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HomeMy WebLinkAboutSH18-021 SECURUS 2ND AMENDMENT-Securus Extension 4-18-18MCURUS MFechnologies connecting what matters' SECOND AMENDMENT TO MASTER SERVICES AGREEMENT This SECOND AMENDMENT ("Second Amendment") is effective as of the last date signed by a party ("Second Amendment Effective Date") and amends and supplements that certain Master Services Agreement with an Effective Date of February 23, 2009 ("Agreement") by and between the Kittitas County Sheriff's Office ("Customer") and Securus Technologies, Inc. ("Provider'). WHEREAS, Customer desires and Provider agrees to extend the Term of the Agreement and to deploy the ConnectUs Inmate Service Platform ("ConnectUs") and Securus Video Visitation Applications pursuant to the terms and conditions outlined below; NOW, THEREFORE, as of the Second Amendment Effective Date and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. AMENDMENT EFFECTIVE DATE. This Second Amendment shall commence on the Second Amendment Effective Date and shall remain in effect through the term of the Agreement. 2. TERM. This Second Amendment shall commence on the Second Amendment Effective Date and shall remain in effect through the Term of the Agreement. Further, Section 4 of the Agreement (as modified by the First Amendment) is hereby amended to reflect that the Term shall be renewed and extended by12 months with a modified end date of February 23, 2020. Notwithstanding anything to the contrary, the terms and conditions of the Agreement shall continue to apply for so long as we continue to provide the Applications to you after the expiration or earlier termination of this Agreement. 3. APPLICATIONS. In addition to the Applications currently provided to you under the Agreement, Provider shall deploy ConnectUs pursuant to the terms and conditions set forth in the attached Schedules and Attachments. All terms and conditions of the Agreement not amended by this Second Amendment remain in full force and effect. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the Second Amendment Effective Date by their duly authorized representatives. KITTITAS COUNTY SHERIFF'S OFFICE By: Name:J Title: Date: S SECURUS TECHNOLOGIES, INC. By: Name: Robert Pickens Title: President Date: MAY 0 4 2018 KITTITAS COUNTY SHERIFF ACCOUNTING Page 1 of 6 © SECURUS Technologies, Inc. - Proprietary & Confidential Technologies connecting what matters` Schedule: ConnectUs Inmate Service Platform This Schedule is between Securus Technologies, Inc. ("Provider"), and Kittitas County Sheriffs Office ("Customer") and is part of and governed by the Master Services Agreement (the "Agreement") between the parties. The terms and conditions of the Agreement are incorporated herein by reference. This Schedule shall be effective as of the Second Amendment Effective Date and shall be coterminous with the Agreement. CONNECTUS INMATE SERVICE PLATFORM DESCRIPTION: ConnectUs Inmate Service Platform. ConnectUs is a secure, comprehensive inmate communications and services platform that allows for the consolidation of assorted inmate activities in a single, unified interface with a customized mix of applications ("Applications"). ConnectUs allows inmates to use multiple Applications at the same time and automatically prioritizes scheduled communications events to take precedence over non-scheduled events. GENERAL TERMS AND CONDITIONS: 1. PROVISION OF SERVICE Provider will make the following Services available to Customer through its ConnectUs Inmate Service Platform (collectively, the "Service") at the Facility(s) during the Term of the Agreement, subject to the terms of the Agreement, this Schedule and each mutually acceptable written ordering document for the Service executed by both Customer and Provider (each, a "Sales Order Form"): (a) the services ordered by Customer as specified in the Sales Order Form attached hereto as Attachment 1 and incorporated herein by this reference; and (b) any additional services ordered pursuant to a mutually acceptable amendment to the Agreement executed by both Customer and Provider. 2. GRANT OF RIGHTS; OWNERSHIP OF PROPERTY; USE AND RESTRICTIONS 2.1 Grant of Rights. Subject to the terms of the Agreement and this Schedule: (a) Provider hereby grants Customer a non-exclusive, non -transferable right during the Term of the Agreement to access and use the Service solely for Customer's internal business purposes as contemplated herein, subject to the Service scope and pricing specified herein and the applicable Sales Order Form; and (b) Customer hereby grants Provider a non-exclusive, non -transferable right to use the electronic data specifically pertaining to Customer and/or its users that is submitted into the Service (collectively, "Customer Data") as necessary for the limited purpose of performing the Service. 