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HomeMy WebLinkAbout022811_ca03 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners FROM: Steve Richmond, JCSO Jail Superintendent DATE: February 4,2011 SUBJECT: Commissary and Cash Handling Services at the Jail STATEMENT OF ISSUE: These changes will simplify and update our current commissary and cash handling services. ANALYSIS: Inmates will deal directly with the commissary vendor. Cash will be deposited by inmates and family to their inmate trust account directly with the vendor. Funds due an imnate at release will be in the form of a debit card instead of a check. FISCAL IMP ACT: It is anticipated that there will be a savings of approximately 15-20 hours of Corrections stafftime per week. The commissary and cash-handling equipment will be paid for by a service charge added to all transactions by the vendor, no cost will be incurred by the County. RECOMMENDA nON: Approve and sign by BoCC. REVIEWED BY: County Administrator Date SW A"ISO"l SERVICES CORPORATION COMMISSARY SERVICE CONTRACT nons AGREEME?\IT. made this day of ..m ______, 20_ by and bet\veen the Jefferson County Sheriffs Office, located at 81 Elkins Road, Port Hadlock, \VA 98339 hereinafter referred to as "Client" and Sv,ranson Services Corporation with principal offices located at 1133 Pennsylvania St, Denver Co S0203, hereinafter rcfcned to as "Sv,:anson" WIlNLSS TO: \Vhercas, Client desires to avail itself of Swanson's services, and Swanson desires to provide such services to Client. in consideration of mutual covenants and agreements hereto set forth; the partics intending to be legally bound, hereby agree to as follo\ys: SECTION O'lE: CLll'NTS GRANT TO SWANSON Client grants to Swanson, as an independent contractor, the exclusive right to sell commissary or food products and any other items which are charged to the residents account balance: including but not limited to debit phone cards, to the residents of the Jctlcrson County SheritYs Otlice located at 81 Elkins Road, Port Hadlock, \VA 98339, such location referenced herein as "premises" [l1ld any future locations managed by Client. Charges. by the Client. to a resident's account f(lf services the Client provides to such resident. are excluded from this provision. SUIION TWO: SWAt-;SON'S RESPONS!HILlTllS /\. Pursuant to the provisions of this agreement. Swanson \vill purchasl: and maintain at high standards of quality. a mutually agreed upon number and type orinventol)' items. at mutually agreed locations tor the sales of food products, non~alcoholic beverages, tobacco products and other such articles: and will keep such inventory adequately serviced and supplied, with the appropriate merchandise in good LJuality_ 5\-\'aosol1 warrants that initial price list is subject to ordinary price adjustment that from time to time. is necessary due to market factors beyond the control of Swanson during the tenn oftllis agreement. B. Swanson agrees La comply with all applicable Federal, State and Local laws and rcgulations pertaining Lo wages and hours of employment. C All record~ \\,ill be kept on file by S\vanson for a period of three (3) years, from the date which record is made. Upon reasonable notice, Swanson 'will give Client. or Client's authorized representative, the privilege of inspecting, examining and audiLing, during normal busines~ hours and with re,lSClI1able advance notice, sllch ofSvr"anson's records directly relevant to client' purehasc:;. The cost OfSLlCh inspection, examirwtion Of audit :;hall be the sole expense ofClienL Such inspections shall take plw:.:e at the S\vanson 10C<llion where said records are nonn<llly maintained. D. ShipmenL o I' orders will be FOB: Dock E. Only provisions contained in S\vanson's proposal dated, November 2() I 0, agreed to in writing. and attached as an exhibit to this agreement, are made a part of this agreement. f. Swanson agrees to provide phonc suppOI1 for Swanson's software on a 24 hour. 7 days per \veek basis. G. Swanson agrees to provide OnSite hardware support and maintenance on Swanson owned hardware. After installation of Swanson Software on Client's Hard\.vare, Client agrees to compensate Swanson for direct. actual expenses related to providing sLlpport and maintenance on Client's l-Iard\vare. SECTION THREE CLlEt-;rS RESPO'lSIIJILlTlES A. It shall be the sole responsibility nfClient to insure that Client's employees fl)llow and <ldhcre to the accounting system provided by S\vanson. and operating procedures presented during initial training provided hy Swanson. This includes. but is not limited to, balancing cash drawers. daily trust fund balancing. \Neekly trust fund balancing and monthly check book and bank reconciliation. B. It shall be the sole responsibility of the Client to train replacement or rdiefpersonnel in processing commissary, and/or inl11aintaining the accounting system, provided by SWilllson. Under no circumstance vri1J Sv..