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HomeMy WebLinkAboutLEGACY LONG DISTANCE INTERNATIONAL, INC. DBA LEGACY INMATE COMMUNICATIONS (FKA GLOBAL TEL LINK CORPORATION)dAN 2 8 2021 A-2017-288-03 Co ,74 SUBCONTRACT, NOVATION, AND ASSIGNMENT AGREEMENT THIS SUBCONTRACT, NOVATION, AND ASSIGNMENT AGREEMENT ("Agreement") is entered into this 24th day of November, 2020, by and between Legacy Long Distance International, Inc. d/b/a Legacy Inmate Communications, a California corporation ("Assignor'), and Global Tel*Link Corporation, an Idaho corporation ("Assignee") (each a "Party" or collectively, the "Parties"). WHEREAS, as of the date hereof, Assignor and the City of Santa Ana (the "Correctional Facility") are parties to that certain Inmate Communications Service Agreement, No. A-2017-288, dated October 17, 2017 (the "Imnate Services Agreement") pursuant to which Assignor provides certain services to Correctional Facility; WHEREAS, on July 2, 2020, Assignor and Assignee entered into that certain Master Transaction Agreement and Asset Purchase Agreement pursuant to which Assignor has agreed to sell and assign to Assignee, and Assignee has agreed to purchase and assume from Assignor, certain assets and specified liabilities on the terns and conditions set forth therein (the "Transaction"); WHEREAS, pursuant to an Interim Services Agreement entered into by and between Assignor and Assignee, the Parties have agreed that, on and from the date upon which this Agreement is executed until the Effective Date, as defined herein, Assignee shall provide to Correctional Facility those certain services under the Inmate Services Agreement that are presently provided by Assignor (the "Subcontract"); WHEREAS, pursuant to the terms and conditions previously agreed to by the Parties, Assignor has agreed to assign, transfer, and convey to Assignee all of Assignor's rights, title, and interest in and to, and Assignee has agreed to assume the Inmate Services Agreement; and WHEREAS, pursuant to the terms and conditions previously agreed to by the Parties, Assignor and Assignee are entering into this Agreement pursuant to which (a) Assignee will become a party to the Inmate Services Agreement, (b) Assignor will novate and assign to Assignee all of Assignor's rights and obligations under the Inmate Services Agreement on the terms previously agreed to by the Parties, and (c) Assignor will be released from all of its obligations under the Inmate Services Agreement arising from and after the Effective Date (as defined below) on the terms previously agreed to by the Parties. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: 1. Effectiveness. This Agreement shall become effective as of the closing date of the Transaction relating to the Inmate Services Agreement (the "Effective Date"); provided, however, the Subcontract shall become effective on the commencement of Assignee's commencement of provision of service to the Correctional Facility. The commencement of the provision of service by Assignee to the Correctional Facility under the Subcontract notwithstanding, all of the provisions herein shall be deemed to be operative and take effect with no further action necessary at the Effective Date simultaneously with the closing of the Transaction with respect to the Inmate Services Agreement. 2. Assignment by Assignor. Assignor does hereby grant, bargain, transfer, sell, assign, convey, and deliver to Assignee, its successors and assigns, free and clear of any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, circumstance that impairs the quiet enjoyment or value, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, as applicable, and Assignee does hereby assume and accept, all of Assignor's rights, title, and interest in and to the Inmate Services Agreement. 3. Assumntion by Assignee. Assignee hereby assumes from Assignor the obligations of Assignor that arise under the Innate Services Agreement and agrees to be responsible for and obligated to perform the duties and obligations of Assignor thereunder on the terms previously agreed to by the Parties. 4. Joinder. Assignee hereby joins and becomes a party to (as fully as if Assignee had been an original signatory thereto) the Innate Services Agreement, and the Innate Services Agreement shall be construed and treated in all respects as if Assignee was named therein instead of Assignor from and after the Effective Date. 5, Novation. Assignor hereby irrevocably novates and assigns to Assignee all of Assignor's rights, title, interests, and obligations under the Inmate Services Agreement, and Assignee hereby irrevocably accepts such rights, title, and interests, and assumes such duties, liabilities, and obligations under the Inmate Services Agreement from Assignor on the terms and conditions contained herein and as previously agreed to by the Parties. 