HomeMy WebLinkAboutAgreement A-24-384 with STOP.pdf Agreement No. 24-384
Participating Addendum Number 22PSX0021
for
Electronic Monitoring Products and Services
between
County of Fresno
And
Satellite Tracking of People, LLC
This Participating Addendum is entered into by the County of Fresno ("Participating Entity") and the following
Contractor(each a "Party" and collectively the "Parties")for the purpose of participating in NASPO ValuePoint
Master Agreement Number 22PSX0021, executed by Contractor and the State of Connecticut("Lead State")for
Electronic Monitoring Products and Services ("Master Agreement"):
Satellite Tracking of People, LLC ("Contractor")
5353 West Sam Houston Parkway North, Suite 190
Houston TX 77041
I. PARTICIPATING ADDENDUM EFFECTIVE NUMBER 22PSX0021, effective February 28, 2024. The
Contractor and Participating Entity both agree that the prior Participating Addendum number 22PSX0021 was
entered into in error, is null and void, and is of no force and effect.
II. PARTICIPATING ADDENDUM CONTACTS.
Contractor's contact for this Participating Participating Entity's contact for this Participating
Addendum is: Addendum is:
Don Burk Chief Probation Officer
VP Growth Solutions Fresno County Probation Department
don.burk@securustechnologies.com i)robationcontracts(cbfresnocountvca.pov
972-440-8348 (559)600-1298
III. TERM. This Participating Addendum is retroactively effective on July 1, 2024, and will terminate upon
termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner
in accordance with the terms set forth herein.
IV. PARTICIPATION AND USAGE. This Participating Addendum may be used only by the Participating Entity. If
Contractor becomes aware that an entity's use of this Participating Addendum is not authorized, Contractor
will notify NASPO ValuePoint to initiate outreach to the appropriate parties.
V. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed
hereunder will be governed by, and construed in accordance with California law, and all associated legal
actions shall be brought and maintained in Fresno, California.
VI. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing,
terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to
Contractor and Participating Entity and Purchasing Entities.
a. Products. All products available through the Master Agreement may be offered and sold by
Contractor to Purchasing Entities.
b. Services. All services available through the Master Agreement may be offered and sold by
Contractor to Purchasing Entities.
c. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified
on Contractor's NASPO ValuePoint webpage as authorized to provide Products and Services to
Participating Entity may provide Products and Services to users of this Participating Addendum.
Page 1 of 4 NASPO
Version 2023.06.15 A
ValuePoint
Participating Addendum Number 22PSX0021 for
Electronic Monitoring Products and Services
INSERTSTATESEAL
Between County of Fresno and
Satellite Tracking of People,LLC
Contractor will ensure that the participation of Contractor's subcontractors, dealers, distributors,
resellers, and other partners is in accordance with the terms and conditions set forth in the Master
Agreement and in this Participating Addendum. Contractor will notify Participating Entity of any
amendments to the Master Agreement within 10 (ten) calendar days of execution of the amendment.
Any amendment to the Master Agreement shall be deemed incorporated into this Participating
Addendum unless the amendment is rejected by Participating Entity in writing to Contractor within
ninety(90)calendar days of the amendment's effective date and is documented thereafter via written
amendment hereto.
Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor
of the Participating Addendum. The terms of this Participating Addendum, including those modifying or
adding to the terms of the Master Agreement, apply only to the Parties and shall have no effect on
Contractor's participating addenda with other participating entities or Contractor's Master Agreement with the
Lead State.
VI I. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the
Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is
subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts,
reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if
applicable.
Vill. MAXIMUM COMPENSATION. The maximum annual compensation payable to the Contractor under this
Agreement is one million, three hundred thousand dollars ($1,300,000). The maximum compensation for the
initial term of this agreement from July 1, 2024 through November 22, 2026 is three million, one hundred and
twelve thousand, seven hundred and seventy-eight dollars ($3,112,778). The maximum compensation
payable to the Contractor during each of the two optional twelve-month extension periods is one million, three
hundred thousand dollars ($1,300,000). In no event shall compensation paid for services performed under
this Agreement exceed five million, seven hundred and twelve thousand, seven hundred and seventy-eight
dollars ($5,712,778) during the total possible four years, four months and twenty-two days term of this
Agreement. The Contractor acknowledges that the County is a local government entity, and does so with
notice that the County's powers are limited by the California Constitution and by State law, and with notice
that the Contractor may receive compensation under this Agreement only for services performed according to
the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount
payable under this section. The Contractor further acknowledges that County employees have no authority to
pay the Contractor except as expressly provided in this Agreement.
