CONTRACT 5294 One Page Service Agreement CLOSED Agreement No. 5294
�'�1
cervices Agreement
VENDOR: LEGACY INMATE COMMUNICATIONS dba LEGACY LONG DISTANCE INTERNATIONAL iNC. DATE:January 26.2017
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 ISO-CGL Form No. CG 2010 1185 or
equivalent. 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.
® Comprehensive 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$1.000.000 per occurrence.
❑ Auto Liability, including owned,non-owned and hired vehicles with at least:
❑ $1,000,000 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 with Waiver of Subrogation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license(at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @(310)524-2340 if you have questions.
❑ Copy of valid oicture I.D.(Drivers license etc.)
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 PURCHASING AGENT,THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted by(complete all blanks): COLOR COPY IREQUIIHEII)[:.SACK TO T11E CITY
Company Name:Legacy inmate Communications By(Print name tide):Curtis A.Brown,President
company Street Address: 10833 Valley View Street, h Vendor's Auth orize Stue re u
it
ed:
Suite 150
City,State,Zip:Cypress,CA 90630 Date signed:
Phone:800-700-1116 FAX:
Vendor's Email address; Vendor's Web site:
g �Cl E' ' e ndo—City Clerk 350 Main Street,El Segundo,CA 90245-3813
Mail original a reement'and I� rk to� t t
Ongmator/Department Contact: Date inrti'&6
P PP val: � Date Approved
,.:�„�° °., Dat roved: �
Department Head A ro �(
Fina �, p royal; - APP L
Cit A torney City er Cdty
Services Agreement forg,cy Communications(2)
1/26/17
Agreement No. 5294
1.GENERALLY. The materials,supplies,or services(collectively, 6.TITLE. Title to materials and supplies purchased under this
"Purchase")covered by this Services Agreement("Agreement")must be Agreement pass directly from Vendor to City upon City's written
furnished by Vendor subject to all the terms and conditions contained in acceptance following an actual inspection and City's opportunity to
this Agreement and the attached Exhibit A,which is incorporated herein reject.
by this reference. In the event of a conflict between this Agreement and 7.PAYMENT. City will pay Vendor after receiving acceptable invoices
Exhibit A,this Agreement prevails. No other terms or conditions are for materials and supplies delivered and accepted or services rendered
binding upon the parties unless subsequently agreed to in writing. and accepted. City will not pay cartage,shipping,packaging or boxing
Written acceptance or shipment of all or any portion of the Purchase expenses unless specified in this Agreement. Drafts will not be honored.
covered by this Agreement constitutes unqualified acceptance of all &INDEMNIFICATION. Vendor agrees to indemnify and hold City
terms and conditions in this Agreement. The terms of any proposal harmless from and against any claim,action,damages,costs(including,
referred to in this Agreement are included and made a part of the without limitation,attorney's fees),injuries,or liability,arising out of the
Agreement only to the extent it specified the Purchase ordered,the Purchase or the Agreement,or their performance. Should City be
price,and the delivery,and then only to the extent that such terms are named in any suit,or should any claim be brought against it by suit or
consistent with the terms and conditions of this Agreement. otherwise,whether the same be groundless or not,arising out of the
2.INSPECTION. The Purchase furnished must be exactly as specified in Purchase or Agreement,or their performance,Vendor wilt defend City
this Agreement,free from all defects in Vendor's performance,design, (at City's request and with counsel satisfactory to City)and indemnify
workmanship,and materials,and,except as otherwise provided,is City for any judgment rendered against it or any sums paid out in
subject to inspection and test by City at all times and places. If,before settlement or otherwise.For purposes of this section"City"includes
final acceptance,any Purchase is found to be incomplete,or not as City's officers,elected officials,and employees. It is expressly
specified,City may reject it,require Vendor to correct it without charge, understood and agreed that the foregoing provisions will survive
or require delivery of such Purchase at a reduction in price that is termination of this Agreement. The requirements as to the types and
equitable under the circumstances. If Vendor is unable or refuses to limits of insurance coverage to be maintained by Vendor,and any
correct such items within a time deemed reasonable by City,City may approval of such insurance by City,are not intended to and will not in
terminate the order in whole or in part. Vendor bears all risks as to any manner limit or qualify the liabilities and obligations otherwise
rejected Purchases and,in addition to any costs for which Vendor may assumed by Vendor pursuant to this Agreement,including,without
become liable to City under other provisions of this Agreement,must limitation,to the provisions concerning indemnification.
