HomeMy WebLinkAboutAgreement A-20-491 with Canteen of Fresno Inc..pdf1 2 3 4 5 6 7 8 9 COMMISSARY SERVICES MANAGEMENT AGREEMENT THIS AGREEMENT ("Agreement"), is made and entered into this __ day of _____ , 2020, by and between the County of Fresno, a political subdivision of the State of California, hereinafter referred to as "COUNTY" and Canteen of Fresno, Inc., a California corporation, whose address is at 527 "L" Street, Fresno, CA. 93721, hereinafter referred to as "CONTRACTOR." Hereinafter the COUNTY and the CONTRACTOR shall be referred together as the "Parties" and individually the "Party". WHEREAS, the COUNTY has a need for services of an independent contractor to provide commissary services at Main Jail, North Annex Jail, South Annex Jail, West Annex Jail and any future facilities (individually, "Fresno County Jail Facility" or collectively, "Fresno County 10 11 12 Jail Facilities"); WHEREAS, the COUNTY desires to contract for the provision of such services in connection with the operation of the Fresno County Jail Facilities; and 13 14 15 16 17 18 WHEREAS, the CONTRACTOR represents that it is qualified and willing to provide such services. NOW, THEREFORE, the Parties agree as follows: 1. RESPONSIBILITIES OF THE COUNTY A. The COUNTY designates the Jail Medical Services Bureau Captain of the COUNTY, or his or her designee ("Jail Medical Services Bureau Captain"), as the liaison 19 between the CONTRACTOR and the COUNTY with respect to all communications, billing, and 20 invoicing necessary for the performance of this Agreement and any related disputes. 21 22 23 24 8. The COUNTY shall conduct necessary background checks on all employees of the CONTRACTOR, which the CONTRACTOR assigns to work in any of the Fresno County Jail Facilities. These background checks must be completed before the employee's placement into one of the Fresno County Jail Facilities. The Sheriff, or his or her designee, reserves the right 25 to refuse admittance to any employee of the CONTRACTOR at his/her sole discretion without 15thDecemberAgreement No. 20-491
1 2 cause. The Sheriff, or his or her designee, reserves the right to require background checks of all employees the CONTRACTOR assigns to provide services under this Agreement, regardless of whether that employee normally accesses any of the Fresno County Jail Facilities or not. 3 4 C. The COUNTY will provide direction to the CONTRACTOR's employees in the event of any disturbances or security-related incidents while inside the Fresno County Jail 5 6 7 8 9 10 11 12 13 14 15 Facilities. The CONTRACTOR's employees will immediately follow the directions of the COUNTY's correctional staff in such circumstances. D. The COUNTY shall immediately notify the CONTRACTOR if any of the CONTRACTOR's employees assigned to the Fresno County Jail Facilities loses their access privileges. The CONTRACTOR will immediately remove said employee from the relevant Fresno County Jail Facility. E. The COUNTY-designated Jail Watch Commander will resolve disputes involving jail staff and the CONTRACTOR in matters such as work location and security measures. F. The COUNTY will provide ingress/egress privileges to the appropriate Fresno County Jail Facility or Facilities, subject to its security requirements, to the CONTRACTOR's employees who have been approved for such privileges by the COUNTY. 16 17 18 19 G. The COUNTY will provide the CONTRACTOR access to the Fresno County Offendertrak Computer System. The CONTRACTOR shall ensure that it obtains the necessary permission and any required license and shall perform any other necessary action to obtain such permission and any required license prior to accessing this Offendertrak Computer 20 System. The COUNTY will provide a detailed contingency plan in case of system failure, 21 modem or connection failure, file corruption or other problems that result in the inability to obtain 22 23 24 the inmate download file. If the CONTRACTOR does not receive the inmate download file in its correct format by 7:00AM, commissary delivery will be delayed. All ongoing equipment shall be provided at the CONTRACTOR's expense. All initial hook-up and installation charges shall be at 25 the CONTRACTOR'S expense. 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 H. The COUNTY shall make inmate accounts accessible to the CONTRACTOR. 2. RESPONSIBILITIES OF THE CONTRACTOR A. The CONTRACTOR shall perform all commissary management services for Fresno County Jail Facilities and fulfill all responsibilities pursuant to this Agreement. B. In performance of this Agreement, the CONTRACTOR will provide commissary services at the Fresno County Jail Facilities at the following locations: i. Main Jail: 1225 "M" Street, Fresno, CA 93721 ii. South Annex Jail: 2280 Fresno Street, Fresno, CA 93621 iii. North Annex Jail: 1265 "M" Street, Fresno, CA 93721 iv. West Annex Jail: 2208 Merced Street, Fresno, Ca 93721 C. The COUNTY reserves the right to modify, eliminate or add commissary service needs at any location at its sole discretion. Such modification or elimination of commissary service requirements shall not affect the obligation of the CONTRACTOR with respect to other COUNTY facilities. D. In performance of this Agreement, the CONTRACTOR also agrees to provide commissary services at any future Fresno County Jail Facility of the COUNTY, which is put into operation during the term of this Agreement at the time, place and amount as designated by the COUNTY. E. the liaison The CONTRACTOR will designate the CONTRACTOR's General Manager as between the COUNTY and the CONTRACTOR with respect to all notices, communications, and invoices necessary for exec1,1tion and performance of this Agreement and 3
1 2 3 4 any related disputes. The CONTRACTOR's General Manager shall be available via phone during delivery hours. F. The CONTRACTOR agrees to comply with all Federal, State and Local laws and regulations governing the quality, transportation and delivery of commissary items, and to procure and keep in effect all necessary licenses and permits, as required by law. 5 G. The CONTRACTOR agrees to comply with all applicable Federal, State and 6 Local Laws and regulations pertaining to wages and hours of employment. 7 H. The CONTRACTOR shall hire, administrate, supervise and train all appropriate 8 employees to accomplish the requirements of this Agreement. The CONTRACTOR shall only 9 utilize its employees to fulfill its obligations under this Agreement. It shall be the 10 11 12 13 CONTRACTOR's responsibility to ensure that all employees of the CONTRACTOR are informed of and observe all COUNTY applicable rules, regulations, policies and procedures pertaining to all Fresno County Jail Facilities. All COUNTY applicable rules, regulations, policies and procedures pertaining to all Fresno County Jail Facilities shall be provided to the 14 15 16 17 CONTRACTOR by the COUNTY. All of the CONTRACTOR's employees will be made aware by the CONTRACTOR of the COUNTY's "No Hostage Policy" within any Fresno County Jail Facility. All of the CONTRACTOR's employees shall attend the mandatory detention security orientation training prior to being granted access privileges to any of the Fresno County Jail 18 19 20 Facilities. The CONTRACTOR's employees shall attend training on contraband, working around inmates, control of personal keys, and informing jail personnel about inmate escape plans, drugs or other contraband information. 21 I. The CONTRACTOR shall ensure that drug testing, a OMV report and a criminal 22 background check are completed by CONTRACTOR before hiring an individual as 23 24 25 CONTRACTOR's employee to work in connection with this Agreement. The CONTRACTOR shall hire as employees to work in any of the Fresno County Jail Facilities or in connection with 4
