HomeMy WebLinkAboutAgreement A-19-270 with Touch Legal, Inc..pdfAgreement No . 19-270
1 AGREEMENT
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3 THIS AGREEMENT ("Agreement") is made and entered into this 18th day of June , 2019
4 ("Effective Date"), by and between the COUNTY OF FRESNO, a Political Subdivision of the State of
5 California, ("COUNTY"), and Touch Legal, Inc. , a California corporation, whose address is 2630
6 Mendocino Avenue, Santa Rosa, CA 95403, ("CONTRACTOR").
7 WITNESSETH:
8 WHEREAS, COUNTY desires to lease computer software (LexisNexis California Prison Solutions),
9 as well as specific legal research materials, publications , and content for its law library in COUNTY's Adult
1 O Detention Facilities; and
11 WHEREAS, CONTRACTOR is the only vendor who provides an autonomous computer system
12 with content meeting the requirements for legal research required to be maintained in COUNTY 's Adult
13 Detentions Law Library ; and
14 WHEREAS, COUNTY and CONTRACTOR desire to enter into this Agreement so that
15 CONTRACTOR may provide such services as needed by COUNTY.
16 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
17 contained, the parties agree as follows :
18 1. OBLIGATIONS OF CONTRACTOR
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C.
Install and maintain, at locations specified by COUNTY's Sheriff's Office
("SHERIFF"), ten (10) TST 17 Standalone Touchscreen Kiosks, equipped with a
pre-installed searchable law library, including all mounting equipment and locks
(the "Equipment"). Keys to the Equipment will be maintained by the Offender
Programs Unit for the purpose of Maintenance and upgrades to the Equipment.
Provide an onboard instructional tutorial and user guide .
Provide legal content updates to COUNTY at least every 90 days, and no later
than 120 days after commencement of this Agreement , or as said content
updates are released by LexisNexis and described in Appendix A ("Prison
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Solution Software") (the "Legal Research Materials and Publications"). Exhibit B is
attached and incorporated by this reference.
D.Install any other research materials on the internal computer system of the
Equipment at SHERIFF's direction.
E.Maintain and repair or replace any defective or damaged Equipment (whether
internal or external damage) at CONTRACTOR's sole cost and expense within
five (5) days of receipt of the inoperative component at its offices. Equipment will
be checked daily by an assigned staff member of the Offender Programs Unit.
Any damaged Equipment, however and by whomever caused, shall be removed
from service and shipped back to TST for repair or replacement at no cost to
COUNTY.
F.Provide telephonic technical support to COUNTY from six a.m. to six p.m. (6 a.m.
to 6 p.m.) Monday through Friday. CONTRACTOR'S Chief Operating Officer will
be available twenty-four (24) hours a day, seven (7) days a week, 365 days a
year to facilitate immediate issue resolution and support as required.
TERM
18 The term of this Agreement shall be for a period of three (3) years, commencing on April 1, 2019,
19 through and including March 31, 2022. This Agreement may be extended for two (2) additional consecutive
20 twelve (12) month periods upon written approval of both parties no later than thirty (30) days prior to the first
21 day of the next twelve ( 12) month extension period. The Sheriff, or his or her designee, is
22 authorized to execute such written approval on behalf of COUNTY based on CONTR ACTOR'S satisfactory
23 performance.
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3.TERMINATION
A.Non-Allocation of Funds -The terms of this Agreement, and the services to be
27 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
28 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
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1 terminated, at any time without penalty by giving CONTRACTOR thirty (30) days advance written notice.
2 B. Breach of Contract -COUNTY may immediately suspend or terminate this
3 Agreement in whole or in part, where in the determination of COUNTY there is:
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An illegal or improper use of funds;
A failure to comply with any term of this Agreement;
A substantially incorrect or incomplete report submitted to COUNTY;
7 4)Improperly performed service.
8 In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this
9 Agreement or any default which may then exist on the part of CONTRACTOR. Neither shall such payment
10 impair or prejudice any remedy available to COUNTY with respect to the breach or default. COUNTY shall
11 have the right to demand of CONTRACTOR the repayment to COUNTY of any funds disbursed to
12 CONTRACTOR under this Agreement, which in the judgment of COUNTY were not expended in
13 accordance with the terms of this Agreement. CONTRACTOR shall promptly refund any such funds upon
14 demand.
15 C.Without Cause -Under circumstances other than those set forth above, this
16 Agreement may be terminated by COUNTY by giving thirty (30) days advance written notice of an intention
17 to terminate to CONTRACTOR.
18 4.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR, and
19 CONTRACTOR agrees to receive, compensation as follows: The total monthly fee for both Equipment and
20 Legal Research Materials and Publications (including CA sales taxes) shall be seven thousand one
21 hundred seventy-five and 32/100 dollars ($7,175.32). CONTRACTOR shall submit monthly invoices in
22 triplicate to the County of Fresno Sheriff's Business Office, 2200 Fresno Street, Fresno, CA 93721.
23 In no event shall compensation paid by COUNTY for services performed under this Agreement
24 exceed two hundred fifty-eight thousand, three hundred eleven and 52/100 dollars ($258,311.52) for the
25 initial three-year term of the Agreement. In the event the Agreement is extended for an additional fourth
26 year, in no event shall compensation paid for the total four-year term exceed three hundred forty four
27 thousand, four hundred fifteen and 36/100 dollars ($344,415.36). In the event the Agreement is extended
28 for an additional fifth year, in no event shall compensation paid by COUNTY exceed four hundred thirty
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1 thousand five hundred nineteen and 20/100 dollars ($430,519.20) during the total possible five-year term of
2 this Agreement. It is understood that all expenses incidental to CONTRACTOR'S performance of services
3 under this Agreement shall be borne solely by CONTRACTOR.