reimburse City for all transportation costs,other related costs incurred, 9.WARRANTY. Vendor agrees that the Purchase is covered by the
or payments to Vendor in accordance with the terms of this Agreement most favorable commercial warranties the Vendor gives to any customer
for unaccepted Purchases. Notwithstanding City's acceptance of any for the same or substantially similar supplies or services,or such other
Purchase,Vendor is liable for latent defects,fraud,or such gross more favorable warranties as is specified in this Agreement. Warranties
mistakes as constitute fraud, will be effective notwithstanding any inspection or acceptance of the
3.CHANGES. City may make changes within the general scope of this Purchase by City.
Agreement in drawings and specifications for specially manufactured 10.INSURANCE. Vendor must provide the insurance indicated on the
supplies,place of delivery,method of shipment or packing of the order face sheet of this Services Agreement.
by giving notice to Vendor and subsequently confirming such changes in 11.PERMITS. Vendor must procure all necessary permits and licenses,
writing. If such changes affect the cost of or the time required for and abide by all federal,state,and local laws,for performing this
performance of this Agreement,an equitable adjustment in the price or Agreement.
delivery or both must be made. No change by Vendor is allowed without 12.INDEPENDENT CONTRACTOR. City and Vendor agree that Vendor
City's written approval. Any claim by Vendor for an adjustment under will act as an independent contractor and will have control of all work
this section must be made in writing within thirty(30)days from the date and the manner in which is it performed. Vendor will be free to contract
of receipt by Vendor of notification of such change unless City waives for similar service to be performed for other employers while under
this condition in writing. Nothing in this section excuses Vendor from contract with City. Vendor is not an agent or employee of City and is not
proceeding with performance of the Agreement as changed. entitled to participate in any pension plan,insurance,bonus or similar
4.TERMINATION. City may terminate this Agreement at any time, benefits City provides for its employees. Any provision in this
either verbally or in writing,with or without cause.Should termination Agreement that may appear to give City the right to direct Vendor as to
occur,City will pay Vendor as full performance until such termination the the details of doing the work or to exercise a measure of control over the
unit or pro rata order price for the performed and accepted portion of the work means that Vendor will follow the direction of the City as to end
Purchase. City may provide written notice of termination for Vendor's results of the work only.
default if Vendor refuses or fails to comply with this Agreement. If 13.WAIVER. City's review or acceptance of,or payment for,work
Vendor does not cure such failure within a reasonable time period,or product prepared by Vendor under this Agreement will not be construed
fails to perform the Purchase within the time specified(or allowed by to operate as a waiver of any rights City may have under this Agreement
extension),Vendor will be liable to City for any excess costs incurred by or of any cause of action arising from Vendor's performance. A waiver
City. by City of any breach of any term,covenant,or condition contained in
In the event of termination,Vendor must remove all its equipment this Agreement will not be deemed to be a waiver of any subsequent
from the City's facilities within 30 days of the effective date of breach of the same or any other term,covenant,or condition contained
termination. in this Agreement,whether of the same or different character.
5.11EMEDIES CUMULATIVE.City's rights and remedies under this %INTERPRETATION. This Agreement was drafted in,and will be
Agreement are not exclusive and are in addition to any rights and construed in accordance with the laws of the State of California,and
remedies provided by law. exclusive venue for any action involving this Agreement will be in Los
Angeles County.
Services Agreement for Legacy Communications(2)
1/26/17
Agreement No. 5294
EXHIBIT A
Leg r,r
pay In
mate
Detainee Telephone Service Agreement
This Agreement is made this the_day of , 2017, by and
between Legacy Inmate Communications a dba of Legacy Long Distance International,
Inc. ("Legacy" or "the Company") with principal offices at 10833 Valley View Street -
Suite 150, Cypress, CA. 90630 and the City of El Segundo ("City") on behalf of its
Police Department with principal offices located at 348 Main Street, El Segundo CA.