2.2 Ownership. Provider and its licensors and suppliers own and retain all right, title, and interest in and to the following (collectively, "Provider Property"): (a) the Service and all other software, hardware, technology, documentation, and information provided by Provider in connection with the Service; (b) all ideas, know-how, and techniques that may be developed, conceived, or invented by Provider during its performance under the Agreement; and (c) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (a) and (b) above. Except as otherwise expressly authorized herein or by Provider in writing, the non-exclusive use rights set forth in the Agreement are the entirety of Customer's rights in connection with the Provider Property. Customer owns and retains all right, title, and interest in and to the Customer Data and all intellectual property rights therein. Except as otherwise expressly authorized herein or by Customer in writing, the non-exclusive use rights set forth in the Agreement are the entirety of Provider's rights in connection with the Customer Data. 2.3 Use and Restrictions. (a) Except as expressly permitted under the Agreement or this Schedule, Customer shall not directly or indirectly do any of the following: (i) access, use, sell, distribute, sublicense, or commercially exploit any Provider Property or any rights under the Agreement, including without limitation any access or use of any Provider Property; (ii) knowingly introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the Service; (iii) copy, modify, or prepare derivative works based on Provider Property; (iv) reverse engineer, decompile, disassemble, or attempt to derive source code from any Provider Property; or (v) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Provider Property. (b) At Provider's sole and reasonable discretion, certain of the selected Applications will be made available only during times which would not otherwise interfere with the use of Provider's revenue generating Applications and services. Page 2 of 6 © SECURUS Technologies, Inc. - Proprietary & Confidential SECURUS Technologies connecting what matters' (c) Applications ordered by Customer may be disabled by Customer at any time during the Term of the Agreement upon written notice to Provider by an authorized representative of Customer; provided, however, Customer shall remain responsible for paying the Annual Subscription and Hosting Fee according to the Agreement, this Schedule and Sales Order Form(s) set forth in Attachment 1, unless otherwise agreed by both parties pursuant to a written and signed amendment. (d) Provider may deny the publication of certain documents, videos or forms in connection with the Service, if in Provider's sole and reasonable discretion, such materials are in conflict with the provision of Provider's Service hereunder. (e) Customer shall allow Provider to display videos, documents and digital messages to inmates through ConnectUs to promote Provider's new and existing services, products and features. (f) Provider is not responsible and hereby disclaims any liability for any and all content of the third party Applications and any documents, videos or forms published by Customer or from outside sources. 3. FEES AND PAYMENT TERMS 3.1 Securus will fund the Total Cost identified on the attached Sales Order Form. If the Agreement is terminated for any reason before the end of the Term, Customer will refund the prorated amount of the Total Cost as set forth in the attached Sales Order Form. Customer will pay such refund within 10 days after such termination, or, at Provider's election, Provider may deduct the refund from any Commission owed to Customer. 3.2 Provider's fees do not include any governmental taxes, assessments, fees, or duties that may be applicable in connection with the transactions contemplated by this Schedule ("Taxes"). Customer will be responsible for paying all Taxes, except for taxes based on Provider's net income or its authority to do business within a given jurisdiction. If Provider has a legal obligation to pay or collect Taxes for which Customer is responsible under this Schedule, then the appropriate amount will be invoiced to and paid by Customer, unless Customer specifies in the applicable Sales Order Form that it claims tax exempt status for amounts due under the Agreement and provides Provider a valid tax exemption certificate (authorized by the applicable governmental authority) at least five (5) business days prior to the date of the applicable Provider invoice. 3.3 Customer shall be responsible for all Jail Management System and Commissary integration fees, if applicable, as well as electrical wiring installation. 4. WARRANTIES AND LIMITATIONS 4.1 Service Warranties. (a) Provider warrants that the services it provides as contemplated in and by this Schedule will be performed in a good and workmanlike manner consistent with industry standards and practices. Provider further warrants that its agent(s) and/or employee(s) utilized by it In the performance of its obligations under this Schedule will be qualified to perform the contracted services. Should any errors or omissions arise in the rendering of the services under this Schedule, Provider will undertake to correct such errors or omissions within a reasonable time period. If Customer purchases from Provider any hardware components in connection with the services hereunder ("Hardware Components"), Provider warrants such components to be free from material defects under normal use, maintenance and service for a period of twelve (12) months from the date of installation of the Hardware Components. (b) Provider makes no warranty with respect to low performance, damages or defects in any Hardware Component caused by misuse, misapplication, neglect or accident, nor does Provider make any warranty as to any Hardware Component that has been repaired or altered in any way, which, in the sole judgment of Provider affects the performance or purpose for which the Hardware Component was manufactured. 