-anson be responsible for the integrity of the accounts or account bahmces maintained by Client. Should Client request additional training and supporL of S",'anson, such training and support will be provided at a ICe. mutually agreed to in writing, by the parties. C. Client or Client's staff will adhere to mutually agreed to time frame for commissary order and delivery procedures, where delivery to residents is provided by S\vanson Shlfr. D. Client shall promptly, and in a timely manner. notify S\vanson of any changes in Client's Hardware, Software or Operating Procedures: Lhat in any way affect Swanson's hard\vare, sofhNare or Swanson's performance under this agreement. E. If Client delivers orders to the inmate. Client will accurately accounL tor and deliver commissary orders shipped by Svvanson, notifying S\vanson immediately of any discrepancy. F. \-Vith any interface. Client wil! insure that Client's Hardv..'arc or Softvvare in no way resulLs in the disruption of Sv,Janson's I lard ware or Software operating systems, files or file strucLure. SI'.CTlON FOUR: FINANCIAL ARRANGEMENTS A. Client agrees to reimburse Swanson each "ieek for all purchases from Sv,;anson. B. Swanson is responsible for the payment ofany sales fees. or other taxcs, levied against the sales or perfonnancc under Lhis contract. C. Swanson agrees to remit any payments due Client vvithin tit1een (15) days following Lhe end ofSwanson's fiscal accounting period. D. Nothing in this agreement shall allow either party to vvithhold or refuse payment of any money due for service provided, in full compliance with the tenns of this agreement. SECIION FIVE: INDEMNIFICATION AND ICJSIJRANCr A. The parties shall indemnit)! each other against any loss, damage, injury or death, caused by the negligent acts or nmissions by their agents or employees: far losses, damages, injuries or death caused by their negligence and arising out of the consumption or use of the products sold or services provided. However nothing contained herein shall require the parties Lo detend or indemnify each other tor losses, damages. injuries or death arising out of the negligence of their respective agents or employees. B. rhe party's oblig<ltion to hold each other harmless. pursuant to the Agreement, shall be dependent upon promptly notifYing e<lch other in writing of any such claims or la\vsuits against either Swanson or Client: in no cvcnL, later than thirty (30) days atter the date of tirs! receiving notice of such claim or lawsuit. Failure of either party receiving such noti Iication. to notify the other party orany such claim or lawsuit within said Lhirty (30) day period. shall relieve that party of any and all responsibility and liability undcr the Agreement to Indemnify ancl hold harmless. SECTION SIX EMPLoyrrs A. Parties to this Agreement recognize that employees of Client arc not employees of Swanson and employees of Swanson are not employees of Client. B. During the term of this Agreement, and for <l period oft"l'o (2) years from the termination ofthis agreement, including any renewal or extension ofthis agreement: the parties agree not to hire, and noL to otrer to hire. any employee or f()rmer employee of the other party, without the express written consent or that party. SEC liON SEVEN: COM\IE'lClcMENT This Agreement shall become efjective as ofthe commencement date of service. and shall remain in effect for tive (5) years. unless sooner tenninatcd as herein provided. The commencement date of this contract shall be 20 ]t shalllhereafter renevv iL'lclrautomatically for similar Lerms until notice oftennination, in \\Titing, is given by either party by registered mail at lea.;;;t ninety (90) days prior to the expiration of this Agreement, or any renew'al tenn thereof. SFCTIOJ\ EIGHT: TERMIJ\A TION: A lhe following may not be a cause for tennination of this agreement: I. Any responsibility of Client retcrred to in Section Three: Responsibilities, ol'Lhis agreement. 2 Failure of any third party de]ivel)' service 10 ddiver a S\vanson shipment in a limely and satisfactory manner. B. This /\greement may only be terminated under the follo\-ving circumstances: I. Upon mutual agreement of both Client and Sv....anson, upon 30 days written notice. 