this Agreement only those employees with a clean drug test, OMV report and criminal 1 background check. 2 J. The CONTRACTOR is responsible for ensuring that all of the CONTRACTOR's 3 employees wear appropriate CONTRACTOR provided uniforms and jail issued identification 4 badges while on duty and present in or around any of the Fresno County Jail Facilities. 5 K. No CONTRACTOR employee shall report for duty in or around any Fresno 6 County Jail Facility, while under the influence of alcohol or drugs. The odor of alcohol or 7 observable physical symptoms shall be presumptive of being under the influence at the 8 9 10 11 12 13 14 15 16 17 18 discretion of the COUNTY. If any CONTRACTOR employee is under the influence, at the discretion of the COUNTY, the CONTRACTOR's employee's access privileges to all of the Fresno County Jail Facilities will be immediately revoked, the employee shall be immediately removed from the Fresno County Jail Facility and will not be allowed to perform any work related to this Agreement. L. No CONTRACTOR employee shall bring into or cause to be brought into any of the Fresno County Jail Facilities any alcohol, tobacco, drugs, or any COUNTY-determined contraband. If any CONTRACTOR employee is found to have brought any of such substances into any of the Fresno County Jail Facilities, the CONTRACTOR's employee's access privileges to all Fresno County Jail Facilities will be immediately revoked, the employee shall be immediately removed from the Fresno County Jail Facility, and will not be allowed to perform 19 any work related to this Agreement. 20 21 22 23 24 M. The CONTRACTOR shall provide to the COUNTY background information and a resume for the individual who will be designated as the CONTRACTOR's General Manager. The COUNTY's Division Commander and/or his or her staff shall interview any proposed General Manager prior to their placement into any of the Fresno County Jail Facilities. If there is any change in the General Manager during the term of this Agreement, the same procedures 25 will be required. The COUNTY reserves the right to reject any General Manager without cause. 5
1 2 3 4 5 6 7 8 N. The CONTRACTOR shall provide to the COUNTY the employment applications and resumes, if available, of prospective CONTRACTOR's employees to be hired during the term of this Agreement, and shall ensure that the applicants complete an "Application for Facility Access County Service Provider," similar to the form attached hereto as Exhibit "B," at least sixty (60) days in advance of the hire date. 0. CONTRACTOR shall provide a daily and weekly transaction history of all debits and credits with the Sheriff's Department Business Office. P. Except for the detailed weekly invoice, monthly written report and the year-end summary report, the CONTRACTOR shall provide the following reports as requested by the 9 10 11 12 13 14 15 16 17 COUNTY within two (2) days of the COUNTY 's request: i. Output of commissary slips by location or by individual; ii. iii. Remote side orders and credits; Daily summary of sale by product on a single date; iv. Period summary of sales by product from a date through a date; v. Cash balance report; vi. Account balance report; and vii. History of an order for an account from a date through a date. The CONTRACTOR shall provide other reports as requested by the COUNTY within two 18 19 20 21 (2) days of the COUNTY's request. On the fifth (5th) business day of the month, the CONTRACTOR's monthly written report of the prior month shall be due no later than 5:00 p.m. (PST). On the fifth (5th) business day of the month following the end of the calendar year, the CONTRACTOR's Year-End Summary Report for the prior year shall be due no later than 5:00 22 p.m. (PST). 23 24 25 Q. The CONTRACTOR's registered dietician shall review all consumable commissary items. Notwithstanding the generality of the foregoing, the CONTRACTOR's registered dietician shall review and verify that any specific commissary item that complies with 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 religious tenets or special dietary needs does so. The CONTRACTOR shall provide evidence of such reviews by the CONTRACTOR's registered dietician to the COUNTY within five (5) days from the COUNTY' request. The registered dietician shall work in conjunction with the COUNTY and the COUNTY'S Department of Health in their review. A copy of the registered dietician's license shall be provided to the COUNTY within two (2) days of its request. R. The CONTRACTOR shall operate micro-markets in the Main Jail's and North Annex Jail's dining areas for staff use. The items provided in these micro-markets shall be approved by the COUNTY prior to their provision and shall be to the satisfaction of the COUNTY. S. Purchases will be limited to a maximum of $175.00 per inmate per week for orders placed by the inmate and orders placed through the "mycarepack.com" website. The CONTRACTOR will withhold commissary purchases and deny new commissary purchases to those inmates identified by the Sheriff's staff to be on a disciplinary status or to those inmates that have lost their commissary privileges. T. The CONTRACTOR shall supply items to two CONTRACTOR-owned vending machines located in the South Annex Jail for staff use. The items provided via the CONTRACTOR-owned vending machines shall be approved by the COUNTY prior to their provision and shall be to the satisfaction of the COUNTY. Before the CONTRACTOR can place an additional vending machine, the CONTRACTOR shall give written notice to the COUNTY for its approval and must receive the COUNTY's written approval from the Jail Medical Services Bureau Captain. The COUNTY shall provide the CONTRACTOR with a written notice if the COUNTY decides to revoke the CONTRACTOR's placement of any vending machine. The CONTRACTOR shall be responsible for the maintenance and costs of removal of the vending machine and waste related thereto. U. The CONTRACTOR and the COUNTY agree that time is of the essence in the CONTRACTOR's submission of reports. The CONTRACTOR further agrees that delays in the 7
2 3 4 5 6 CONTRACTOR's performance of its obligations under Section 2. P of this Agreement will adversely affect the COUNTY and will cause unrecoverable damages to the COUNTY. Therefore, the COUNTY has proposed the CONTRACTOR's payment of liquidated damages herein in the event of a delay of submission of any reports, which the CONTRACTOR agrees is a fair, reasonable, and necessary part of this Agreement. Accordingly, the CONTRACTOR agrees to pay as liquidated damages, and not as a penalty, $100.00 per calendar day for each day that any report is late, unless prior approval for late submission by the CONTRACTOR was 7 granted by the COUNTY. 8 9 10 3. COMMISSARY ITEMS: A. The CONTRACTOR shall develop a list of items to be offered to inmates and shall provide a variety of items, reflective of the ethnically diverse inmate population. The 11 12 13 14 15 CONTRACTOR will also provide, as directed by the COUNTY, items which comply with recognized religious tenets (e.g. Kosher, Halal, etc.) and special dietary needs. The CONTRACTOR shall provide a commissary ordering form that will clearly identify items that will meet a special dietary need, such as; Low Sodium, Low Sugar, Kosher, etc. All commissary items must be approved by the Jail Medical Services Bureau Captain. 16 17 18 19 20 21 B. The CONTRACTOR shall submit the commissary item list (i.e., the quantity and the prices of the commissary items to be offered) to the COUNTY upon the Effective Date of the Agreement. i. Commissary lists must accurately document actual items for purchase along with cost. If any items sold or prices vary from the approved list, the change must be immediately noticed to the Jail Medical Services Bureau Captain. Before adding an item to the 22 23 24 25 list of commissary items to be provided to the COUNTY, the CONTRACTOR shall submit a written notice of the addition of the proposed item and five (5) actual samples of the proposed item to the Jail Medical Services Bureau Captain at least one month in advance of their offering. Any item deletion shall be submitted in writing to the Jail Medical Services Bureau Captain at 8
1 2 least one month in advance of its cancellation. Any price change shall be submitted in writing to the Jail Medical Services Bureau Captain at least one month in advance of the price change. Such changes shall be reflected in the commissary order forms by updating the commissary 3 4 5 6 7 8 9 10 11 12 order forms which shall be the CONTRACTOR's responsibility. ii. As part of the commissary items, the CONTRACTOR shall provide for sale COUNTY-approved over-the-counter medicine as requested by the COUNTY. Notwithstanding the generality of anything mentioned herein, CONTRACTOR shall sell and provide ADA approved 4" security toothbrushes such as those currently available from Oraline, located at 4057 W. Road, Cortland NY 13045, (888)296-6730. iii. The CONTRACTOR's items sold shall comply with the provisions of State of California Code of Regulations, Title 15, Article 11, California Penal Code Section 4025 and any other Federal, State, and Local Laws and Regulations applicable to the Fresno County Jail Facilities' commissary services. 13 14 15 iv. The CONTRACTOR shall package and deliver commissary orders. The CONTRACTOR must begin and complete delivery of commissary items at the dates, schedule and times determined by the COUNTY at the COUNTY's sole discretion and may be changed at 16 17 18 19 20 the sole discretion of the COUNTY. a) Notwithstanding the generality of the foregoing, commissary order forms shall be picked up by 5:30 am (PST) by the CONTRACTOR, who shall deliver the commissary items between 1 :00 pm and 8:30 pm (PST) on the same date. The CONTRACTOR shall delivery the commissary items at least twice a week unless directed otherwise by the 21 COUNTY. The CONTRACTOR shall make any redeliveries of commissary order no later than 22 by 11 :00 AM PST of the next day following the date the items were initially delivered. However, 23 24 25 the CONTRACTOR shall reschedule delivery times and change the dates as requested by the COUNTY at its sole discretion. Redelivery may be due to errors, out of stock items or damaged items, as confirmed by Jail Services Unit Staff supervising the commissary delivery. 9