4 INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by
5 CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including
6 any and all of CONTRACTOR'S officers, agents, and employees will at all times be acting and performing
7 as an independent contractor, and shall act in an independent capacity and not as an officer, agent,
8 servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no
9 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work
10 and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
11 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
12 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
13 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
14 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
15 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
16 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
17 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
18 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
19 other regulations governing such matters. It is acknowledged that during the term of this Agreement,
20 CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement.
21 5.MODIFICATION: Any matters of this Agreement may be modified from time to time by the
22 written consent of all the parties without, in any way, affecting the remainder.
23 6.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
24 nor their rights or duties under this Agreement without the prior written consent of the other party.
25 7.HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
26 COUNTY'S request, defend COUNTY, its officers, agents, and employees from any and all costs and
27 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
28 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
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officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney's fees and costs), damages, liabilities, 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, or employees under this Agreement.
The provisions of this Section 7 shall survive termination of this Agreement.
8.INSURANCE
Without limiting 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, including but not limited to, an insurance pooling arrangement or Joint
Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). 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 of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
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.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
Additional Requirements Relating to Insurance
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1 upon the occurrence of such event.
2 All policies shall be issued by admitted insurers licensed to do business in the State of California,
3 and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A
4 FSC VII or better.
5 9.AUDITS AND INSPECTIONS: CONTRACTOR shall at any time during business hours, and
6 as often as COUNTY may deem necessary, make available to COUNTY for examination all of its records
7 and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by
8 COUNTY, permit COUNTY to audit and inspect all of such records and data necessary to ensure
9 CONTRACTOR'S compliance with the terms of this Agreement.
1 O If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
11 the examination and audit of the California State Auditor for a period of three (3) years after final payment
12 under contract (Government Code Section 8546.7).
13 10.NOTICES: The persons and their addresses having authority to give and receive notices
14 under this Agreement include the following:
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COUNTY
COUNTY OF FRESNO
Attn: Sheriffs Business Manager
2200 Fresno Street
Fresno, CA 93721
CONTRACTOR
Touch Legal, Inc.
Attn: David Weksel
2630 Mendocino Avenue
Santa Rosa, CA 95403
18 All notices between COUNTY and CONTRACTOR provided for or permitted under this Agreement
19 must be in writing and delivered either by personal service, by first-class United States mail, or by an
20 overnight commercial courier service. A notice delivered by personal service is effective upon service to the
21 recipient. A notice delivered by first-class United States mail is effective three COUNTY business days after
22 deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by an
23 overnight commercial courier service is effective one COUNTY business day after deposit with the
24 overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day
25 delivery, addressed to the recipient. For all claims arising out of or related to this Agreement, nothing in this
26 section establishes, waives, or modifies any claims presentation requirements or procedures provided by
27 law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
28 beginning with section 810).
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1 11.GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
2 only be in Fresno County, California.
3 The rights and obligations of the parties and all interpretation and performance of this Agreement
4 shall be governed in all respects by the laws of the State of California.
5 12.DISCLOSURE OF SELF-DEALING TRANSACTIONS
6 This provision is only applicable if CONTRACTOR is operating as a corporation (a for-profit or
7 non-profit corporation) or if during the term of the agreement, CONTRACTOR changes its status to
8 operate as a corporation.
9 Members of CONTRACTOR's Board of Directors shall disclose any self-dealing transactions that
10 they are a party to while CONTRACTOR is providing goods or performing services under this
11 agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and
12 in which one or more of its directors has a material financial interest. Members of the Board of Directors
13 shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-
14 Dealing Transaction Disclosure Form, attached as Exhibit A and incorporated herein by reference, and
15 submitting it to COUNTY prior to commencing with the self-dealing transaction or immediately
16 thereafter.
17 13.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between
18 CONTRACTOR and COUNTY with respect to the subject matter hereof, and supersedes all previous
19 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
20 understanding of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
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FOR ACCOUNTING USE ONLY:
Subclass: 10000
ORG : 31114008
Account: 7295
COUNTY OF FRESNO ~
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Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By: -~~~~__._,-~~ITP:.+-<----
Deputy
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Exhibit A
SELF-DEALING 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.
(5)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 I Date: I
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Exhibit B
CONTRACTOR shall provide to COUNTY the following legal Content on an electronic hard
drive at least every 90 days, or as said content updates are released by LexisNexis, updated on a
quarterly basis:
Federal Primary Sources
•U.S. Supreme Court Cases
•Federal Cases (all circuit and district court cases)
•United States Code Service, Annotated
•Federal Court Rules (includes the Federal Rules of Criminal and Civil Procedure)
•United States Constitution
California Primary Sources
•Deering's California Codes Annotated
•California Official Reports
•California Code of Regulations
•California Court Rules
•California Local Court Rules
Analysis and Practice Guides
•California Criminal Defense Practice Reporter
•Federal Habeas Corpus Practice and Procedure
•California Family Law Practice
•California family Law Litigation Guide
•California Judicial Council Criminal Jury Instructions
Citations and References
•Shepard's-Federal and U.S. Citations
•Shepard's -California Citations28
•Ballantine's Law Dictionary, 3rd Edition.
•California Criminal Discover
•Constitutional Rights of Prisoners
•California Evidence Courtroom Manual
•California Courtroom Evidence, by Cotchett
•California Juvenile Courts Practice and Procedure
•Moore's Federal Practice-Criminal
•Civil Rights Actions
•California Criminal Defense Practice
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