HomeMy WebLinkAboutLEGACY INMATE COMMUNICATIONS - 2017INSURANCE NOT ON FILE
WORK MAY N9-PROCEED
CLERK OF COUNQ
DATE: NOV U 9 26
Inmate Communications Service Agreement
M
A-2017-288
Lego /^v r�'"" 1 his Agreement is made this 17th day of October, 2017, by and between Legacy Inmate
Communications dba Legacy Long Distance International, Inc. ("Legacy" or the "Contractor") and
the City of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City").
RECITALS
1. On April 26, 2017, City issued Request for Proposal ("RFP") 17-052 seeking proposals
from qualified vendors for inmate and telephone visitation services at the Santa Ana City
Jail. The Jail provides housing for inmates incarcerated or detained for federal, state, and
immigration proceedings.
2. Contractor submitted a responsive proposal that was selected by the City. Contractor is
in the business of providing various inmate communication services and operator assisted
telecommunication services and will maintain the Inmate Communication Operating
System — iCON�. iCOW' is a complete turnkey Inmate Call Management System with
investigative, technical, and administrative communication features.
3. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional inmate telephone firm.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
TERM
1.1 Term. This Agreement shall commence on November 1, 2017 and terminate on
October 31, 2019, unless terminated earlier in accordance with Sections 1.3 and 5.H.
below.
1.2 Renewal Options. Upon completion of the initial two (2) year term, the City may grant
up to three (3) additional one (1) year renewals, exercisable by a writing by the City
and the City Attorney.
1.3 Termination: The City and/or the Contractor may cancel this agreement with or without
cause upon ninety (90) days written notification.
2. SERVICES PROVIDED BY LEGACY
Contractor shall perform these inmate telephone and visitation system services that are set forth
below and as stated in the Contractor's proposal, which shall be incorporated by reference to this
Agreement as though fully set forth herein.
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2.1 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 City hereby agrees, to accept
the provision of operator services with automated assistance for the City Jail. Each
operator service call originating from the telephones and placed through the
Contractor 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 applicable
correctional facility, 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
Contractor will also provide the called party the option to block their telephone
number from further calling.
(b) Pre -Paid Account Service. Legacy shall provide its Friends and Family pre -paid
call service. Legacy agrees to provide pre -paid collect service as needed. The
Contractor will provide a toll-free access number for friends and family to call to
set up prepaid "collect" service accounts. The Contractor shall also provide access
to an internet-based website where prepaid services can be ordered. Prepaid
Accounts can also be utilized to fund voice messaging, secure messaging (email),
video messaging services, and related services as selected by the City.
(c) Debit Service. Debit service will be provided to the City as requested. Debit calling
services can be utilized to call any destination worldwide. Debit services may be
applied directly to an Inmate PIN or by distributing Debit Cards if requested by the
City. The City shall be invoiced for all Debit amounts purchased through the facility
commissary or cash office. Purchased Debit amounts will be discounted by the
City's commission percentage. Legacy agrees to work with the City's commissary
service provider to create an interface system the will allow debit amounts to be
purchased through the commissary and applied to a valid inmate PIN.
(d) Inmate Phones. The Contractor agrees to provide inmate phones and associated
equipment for the entire period of this Agreement.
(e) Communications Management System (ICON'"). The Contractor agrees to
provide access to its inmate communications management system -ICON""
including system updates released during the period of his agreement. ICON'"
shall provide all services as detailed in the Contractor's response to Request for
Proposal No. 17-052 Inmate Telephone Service and Visitation System.
(f) Service Level Responses, The Contractor agrees to provide the City with twenty-
four -hour toll-free customer support, 365 days a year including holidays for the
Inmate Telephone Service, The Contractor will make its best effort to provide the
following Service Level Response times for Inmate Telephone Service:
Minor Service Category. A minor service category shall be defined as any
service request the affects; one (1) individual inmate telephone not operational,
static or other noise heard on the telephone line, !CON system administration
action needed, new or customized report requested, or additional training
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requested. All minor category service requests shall be addressed within eight
(8) hours of the report with problem resolution provided within twenty-four (24)
hours.