2 3 b) It shall be the CONTRACTOR's responsibility to deliver commissary items to the delivery points as designated by the COUNTY. c) It is the CONTRACTOR's responsibility to deliver all commissary items directly to the housing units of all inmates housed at the Fresno County Jail Facilities. 4 d) It is the CONTRACTOR's responsibility to remove all equipment 5 used to transport commissary items and any resulting waste from the various delivery points as 6 designated by the COUNTY. 7 8 9 10 11 12 13 14 15 16 e) The CONTRACTOR must use a clear, sealed tamperproof plastic bag which has large and small holes punched through to deliver the commissary items to the inmate. Each bag shall have the inmate's identification number, name, facility and location, list of items and quantity ordered, total amount of the order and the inmate's account balance on it. f) Each order is checked twice for accuracy, in the warehouse and at the point of delivery, by the CONTRACTOR. In case of errors, extra product shall accompany every delivery. When delivering the commissary order,· the CONTRACTOR shall verify and check-off the inmate's names from the commissary distribution list. The CONTRACTOR shall ensure that all products ordered by inmates or through the "mycarepack.com" website are delivered to the correct inmate by scanning the inmate's wristband using a scanning program 17 and device and making sure the information provided by the wristband matches the Jail 18 Identification Number and the inmate's photo on the wristband matches the inmate's face. The 19 20 21 CONTRACTOR will ensure that each receipt of completed commissary order is signed by the inmate upon the delivery of the completed commissary order. The CONTRACTOR shall retain these receipts and original completed commissary order forms. 22 C. The CONTRACTOR shall provide for free of charge to the COUNTY internet-23 based commissary purchasing through its "mycarepack.com" website, which shall be 24 maintained by the CONTRACTOR at no cost to the COUNTY. Said website is to be for the sole 25 purpose of providing a point of service for the provision of commissary items and gift packs to 10
1 2 3 4 5 6 inmates that are paid by the relatives, friends, loved ones and other interested parties of the inmates. All commissary items purchased through "mycarepack.com" website shall be delivered according to the same delivery requirements and conditions imposed on the CONTRACTOR for commissary items purchased by the inmates as discussed herein. D. If a commissary item is retooled or discontinued by the manufacturer, the CONTRACTOR shall inform the COUNTY immediately and the replacement item will be submitted for approval or removal to Jail Medical Services Bureau Captain within thirty (30) 7 8 9 10 11 days of the CONTRACTOR receiving the item. The CONTRACTOR shall obtain a replacement item within thirty (30) days of receiving notice of its predecessor's retooling or discontinuation. 4. PRICING: A. The CONTRACTOR agrees to maintain an adequate inventory in order to provide commissary services to inmates on a regular basis. Prices for products sold by the 12 13 14 15 16 17 CONTRACTOR shall be determined by mutual consent between the CONTRACTOR and the COUNTY. Postage stamps and pre-stamped envelopes will be sold at face value with no markup. The CONTRACTOR shall pay all federal, state, and local taxes associated with the operation of the commissary service. B. The CONTRACTOR shall provide at no additional cost to the COUNTY Personal Hygiene Kits and Discipline Housing Kits, according to the specifications determined by the 18 COUNTY and modified by the COUNTY in its sole discretion, to all eligible inmates as defined 19 20 21 by the COUNTY. Notwithstanding the generality of the foregoing, the CONTRACTOR shall provide, at no additional cost to the COUNTY, and distribute Indigent Kits, according to the specifications determined by the COUNTY, to indigent inmates who submit a commissary form 22 23 24 25 requesting the kit during their incarceration. The CONTRACTOR shall also provide the COUNTY a sufficient number of Indigent Kits to be issued to each inmate at the time of booking. The term "indigent inmate" shall mean any inmate who has less than $2.00 on their books at the time the commissary order is processed. 11
1 2 3 4 5 6 7 C. Any inmate who receives a Personal Hygiene Kit, as defined by the COUNTY, may be charged up to $2.50 by the CONTRACTOR for said issue at the time of booking if they have money when they are booked or at a later time during their incarceration when they have money in their account. 5. OPERATIONAL ISSUES: A. The CONTRACTOR will ensure that every inmate who (i) properly completes a commissary form, (ii) has been deemed eligible for commissary by the COUNTY, and (iii) has sufficient, verifiable trust funds, can purchase commissary items a minimum of once per week. 8 9 10 11 12 Additional opportunities to purchase commissary items must be mutually agreed upon by both the COUNTY and the CONTRACTOR. i. The CONTRACTOR shall provide pre-printed commissary order forms and shall update them as commissary items or prices change. The CONTRACTOR shall be responsible for the delivery of the order forms. 13 14 15 16 17 B. The CONTRACTOR will be required to store all inventory off-site. No on-site storage or preparation area will be provided by the COUNTY. C. The CONTRACTOR agrees to meet on an as-needed basis with designated jail representatives for purposes of resolving all commissary service issues. The CONTRACTOR shall maintain a written record of all such meetings and supply a copy of these records to the jail 18 representative designated by the COUNTY. 19 D. The CONTRACTOR shall be responsible for responding to all inmate verbal 20 complaints or verbal grievances concerning commissary service issues within twenty-four (24) 21 22 23 24 25 hours of receiving said grievance from correctional staff of the COUNTY. If the CONTRACTOR is unable to effectively resolve a verbal complaint or verbal grievance and a written grievance is submitted, the CONTRACTOR shall be responsible for answering all written grievances regarding commissary issues within fourteen (14) days of receiving the grievance. 12
1 2 3 E. Within ten days from the execution of this Agreement, the CONTRACTOR will provide the COUNTY with a detailed emergency commissary services plan which addresses interruption of normal delivery, i.e., loss of power or water, fire, employee actions, etc., for any period of time for all Fresno County Jail Facilities. 4 F. The CONTRACTOR will provide a method of handling backorders and restocking 5 for items that have been ordered and not delivered to the inmate because they may have been 6 released. The CONTRACTOR shall maintain a 99.9% or greater completed (no backorder) 7 order percentage. If an inmate has ordered commissary and their account debited, but the 8 inmate is released or transferred before receiving their order, the entire order shall be brought 9 10 11 12 13 14 15 16 17 18 back to the CONTRACTOR's warehouse, all items restocked, and that inmate's account shall be credited so their funds can be returned to them. G. The CONTRACTOR shall (i) provide and install the interface between its commissary program and the Edovo/Legacy tablets and kiosks at the Fresno County Jail Facilities, (ii) shall ensure that its commissary program integrates with the Edovo/Legacy tablets and kiosks at the Fresno County Jail Facilities to allow inmates the ability to electronically order commissary items, and (iii) shall obtain the necessary permission, licenses and perform any other necessary action for such installation and integration prior to the CONTRACTOR executing this Agreement. All operation and maintenance of all computer hardware and software for the commissary services program and the related computerized inmate account 19 system is the responsibility of the CONTRACTOR. Such hardware will not be located at any of 20 the Fresno County Jail Facilities but will be located at the CONTRACTOR's offsite location. 21 6. COMPENSATION AND INVOICING 22 23 24 A. Compensation to the CONTRACTOR: i. The CONTRACTOR shall invoice the Fresno County Sheriff's Office Business Office on a weekly basis for the prior week's commissary deliveries including personal 25 hygiene products, food, snacks, postage stamps, and envelopes. 13
