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Home My WebLink AboutP-24-406 Touch Sonic Technologies Agreement.pdf COUNTY OF FRESNO PROCUREMENT AGREEMENT P-24-406 4imo Touch Sonic Technologies MAINTENANCE AGREEMENT This Maintenance Agreement("Agreement") is made and entered into on the 20 day of March 2024 by and between COUNTY OF FRESNO, located at 1225 M St., Fresno, CA 93721, hereinafter referred to as "Client," and TOUCH LEGAL, INC. DBA "TOUCH SONIC TECHNOLOGIES," a California corporation,with its principal office at 2630 Mendocino Avenue, Santa Rosa, California 95403, hereinafter referred to as the "Contractor." RECITALS: A. Client has entered into a Law Library Kiosk Lease Agreement with Contractor for TWO (2) law library kiosks ("Kiosks"). B. Client desires to enter into this Maintenance Agreement for Contractor to provide maintenance services to the aforementioned Kiosks. NOW,THEREFORE,in consideration of the foregoing recitals,the mutual covenants contained herein, and the following terms and conditions, the parties agree as follows: 1. SCOPE OF SERVICES A. Contractor agrees to provide extended maintenance services for the Kiosks currently installed and located in Client's facility at 1225 M St., Fresno, CA 93721. B. Contractor will furnish labor,parts,or replacement equipment necessary to address any failure of a Kiosk or its components during normal usage for the term of this Agreement. The parts used for repair or replacement may be new, used, or refurbished at Contractor's sole discretion. C. This Agreement does not cover the repair or replacement of a Kiosk in any of the following situations, nor does it provide coverage for any losses described below: 1) The tampering of the Kiosks, or the addition of accessory(ies) to the Kiosks: i. Contractor warrants that the Kiosks are designed to be tamper-proof and secure when used in their original state without any unauthorized modifications. ii. Client acknowledges that Contractor cannot guarantee the tamper-proof nature of the Kiosks if additional accessories, such as keyboards and printers, are added. iii. Client acknowledges that the addition of accessories to the Kiosks may create access points that could potentially allow for destructive tampering or compromise the security of the Kiosks. 2) Loss or damage resulting from any cause other than normal use and operation of the Kiosks, including but not limited to theft, damage beyond repair, exposure to weather conditions, facility staff or inmate negligence, misuse, abuse, or improper electrical/power supply. 3) Cosmetic damage to the enclosure case or other non-operating parts or components, including but not limited to the wall mount bracket, desk mount bracket, cart mount bracket, or industrial cart. TST Maintenance Agreement, Page 1 of 5 COUNTY OF FRESNO PROCUREMENT AGREEMENT P-24-406 4) Improper equipment modifications, vandalism, animal or insect infestation, rust, dust, corrosion, acts of nature, or any other peril originating from outside the Kiosks. 5) Client agrees to take reasonable care to prevent any loss, damage, or theft of the Kiosk during the term of this Agreement. If a Kiosk is lost, damaged beyond repair, or stolen during the Agreement term, Client shall be liable for a full replacement cost of$4,680.00 per Kiosk; this amount shall be due and payable to Contractor immediately. D. Contractor will first attempt to repair a Kiosk via technical phone support and email support. In the event that shipping of a Kiosk back to Contractor becomes necessary for repair, Contractor shall facilitate the process by shipping Client a replacement kiosk as soon as reasonably possible. Client shall use the box that the replacement kiosk was delivered in to mail the Kiosk needing repair back to Contractor. Contractor will provide Client with a FedEx shipping label at no cost. Client will be responsible for shipping the Kiosk to Contractor's service facility for repair, prepaid and insured, and Client agrees to package up the Kiosk with due care and adequate padding. There shall be no reduction in the maintenance fee during the time period that a Kiosk is not functioning. E. Contractor personnel providing on-site service or support within Client's facility will comply with all Client procedures for visitors and vendors entering Client's facility. F. CONTRACTOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY KIOSK, PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE. FURTHERMORE, CONTRACTOR SHALL NOT BE LIABLE IF AN INMATE OF CLIENT'S FILES A GRIEVANCE FOR LACK OF ACCESS TO THE LAW LIBRARY. 2. SAFETY REQUIREMENTS Client agrees to ensure the safety of the Kiosk installation area by covering all accessible electrical outlets with tamper-proof covers. The tamper-proof covers must be securely fastened and designed to prevent unauthorized access or tampering. 