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CONTRACT 4219 CLOSEDR v N. 'h Services Agreement, CONTRACTOR: LEGACY INMATE COMMUNICATIONS DATE MAILED: - MJ—// Below, you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El Segundo, Only those items Checked-off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability Insurance must meet or exceed the requirements of 180-CGL Form No, CG OO 011185 or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and, property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary," such that any other insurance that may be carried by the City will be excess thereto, Such Insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work. ComDrehensiVe General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $300,000 per occurrence, ❑ Professional Liabil'it coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. ❑ Auto Liab,ilit , including owned, non-owned and hired vehicles with at least: ❑ 11jK0.000 per occurrence. ❑ $100 000 - 300 000 per occurrence, ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. Workers' Compensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) ❑ Copy of valid picture I.D, (Drivers license etc.) ❑ Certificate of Insurance — List Ci i of El Se undo as the Certificate Ho,lder, Cancellation notice reguidng 301Ja s written notice of kLed p ic 2L.y Endorsement — Naming C1!y_0_f El Se undo as the Additional Insured including Officials and EMlgqyges it oludes p PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGER]PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Subq�ijtted Lby_ COLOR COPY REQUIRED BACK TO THE CITY Mail original agreement and insurance Originator/Department Contact: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813 Dale initiated: I- Z 1- Z &!,L- Department Head Approvat DateApproved: 1-2-t-10 rCk_* chasing Agent; Requesting Dept, name - L e, Finance Approval: Date Approved: ✓ Zo I° _kPi- cc: Business License; City Cl .; City 1.GENERALLY. The materials, supplies, or services (collectively„ "Purchase ") covered by this services agreement and purchase order ( "order ") must be furnished by Seller subject to all the terms and conditions contained in this order which Seller, in accepting this order, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Written acceptance or shipment of all or any portion of the Purchase covered by this order constitutes unqualified acceptance of all terms and conditions in this order. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specified the Purchase ordered, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this order. 2.INSPECTION. The Purchase furnished must be exactly as specified in this order, free from all defects in Seller's performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and places. If, before final acceptance, any any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances. If seller is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part. Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other provisions of this order, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted Purchases. Notwithstanding City's acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 3.CHANGES. City may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City's written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed. 4. TERMINATION. City may terminate this order at any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase, City may provide written notice of termination for Seller's default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City. S.TIME EXTENSION. City may extend the time for completion if, in City's sole determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the event delay was caused by City, Seller's sole remedy is limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit. 6.REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law. 7.TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City's written acceptance following an actual inspection and City's opportunity to reject. &PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order. Drafts will not be honored. 9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, orliability, arising out of the Purchase or the order, or their performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City's request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "City" includes City's officers, elected officials, and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order, including, without limitation, to the provisions concerning indemnification. 10.WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. %ASSIGNMENT. City may assign this order. Except as to any payment due under this order, Seller may not assign or subcontract the order without City's written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller's agent. 12.INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which is it performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only. 15.WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller's performance. A waiver by City of any breach of any term, covenant, or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character. %INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. Exhibit "A," Scope of Work 1. Legacy will install and maintain the Inmate Communications Operating System - iCON ° ". iCON` is a complete turnkey Inmate Calling Network with investigative, technical, and administrative communication features. 2. Legacy will provide and maintain for the life of this Agreement new inmate telephones to be installed at the El Segundo Police Department located at 348 Main Street, El Segundo CA, 90245. 