1 2 3 4 a) The COUNTY shall pay the CONTRACTOR'S invoice for commissary deliveries from inmate accounts, only. b) The CONTRACTOR shall be responsible for posting commissary purchases to each inmate's account. The CONTRACTOR must provide the COUNTY with a complete audit trail of all transactions. 5 B. Compensation to the COUNTY: 6 The CONTRACTOR shall pay the COUNTY as full fixed commission, 48% of net sales 7 of commissary services. Net sales shall equal to gross sales, less sales tax, and less postage 8 sales reimbursement. All food sales are non-taxable; all other applicable sales are fully taxable 9 10 11 at the then-current established sales tax rate. The CONTRACTOR shall remit this 48% of weekly net sales to the Inmate Welfare Fund within three (3) working days after the CONTRACTOR receives remittance for the prior week's sales. 12 13 14 15 16 17 18 7. INDEPENDENT CONTRACTOR In performance of this work, duties and obligations assumed by the CONTRACTOR under this Agreement, it is mutually understood and agreed that the CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, 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 venture, partner, or associate of the COUNTY. Furthermore, the COUNTY shall have no right to control or supervise or direct the manner or 19 method by which the CONTRACTOR shall perform its work and function. However, the 20 COUNTY shall retain the right to administer this Agreement so as to verify that the 21 CONTRACTOR is performing its obligations in accordance with the terms and conditions 22 thereof. The CONTRACTOR and the COUNTY shall comply with all applicable provisions of law 23 and the rules and regulations, if any, of governmental authorities having jurisdiction over matters 24 the subject thereof. 25 14
1 2 3 4 5 6 7 8 9 10 11 12 Because of its status as an independent contractor, the CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. The CONTRACTOR shall be solely responsible for and save the COUNTY harmless from all matters relating to payment of the CONTRACTOR's employees, including compliance with Social Security withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, the CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 8. PROTECTION OF INMATE INFORMATION AND OTHER INFORMATION A. Definitions. i. "Authorized Persons" means the CONTRACTOR's employees who have access to Personal Information. ii. "Disclose" or any derivative thereof means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal 13 14 15 16 17 18 19 20 21 22 Information orally, in writing, or by electronic or any other means to any person. iii. "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 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 23 24 25 numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). 15
1 iv. "Privacy Practices Complaint" means a complaint received by the 2 COUNTY relating to the CONTRACTOR's (or any Authorized Person's) privacy practices, or alleging a Security Breach. 3 4 v. "Security Safeguards" means physical, technical, administrative or 5 organizational security procedures and practices put in place by the CONTRACTOR (or any 6 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 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 this Section 8. vi. "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. vii. "Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. B. The CONTRACTOR is aware of the sensitive nature of the Personal Information that the CONTRACTOR may encounter or have access to. C. 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 herein. D. The CONTRACTOR agrees and covenants in favor of the COUNTY that the CONTRACTOR shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this Section 8 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; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for the CONTRACTOR's own purposes or for 16
1 2 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; (iv) protect any and all Personal Information from any manner of observance, whatsoever, by or to any 3 person not specifically and explicitly identified and authorized by the COUNTY or its designee; 4 and (v) not, directly or indirectly, Disclose Personal Information to any person other than person 5 or persons not specifically and explicitly identified or authorized by the COUNTY or its designee 6 pursuant to this Agreement, without the Sheriff's express prior written consent. 7 E. The CONTRACTOR shall remain liable to the COUNTY for the actions and 8 omissions of any unauthorized third party concerning its Use of such Personal Information as if 9 they were the CONTRACTOR's own actions and omissions. 10 11 12 13 F. The CONTRACTOR covenants, represents and warrants to the COUNTY that the CONTRACTOR's Use of Personal Information under this Agreement does and shall 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 14 15 16 17 18 19 20 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 21 CONTRACTOR's sole cost and expense. 22 23 24 25 G. 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 17
1 2 3 4 directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. H. Without limiting the CONTRACTOR's obligations under this Section 8, 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 5 6 7 8 9 Information strictly to the CONTRACTOR's technical, delivery and administrative personnel and Authorized Persons who are necessary for the CONTRACTOR's Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of the CONTRACTOR's connectivity to the COUNTY computing systems will only be through the COUNTY's security gateways and firewalls, and only through security procedures approved upon the express prior 10 11 12 13 written consent of the Jail Medical Services Bureau Captain ; (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 14 15 16 17 18 19 20 21 22 23 systems, and software applications with information storage capability; (b) 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; and (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; (iv) encrypting all Personal Information; and (v) providing appropriate privacy and information security training to Authorized Persons. I. Immediately upon the CONTRACTOR's awareness or reasonable belief of a Security Breach or that Personal Information is at risk of being observed or disclosed to or by a 24 person or persons not specifically and explicitly identified or authorized by the COUNTY, the 25 CONTRACTOR shall (a) notify the Jail Medical Services Bureau Captain of the Security 18
Breach, such notice to be given first by telephone at the following telephone number (559) 600-1 2 8145, followed promptly thereafter by email at the following email address: stephen.mccomas@fresnosheriff.org (which telephone number and email address the COUNTY 3 may update by providing notice thereof to the CONTRACTOR), and (b) preserve all relevant 4 evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating 5 6 7 8 9 10 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. Immediately following the CONTRACTOR's notification to the COUNTY of a Security Breach, as provided pursuant to this Section 8, the Parties shall coordinate with each other to 11 12 13 14 15 16 17 18 19 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, 20 and the CONTRACTOR shall provide a written report of the investigation and reporting required 21 22 23 24 25 to the Jail Medical Services Bureau Captain within thirty (30) days after the CONTRACTOR's discovery of the Security Breach. 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 19