Major Service Category. A major service category shall be defined as any
service request that affects; two (2) 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 four (4) hours of the report unless otherwise
negotiated with the City.
Emergency Service Category. A major service category shall be defined as
any service request that reports fifty percent (50%) of inmate telephones being
disabled in any location of the Jail. All major category service requests shall
be addressed within one (1) hour and a service technician guaranteed on-site
within two (2) hours of the report.
2.2 Video Visitation Services.
(a) BCD - Kiosks. The Contractor agrees to provide and install four (4) Bridge
Communication Devices at the facility. The BCD devices will provide on-site video
visitation services. If requested by the City additional BCD devices will also
provide secure messaging (e-mail) and Video Messaging Services. The BCDs
can also function as inmate telephones.
(b) Video Visitation Service. The Contractor agrees to provide remote and onsite
video visitation service at the Santa Ana City Jail.
2.3 Installation of Service. Legacy shall install and make fully functional all inmate
telephone and video visitation services reflected in sections 2.1 and 2.2 of this
agreement no later than thirty (30) days after a project "kickoff' meeting between the
City and Legacy.
2.4 Related Services, The City retains the option to implement and make use of any
related services offered or developed by the Contractor during the period of this
agreement. All services that bear a revenue sharing component shall be subject to
the compensation terms defined in Section 3 of this agreement.
2.5 Incorporation of Legacy Proposal The proposal by the Contractor dated May 23, 2017
and submitted in response to the City of Santa Ana RFP 17-052 is incorporated into
this agreement in full.
3. COMPENSATION
3.1 Call Commissions. The Contractor agrees to pay the City a minimal annual
percentage of inmate gross billable revenue defined in Exhibit "A" at a rate of 77% of
all revenue generated or $110,000 annually, whichever amount is greater.
3.2 Financial Incentive. The Contractor agrees to pay $15,000 to the City upon execution
of this Agreement.
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3.3 Inmate Call Commission Payment. The Contractor shall remit all commissions due to
the City thirty (30) days after the end of each calendar month (EOM).
3.4 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 multiplied by the contracted percentage allowance.
4. COMPLIANCE WITH LAW
4.1 Compliance with Law. Legacy shall comply with all laws, rules and regulations
affecting its obligations in conjunction with the provision of the Services including,
without limitation, those relating to provision of information to End Users regarding
telecommunication services.
4.2 Regulatory Changes. 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.
4.3 Regulatory 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
Contractor via first-class, postage -prepaid mail or telephone facsimile transmission of
written notice to the City.
5. TERMS AND CONDITIONS
A. FACILITIES, EQUIPMENT AND OTHER MATERIALS, AND OBLIGATIONS OF
THE CITY OF SANTA ANA
Vendor shall, at its sole cost and expense, furnish all facilities, equipment, and
other materials which may be required for furnishing services pursuant to The
Agreement.
TIME FOR PERFORMANCE
Time is of the essence. Failure of Vendor to perform any services within the time
limits set forth in the Agreement shall constitute material breach of the
Agreement.
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C. TIME
Vendor shall devote such time to the performance of services pursuant to the
Agreement as may be reasonably necessary for the satisfactory performance of
Vendor's obligations pursuant to the Agreement. Neither party shall be
considered in default of the Agreement to the extent performance is prevented or
delayed by any cause, present or future, which is beyond the reasonable control
of the party.
D. INDEPENDENT CONTRACTOR
Contractor shall during the entire term of this contract, be construed to be an
independent contractor and not an employee of the City. This contract is not
intended nor shall it be construed to create an employer-employee relationship, a
joint venture relationship, or to allow the City to exercise discretion or control over
the manner in which contractor performs the services required by this contract.
However, the services to be provided by contractor shall be provided in a manner
consistent with all applicable standards and regulations governing such services.