2. l;or Cause, in the tiJJlovving manner: a. Ireither party shall refuse. fail. or be unable to perfonn any orthe telms of this agreement tor any reason. other than excused performance stah::d in other sections of this agreement. Tbe party claiming such failure shall give the other party written notice of such breach listing the event and necessary documentation supporting such bn:ech b. \Vithin 30 days, both parties shall meet and discuss the claimed breach. and set forth a mutually agreed upon resolution to such breach. and the time.line for correcting such breach in a manner satis/actory to both parties. Such resolution and time~linc must be in \VTiting, agreed to and signed by both parties. c. If, a mutually agreeable resolution is not achieved, or if<lt the end of such time line. the agreed upon resolution m1d timc.line are not being met; the injured party may cancel this agreement effective ten days (10) after the end of said agreed time line, or failure to mutually agree to a resolution. 3. By either party, upon ninety (90) days' notice to the non.termin<lting party, \-vith or without cause. C. Liquidated Damages: I. Client agrees that Swanson must expend considerable time and resources in the implementation, training mld execution of this agreement and that cancellation, for any reason. prior to completing the full term of this agreement 'will result in S\vanson suffering substantial losses. 2 In the event A) <l claimed breach of contract occurs and a mutually agreeable resolution is not achieved, B} <l proposed resolution ora claimed contract brcach is not being fulfilled or C) the Client invokes Scction 8.8.3 then Client <lgrees thm Swanson is entitled to Liquidated Damages. In the event that either ;'A) or '.,.r <:IS listed here are the event giving rise to Swanson's right to Liquid<lted Dmnages, (hen Swanson shall be entitled to as Liquidated Damages a sum equal to five percent (5%) of its sales <It the Client's site for the prior twelve (12) \\'hole months. This me<:lns that a bre<lch of contract th<:lt is deemed incurable as of January 13,2014 would entitled S"vanson to Liquidated Damages equal to 5%) of their sales at the Client's site for the months Jmluary through December 2013. In the event that .'Cr' is the event giving rise to Swanson's right (0 Liquidated Damages. then S\vanson shall be entitled to as Liquidated Damages a sum equal to tive pcrcent (5~.'o) orits sales at the client's site for the prior six (6) whole months. Thus, ifthc Client invoked Section 8.B.3 with an crTcctive termination date of.Tanuary 13,2014, then Swanson would be entitled to Liquidated Damages equal to 5% of its sales at the Client's site for July, August... September, October, November and Deeember2013. If Swanson <:Ind Client also bave in place and executed a valid "COBRA COMBO CASHIER (T rademark) SERVICE AGREEI\-lEJ\T," at the time when Swanson is pursuant to this contract then Swanson may elect to obtain Liquidated Damages through this Contract or that "Cobra Combo Service Agreement" but may not collect Liquidated Damages through or pursuant to both contmcts ], Should Client fail to compensate Swanson for its Sales and/or any Liquidated damages outlined herein, Swanson shall be entitled to one and one~half( 1.5%/) percent interest, per month on any outstmlding balance owed Swanson. 4. Swanson shall not be entitled Liquidated Damages if an event that would othenvise allow Swanson to obtain such damages pursuant to Section 8C above occurs or is established to have OCCUlTed on or after .I<1nuary I, 20] 7, SEcnOK'JIKE. INDEPE:-IDE'JT CO'JTRACTOR RELATIO:-lSI!IP It is mutually understood and agreed, and it is the intent of the parties, that subject to applicable tenus and conditions set forth in the direct sales to client financial arrangement. ifsuch is used; ml independent contractor relationship be and is hereby established under the tenns and conditions of this AgreemenL; that employees of Swanson are no( nor shall be deemed to be employees oC Client; and that employees of Client are not nor shall they be deemed to be employees of Swanson. SECTIO'J TEN: SWA:-ISON'S TITU: TO TilE SOFTWARE AND HARDWARE A. All software installed by Swanson pursuant Lo the Agreement is proprietary. copyrighted and a patent application on file wiLh regard to, not only the software, but also the operating technology involved in Swanson's services. This software ,md technology, shall at all times, remain the property ofS\vanson, with title and all rights vested in Swanson. Client shall have