1 2 3 4 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 in this Section 8. 5 The CONTRACTOR agrees to cooperate, at its sole expense, with the COUNTY in any 6 litigation or other action to protect the COUNTY's rights relating to Personal Information, 7 including the rights of persons from whom the COUNTY receives Personal Information. 8 J. The CONTRACTOR shall have and maintain a written information security policy 9 that specifies Security Safeguards appropriate to the size and complexity of the 10 CONTRACTOR's operations and the nature and scope of its activities. 11 The CONTRACTOR shall ensure that all of its employees, subcontractors, 12 representatives, agents, outsourcers, and consultants, and providers of professional services to 13 14 15 Contractor (who have access to Personal Information and are bound by law or in writing by confidentiality obligations to protect Personal Information in accordance with the terms of this Section 8, herein) who Use Personal Information agree to the same restrictions and conditions 16 17 18 19 20 21 22 23 24 in this Section 8 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 persons or entities, or amending any written agreements to provide same. K. Upon the termination of this Agreement, the CONTRACTOR shall promptly return to the COUNTY all Personal Information, whether in written, electronic or other form or media, in its possession, in a form used by the COUNTY at the time of such return, or upon the express prior written consent of the Jail Medical Services Bureau Captain , securely destroy all such Personal Information, and certify in writing to the COUNTY that such Personal Information 25 have been returned to the COUNTY or disposed of securely, as applicable. If 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 CONTRACTOR disposes of any such Personal Information, as provided herein, 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 Jail Medical Services Bureau Captain with respect to the return or disposal of Personal Information and copies thereof. If return or disposal of such Personal Information or copies thereof is not feasible, the CONTRACTOR shall notify the COUNTY according, specifying the reason, and continue to extend the protections of this Section 8 to all such Personal Information and copies thereof. The CONTRACTOR shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this Section 8. The CONTRACTOR's obligations under this Section 8 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. L. The CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in this Section 8 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. M. This Section 8 is not intended, nor does it attempt to, modify or prevent any disclosures that are compelled by law or valid court order. In any case in which the CONTRACTOR believes it 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, the CONTRACTOR shall (a) immediately notify the COUNTY of the specific 21
2 3 4 5 demand for, and legal authority for the disclosure, including providing the 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 (b) promptly notify the COUNTY 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 6 7 8 9 10 11 12 13 14 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. N. All services performed by the CONTRACTOR under this Agreement shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. 9. COVID-19 The CONTRACTOR and its employees shall follow all applicable federal, State of California, COUNTY, and local laws, orders, ordinances, and regulations pertaining to and 15 16 17 18 19 20 21 22 Fresno County Jail Facilities' guidelines for COVID-19, as amended from time, and follow all directions of the staff at the Fresno County Jail Facilities, including, but not limited to, temperature checks at the entrances of the Fresno County Jail Facilities. 10. HOLD HARMLESS The CONTRACTOR agrees to indemnify, save, hold harmless, and at the COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to the COUNTY in connection with the performance, or failure to perform, 23 24 25 by the CONTRACTOR, its 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 22
2 3 4 5 6 damaged by the performance, or failure to perform, of the CONTRACTOR, its officers, agents, or employees under this Agreement. The CONTRACTOR agrees to indemnify, save, hold harmless, and at the COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses, and any and all claims, damages, costs, fees, regulatory fines and penalties, and forms of legal action involving cyber risks or copyright infringement, occurring or resulting to the COUNTY in 7 8 9 10 11 connection with the performance, or failure to perform, by the CONTRACTOR, its 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, and any and all claims, damages, costs, fees, regulatory fines and penalties, and forms of legal action involving cyber risks, occurring or resulting to any person, firm, or corporation who may be injured or 12 damaged by the performance, or failure to perform, of the CONTRACTOR, its officers, agents, 13 or employees under this Agreement. Notwithstanding the generality of the foregoing, the 14 15 16 17 18 19 20 21 CONTRACTOR agrees to indemnify and hold the COUNTY harmless from any copyright infringement or proprietary right claim arising from the use of the "mycarepack.com" website. 11. INSURANCE Without limiting the COUNTY's right to obtain indemnification from the CONTRACTOR or any third parties, the CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: A. Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars 22 ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This 23 policy shall be issued on a per occurrence basis. The COUNTY may require specific 24 coverages including completed operations, products liability, contractual liability, Explosion-25 Collapse-Underground, fire legal liability or any other liability insurance deemed necessary 23
because of the nature of this Agreement. 1 B. Automobile Liability 2 Comprehensive Automobile Liability Insurance with limits of not less than One Million 3 4 5 6 7 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., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One 8 Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual 9 aggregate. 10 D. Cyber Liability 11 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, 12 13 14 15 16 17 18 19 20 21 22 23 $2,000,000 annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. For purposes of the cyber liability insurance required under this Agreement, "cyber risks" include, but are not limited to, (i) security breaches, which include disclosure of, whether intentional or unintentional, information provided by the COUNTY, Personal Information, information provided by or obtained from any inmate, or personal-identifying information relating 24 to any inmate, to an unauthorized third party; (ii) breach of any of the CONTRACTOR's 25 obligations under this Agreement relating to data security, protection, preservation, usage, 24
1 storage, transmission, and the like; (iii) infringement of intellectual property including, but not 2 limited to, infringement of copyright, trademark, and trade dress; (iv) invasion of privacy, 3 including any release of private information; (v) information theft by any person or entity, 4 whatsoever; (vi) damage to or destruction or alteration of electronic information; (vii) extortion 5 related to the CONTRACTOR's obligations under this Agreement regarding electronic 6 information, including information provided by the COUNTY, information provided by or obtained 7 from any inmate, Personal Information, or personal-identifying information relating to any 8 inmate; (viii) network security; (ix) data breach response costs, including security breach 9 response costs; (x) regulatory fines and penalties related to the CONTRACTOR's obligations 10 under this Agreement regarding electronic information, including information provided by the 11 COUNTY, information provided by or obtained from an inmate, or personal-identifying 12 information relating to any inmate; and (xi) credit monitoring expenses. 13 E. Worker's Compensation 14 A policy of Worker's Compensation insurance as may be required by the California 15 Labor Code. 16 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, 17 and employees any amounts paid by the policy of worker's compensation insurance required by 18 this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy 19 that may be necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver 20 of subrogation under this paragraph is effective whether or not CONTRACTOR obtains such an 21 endorsement. 22 The CONTRACTOR shall obtain endorsements to the Commercial General Liability 23 insurance naming the County of Fresno, its officers, agents, and employees, individually and 24 collectively, as additional insured, but only insofar as the operations under this Agreement are 25 concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by the COUNTY, its officers, agents and 25