Contractor shall pay all salaries and wages, employer's Social Security taxes,
unemployment insurance, and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
E. INSURANCE
Prior to undertaking performance of work under this contract, contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain
insurance as described below:
Commercial General Liability Insurance. Contractor shall maintain
commercial general liability insurance which shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting there from and damage to property, resulting
from any act or occurrence arising out of contractor's operations in the
performance of this agreement, including, without limitation, acts involving
vehicles. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including
death resulting therefrom, and property damage, in the total amount of
One Million Dollars ($1,000,000) per occurrence, Two Million Dollars
($2,000,000) in the aggregate. Such insurance shall (a) name the City,
its officers, employees, agents, volunteers, and representatives as
additional insured(s); (b) be primary and not contributory with respect to
insurance or self-insurance programs maintained by the City; and (c)
contain standard separation of insureds provisions.
2. Business automobile liability insurance, or equivalent form, with a
combined single limit of not less than One Million Dollars ($1,000,000) per
occurrence. Such insurance shall include coverage for owned, hired and
non -owned automobiles.
3. Worker's Compensation Insurance. In accordance with the provisions of
Section 3300 of the Labor Code, contractor is required to be insured
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against liability for Workers' Compensation or to undertake self-insurance.
Prior to commencing the performance of the work under this contract,
contractor agrees to obtain and maintain any employer's liability
insurance with limits not less than One Million Dollars ($1,000,000) per
accident.
4. If contractor is or employs a licensed professional such as an architect or
engineer: Professional liability (errors and omissions) insurance, with a
combined single limit of not less than One Million Dollars ($1,000,000) per
claim.
5. The following requirements apply to the insurance to be provided by
contractor pursuant to this section:
Contractor shall maintain all insurance required above in full force
and effect for the entire period covered by this agreement.
Certificates of insurance shall be furnished to the City upon
execution of this contract and shall be approved in form by the
City Attorney.
C. Certificates and policies shall state that the policies shall not be
canceled or reduced in coverage or changed in any other material
aspect without thirty (30) days prior written notice to the City.
If contractor fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish the City with required proof
that insurance has been procured and is in force and paid for, the City
shall have the right, at the City's election, to forthwith terminate this
contract. Such termination shall not affect contractor's right to be paid for
its time and materials expended prior to notification of termination.
Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance
by the City.
HOLD HARMLESS/ INDEMNIFICATION
To the fullest extent permitted by law, contractor shall indemnify, defend and hold
harmless City, its officers, agents and employees (collectively, the "indemnified
parties") from and against any and all claims (including, without limitation, claims
for bodily injury, death or damage to property), demands, obligations, damages,
actions, causes of action, suits, losses, judgments, fines, penalties, liabilities,
costs and expenses (including, without limitation, attorney's fees, disbursements
and court costs) of every kind and nature whatsoever (individually, a claim;
collectively, "claims"), which may arise from or in any manner related (directly or
indirectly) to any work performed or services provided under this contract
(including, without limitation, defects in workmanship and/or materials) or
contractor's presence or activities conducted performing the work (including the
negligent and/or willful acts, errors and/or omissions of contractor, its principals,
officers, agents, employees, vendors, suppliers, contractors, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may
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be liable for any or all of them). Notwithstanding the foregoing, nothing herein
shall be construed to require contractor to indemnify the indemnified parties from
any claim arising from the sole negligence or willful misconduct of the
indemnified parties. Nothing in this indemnity shall be construed as authorizing
any award of attorney's fees in any action on or to enforce the terms of this
contract. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the contractor.
G. NOTICE
Any notice, tender, demand, delivery or other communication pursuant to this
agreement shall be in writing and shall be deemed to be properly given if
delivered in person or mailed by first class or certified mail, postage prepaid, sent
by telefacsimile communication, or via e-mail to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Fax 714-647-6956
With courtesy copy to: Chief of Police
Santa Ana Police Department
60 Civic Center Plaza (M-97)
P.O. Box 1981
Santa Ana, CA 92702
Fax: 714-245-8090
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6515
To Contractor: Legacy Inmate Communications
Curtis A. Brown
10833 Valley View Street, Suite 150
Cypress, CA 90630
H. TERMINATION
The City reserves the right to terminate the contract as follows:
In the event contractor fails or refuses to timely perform any of the
provisions of this agreement in the manner required, or if contractor
violates any provision of this agreement, contractor shall be deemed in
default. City shall provide written notice of such default to contractor's
project manager. Contractor shall cure said default within a period of two
(2) working days. If such cure is not completed in a timely manner, City
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may assess liquidated damages or terminate the agreement forthwith by
giving written notice to contractor's project manager. City may, in addition
to the other remedies provided in this agreement or authorized by law,
terminate this agreement by giving written notice of termination.
