business hours (M-F, 8 am-5 pm), respond within 45 minutes on site. c. Outside of normal business hours, respond within 15 minutes by phone from the time the 24 hour number is notified of the malfunction and within 1 hour on site. iv. CONTRACTOR shall provide a preventative maintenance plan to ensure that all kiosks are fully operational at all times. CONTRACTOR'S technicians shall respond to all requests for "non-critical malfunction" service regarding kiosks, including all hardware and software, and promptly make appropriate repairs at no cost to COUNTY, within five (5) days. A "non-critical" malfunction is defined ' -3-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 .. 19 20 21 22 23 24 25 26 27 28 as a malfunction of equipment which in and of itself does not render inoperative a kiosk from performing it essential functions (i.e. dispensing, receiving funds, or properly recording funds). v. 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 kiosks as needed in all occupied detention facilities, and include any future facilities. COUNTY will provide internal power and data support stub-out within reasonable reach of equipment. CONTRACTOR shall be responsible for connecting their equipment as necessary to ensure its equipment operates pursuant to the terms of this Agreement. vi. Because CONTRACTOR'S technicians and subcontractors may be entering secured areas of the facilities and the Sheriff's Office maintains a NO HOSTAGE POLICY, technicians and subcontractors must complete and satisfy the security background clearance requirements as determined by the COUNTY in advance of beginning any work. 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 bear all risk of loss of damage to the hardware. ix. CONTRACTOR shall guarantee at all times that sufficient funding is available for immediate release to inmates being released from custody and for other types of money releases (bail, to friends and family, etc.), on a 24!7/365 day basis. B. Kiosk Specifications Kiosks· supplied by CONTRACTOR shall: i. Be of rugged design, able to withstand harsh and destructive environments, and must have a means of providing an emergency power back-up source with -4-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 capacity of running up to 4 hours. ii. Accept cash in $100, $50.00, $20.00, $10.00, $5.00 and $1.00 dollar and all other applicable denominations for the purpose of depositing funds into an inmates account and for the purpose of bail. Intake kiosk shall also accept coins. a) A countertop terminal will be provided in intake for those inmates who return to custody with a Release Card issued by Fresno County or other agencies that use the same vendor. iii. CONTRACTOR will assume all liability for any counterfeit money accepted. 1v. Kiosks should accept all major credit cards and debit cards (Visa, MasterCard, American Express, Discover, and any recognized bank credit and debit cards). v. There shall be no cost to the inmate when money is returned to them upon their release from custody, or when an inmate elects to release funds to a person not in custody for the first transaction. Any additional release of funds to persons not in custody may incur a service fee. vi. Have a search system or capability that is able to find the in-custody status of inmates by the identifying inmate Jail Identification number with automated, self-service options. System will perform updates to inmate account balances as transactions are processed, and shall have a documented automated back-out process in the event an error is made on a transaction. The system will not accept a deposit if an inmate is out of custody. vii. System must be available in English and Spanish at a minimum. Other languages will be provided upon request by the COUNTY Contract Administrator. System must also meet all ADA requirements. viii. CONTRACTOR must provide an integrated, real-time payment system for every transaction. ix. CONTRACTOR will provide a real time remote web-based reporting system that will provide access only to its transactions for reporting purposes and will -5-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 provide access at the agency level, facility level, and inmate-transaction level to authorized personnel. For security, the user management and authorization will be administered by the COUNTY and will allow unlimited simultaneous users. x. CONTRACTOR will guarantee accuracy of all deposits into the system and all payments out of the system. CONTRACTOR will be responsible for any fraud or counterfeit currency that is accepted into the system. All fraudulent transactions that are attempted will be reported to COUNTY at a pre-determined time period that COUNTY Contract Administrator chooses. xi. Both Lobby and Intake Kiosks will take a photo (JPEG) of each depositor and attach to each standard transaction record that can be printed or emailed from the web-reporting system. xii. Intake Kiosks will be programmed to dispense a minimum of two (2) traceable receipts for all transactions. Each receipt, at a minimum, will include the date, time, inmate's name, Jail Identification number, and money amount. Depositors will not have the ability to see account balance. C. Inmate Release/Funds i. Funds returned to an individual upon release in the form of a debit card shall be immediately available and the individual shall be able to convert the card to cash at no cost or fees. With every release card issued, the first point of sale transaction is free to the cardholder, enabling them to obtain access to their funds at no cost or fees. CONTRACTOR will provide at no cost to the COUNTY an ATM Machine in the Main Jail Lobby that provides this service. CONTRACTOR's Kiosk Topper screens will be programmed to display the nearest location(s) to use the release card at no cost and any information as requested by the COUNTY. ii. Services fees can only be assessed if the inmate being released from the facility -6-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19. 