3. Collect Calls. To the extent consistent with applicable federal and state laws, rules and regulations, Legacy agrees to provide, and the City hereby agrees to accept the provision of operator services with automated assistance for the El Segundo Police Department. Each operator service call originating from the telephones and placed through the Company may be charged "collect" to pre- approved destinations. Legacy will validate each call through the national Line Information Database (LIDB) and will only process "collect" calls to destination points that do not have registered blocks. Calls shall only be billed upon "acceptance" by the destined party. Legacy shall notify each called destination that the call is coming from the El Segundo Police Department, announce the name of the "caller /inmate," provide an option to access rate information, and allow for acceptance or denial of the call. Call rates are attached as Exhibit 1 to this Scope of Work and incorporated by reference. 4. Pre -Paid "Collect" Service. Legacy agrees to provide pre -paid collect service as needed. The company will provide a toll -free access number for friends and family to call to set up prepaid "collect" service accounts. The Company shall also provide access to an internet -based website where prepaid services can be ordered. Legacy shall also provide its "Friends and Family" program. 5. Debit Card / Cardless Debit. Legacy agrees to provide Debit Card and /or Cardless Debit services as requested by the City. a Inmate Phones. The Company agrees to provide the inmate phones for the entire period of this agreement. Including adding additional phones as needed and requested by the City. . Communications Management S stem iCON'U11. The Company agrees to provide access to its inmate communications management system - iCON -, iCON­ shall provide the El Segundo Police Department with the ability to record and store all inmate calls, live monitor inmate calls, detail reporting of call traffic, and all other options and services offered in the Company's proposal for Inmate Telephone Services. 8. Commissions. The Company agrees to pay the City sixty one percent (61%) of all billed and collected automated "collect" operator service traffic and prepaid "collect" service. Past. The Company shall remit all due commissions to the City of El Segundo thirty (30) days after the end of each calendar month (EOM). 10. Payment Calculation. Gross billable revenue is calculated as the sum of minutes and charges. Commission due the El Segundo Police Department shall be calculated as the product of the total gross billable revenue multiplied by the contracted percentage allowance. Page 1 of 5 11. Term of the Agreement. The term of this Agreement shall commence on the date of the establishment of services at the El Segundo Police Department facility and shall remain in effect for a period of three (3) years. 12. Renewal Options. Upon completion of a three (3) year term the City of El Segundo, at its own discretion, may exercise an option to renew the terms of this agreement, for an additional two (2) one (1) year terms. Such options must be exercised within thirty (30) days of the termination date. All terms and conditions shall remain in effect during the subsequent renewal periods. 13. Notice. Notice shall be deemed to have been received upon receipt of a postage - prepaid letter or telephone facsimile transmission at the addresses set forth in the next sentence, unless otherwise changed by written notice from time to time. Notice to the Company shall be sent to Legacy Inmate Communications, 10833 Valley View Street - Suite 150, Cypress CA 90630. Attention: Contract Administrator, facsimile: 800- 700 -1116. Notice to the City of El Segundo shall be sent to: * .. M EI Se undo Police Department 348 Main Street El Segundo CA 90246 Facsimile: 310 - 322 -4389 14. Service Pro osal for Inmate-Telel2hone Service. It is agreed by both parties that Legacy's proposal to El Segundo Police Department for Inmate Telephone Service shall serve as an addendum to this Agreement. All services, conditions, and terms set forth in Legacy's proposal shall be considered part of this Agreement. Page 2 of 5 Exhibit "1" Call Rates ® A one -time Friends and Family Prepaid Collect Account Set -Up Fee of $7.99 Will Apply ® A Prepaid Collect Account Replenish Fee of $1.50 Will Apply Page 3 of 5 IR Please complete this farm in its entirety Date: 12/512011 Facility Information Facility Name: El Segundo Police Department Facility Physical Address: 348 Main Street Facility Mailing Address: 348 Main Street City: El Segundo State: CA Zip: 92045 Facility type: Police Department Contract Type: New Contact Information Contact Name: Janet Zimmer Title: Sergeant Phone: (310- 524 -2261) Fax: (310 - 322 -4389) Cell: ( ) Email: izimmer @elsegundo.org Equipment Inmate Phones: 13 Visitation Phones: 4 TTY /TDD Phones: 0 Rollaway phones: 0 Phone enclosures: 0 Call detection unit: 0 Cordless phones: 0 Workstation: 0 Monitor: 0 Printer: 0 Backup power Supply: 1 Payphones:0 Services Options: Model: CT1000 Model: Model: Click here to select model Record / Monitor inmate calls: Yes Record / Monitor Visitation phones: Yes Record I Monitor J.M.S/ O.M.S. integration: No Kiosk integration: No Current vendor J.M.S/ O.M.S: Tiberon Current vendor Kiosk: N/A PIN required for ITS:No PIN required for debit card calling: No AccuPin: No Location Based Services: Yes aymei options: Wire transfer: Select option UPS overnight: Select option Mailing address: 348 Main Street El Segundo California 90245 Page 4 of 5 Regular mail: Select option a ,kc