no property interest in said software and technology and shall at all times protect such software and technology from copying, removal, tampering with, or disclosure to other persons or companies, without the express, written consent of Swanson. B. All hard\,vure installed by Swanson shall remain the property of Swanson, unless purchased by Client CAll t\:laintenanee, repair. or replacement ofhar(hvure shall be lhe responsibility of: Swanson SECTION ELEVEN: EXCUSED PERFOJUvlA'KE In case performance of any tenns or provisions hereof (other than the payment of monies) shall be delayed or prevented because of compliancc with any la\v, decree, or order of any governmental agency or authority, either local, State, or Fcderal, or because of riots, \var, public disturbances, sLrikes, lockouts, differences with workmen, fires, floods, acts of God, or any other reason v'r'hatsoever \vhieh is not within the control of the party whose performance is interfered with and which, by the exercise of reasonable diligence said party is unable to prevent the party so suffering may at its option suspend_ vvithout liability, the performance of its obligations hereunder during the period of such suspension of performance of duties hereunder. SI,CTION TWFLVE ASSIG'JMENT Neither Swanson nor Client may assign or transfer this Agreement., or any part thereoL without the express \\TiLtcn consent orthe other party. SECTION TlIIRTEE'J: ENTIRE AGREEMENT: WAIVER This Agreement constitutes the entire Agreement behveen the parties with respect to the provision of Commissary Services; and there arc no other or further vVTitten, or oral, underst<mdings or agreements \vith respect thereto. No variation or modification ofthis Agreement, and no waiver of its provisions. shall be valid unless in writing and signed by the duly authorized officers of Swanson and Client. This Agreement supersedes all other agreements between the parties for the provision of Services ouLlined herein. SECTION fOURTEEN: NOTICES All notices to Client shall be addressed to: All notices to SW<lllson shall be addressed to: Jefferson County Sherifrs Office 81 Elkins Road Port Hadlock. \VA 98339 Svvanson Services Corporation 1133 Pennsylvania St Denver, Co 80203 SECTIO'J FIHEEN: GOVERNING lAW This Agreement shall be governed by the lu\vs ofLhe State of\Vashington IN \\iIINESS '0,!HEREOF, the parties hereto aftiml that they have the authority to execute this agreement on behalfoftheir respective entities for the entire term and have hereunto set their hands and seals ofrhe day and year first above written. JEFFERSON COLNTY SWA'JSON SERVICES CORPORATION By By: TITLE. IITLE: (TYPED NAME OF OFFICIAL SIGNIMi) (TYPED NAME OF OFFICIAL SIG;.JING) .' " ~{,\. ('" COBRA CO'1BO CASIIIER'" SERVICE AGREEMENT rhis Kiosk Site Agreement (this "Agreement") is made dli1> day of .20 (the "Effective Date") by and hd\veen Swanson Services Co'Voration:R:, a Florida Corporation eSSe"), located <ll 1133 Pennsylvania Street, Denver, Colorado 80203. and the Jefferson County Sheriffs Office, ("Site Operator") located at 8\ I-::lkins Road. Port Hadlock, \VA 98339 \\/IIEREAS, sse is \\filling and able to provide to Site Operator without charge a means to co1\ee1. disburse. and account for the funds used by Site Operator's clientele through the use of Kiosks (as described herein); and \\lHERE.t\.S, Site Operator desires for sse to provide such equipment and services at no charge to the facility and the placement. maintenance, and support for the Kiosk is funded from a surcharge pCI' transaction to the depositor; and \\/HEREAS. Site Operator agrees to only accept moneys IDr deposit on resident accounts through electronic methods as provided by Swanson: or during the booking process In consideration ufthe foregoing and the tcnns, covenants and conditions set forth in this Agreement. sse and Site Operator hereby agree as follows 1.0 Surcharge I\oticcs. Sitc Operator is not authorized to change the surcharge or collect any other surcharge or fee tDr use of the Kiosk. Surcharge amounts will be set and determined solely by SSe. 2.0 Title. The Kiosk slHlI1 remain the property ofSSC. Site Operator shall keep the Kiosk ti-ee and clear orany liens or other encumbrances, and shall not pcnnit any act where SSe's or third party title or rights I11<lY be negatively atkcted. 