20 21 22 23 24 25 26 27 28 takes the debit card instead of cashing out the debit card in the lobby at the ATM/kiosk. a. If an inmate is being released with funds over $300, they may fill out a form to have a check mailed to them for the entire amount or b. They may elect to take the $300 from the ATM/Kiosk and incur a service fee only after 7 days following the initial withdrawal. iii. Upon inmate's release, the debit card will not incur account maintenance fees (no vendor fees) until 7 days after activation. D. Additional System Specifications i. CONTRACTOR shall provide several options for placing money on an inmate's account. Minimum options include the lobby kiosks, deposit via the internet utilizing a web-based portal, or over the telephone using an Interactive Voice Recognition (IVR). ii. There will be no costs associated with the initial cash funds that are deposited to the inmate's trust account at the time of booking. iii. CONTRACTOR will be responsible for all interface cost with Motorola. The cost per interface is $15,500. Interface fees may be assessed with additional platforms, such as phone systems, commissary system, etc. as the COUNTY moves towards an integrated electronic system (PC web based and/or Android based systems). iv. CONTRACTOR will bear all risk of damage to kiosks, and any loss associated with counterfeit monies. v. The COUNTY makes no representation regarding the number of inmates who will be housed in its Jail Facilities during the duration of this Agreement, nor does COUNTY make any representation regarding the number of transactions that will occur on the kiosks during the term of this Agreement. CONTRACTOR understands and agrees that the number of inmates housed in the COUNTY's -7-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Jail Facilities may increase or decrease during the duration of this Agreement. CONTRACTOR understands and agrees that increases or decreases in the number of inmates housed in the Jail Facilities during the duration of this Agreement, does not relieve the CONTRACTOR of any of its obligations under this Agreement. vi. CONTRACTOR shall provide any needed training at no charge to the COUNTY, and information flyers or posters to the public, to outside agencies for initial training upon installation and start-up, and additional instruction on an as need basis thereafter. vii. CONTRACTOR shall provide, in writing, to the COUNTY Contract Administrator, customer service escalation and resolution procedures. Customers utilizing telephonic deposit methods should be advised of the expected length of wait time, which should be no more than 5 minutes. Upon request, CONTRACTOR will be able to supply a report documenting service wait times. Customers utilizing Internet deposit services shall be provided printable, electronic verification receipts. viii. CONTRACTOR shall be responsible for all cash collection and bank transactions associated with the kiosks. ix. CONTRACTOR may propose additional methods or ideas not covered in this contract (e.g. new technology, additional deposit methods etc.) These ideas will be co_nsidered based on their feasibility, cost, and the impact it would have on facility operations. x. CONTRACTOR shall provide a method of creating reports by inmate or multiple inmates for the purpose of investigation(s) by the COUNTY and full audit capabilities. xi. CONTRACTOR shall maintain complete and accurate records with respect to the services rendered and the cost incurred. All records shall be prepared in accordance with generally accepted accounting procedures, shall be clearly -8-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 identified and shall be kept readily accessible. xii. Upon request, CONTRACTOR shall make such records available to COUNTY and maintain these records for a period of seven (7) years from contract termination. The CONTRACTOR may provide an alternate solution whereby they provide an electronic copy of the records to be given to the County upon the expiration/termination of the contract. x111. CONTRACTOR shall refer all California Public Records Act requests to the Sheriff's Office,_and provide support to COUNTY to comply with California Government Code Sections 26640, 26642, 22644, and 22646. xiv. CONTRACTOR shall clearly publish all user fees associated with revenue generation, including kiosk and remote load fees. xv. CONTRACTOR shall comply with all applicable federal, state and local laws, rules, regulations and ordinances. 15 E. TRANSACTION COSTS 16 1. 