90245.
RECITALS
WHEREAS, the Company is in the business of providing various inmate communication
services, and operator assisted telecommunication services; and
WHEREAS, the City operates and/or manages a correctional facility/Jail; and
WHEREAS, Legacy will install and maintain the Inmate Communication Operating
System — iCOW. iCOW is a complete turnkey Inmate Call Management System with
investigative, technical, and administrative communication features; and
WHEREAS, Legacy will provide and maintain for the life of this Agreement inmate
telephones and associated equipment located at the P Seoundo Police Departmgnt
located at 348 Main Street, El Segundo; and
WHEREAS, the City desires to enter into this Agreement in order to permit
Inmates/Detainees the use of inmate telephones to place collect, collect pre-paid, and/or
Debit calls.
Now THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties do hereby contract and agree as follows:
1. SERVICES PROVIDED BY LEGACY
1.1 Inmate Telephone Service.
(a) Collect Calls. To the extent consistent with applicable federal and state laws,
rules and regulations, Legacy agrees to provide, and the El Segundo Police
Department hereby agrees to accept the provision of operator services with
automated assistance for the Jail. 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
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Agreement No. 5294
upon "acceptance" by the destined party. Legacy shall notify each called
destination that the call is coming from the El Segundo Jail, provide the name
of the "caller/inmate", provide the called party with call rate information, and
allow for acceptance or denial of the call. The Company will also provide the
called party the option to block their telephone number from further calling.
(b) Pre-maid "Collect" Service. Legacy shall provide its Friends and Family pre-
paid call 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 intemet-based website where prepaid services can
be ordered.
(c) Debit Card/Card-less Debit Service, Debit Cards can be provided to the City
as requested. Debit calling services can be utilized to call any destination
worldwide. The Cards shall be construction paper based. Card-less debit
services can also be provided upon request with detainee prepaid calling
minutes applied to their Personal Identification Number (PIN). The City shall
be invoiced for all Debit Card/Card-less Debit services as requested. The
invoices will be discounted by the offered commission percentage (40%). All
invoices shall be paid within thirty(30)days of invoice date.
(d) Inmate Phones. The Company agrees to maintain detainee phones and
replace as needed.
(e) Communications Manaagment Svstern ('ICON'"). The Company agrees to
provide its inmate communications management system - iCOW. The
system will provide the Police Department with detainee call recording and
live monitoring capabilities among other investigative utilities.
(f) Service Level Iesoo�s; The Company agrees to provide the Police
Department with twenty-four hour toll-free customer support, 365 days a year
including holidays for the Inmate Telephone Service. The Company shall
provide the following guaranteed Service Level Response times for Inmate
Telephone Service:
• Minor Service Cat,ecorv. A minor service category shall be defined
as any service request the affects; three (3) or less inmate telephones
not operational, static or other noise heard on the telephone line,
iCON system administration action needed, new or customized report
requested, or additional training requested. All minor category service
requests shall be addressed within eight (8) hours of the report with
problem resolution provided within two (2) business days.
• Maior Service Cate or . A major service category shall be defined
as any service request that affects; four (4) or more inmate
telephones not operational, call detail/recording information not listing
on the iCON System, call recording or live monitoring utilities not-
operational or dysfunctional. All major category service requests shall
be addressed within four (4) hours of the report with problem
resolution provided within one (1) business day of the report.
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Agreement No. 5294
•
Ernermency Service Categorv. A major service category shall be
defined as any service request that reports one-hundred percent
(100%) of inmate telephones being disabled. All major category
service requests shall be addressed within one (1) hour and a service
technician guaranteed on-site within five (5)hours of the report.
2. COMPENSATION
2.1 Call Commissions. The Company agrees to pay the City fifty five percent(55%)
of all billed and collected inmate call revenue.
2.2 Inmate Call Commission Pa men
A. The Company shall remit all commissions
due to the City thirty(30)days after the end of each calendar month (EOM).
2.3 Payment Calculation. Gross billable revenue is calculated as the sum of minutes
and charges. Commission due the City shall be calculated as the product of the
total gross billable revenue.