3.0 Term and Termination. This Agreement shall commence on the Effective Date and shall continue Jor ~ ( ) years Thereafter it shall automatically renew fDr similar periods under the same terms and conditions ~tated herein, unless tenninated by either party in \vriting at least ninety (90) days prior to the expiration date of the then current period. The initial period and all subsequent periods shall together constitute the Term. Either party may terminate this Agreement by giving the other party ninety t90) days prior written notice based on any of the following: 3.1 The other party's failure to comply with any provision of this Agreement \vithin thirty (30) days attcr receipt ohwittcn nolilic<ltion scnt certified mail; 3.2 .\1utu<l1 agrecment of the parties 3.3 A unilateral decision, with or without .;;ause, to tcnninate this Agreement. 3.4 Site Operator agrees that SSC must expend wnsiderable time. money and resources in the installation_ implementation. training_ and support of this agreement and lhat tennination, for any reason, prior to wmpleting the initial term of this agreement, \vill result in sse being less likely to recoup the initi<ll cosl of implementing this agreement. In the event A) a claimed breach of contract occurs and <l mutually agreeable resolution is not achieved, l3} a proposed resolUlion of a claimed contract breach i~ not being fullilled or C) either party invokes Section 3.3 ubove then Client agrees that Swanson is entitled to Liquidated Damages. Should the evenl giving rise to sses right to Liquidated Damages be either .'A)" or "1:3)" as li~ted herein. then SSC is entitled to as Liquidated Damages a sum to be computed as follows: For each Kiosk installed ut the Client's site The lesser of$l 6,500.00 ($1.375 x 12 months) or the average monthly transaction volume (or"AJ\ffV'-) x 52.75 (the convenience fee) x 12. Should the event giving rise to SSe's right to Liquidated Damages be ;'Cr. as listed herein, then sse is entitled to as Liquidakd Damages a sum to be computed as tiJllO\vs: For each Kiosk installed elt the Client's site The lesser of58250.00 (SJ.375 x 6 months) or the Al\-fTV x $2.75 (the convenience fee) x 6. The pm1ies agree thm the AMTV shall be computed by dividing the total number of transactions over the prior whole twelvc (12) months by 12. In the event that tc\vcr than 12 \vhole months are availab[e for this wmputatioll, all available \vhole months shall be used. "[lIe parties also agree that ifsaid computation results in a whole number and a ti-action, then the AMTV shall be rounded down to the nexl lowest whole number. The parties also agree that $1,375.00 was chosen for this calculation because it is a sum equal to the collection of 500 di~tinct convenience tees. Should the cost of the convenience fee innease or decrease during the dTective term of this Agreement the lump sum reflected in the above listed fomlUlas shall be adjusted accordingly to retlect the revised cost of the convenience fee. If sse and Client also have in place and cxecuted a valid "Commissary Services Contract. at the time when sse is entitled to Liquidated Damages pursuant to this contract. then sse may elcet to obtain LiquidClted Damages through either this Contract or that "Commissary Serviccs ContracC hut may not collect Liquidated Damages through or pursuant to both Contracts. In addition, Client shall have access to any data, spreadsheet worksheet or other data source that indicates, collects or reflects the total number of transactions occurring at sse Kiosks at Client's site before agreeing to what number represents the AMTV for Liquidated Damages purposes. 3.5 No Liquidated Damages shall be available to sse ifany of the events listed above in Section 3.4 that \'\"ould othel\vise allow Swanson to obtain such damages occur or are established to have occurred on or after January 1, 2017. 4.0 Damage and Loss. In the event the Kiosk is lost or damaged as a result of Site Operator's negligence or intentional act or omission, including, but not limited to service or modification by persons nOl so authorized b~y SSe. Site Operator shall pay to sse the repair cost or if damaged beyond n:pair, the replacement cost ofthe Kiosk, not to exceed $7.500.00 per incident. The aflected Kiosk shall be repaired or replaced and the obligations of this Agreement shall continue in fv.!1 force and dICet thmugh the Tenn. 5.0 Duties of SSe. 5.1 sse shall install. operate and provide all maintenance for the Kiosk to keep it in good vvorking order al1d repair at its o'.vn expense. sse shall be entitled to use third party service providers to perform maintenance and repair tunctions tor the Kiosk. 5.2 S"\"anson shall guarantee payments applied to resident accounts through the kiosk to the Site Operator. 6.0 Duties of Site Operator. 