employees shall be excess only and not contributing with insurance provided under the CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a 2 3 4 ,5 minimum of thirty (30) day's advance written notice given to the COUNTY. Within thirty (30) days from the date the CONTRACTOR executes this Agreement, the 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 and Services Bureau 6 Captain, 1225 M Street, Fresno, CA 93721, stating that such insurance coverage have been 7 obtained and are in full force; that the County of Fresno, its officers, agents and employees will 8 not be responsible for any premiums on the policies; that for such worker's compensation 9 10 11 12 13 14 insurance the CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance names 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; that such coverage for additional insured shall apply as primary insurance and any other insurance, or 15 self-insurance, maintained by the COUNTY, its officers, agents and employees, shall be excess 16 17 18 only and not contributing with insurance provided under the 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 the COUNTY. 19 20 21 22 23 In the event the 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 with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. 24 Best, Inc. rating of A+ FSC VIII or better. 25 12. TERMINATION 26
A Non-Allocation of Funds -The terms of this Agreement, and the services to be 2 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 3 4 5 6 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: 7 8 9 10 11 12 i. An illegal or improper use of funds; ii. A failure to comply with any term of this Agreement; iii. iv. A substantially incorrect or incomplete report submitted to the COUNTY; Any late payment by the CONTRACTOR; v. Improperly performed service. In no event shall any payment by the COUNTY or acceptance of any payment by the 13 COUNTY from the CONTRACTOR constitute a waiver by the COUNTY of any breach of this 14 Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall 15 such payment impair or prejudice any remedy available to the COUNTY with respect to the breach 16 or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to 17 the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the 18 judgment of the COUNTY were not expended in accordance with the terms of this Agreement. The 19 20 21 22 23 24 25 CONTRACTOR shall promptly refund any such funds upon demand. C. Without Cause -Under circumstances other than those set forth above, this Agreement may be terminated by the COUNTY upon the giving of thirty (30) days advance written notice of an intention to terminate to the CONTRACTOR. 13. TERM 27
1 2 3 This Agreement shall become effective January 1, 2021 and terminate on December 30, 2023. This Agreement shall automatically be extended for two optional one-year extensions upon the same terms and condition herein set forth, unless written notice of non-renewal is given by either of the Parties to the other Party no later than December 31, 2023 or December 4 31, 2024, respectively. 5 6 7 8 9 10 11 12 13 14. INSPECTION OF RECORDS The CONTRACTOR agrees to keep full and accurate records and shall follow accounting and record keeping methods and practices customarily employed in business of like character and as may be required by law. All dealings and transactions relating to the performance of services hereunder shall be duly entered therein in the usual and ordinary course of business, and the COUNTY and its duly authorized representatives, including the Auditor-Controller/Treasurer, shall have full and free access, upon giving of reasonable notice, to said records and accounts and may inspect or audit same at reasonable times at the COUNTY's expense and during normal business hours of the CONTRACTOR. All records 14 15 16 17 18 19 20 remain the property of the COUNTY and will be immediately presented to the COUNTY upon contract termination. If this Agreement exceeds Ten Thousand Dollars ($10,000.), the CONTRACTOR shall be subject to the examination and audit of the California State Auditor for a period of three (3) years after final payment under this Agreement (Government Code Section 8546.7). 15. NOTICES The persons and their addresses having authority to give and receive notices under this 21 Agreement include the following: 22 A. CONTRACTOR: Canteen of Fresno, Inc., 527 "L" Street, Fresno CA 93721. 23 Attention: Mr. Scott Browning -President 24 B. COUNTY: Sheriff, 2200 Fresno Street, Fresno, CA 93621, 25 Attention: Business Manager. 28
2 All notices between the COUNTY and the CONTRACTOR provided for or permitted under this Agreement must be in writing and delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A 3 notice delivered by personal service is effective upon service to the recipient. A notice delivered by 4 5 6 7 8 9 first-class United States mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed outside of 10 11 12 13 COUNTY business hours, then such delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in this section establishes, waives, or modifies any claims presentation requirements or procedures 14 15 16 17 18 19 20 21 22 23 24 25 provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 16. ASSIGNMENT Neither party hereto shall assign this Agreement or its rights or delegate its duties hereunder without written consent of the other. 17. NO AMENDMENT UNLESS IN WRITING No provision hereof may be waived, amended, altered, modified, cancelled, terminated or otherwise changed or discharged except by an instrument in writing executed by the parties hereto. 18. COOPERATION 29
2 3 4 5 6 7 8 9 10 The CONTRACTOR shall cooperate with the COUNTY in investigating and responding to any complaint received regarding commissary services provided to correctional facility inmates under this Agreement. 19. GOVERNING LAW This Agreement shall be construed and interpreted according to the laws of the State of California. It is expressly agreed that venue for any action or suit arising from or connected with the rights and obligations created hereunder shall be in Fresno County, California. 20. CONSISTENT FEDERAL INCOME TAX POSITION: The CONTRACTOR acknowledges that the Main Jail, South Annex Jail, and North Annex Jail have been acquired, constructed, or improved, and that West Annex Jail has been or will be acquired, constructed, or improved, by using net proceeds of governmental tax-exempt 11 bonds (collectively, "Bond-Financed Facilities"). The CONTRACTOR agrees that, with respect 12 to this Agreement and the Bond Financed Facilities, the CONTRACTOR is not entitled to take, 13 and shall not take, any position (also known as a "tax position") with the Internal Revenue 14 15 16 Service ("IRS") that is inconsistent with being a "service provider'' to the COUNTY, as a "qualified user" with respect to the Bond-Financed Facilities, as "managed property," as all of those terms are used in Internal Revenue Service Revenue Procedure 2017-13, and to that 17 18 19 20 21 22 23 24 25 end, for example, and not as a limitation, the CONTRACTOR agrees that the CONTRACTOR shall not, in connection with any federal income tax return that it files with the IRS or any other statement or information that it provides to the IRS, (a) claim ownership, or that it is a lessee, of any portion of the Bond Financed Facilities, or (b) claim any depreciation or amortization deduction, investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed Facilities. 21. 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 30
changes its status to operate as a corporation. 1 2 3 4 5 6 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, 7 8 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. 9 22. ENTIRE AGREEMENT 10 This Agreement, including its Exhibits, constitutes the entire agreement between the 11 12 CONTRACTOR and the COUNTY with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and 13 14 understanding of any nature whatsoever unless expressly included in this Agreement.. 23. COUNTERPARTS 15 This Agreement may be executed in any number of counterparts, each of which shall be 16 17 18 19 20 21 22 23 24 25 deemed an original, but all of which together shall constitute one and the same Agreement, binding on the Parties according to its terms and conditions. Ill Ill Ill Ill Ill Ill Ill Ill 31
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IN WITNESS WHEREOF , the part ies hereto have caused this Agreement to be
executed as of the day and year first herein above written .