6. Assignee's Performance Obligation. Assignee shall duly perform and discharge all duties, liabilities, and obligations arising out of or related to the Inmate Services Agreement whatsoever from time to time to be performed or discharged by it after the Effective Date by virtue of this Agreement in all respects, as if Assignee was originally named therein instead of Assignor. 7. Further Assurances. The Parties agree to execute and deliver such other instruments and documents and to take such other actions as any Party may reasonably request in connection with the transactions contemplated by this Agreement. 8. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8): If to Assignor: Legacy Long Distance International, Inc. c/o Jail Education Solutions, Inc. d/b/a Edovo 215 W Superior Street, Suite 600 Chicago, IL 60654 E-mail: brian@edovo.com Attention: Brian Hill with a copy to: Freeborn & Peters LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 E-mail: jshapiro@freeborn.com Attention: John T Shapiro If to Assignee: Global Tel*Link Corporation 3120 Fairview Park Drive, Suite 300 Falls Church, VA 22042 E-mail: claudia.regen@gtl.net Attention: Claudia Regen with a copy to: Cahill Gordon & Reindel LLP 1990 K Street, N.W., Suite 950 Washington, D.C. 20006 Attention: Ch6rie R. Kiser E-mail: elciser@cahill.com 9. Miscellaneous. (a) Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person other than Assignee, its successors and assigns, any remedy or claim under or by reason of this instrument or any term, covenant or condition hereof, and all of the terms, covenants, conditions, promises, and agreements in this instrument shall be for the sole and exclusive benefit of Assignee and its successors and assigns. (b) This Agreement may not be modified, amended, waived, discharged or terminated other than by written agreement signed by the Parties. (c) This Agreement shall be binding upon the Assignor and inure to the benefit of Assignee and its successors and assigns. (d) This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Delaware. (e) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. Exchange and delivery of this Agreement by exchange of electronic copies bearing the signature of a Party shall constitute a valid and binding execution and delivery of this Agreement by such Party. Such electronic copies shall constitute legally enforceable original documents. EI IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. ASSIGNOR: LEGACY LONG DISTANCE INTERNATIONAL, INC. D/B/A LEGACY INMATE COMMUNICATIONS By: Name: Brian ill Title: CEO ASSIGNEE: GLOBAL TEL*LINK CORPORATION By- i<lame: Alicia Freeman Title:VP Contracts & Procurement A-2017-288-03 CONSENT TO SUBCONTRACT, NOVATION, AND ASSIGNMENT Pursuant to Section 5.N. of the Inmate Services Agreement, the City of Santa Ana (the "Correctional Facility") approves the subcontract, novation, and assignment of that certain Inmate Communications Service Agreement, No. A-2017-288, dated October 17, 2017 (the "Inmate Services Agreement'). Accordingly, the undersigned hereby: (i) consents to the foregoing Subcontract and authorizes and approves Assignee as subcontractor under the Inmate Services Agreement in place of Assignor on the terms and conditions set forth herein; (ii) consents to the foregoing novation and assignment and accepts Assignee as the obligor under the Inmate Services Agreement in place of Assignor on the terms and conditions set forth herein; and (iii) grants to Assignee the same rights under or arising out of or related to the Inmate Services Agreement as were granted to Assignor thereunder in every way as if Assignee was and had been a party thereto instead of and in place of Assignor. IN WITNESS WHEREOF, the undersigned has caused this Consent to be duly executed as of the day and year first above written. ATTEST: a�a DAISY GO Clerk of the Council CITY OF SANTA ANA KRISTINE RIDG City Manager APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City/Attorney By: f It^ TAMARABOGOSIAN AVID VALE IN Senior Assistant City Attorney Chief of Police Digirall,igned by Francine R, Francine R. Villareal Villareal Dare: 2020,09.23 17 27.49 -07'00' ACCW CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYVYV) 1r1"� 9/3/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER TA CNAME;ONCT Calculated Risk Advisors, LLC AHIEN 866.243.3820 FAX No: 318 W Adams St, Suite 1523 E-MAIL ADD Ess, certs@cbrokers.com Chicago, IL60606 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Twin City Fire Insurance Company 29459 INSURED INSURER B: ACE American Insurance Company 22667 Jail Education Solutions dba Edovo INSURER C : Legacy Inmate Communications ribs Legacy Long Distance International, Inc 215 W Superior St INSURER 0: INSURER E: Suite 600 Chicago, IL 60654 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR D O POLICY NUMBER POLICY EFF MMIDDIYYYV POLICY EXP MMIODM'YYI LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I X OCCUR EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1.000000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 AGGREGATE LIMIT APPLIES PER: PRO- ❑ POLICY JECT LOC OTHER: GENERAL AGGREGATE $ 40 A GEN'L X 83SBAABO855 5/4/2020 5/4/2021 PRODUCTS AGG $ 4,000,000 $ .AUTOMOBILE LIABILITY ' COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILYINJURY(Peraccldent 1 $ A X HIRED AUTOS X NON -OWNED AUTOS 83SBAABO855 5/4/2020 5/4/2021 PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $j AGGREGATE $1 00 A EXCESSLIAB CLAIMS -MADE 83SBAABO855 5/4/2020 5/4/2021 OLDRETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER E.L EACHACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) Ups, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ B Errors & Omissions/Cyber F15081296 001 7/6/2020 7/6/2021 $2,000,000 each claim and aggregate DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space I.,.qulred) City of Santa Ana, officers, employees, agents, volunteers, and representatives are named as additionally insured on this policy pursuant to written contract, agreement, or memorandum of understanding. Such insurance as is afforded by this policy shall be primary, and any insurance carried by City shall be excess and noncontributory. 30 day notice of cancellation applies. o. CERTIFICATE HOLDER City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988.2014 ACORD Ci ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD `•. Pak MMtRgtmot Omsion 22REVIEWED&FpkApPPROVED BV}: rh, f Risk Management AUllyst TMFW ACiil CERTIFICATE OF LIABILITY INSURANCE onr6/1212020YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - (305) 443-4886 USI Insurance Services LLC 2601 South Bayshore Drive, Suite 1600 Coconut Grove, FL 33133 CNAME;ONTACT Risk Management Department NNo Exl): (866 443-8489 FAX ( C ) AIc No: (600)889-0021 EMAIL ADDRESS, Work.Comp@Trinet.com INSURERS) AFFORDING COVERAGE NAIC# INSURERA: Indemnity Insurance Company of North America 43575 INSURED TriNet HR 111, Inc. RE: Jail Education Solutions, Inc. INSURER B : INSURER C : INSURERD: 9000 Town Center Parkway INSURER E Bradenton, FL 34202 INSURER F: COVERAGES CERTIFICATE NUMBER: 16051746 REVISION NI IMRI .Cc<hainw THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE NSD WVD POLICYNUMBER MMI�DNYYY MMIDDDIVYYV LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE S DAM G TED PREMISES Ee occurrencs $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ AGGREGATE LIMIT APPLIES PER: POLICY PRO- ECT LOC GENERALAGGREGATE $ GENT PRODUCTS - COMPIOP AGG $ S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT -Fa acc'de 11 $ ANY AUTO BODILY INJURY(Perperson) $ I OWNED SCHEpULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( ) -PROPERTY $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY H DAMAGE Peracedenl 1 $ UMBRELLALIAB OCCUR EACHOCCURENCE IF AGGREGATE $ EXCEBS LIAB CLAIMS -MADE DEU RETENTION$ IS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFCEMM MB REXCLUDEID?EGUTIVE NIA WLR C67487345 _ 07/01/2020 07/01/2021 X PER oTH- STATUTE ER E.L. EACH ACCIDENT $ $OOg000 E.L. DISEASE - EA EMPLOYEE S 2,000.000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additions Remarks Schedule, may be attached if more space is required) Workers' Compensation coverage is limited to worksite employees of Jail Education Solutions, Inc. dba Edovo through a co -employment agreement with TriNet FIR III, Inc. a a City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana, CA 92702 , ACORD 25 (2016103) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE r The ACORD name and logo are registered marks of ACORD @ 1988.2015 ACORD CI �� gIY RlekMulugivneetDn'tslon ,- RENEWED&prAPPROVED BY. ._ Risk ManagelnGnf Analyst