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 26 27 28 Booking/Intake Deposits Any Amount Transaction Fee No Cost -9-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 ·16 17 18 19 20 21 22 23 24 25 26 27 28 Release of funds to a third garty: Re.lease of Funds to a Third Party Transaction Fee 1st Transaction No Cost After 1st Transaction No Cost Inmate release from custody: Inmate Release/Transfer Transaction Fee Any Amount No Cost Trust/Commissary Deposits: Cash Degosits: Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet $0.00 -$20.00 $2.95 NIA NIA $20.01 -$100.00 $3.95 N/A NIA $100.01 -$300.00 $4.95 N/A N/A Additional/Optional Fees* None *List all additional fees and/or charges. This includes any percentage based fees. Credit/Debit Degosits: Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet -10-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 $0.00 -$20.00 $2.95 + 3.5% $2.95 + 3.5% $2.95 + 3.5% $20.01-$100.00 $3.95 + 3.5% $3.95 + 3.5% $3.95 + 3.5% $100.01 -$300.00 $4.95 + 3.5% $4.95 + 3.5% $4.95 + 3.5% Additional/Optional Fees* None *List all additional fees and/or charges. This includes any percentage based fees. Other De12osits (Legac:l£ Phone): Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet $0.00 -$20.00 $3.00 $3.00 + 3.5% $3.00 + 3.5% $20.01 -$100.00 $5.00 $5.00 + 3.5% $5.00 + 3.5% $100.01 -$300.00 $6.00 $6.00 + 3.5% $6.00 + 3.5% Additional/Optional Fees* None *List all additional fees and/or charges. This includes any percentage based fees. Bail Deposits: Cash De12osits: Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet -11-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 $0.00 -$20.00 $5.00 NIA NIA $20.01-$100.00 $5.00 per $100 NIA NIA $100.01 -$300.00 $5.00 per $100.00 NIA NIA Additional/Optional Fees* None *List all additional fees and/or charges. This includes any percentage based fees. Credit/Debit DeQosits: Bail Deposit Amount Lobby Kiosk Telephone (IVR) Online/Internet $0.00 -$20.00 $5.00 + 6.5% $5.00 + 6.5% $5.00 + 6.5% $20.01 -$100.00 $5.00 + 6.5% $5.00 + 6.5% $5.00 + 6.5% $100.01 -$300.00 $5.00 + 6.5% $5.00 + 6.5% $5.00 + 6.5% Additional/Optional Fees* None *List all additional fees and/or charges. This includes any percentage based fees. F. REMOVAL OF EQUIPMENT Upon the expiration or termination of this Agreement, CONTRACTOR, at no cost to County, shall remove any and all equipment installed by CONTRACTOR during the term of this Agreement. In the event that the removal of said equipment causes damage to COUNTY-property, CONTRACTOR shall promptly repair such damage. -12-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 G. ADDITIONAL SERVICES. If CONTRACTOR provides additional services under this Agreement, including, but not limited to, Canned Messaging, Voice Alert, or Topper Advertising, such additional services would need to be authorized by the parties pursuant to SECTION 7, "MODIFICATION," of this Agreement. 2. OBLIGATIONS OF THE COUNTY A COUNTY grants CONTRACTOR authorization to install and maintain a turn-key Inmate Money Handling Kiosk system for automated initial deposits made at intake/booking, deposits made by family and friends by several different methods, and withdrawals from inmate accounts upon inmate release from custody, self-bail and withdrawals requested by inmate family and friends. B. COUNTY will provide at no cost to the CONTRACTOR power and internet access to all Kiosks installed in the facilities. C. COUNTY shall afford CONTRACTOR, its officers agents or contractors, reasonable access to the Inmate Money Handling Kiosks to perform routine inspections and make necessary repairs. D. COUNTY agrees that all products, software and hardware located at the COUNTY'S detention facilities by CONTRACTOR pursuant to this Agreement shall at all times remain the property of CONTRACTOR. E. COUNTY shall prefund an account designated by CONTRACTOR with Thirty-five Thousand and no/100Dollars ($35,000.00). Such money shall come from COUNTY'S Inmate Trust Fund. This account shall be used by CONTRACTOR solely for issuing debit cards to released inmates. CONTRACTOR shall maintain this account as a reserve and, on every Monday, provide COUNTY with a weekly summary of the account that shall include, but not be limited to, the account balance, the number of withdrawals and total dollar amount of said withdrawals, and detail for each withdrawal. Based on the weekly summary report, COUNTY will replenish the prefund account with the total dollar amount of withdrawals from the previous week made by -13-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR. COUNTY shall have the right to inspect and review the account at any time for any reason. Within 30 days of termination of this Agreement, CONTRACTOR shall refund the remaining balance of the account to COUNTY. CONTRACTOR shall be liable for any portion of the Thirty-five Thousand and No/1 OO's Dollars (35,000.00) prefund deposit not refunded to COUNTY and shall be responsible for refunding such money to COUNTY within 30 days. F. COUNTY will appoint a Contract Administrator. The Contract Administrator will be the Jail Programs & Services Bureau Captain. 3. TERM The term of this Agreement shall be for a period of three (3) years, commencing on May 1, 2016 through and including April 30, 2019. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The Sheriff-Coroner or his or her designee is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR'S satisfactory performance. 