COUNTY OF FRESNO:
Ernest Buddy Mendes hairman
of the Board of Supervisors of
the County of Fresno
REVIEWED & RECOMMENDED FOR
APPROVAL:
By ____________ _
Margaret Mims , Sheriff
ATTEST:
Clerk to the Board of
Supervisors
Fund :
ORG :
SIC
Acct. No .:
0096
1500
17700
5957
32
CONTRACTOR:
Scott Browning
Canteen of Fresno , Inc .
Secretary
2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 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. (S) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). 33
2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 (1) Company Board Member Information: Name: Date: Job Title: (2) Company/AQency 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 Sianature Signature:\ I Date: I 34
2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21. 22 23 24 25 Exhibit "B" Application for Facility Access County Service Provider Application for Facility Access New.1 35
Name: FRESNO COUNTY SHERIFF-CORONER'S OFFICE JAIL DIVISION APPLICATION FOR FACILITY ACCESS TO THE FRESNO COUNTY DETENTION FACILITIES Agency/Firm/Organization Represented: Agency/Firm/Organization Address: Agency/Firm/Organization Telephone: Immediate Supervisor: -------------------------Your Job Title: ____________________________ _ Reason requesting authorization for Jail Clearance: (Interviews, Assessments, Lead Groups/ Classes, Volunteer, etc.) After completing this form and the attached "Personal History Statement," immediately have your fingerprints taken at the Main Jail Fingerprints Room, located on the first floor of the Main Jail Detention Facility at 1225 "M" Street. The review of clearance for approval will take place after fingerprints are researched in Sacramento for any criminal history. Notification will be made when the review is complete. Temporary clearances are not granted. Revised 2017
Instructions to the Applicant • The information provided in this Personal History Statement (PHS) will be used in the background investigation to determine suitability for clearance to enter the Fresno County Sheriff-Coroner's Office Detention Facilities. • Fill out the form completely and accurately. • Type or legibly print (in ink) all required information. • If a question does not apply, enter NIA (not applicable) in the space provided for your response. • If more space is needed for responses, attach additional pages and identify the information by the question number. Accurate and Full Disclosure Keep in mind that: 1. The completion of a Personal History Statement is mandatory. 2. All statements are subject to verification. 3. Inaccuracies or incomplete statements may bar or remove you from consideration for clearance. 4. All required time periods in your background must be accounted for. 5. Attach copies of any required certificates, letters, transcripts, etc. as proof that you meet requirements for the position/clearance level applying for. 6. If self-employed as an interpreter, please attach a copy of your business license. 7. If employed by a law firm or social services agency, attach a letter from your immediate supervisor, on appropriate letterhead, verifying full-time employment and credentials. 8. If licensed, attach a photocopy of your license and/or credentials. 9. If representing a court approved program, provide a letter of verification from the Courts and the District Attorney's Office. 10. If applying as a Volunteer with Religious Programs, Alcoholics Anonymous, or Narcotics Anonymous, provide a letter of recommendation from the agency you are representing. It is to your advantage to respond openly. All factors in your background will be evaluated in terms of the circumstances and facts surrounding their occurrence, and their degree of relevance. For example, having an arrest record is not in itself grounds for disqualification. During the investigation. the investigator will inquire into the facts surrounding such an occurrence. An evaluation will then be made of the relevance of these facts to the requirements for clearance. Disclosure of Arrests and Convictions As an applicant, you are required to disclose any of the following which occurred on or after your 18th birthday (even if the records are sealed): 1. All arrests, whether they result in a conviction or not. 2. All convictions. 3. All diversion programs, whether completed or not (unless medically related). Revised 2017
SECTION 1: PERSONAL 1. YOUR FULL NAME LAST FIRST 2. OTHER NAMES. INCLUDING NICKNAMES, YOU HAVE USED OR BEEN KNOWN BY 3. ADDRESS WHERE YOU RESIDE STREET CITY 4. MAILING ADDRESS, IF DIFFERENT FROM RESIDENCE 5. CONTACT NUMBERS HOME ( 6. EMAIL ADDRESS HOME 7. BIRTHDATE WORK ( EXT 8. SOCIAL SECURITY NUMBER 9. DRIVER'S LICENSE: OTHER ( BUSINESS 10. PHYSICAL DESCRIPTION HEIGHT WEIGHT LBS HAIR COLOR EYE COLOR SECTION 2: EMERGENCY NOTIFICATION A) NAME STREET HOME ( RELATIONSHIP CITY WORK ( STATE ZIP EXT B) NAME STREET HOME ( RELATIONSHIP CITY WORK ( STATE ZIP EXT C) DOCTOR/MEDICAL SERVICES STREET HOME ( CITY WORK ( EXT STATE ZIP SECTION 3: Certification/License 11. D I possess a certificate or license from the following institution: Revised 2017 MIDDLE APT/UNIT STATE ZIP □ CELL □ FAX □ PAGER 10. PLACE OF BIRTH SEX M 0 FD I ) -) -) -) -) -) -
SECTION 4: LEGAL 12. HAVE YOU EVER BEEN ARRESTED OR CONVICTED OF ANY MISDEMEANOR OR FELONY OFFENSE IN THIS OR ANY OTHER STATE OR COUNTRY? 0 YES ONO IF YES, LIST ALL OFFENSES, INCLUDING THOSE PUNISHABLE UNDER THE UNIFORM CODE OF MILITARY JUSTICE. EXPLAIN CIRCUMSTANCES B APPROX DATE LAW ENFORCEMENT AGENCY EXPLAIN CIRCUMSTANCES C APPROX DATE LAW ENFORCEMENT AGENCY EXPLAIN CIRCUMSTANCES D APPROX DATE LAW ENFORCEMENT AGENCY EXPLAIN CIRCUMSTANCES 13. Have you ever been placed on court probation as an adult? 0 YES O NO IF YES, EXPLAIN THE CIRCUMSTANCES AND INCLUDE WHEN, WHERE AND WHY. 14. Have you ever been denied access to any other detention facilities? 0 YES O NO IF YES, EXPLAIN THE CIRCUMSTANCES AND INCLUDE WHEN, WHERE AND WHY. Revised 2017
FRESNO COUNTY SHERIFF-CORONER'S OFFICE No Hostage Acknowledgment You are requesting permission to enter a no hostage facility. It is the policy of the Fresno County Sheriff-Coroner's Office that employees will not recognize hostages for bargaining purposes or permit inmates or others to use hostages to escape from custody. This policy will be applied in all cases without regard to the sex, age, or employment status of any hostage. It is the policy of the Fresno County Sheriff-Coroner's Office that all persons entering this facility may be subject to search. The undersigned acknowledges that working or performing any activities within the Fresno County Sheriff-Coroner's Jail facilities can be dangerous. The dangers include the risk of personal injury and the damage to personal property. It is understood that the Fresno County Sheriff-Coroner's Office maintains a NO HOSTAGE FACILITY. SECTION 5. Applicant Signature I hereby certify that I have read and understand all rules and statements contained in this application and that I personally completed each page of this form and any supplemental page(s) I have attached, and that all statements made on each and every page are true and complete to the best of my knowledge and belief. I understand that any misstatement of material fact may subject me to disqualification, or, if I have been appointed, may disqualify me from attaining clearance. SIGNATURE IN FULL Revised 2017