IX. INVOICES. The Contractor shall submit monthly invoices in arrears by the fifteenth (15t") day of each month
for the prior month which services have been rendered. The Contractor shall submit invoices electronically to
Fresno County Probation Department at: ProbationInvoices@fresnocountyca.gov and
Probation Contracts[a)fresnocountyca.gov. Each invoice shall specifically identify this Agreement number and
clearly identify the services provided. The invoice should include a coversheet along with the backup detailing
the different agency/division, the agent/staff, the enrollee, enrollee risk level, enrollee primary number,
tracking device, tracking device model, start date, end date, and billable days.
X. PAYMENT. The County shall pay each correctly completed and timely submitted invoice within 45 days after
receipt. The County shall remit any payment to the Contractor's address specified in the invoice. At the
discretion of County's Chief Probation Officer, or designee, if an invoice is incorrect or otherwise not in proper
form or substance, County's Chief Probation Officer, or designee, shall have the right to withhold payment
until the invoice is corrected. Contractor agrees to continue to provide services for a period of ninety (90) days
after notification of an incorrect or improper invoice. If after the ninety (90) day period, the invoice is still not
corrected to County's satisfaction, County's Chief Probation Officer, or designee, may elect to terminate this
Agreement, upon 30 days' notice to Contractor.
Page 2 of 4 NASPO
Version 2023.06.15 A ValuePoint
Participating Addendum Number 22PSX0021 for
Electronic Monitoring Products and Services
INSERTSTATESEAL
Between County of Fresno and
Satellite Tracking of People,LLC
XI. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual
requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When
applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to
the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth
therein.
XII. TERMINATION FOR NON-ALLOCATION OF FUNDS. The terms of this Agreement are contingent on the
approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the
County, upon at least 30 days' advance written notice to the Contractor, may:
a. Modify the services provided by the Contractor under this Agreement; or
b. Terminate this Agreement.
XIII. INFORMATION TECHNOLOGY STANDARDS. Contractor agrees to comply at all times during the term of
this Agreement with County's Data Security Requirements, attached to this Participating Addendum as Exhibit
A.
XIV. STATE AUDIT REQUIREMENTS. If the compensation to be paid by the County under this Agreement
exceeds $10,000, the Contractor is subject to the examination and audit of the California State Auditor, as
provided in Government Code section 8546.7, for a period of three years after final payment under this
Agreement. This section survives the termination of this Agreement.
XV. ATTACHMENTS. This Participating Addendum includes the following attachments:
a. Exhibit A: Data Security Requirements
b. Exhibit B: Price Schedule
XVI. NOTICE. Any notice required herein shall be sent to the following:
For Contractor: For Participating Entity:
Don Burk Chief Probation Officer
Vice President Fresno County Probation Department
dburk@securustechnologies.com pro bationcontracts(@fresnocountyca.aov
817-807-7500 (559)600-1298
XVII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor
shall promptly email a copy of this Participating Addendum and any amendments hereto to NASPO
ValuePoint at pa@naspovaluepoint.org. The Parties acknowledge and agree that the Participating
Addendum, as amended, may be published on the NASPO ValuePoint website.
XVIII. SIGNATURE
The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal
agreement binding on the Party and enforceable in accordance with the Participating Addendum's terms and
that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating
Addendum and bind the Party hereto.
Page 3 of 4 NASPO
Version 2023.06.15 A ValuePoint
Participating Addendum Number 22PSX0021 for
Electronic Monitoring Products and Services
INSERT STATE S£AL
Between County of Fresno and
Satellite Tracking of People,LLC
IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.
CONTRACTOR: PARTICIPATING ENTITY:
Signature Signature
Kevin Elder Nathan Macasi4
Printed Name Printed Name
Chairman of the Board of Supervisors of the County
President of Fresno
Title Title
6/17/2024 Z��0a41
Date Date
Attest:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By:_
Deputy
For accounting use only:
Org No.: 34309999
Account No.: 7295
Fund No.: 0001
Subclass No.: 10000
o4ed b
€ KC
6 f 14/24
Pi
Page 4 of 4 A NASPO
Version 2023,06.15 ValuePoint.