Contractor shall be responsible for all costs incurred by City, including
replacement costs of equipment and labor required to provide service
during contractor's default. In the event of such termination for cause,
City shall pay contractor that portion of compensation specified in the
agreement that is earned and unpaid prior to the effective date of
termination. Contractor shall not be entitled to any compensation for lost
profits it terminated for cause.
2. This agreement may be terminated without cause by City upon thirty (90)
days written notice delivered to the contractor either personally or by mail.
Upon termination, City shall pay to contractor that portion of
compensation specified in the agreement that is earned and unpaid prior
to the effective date of termination.
3. In addition to, or in lieu of, remedies provided in this agreement or
pursuant to law, City shall have the right to withhold all or a portion of
contractor's compensation for contract services if, in the judgment of the
projects manager or designee, the level of service falls below appropriate
standards and/or contractor fails to satisfactorily perform contract
services. City shall have the right to retain funds withheld until the
projects manager or designee determines that contract services are
performed as well and as frequently as required by this agreement.
CONTRACTOR OPTION FOR TERMINATION
The contractor may request termination of the contract when conditions during
the contract make it impossible to perform or when prevented from proceeding
with the contract by act of God, by law or official action of a public authority or in
the event on nonpayment by the City. Such request will require one -hundred
eighty (90) days written notice prior to contract termination date requested. In
the event of nonpayment of undisputed sums by the City, contractor shall give
the City thirty (30) working days to cure the alleged breach.
J. LIQUIDATED DAMAGES
If the City determines that the contractor breaches its promise to provide services
in compliance with the Terms and Conditions of applicable laws and regulations,
and the specifications set forth above, it would be impracticable and extremely
difficult to determine the damage to City arising from such breach. Therefore, in
the event of contractor's breach, contractor shall pay to City the sum of $300 per
day for such breach, in addition to any cost, fines, etc. levied against the City.
K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS
Contractor shall solicit and advertise employment opportunities to Santa Ana
residents. The City shall inform the contractor of areas to publicize recruitment
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opportunities, such as work centers and community centers. Such effort and
procedure will be provided to the City for review.
L. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
Contractor shall perform all requirements under this contract in strict
observance of and in compliance with all applicable environmental, traffic,
safety and any other laws, regulations, ordinances, codes and any other
legislative or statutory requirements.
2. Contractor warrants that the performance of services under this contract
shall be compliant with the current requirements of the Public Service
Commission and the Federal Communications Commission (FCC) and as it
may be amended or updated throughout the term of this contract.
3. Vendor represents and warrants to the City of Santa Ana that it has all
licenses, permits, qualifications, and approvals of whatsoever nature, which
are legally required for Vendor to practice its profession. Vendor represents
and warrants to the City of Santa Ana that Vendor shall, at its sole cost and
expense, keep in effect or obtain at all times during the term of the
Agreement, any licenses, permits, and approvals which are legally required
for Vendor to practice its profession at the time the services are performed.
N. ASSIGNMENT
Inasmuch as this contract is intended to secure the specialized services of
contractor, contractor may not assign, transfer, delegate or subcontract any
interest herein without the prior written consent of City and any such assignment,
transfer, delegation or subcontract without the City's prior written consent shall
be considered null and void.
O. JURISDICTION — VENUE
This contract has been executed and delivered in the State of California and the
validity, interpretation, performance and enforcement of any of the clauses of this
contract shall be determined and governed by the laws of the State of California.
Both parties further agree that Orange County, California, shall be the venue for
any action or proceeding that may be brought or arise out of, in connection with
or by reason of this contract.