****************** FOR OFFICIAL USE ONLY****************** Fingerprints taken: _________________ _ Date Initials Comp ID# Warrant/Offendertrak/NAMS Check: Active__ Negative __ Date Professional License: Verified Active Dale Initials Expires: ___________ _ SERGEANT'S REVIEW Approved: Yes __ Contact Level: Red __ Expiration Date: No __ Yellow __ Green __ White __ Initials Comp ID# Comp ID# Orange __ Blue __ Signature: ___________________________ Date: ________ _ LIEUTENANT'S REVIEW Approved: Yes __ No __ Signature: __________________________ _ Date: ________ _ Individual Received Pass---------------------------------Clearance Revoked: ________ _ Reason: _____________________ _ Revised 2017
. :) ~ FRESNO COUNTY Sheriff-Coroner's OFFICE JAIL DIVISION ' " ' "' ~!,,J,cJ\'!>~ DETENTION FACILITIES IDENTIFICATION CARD You have received a Jail identification card that will allow you to enter the Fresno County Detention Facilities. Your ID card has been issued with an expiration date (located beneath your photo). It is each individual's responsibility to renew their ID card prior to the expiration date. The Sheriffs Office will not issue a reminder. If your badge expires prior to renewal, you will need to reapply and could be required to pay a fee to be re-fingerprinted. If your ID card is lost, stolen or misplaced, it is your responsibility to report the loss to both the Sheriff's Office and your employer. IMMEDIATELY call and notify the Jail Pass Coordinator at (559) 600-8241. In order to facilitate replacement of an ID card, you will need to submit the following: • A letter addressed to the Jail Operations Bureau Commander explaining the circumstances of the loss, and if applicable, the steps you will take to prevent reoccurrence. • A letter from your employer requesting replacement of the ID card (to include the telephone number and signature of your supervisor). Without these documents, the ID card will not be reissued. If you separate employment from your current employer, you are required to return your ID card within ten (10) business days to: Ida Chapa Fresno County Sheriff's Office Jail Operations Bureau 1225 "M" Street Fresno, CA 93721 The ID card is the property of the Fresno County Sheriff's Office. If you fail to return your ID card, it could prohibit you from being able to receive another ID card in the future. Identification cards are not to be altered in any way. I have read and understand the above conditions associated with maintaining a Fresno County Detention Facility ID card. I agree to comply with the conditions as set forth herein. Printed Name 1gnature Date Ida Chapa-(559) 600-8241 2955 Wrtnessed by Computer Number Revised 2017
FRESNO COUNTY SHERIFF'S OFFICE POLICY ACKNOWLEDGEMENT #0-360 -SEXUAL MISCONDUCT AND ABUSE As part of the National Standards to Prevent, Detect, and Respond to Prison Rape, the Sheriffs Office is required to ensure that all employees, contractors, and volunteers who have contact with inmates are aware of their responsibilities under the Sheriff's Office sexual abuse prevention, detection, and response policy and procedure. ZERO-TOLERANCE The Fresno County Sheriff's Office maintains a ZERO-TOLERANCE policy regarding sexual abuse and sexual harassment. Not only does this include inmate-on-inmate sexual assault, but also sexual abuse, sexual misconduct, and sexual harassment of an inmate by a staff member, contractor, or volunteer. Definitions of each are provided under Section I of the policy. SEXUAL ABUSE -IMMEDIATE RESPONSE If the inmate was sexually abused within a time period that still allows for the collection of physical evidence, request that the victim not take any actions that could destroy the evidence (e.g., showering, brushing teeth, changing clothes, using the restroom, eating, drinking), and then immediately notify correctional staff. REPORTING ALLEGATIONS An inmate may report sexual abuse* to any employee, volunteer, or contractor. If the inmate reports the sexual abuse to you, you are required to immediately notify your supervisor and report the information to the on-duty Jail Watch Commander (600-8440). · *Inmates may report any aspect of sexual abuse, sexual misconduct, and sexual harassment; retaliation by other inmates or staff for reporting sexual abuse and sexual harassment; and staff neglect or violation of responsibilities that may have contributed to an incident of sexual abuse. Any allegation is a very serious situation and shall be treated with discretion and confidentiality. Apart from reporting to your supervisor and the Jail Watch Commander, do not reveal any information related to the sexual abuse to anyone other than those who "need to know" (i.e., those who need to make treatment, investigation, and other security and management decisions). SENSITIVITY Victims of sexual abuse may be seriously traumatized both physically and mentally. You are expected to be sensitive to the inmate during your interactions with him/her. SEXUAL DISORDERLY CONDUCT By choosing to work in a jail environment, you have accepted the possibility that you may face inappropriate and socially deviant behavior. While it is not possible to stop all obscene comments and conduct by inmates, neither shall it be accepted; acts of indecent exposure, sexual disorderly conduct and exhibitionist masturbation will not be tolerated. Any inmate who engages in indecent exposure or sexual disorderly conduct shall be reported immediately to correctional staff, with a follow-up advisement to your supervisor. Sexually hostile conduct shall not be ignored. If you have any questions, please contact Ida Chapa at (559) 600-8241. Please sign and return the attached Policy Acknowledgement form to your supervisor. Revised 2017
FRESNO COUNTY SHERIFF'S OFFICE JAIL DIVISION POLICY ACKNOWLEDGEMENT #0-360 -SEXUAL MISCONDUCT AND ABUSE I hereby acknowledge that I received a copy of the Sexual Misconduct and Abuse policy for the Jail Division of the Fresno County Sheriff's Office and that I have read it, understand its meaning, and agree to conduct myself in accordance with it. Signed: Date: Print Name: Name of Employer: --------------------------Name of Supervisor: --------------------------Revised 04/16