Exhibit A
Data Security
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit E.
(C) "Director" means the County's Director of Internal Services/Chief Information Officer or
his or her designee.
(D) "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
(E) "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
(F) "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G)"Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit E.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit E.
A-1
Exhibit A
Data Security
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of, or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Information remains in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Information.
(C)The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit E;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
A-2
Exhibit A
Data Security
before such Personal Information is offered by the Contractor for such disclosure so that
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications,
including, but not limited to, all mobile devices and other equipment, operating
systems, and software applications with information storage capability; (b)
A-3
Exhibit A
Data Security
employing adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access
controls within media, computing equipment, operating systems, and software
applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which is subject to express prior written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks, portable storage devices, or
remote installation, or (b) transmitted over public or wireless networks (the
encrypted Personal Information must be subject to password or pass phrase, and
be stored on a secure server and transferred by means of a Virtual Private
Network (VPN) connection, or another type of secure connection, all of which is
subject to express prior written consent of the Director);
(v) strictly segregating Personal Information from all other information of the
Contractor, including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Information is not
commingled with any other types of information;
(vi) having a patch management process including installation of all operating system
and software vendor security patches;
(vii) maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
(viii) providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's
obligations under this Exhibit E. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the
County, and the County shall have immediate, real time access, at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
A-4
Exhibit A
Data Security
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the
following email address: (559) 600-6200 /servicedesk@fresnocountyca.gov (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations
affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
(iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit E, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
A-5
Exhibit A
Data Security
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction, or determined not to require corrective action and the reason
for that determination.
(D)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
S. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit E.
(C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
Contractor and such Authorized Persons, or amending any written agreements to
provide same.
A-6
Exhibit A
Data Security
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit
E, such certification shall state the date, time, and manner (including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit E to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as
required by this section 6. The Contractor's obligations under this section 6 survive the
termination of this Agreement and apply to all Personal Information that the Contractor retains if
return or disposal is not feasible and to all Personal Information that the Contractor may later
discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit E may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief, specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers, employees, and agents, (each, a "County Indemnitee") from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information, Security Breach response and remedy costs, credit monitoring
expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest,
awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit E and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit E or
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or omissions of the
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
A-7
Exhibit A
Data Security
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit E shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Person's) possession or control,
or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
A-8
MASTER AGREEMENT#:22PSX0021
EXHIBIT B
PRICE SCHEDULE
This Exhibit B Price Schedule includes not to exceed"ceiling"pricing for Contractor for the electronic monitoring service offered. All Contractor costs are included in the prices specified unless otherwise negotiated per Participating
Entity's PA.A Participating Entity reserves the right to further negotiate pricing per its PA.
ElectronicA. • • • Service Category:
Contractor:Satellite Tracking of People,LLC Delivery:As required per Purchasing Entity
DescriptionItem 1 Real time electronic monitoring of home confinement 24 hours per day,7 days per week,and 365 days per year