3. COMPLIANCE WITH LAW
3.1 Compliance with Law. Legacy shall comply with all laws, rules and regulations
affecting its obligations in conjunction with the provision of and including, without
limitation, those relating to provision of information to End Users regarding
operator services.
3.2 R'e uulatory Chanqes, This Agreement is subject to the applicable federal and
state laws, rules, and regulations relating to inmate telephone services, and to
regulatory or other governmental orders, rules, regulations or approvals as may
apply from time to time. The parties acknowledge and agree that the applicable
Laws may be deleted, amended, or added to from time to time, and that such
alterations may create a conflict between the then-current Laws and the terms or
operation of this Agreement. If any conflict between this Agreement and such
Laws or regulations exists, or comes in to existence, during the Term or Renewal
Term of this Agreement, then the Laws shall control and this Agreement shall be
deemed modified accordingly.
3.2.1 Reaulatory Requirements. This Agreement shall be construed in accordance
with applicable state and federal laws, rules and regulations. In the event those
regulatory or legal requirements are in any manner inconsistent with or require
modification to the terms of this Agreement subsequent to the date of execution
hereof, no written amendment or variation executed by both parties shall be
necessary. Rather, any such amendment or variation shall be effective upon
mailing of written notice by the Company via first-class, postage-prepaid mail or
telephone facsimile transmission of written notice to the City.
4. TERMINATION AND CANCELLATION
4.1 Term. This Agreement shall commence on the date of installation of Legacy's
services and shall continue in full force and effect for a period of five (5)years.
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Agreement No. 5294
4.2 Renewal O tip ons. Upon completion of the initial five(5) year term, El Segundo at
its own discretion, may renew this Agreement for Two (2) additional one (1) year
terms.
4.3 Termination: The City and/or the Company may cancel this agreement with
cause.
5. MISCELLANEOUS
5.1 Covernino Law. This Agreement shall be construed under and in accordance
with the laws of the state of California and shall be deemed performable in the
County of Los Angeles.
5.2 Assignment. Notwithstanding the foregoing, neither the City nor Legacy may
assign their rights and obligations under this Agreement without the prior consent
of the other, which consent shall not be unreasonably withheld.
5.3 Enforceability. The invalidity or enforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions hereof.
5.4 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 El Segundo shall be sent to:
El Segundo Police Department
Operational Support Unit
Jail Bureau
Attention: Emma Johnson
348 Main Street
El Segundo, CA 90245
5.5 Confidentlality. Legacy and the City agree to hold confidential all information
shared that may be marked or indicated as confidential by the other. The City
understands that Legacy's inmate communications operating system, iCON-, is
proprietary and access to and all information about the system are to be
considered confidential unless disclosure is required by state or federal law.
Access to the system cannot be granted to any non-designated facility personnel.
In the event that the City contracts another Vendor in the future to replace
Legacy, City will insure that the ICON"" system is not viewed or accessed by the
Vendor.
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Agreement No. 5294
Detainee Call Rates
LEGACYINIMAIE"
: PMM�UNIGA NG
:El�:,Segun'do"��::Pet�:'Minute:� Into' WC :11A C M 141on
a ates 0-0
Local N/A $0.40 $0.40 55%
Intralata N/A $1.10 $1.10 55%
.......................
Interlata
N/A $1.10 $mo 55%
........................... .............................. --- ---
Interstate N/A $0.25 SO.25 55%
.............
International NIA $1.75 51,75 55%
MEMNON=
Local N/A $0.40 $0.40 55%
................... ................. .......
Intralata N/A $1.jL0 $1.10 55%
............ ........................................................
Interlata N/A $1.10 $1.10 55%
Interstate NIA $0.21 $0.21 55%
International N/A $1.75 $1.75 .5...............�.......................
5%
1
Local N/A $0.40 SO-40 55%
,..r__..........
Intralata N/A $1.10 S1.10 55%
..............
Interlata N/A $1.10 $1.10 55%
..........
Interstate N/A $0.21 $0.21 55%
,—.- ..................................... ....... -111-...........................................
Inteniational N/A $1.75 $1.75 55%
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