4. TERMINATION A. Non-Allocation of Funds -The terms of this agreement, and the services to be provided thereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. B. Breach of Contract-The COUNTY may immediately suspend or terminate this agreement in whole or in part, where in the determination of the COUNTY there is: 1. An illegal or improper use of funds; 2. A failure to comply with any term of this Agreement 3. A substantially incorrect or incomplete report submitted to the COUNTY; 4. Improperly performed service. C. Without Cause -Under circumstances other than those set forth above, this Agreement -14-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5. 6. may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an intention to terminate to CONTRACTOR. COMPENSATION/INVOICING: There will be no compensation paid to the CONTRACTOR by the COUNTY. There will be no revenue share to COUNTY on charges collected by CONTRACTOR on deposits or on Topper screen displays. It is understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, subcontractors, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all -15-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 7. MODIFICATION: Any matters of this Agreement may be modified from time to time by the written consent of all the parties without, in any way, affecting the remainder. 8. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 9. SUBCONTRACTORS: Notwithstanding the provisions of SECTION 8, "NON-ASSIGNMENT," of this Agreement, the parties agree that CONTRACTOR may sub-contract with Stored Value Cards, Incorporated d/b/a Numi Financial, a California Corporation whose place of business is 1901 Camino Vida Roble, Suite #100 Carlsbad, CA 92008 to provide Prestige Prepaid MasterCard Program services CONTRACTOR is to provide to this Agreement. Specifically, Numi Financial shall issue the debit cards released to inmates discussed under Section 1 "OBLIGATIONS OF THE CONTRACTOR," Paragraph C-1, of this Agreement. COUNTY shall not be responsible for making payments to Numi Financial for costs. Incurred in performance of said services. CONTRACTOR shall be responsible for ensuring Numi Financial maintains in full force and effect, at all times it provides services, the insurance policies or a program of self-insurance as set forth in Section 11, "INSURANCE," 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 25 26 27 28 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, subcontractors, or employees under this Agreement, and from any and all costs and expenses, including Attorney's fees and Court costs, damages, liabilities, -16-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11. claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, subcontractors, or employees under this Agreement. INSURANCE Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance throughout the term of the Agreement: A Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract. B. Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in connection with this Agreement. C. Professional Liability If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., RN., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. -17-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 D. Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. E. Fidelity Bond/Crime Bond/Crime Insurance CONTRACTOR shall maintain during the term of this agreement a Fidelity Bond or Crime Bond /Insurance naming COUNTY as obigee or additional insured. The Bond is to be not less than ONE HUNDRED THOUSAND DOLLARS ($100,000.00). The issuing Surety shall be licensed to conduct business in the State of California and be acceptable to either the director of Public Works & Planning or his designee or the County's Risk manager. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Jail Programs & Services Bureau Captain, 2200 Fresno Street, Fresno, California 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only -18-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 12. 15 16 17 18 19 '· 20 13. 21 22 23 24 25 26 27 28 insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies· shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A FSC VII or better. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 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 Fresno. CA 93721 Attention; Business Manager CONTRACTOR TouchPav Holdinas. LP 7801 Mesauite Bend Dr. Suite 101 lrvina. TX Attention: Dan Burgess Partner/Manager Any and all notices between the COUNTY and the CONTRACTOR provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal services, -19-
1 2 14. 3 4 5 6 15. 7 8 9 10 11 12 13 14 15 16 17 18 -19 20 21 16. 22 23 24 25 26 27 28 when deposited in the United States Mail, postage prepaid, addressed to such party. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall only be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any nature whatsoever unless expressly included in this Agreement. In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding the County's RFP No. 680-5426; and the CONTRACTOR'S Proposal in response thereto); (2) the -20-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR'S proposal made in response to COUNTY'S RFP NO. 680-5426; and (3) the COUNTY'S RFP No. 680-5426. -21-
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&,-)-/~
23 FOR ACCOUNTING USE ONLY:
24
25
26
27
28
,Fmp.::~ :2250
gUBCLASS: 33410
ErnestBUdd}IMendefChairman , Board of
Supervisors
.::)./).? ATTEST:
-21-
DATE:
BERNICE E. SEIDEL , Clerk
Board of Supervisors
By ~~ bAsh '?'{?
Deputy
REVIEWED & RECOMMENDED ,FOR ft!PROVAL ~b~ bar= r.nSh:11-coroner
APPROVED AS TO ACCOUNTING FORM
-oller/Treasurer-Tax