2 System implementation,integration,configuration,UAT and Go-Live deployment
3 Licensed Software for Purchasing Entity authorized Users
4 Hosted Services
5 System Training for unlimited Users: Included at no additional cost.
• Web Based and/or Virtual Training
• On-Site
6 Preventative Maintenance and Support of Hardware
7 Monitoring Center System Automated Alert Notifications,24/7/365
8 Optional Offender Billing Service $0.10 per active unit per day
9 Optional Offender Hardware Installation and Removal Service $3.00 per each occurrence
10 Optional Solutions+Service $3.00 per active unit per day
11 Monitoring Center Live Alert Notification Options,24/7/365
11.1 Real time closed-loop notification $0.25 per active unit per day
11.2 Real time escalation notification $0.25 per active unit per day
11.3 IVR automated alert notifications $0.25 per active unit per day
11.4 Offender curfew and hardware status alert via telephone $0.25 per active unit per day
11.5 Verbal notification made by Contractor as instructed by Purchasing Entity $0.25 per call
11.6 Real time call to Purchasing Entity User or Purchasing Entity authorized offenders $0.75 per active unit per day
Only:Hardware Lease
Daily Rate Per Active Unit Per Day Replacement Cost Per Unit
Item Model Description Number of BLUband and BLUhome Lease
Units and Landline or Cellular BLUband BLUhome
Monitoring Service
1 BLUband and 1-100 $1.75 $90.00 $250.00
BLUhome and all 101-250 $1.75 $90.00 $250.00
associated 251-500 $1.75 $90.00 $250.00
consumable accessories. 501-1,000 $1.75 $90.00 $250.00
1,001 -2,000 $1.75 $90.00 $250.00
2,001 -3,500 $1.75 $90.00 $250.00
3,501+ $1.75 $90.00 $250.00
Item Model Description Number of
Daily Rate Per Active Unit Per Day Replacement Cost Per Unit Units BLUscan Lease BLUscan
device
2 BLUscan device 1 + $1.00 $400.00
Page 1 of 3
B-1
MASTER AGREEMENT#:22PSX0021
EXHIBIT B
PRICE SCHEDULE
ElectronicB. • • • Service Category:
Contractor:Satellite Tracking of People,LLC Delivery:As required per Purchasing Entity
DescriptionItem 1 Real time electronic monitoring of home confinement 24 hours per day,7 days per week,and 365 days per year
2 System implementation,integration,configuration,UAT and Go-Live deployment
3 Licensed Software for Users
4 Hosted Services Included at no additional cost.
5 System Training for unlimited Users:
• Web Based and/or Virtual Training
• On-Site
6 Preventative Maintenance and Support of Hardware
7 Optional Offender Billing Service $0.10 per active unit per day
8 Optional Solutions+Service $3.00 per active unit per day
Only:Hardware Lease
Item Model Description Number of Units
Daily Rate Per Active Unit Per Day Replacement Cost Per Unit
SoberTrack Lease and Monitoring Service SoberTrack
1 SoberTrack and all 1-50 $3.75 $500.00
associated 51-150 $3.75 $500.00
consumable 151-300 $3.75 $500.00
accessories. 301+ $3.60 $500.00
Page 2 of 3
B-2
MASTER AGREEMENT#:22PSX0021
EXHIBIT B
PRICE SCHEDULE
C. Electronic Monitoring Service Category: GPS Satellite Monitoring
Contractor:Satellite Tracking of People,LLC Delivery:As required per Purchasing Entity
Item Description
1 Real time electronic moni tor in of home confinement 24 hours per da ,7 da s per week,and 365 da s per year
2 System implementation,integration,configuration,UAT and Go-Live deployment
3 Licensed Software for Purchasing Entity authorized Users
4 Hosted Services
5 System Training for unlimited Users: Included at no additional cost.
• Web Based and/or Virtual Training
• On-Site
6 Preventative Maintenance and Support of Hardware
7 Monitoring Center System Automated Alert Notifications,24/7/365
8 Optional Offender Billing Service $0.10 per active unit per day
9 Optional Offender Hardware Installation and Removal Service $3.00 per each occurrence
11 Optional Solutions+Service $3.00 per active unit per day
12 Optional StalkerAlert Mobile Application $5.00 per active unit per day
13 Monitoring Center Live Alert Notification Options,24/7/365
13.1 Real time closed-loop notification $0.25 per active unit per day
13.2 Real time escalation notification $0.25 per active unit per day
13.3 IVR automated alert notifications $0.25 per active unit per day
13.4 1 Offender curfew and hardware status alert via telephone $0.25 per active unit per day
13.5 Verbal notification made by Contractor as instructed by Purchasing Entity $0.25 per call
13.6 Real time call to Purchasing Entity User or Purchasing Entity authorized offenders $0.75 Der active unit per day
Hardware Lease Option Only:
Daily Rate Per Active Unit Per Day Replacement Cost Per Unit
Item Model Description Number of Units BLUtag and BLUhome or BLUbox
Lease and Landline or Cellular BLUtag BLUhome or BLUbox
Monitoring Service
1 BLUtag,BLUhome or 1-100 $2.85 $225.00 $250.00
BLUbox and all 101-250 $2.85 $225.00 $250.00
associated 251-500 $2.85 $225.00 $250.00
consumable 501-1,000 $2.75 $225.00 $250.00
accessories.
1,001-2,000 $2.75 $225.00 $250.00
2,001-3,500 $2.65 $225.00 $250.00
3,501+ 1 $2.65 1 $225.00 1 $250.00
Page 3 of 3
B-3