6.1 6.2 Site Operator shall make available as much space \viOlin the Premises as is necessary to enable users to have access to the Kiosk and for SSC or ils service providers to perfonn maintenance and repair on the Kiosk and provide to SSe. third party servicing agents, and users orthe Kiosk free and unrestricted aceess to the Kiosk within tJle Premises during Site Operator's regular hours oroperation. Site Operator shall provide and mJinlain within two feet oftht: Kiosk Site a dedicated IIOV electrical power outlet with low po\ver usage on same circuit. for the sole use of tile Kiosk and a dedicated CAT 5 cable to be used for network connection to the internet and to the COBRA Hanker Database Server. Site Operator shall maintain adequate seeurity to prevent any unauthoriz.ed use of or damage to the kiosk and shall notd)' sse or its designated sel\'iee providers promptly of any trouble or in'egularity in the ftmctioning of the Kiosk. and discontinue use of the Kiosk until the Kiosk is serviced or instructions are received from sse or its service providers. In no event shall Site Operator pennit any tampering with or attempts to service the Kiosk except by persons authorized by SSe. 6.3 7.0 O\-l"ncrship of Kiosk Cash. sse is at all times the sole owner o1'a1l Kiosk Cash from the moment of insertion into Kiosk. No other person, including Site Operator shall have any right. title, claim or interest in the Kiosk Cash contemplated by this Agreement. SSe's O\'vllership orand right to access Kiosk Cash shall not bt: subject to any claim, set off, arbitration or lien by Site Operator or others under any circumstances. 8.0 Bank's Access to Kiosk Cash. Site Operator agrees to provide sse and its armored carrier ready access to the Kiosk upon request. The parties understand and agree that Kiosk Cash funds must be readily available to SSe. SSC shall have the right to demand the return of any portion or all of its Kiosk Cash at any time, with or without cause. Without limiting the generality of the foregoing, sse shall be entitled to dem,md the return of its Kiosk Cash whenever: (a) it is directed to do so by state or federal regulatory agencies: (b) sse has reason to believe tbat its Kiosk Cash may be subject [0 loss through fraud or other means; (c) sse has reason to believe its access to Kiosk Cash may be dl.':layed (e.g.. due to a threatened strike or labor dispute); (d) Site Operator breaches this or any other Agreement with sse (e) sse has reason to believe that Kiosk transactions will not be processed in a correct or timely fashion. or that sse will not receive timely payment for Kiosk Cash cleared from any Kiosks, 9.0 Assignment. Neither this Agreement nor Site Operator's rights hereunder are assignable except with SSC's prior. written consent. sse may assign this Agreement in conjunction with the sale ofa substantial part of'its business utilizing this Agreement. Any unauthorized assignment of this /\greemem is void. 10.0 Indemnification. Except for damages, claims or losses due to sSe's \vill/ul misconduct or gross negligence, Site Operator. to the extent permitted by law, will indemnifY, defend and hold sse and SSe's property, lh.x~ and harmless from any liability for losses, claims, cost or expense (including reasonable attorneys' fees) injury to or deatll of any person. or for damage to property arising from or relating to the installation, maintenance ur removal of the or from the acts or omissions of any person or persons, including Site Operator. using or possessing the Kiosk with Site Operator's express or implied consent. 11.0 Go\'crning Law. This Agreement shall be governed by and constmed in accordance with the laws of the State or Washington. 12.0 Notice. Any notice required or otherwise given pursuant to this Agreement shall be- in writing and mailed certified return receipt requested. postage prepaid. or delivered overnight delivery service to: S\vanson Services Corporation Charles L. Swanson lll. Vice President 2115 63rd /\vcnuc East Hradenton, Florida 34203 13.0 Entire AJ!:reement. This Agreement constitutes the entire agreement between the parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises. conditions, understandings or other agreements, whether oral or \-witten, relating to the subject matter of the Agreement. This Agreement may be modified in \"<Titing and must be signed by both sse and Sile Operator. ACCEPTED AND AGREED TO: ACCEPTED A:-'D AGREED TO: JetTerson County By; S\\-'anson Services Corporation By: Signature Date Signature Date Printed Kame & ritle Printed Name & Title ,,. Vi j. ~.,. - "