3. TERM and COMPENSATION A. This Agreement shall commence on 4.1.2024 and will expire on 3.31.2025 (the "Maintenance Term"). However, if this Agreement is extended by Client pursuant to Section 4 below, then the Maintenance Term will expire on the end of the last term so initialed. B. Client agrees to pay Contractor a monthly fee of$550.00 for Contractor's services under this Agreement. The first monthly payment will be due on 4/l/2024, and thereafter monthly payment will be due by the 15t of each following month. Contractor is entitled to payment in full upon execution of this Agreement by both parties. C. Should Client elect to terminate this Agreement prior to the end of the Maintenance Term, no refund shall be issued for any partial month. Client acknowledges that no refunds or credits will be provided for the already paid amount, regardless of the circumstances of the termination. 4. OPTIONAL EXTENSION OF MAINTENANCE TERM Client has the option to extend the Maintenance Term of this Agreement pursuant to the following conditions: TST Maintenance Agreement, Page 2 of 5 COUNTY OF FRESNO PROCUREMENT AGREEMENT P-24-406 a. Exercise of Option: Client shall indicate how many years it wishes to extend the Maintenance Term by signing its initials next to each selected year(s) in the table below. ($550.00 x 12 months) b. Rate Protection: By extending the Maintenance Term, Client will secure the rates set forth in the table below for the extended term,safeguarding against any future price increases or changes during the extended term. Extended Years Cost& #of Kiosks Client Initials Year 2 - 4.1.2025 —3.31.26 $6,600 - 2 Year 3 - 4.1.2026—3.31.27 $6,600 - 2 Year 4 - 4.1.2027—3.31.28 $6,600 - 2 Year 5 - 4.1.2028—3.31.29 $6,600 - 2 5. COMPLIANCE WITH LAWS A. In providing the services described in this Agreement, Contractor agrees to comply with any and all applicable federal, state, and local laws, statutes, rules, or regulations. B. Contractor agrees to incorporate into and make part of this Agreement, by reference or by setting forth at length, at the option of Client, any and all statutes, rules, regulations, and assurances made pursuant thereto, the incorporation of which may be a prerequisite to or condition of Client receiving any federal or state grant or loan or other governmental assistance. 6. CONFIDENTIALITY Contractor shall ensure that records, names, and identities of all clients, including all former clients, shall remain confidential, except as disclosure is permitted or required by law. 7.ASSIGNMENT AND DELEGATION Contractor has no right to assign, subcontract, or delegate any rights or obligations under this Agreement without the prior written consent of Client. 8. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements,understandings, or representations.Any amendments or modifications to this Agreement must be in writing and signed by both parties. 9. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the extent necessary to render it valid, legal, and enforceable. If it cannot be modified, it shall be severed, and the remaining provisions of this Agreement shall remain in full force and effect. TST Maintenance Agreement, Page 3 of 5 COUNTY OF FRESNO PROCUREMENT AGREEMENT P-24-406 10. NOTICES Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail,return receipt requested,or by reputable overnight courier service to the addresses below. Alternatively, any notice may be given by electronic transmission (email)and such notice shall be deemed given as of the date of transmission provided that the sending party shall maintain a transmission record showing the date and time of delivery. COUNTY OF FRESNO Touch Legal, Inc. DBA"Touch Sonic Technologies": Attn: Michelle Lefors Attn: Mary Justin Valencia, CFO 1225 M St. 2630 Mendocino Avenue Fresno, CA 93721 Santa Rosa, California 95403 Email: Michelle.Lefors@fresnosheriff.org Email: tst@touchsonic.com 11. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the federal or state courts located within the County of Fresno, CA. 12.AUTHORITY Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. TST Maintenance Agreement, Page 4 of 5 COUNTY OF FRESNO PROCUREMENT AGREEMENT P-24-406 IN WITNESS WHEREOF, the parties hereto have executed this Maintenance Agreement as of the day and year first above written. Client Touch Legal, Inc. COUNTY OF FRESNO DBA"Touch Sonic Technologies" Manuel M, Digitally signed by Manuel M.Vilanova Vilanova Date:2024.07.2315:35:03 Signed: -07'00' Signed: Print Name: Manuel VIIar10Va Print Name: Mary Justin Title: Deputy Director Title:CFO Date: 7/23/24 Date:3/20/2024 Signed: Print Name: Title: Date: TST Maintenance Agreement, Page 5 of 5