P. FINES
The contractor shall be liable for all violation fines levied against the City by
federal, state, or local agencies with regulatory authority related to contractor
provided services.
Q. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein
below has the power, authority and right to bind their respective parties to each of
the terms of this Agreement, and shall indemnify City fully, including reasonable
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costs and attorney's fees, for any injuries or damages to City in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated
as if fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
APPROVED AS TO FORM:
SOCARVAHALO
Cit Att
By:
TAMA A ETUGUSIAN
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
—DAVM- LENTIN
Acting Chief of Police
CITY OF SANTA ANA
Raul Godinez I
City Manager
1
-0
Tax ID# 77 ®`/3 g z6 d
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Exhibit "A" —Rates and Commission
•
Page 11 of 11
USAGE RATES
a 1
e
Local
None
$0.20
Intralata
None
$0.20
Interlata
None
$0.20
Interstate
None
$0.20
International(Mexico & Canada)
_
None
$0.25
International (Other)
None
$0.50
s'
8 8
Local
None
$0.20
Intralata
None
$0.20
Interlata
None
$0.20
Interstate
None
$0.20
International (Mexico & Canada)
None
$0.25
International (Other)
None
$0.50
t :
'
Local
None
$0.20
Intralata
None
$020
Interlata
None
$0.20
_ Interstate
None
$0.20
International (Mexico & Canada)
None
$0.25
International (Other)
None
$0.50
Voicemail
None
$0.50 Per Voicemail
Remote Video Visitation
None
$0.35 Per Minute
On Site Video Visitation
None
None
Secure Message (email)
None
$0.50
Photo Message
None
$0.50
Video Message
None
$2.00
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EXHIBIT A - PROPOSERS CERTIFICATION & COST PROPOSAL
Legacy inmate Communications 1 10833 Valley View St:eet, Suite 150 1 Cypress, CA 90630
Office 800-577-5534 1 Fax. 800-700-1116 1 wwvv legacyinmate corn
Secure Instant Messaging (E -Mail)
77%
Financial Incentive
$15,000.00
4
77% of all revenue generated or $110,000.00 per year,
Minimum Annual Guarantee (MAG)
whichever is greater. (Note: ADP must be maintained
As needed
at 125 2Lh,her throughout the year).
Proposed Hardware & Equipment
Included in our offer at no cost, Legacy is proposing to supplythe Santa Ana PD facility with the following
new corrections -grade equipment,
61
TMG CT -1000 inmate Telephones
2
TMG CT -900 Cordless (Hands -Free) Inmate Telephones
4
Legacy VV -1000 Video Visitation Kiosks
46 (23 sets)
TMG CT -50 Visitation Phone Sets
As needed
Ultratec Supercom 4400 TTY/TDD Units
As needed
TMG TM -24-7 Portable Carts
Fees & Ancillary Charges
Prepaid Account Transaction Fee (Processed via Live Agent) $5.95
Prepaid Account Transaction Fee (Processed Online) $3.00
Bill Statement Fee $2,00
All fees are compliant with federal and state regulation. No other fees will be applied.
*A Note on the Payment of Interstate Commissions
Legacy pays commission on all innate calling, including interstate calls. Legacy and its legal team have
carefully reviewed all of the Federal Communication Commission (FCC)'$ rulings and we are confident
that it is entirely legal to do so. If a vendor has chosen not to pay commission on interstate
calling (or to not pay commissions at all) it is just that --a choice. In paragraph 56 of the FCC
13-113 Ruling, the FCC clearly states:
"We do not conclude that ICS providers and correctional facilities cannot have arrangements
that include site commissions. We conclude only that, under the Act, such commission
payments are not costs that can be recovered through interstate ICS rates... We state only
that site commission payments as a category are not a earnpensable component of interstate
ICS rates."
Legacy Inmate Communications 1 10833 Valley View Streer Suite 150 1 Cypress, CA 90630
Office: 800-577-5534 1 Fax: 800-700-1116 I www.legacyinmate.com