4.2 Limitation of Warranty. (a) THE WARRANTY OBLIGATIONS OF PROVIDER WITH RESPECT TO THE HARDWARE COMPONENTS ARE STRICTLY LIMITED TO THE REPLACEMENT OF ANY DEFECTIVE HARDWARE COMPONENT. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF PROVIDER EXCEED THE UNIT PRICE PAID BY CUSTOMER FOR ANY DEFECTIVE HARDWARE COMPONENT OR PART THEREOF. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A SCHEDULE TO THE AGREEMENT, THE SERVICES AND ANY HARDWARE COMPONENT TO BE PROVIDED HEREUNDER ARE PROVIDED WITHOUT ANY OTHER WARRANTY OR GUARANTY OF ANY KIND AND PROVIDER DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Page 3 of 6 © SECURUS Technologies, Inc. - Proprietary & Confidential SECURUS Technologies connecting what motters` 4.3 Professional Responsibility. As between Customer and Provider, Customer assumes full responsibility for the use of information provided through the Application(s) for patient care. Clinical information, if any, in the Applications is intended as a supplement to, and not a substitute for, the knowledge, expertise, and judgment of professional personnel. Customer acknowledges that the professional duty to the patient in providing healthcare services lies solely with the healthcare professional providing patient care services. Provider disclaims liability for the use of any information provided by, or results obtained from, the Applications used by professional personnel. Provider, its affiliates and licensors, are not liable for actions of Customer or its authorized users, which may result in any liability due to malpractice or failure to warn. Provider provides no medical or other professional advice in connection with the Applications and the information contained therein. The parties acknowledge that a licensed professional is responsible for independently reaching any medical or other professional judgment and for any resulting diagnosis and treatments, notwithstanding any use of the Applications by such professional. EXECUTED as of the Schedule Effective Date, CUSTOMER: Kittitas County Sheriff's Office By: a. - Name: ()O -,n Title: PROVIDER: Securus Technologies, Inc. By: Name: Robert E. Pickens Title: President Page 4 of 6 © SECURUS Technologies, Inc. - Proprietary & Confidential SECURUS Technologies connecting what matters' ConnectUs Inmate Service Platform Attachment 1 SALES ORDER FORM SERVICE DESCRIPTIONS APPLICATIONS Provider, through ConnectUs, offers the following Applications. The Applications, which have been ordered by Customer are reflected on the Price Page, which follows. Video Visitation Application The ConnectUs Video Visitation Application provides video face-to-face visits between inmates and the inmates' friends and family members and also allows the inmate to view upcoming scheduled visits using the ConnectUs touch screen. This Application requires an executed agreement between Provider and Customer for Provider's Securus Video Visitation. Phone Call Application The ConnectUs Phone Call Application allows inmates to place calls, which go through Provider's centralized Secure Call Platform ("SCP") simply by pressing the Phone Call icon on the touch screen of ConnectUs. This Application requires an executed agreement between Provider and Customer for Provider's SCP Call Platform. Inmate Forms (Grievance) Application The Inmate Forms (Grievance) Application facilitates the systematic receipt, routing and categorization of grievance situations and offers a tracking system that improves response times and metrics useful in assessments and resource allocations. Provider will retain and provide Customer access to the data for the term of the Agreement. Third Party Vendor Commissary Application The ConnectUs Third Party Vendor Commissary Application provides an automated means for inmates to order commissary goods through Customer's third -party commissary provider. Website Education Application (URL) The ConnectUs Website Education Application makes Customer -approved third party educational websites available to inmates. Inmate Videos Application (.MP4) The ConnectUs Inmate Videos Application enhances communications with inmates by allowing multiple Customer -approved videos. Inmate Handbook Application (.PDF) The ConnectUs Inmate Handbook Application publishes common PDF documents to inmates (e.g., the Inmate Handbook) for up-to- date access to Customer information. Emergency Visitation Application The ConnectUs Emergency Visitation Application allows inmates to initiate a request for a video call with Customer staff to report an emergency situation. Sick Call Application The ConnectUs Sick Cali Application allows inmates to report symptoms to Customer health officials by completing a "sick form" that identifies the inmate's symptoms. Self -Op Commissary Ordering Application The ConnectUs Self -Op Commissary Ordering Application allows Customer to configure its commissary product line within ConnectUs giving inmates an automated means to order commissary goods. Job Search Application The ConnectUs Job Search Application allows inmate job -seekers access to local, regional and national jobs of all types and level of experience. Law Library Application The ConnectUs Law Library Application allows inmates to perform legal research through a comprehensive collection of state and federal laws, including resources pertaining to constitutions, statutes, cases and more. Page 5 of 6 © SECURUS Technologies, Inc. - Proprietary & Confidential 431 Technologies connecting what matters' SALES ORDER FORM Securus Inmate Services Platform - Price List Attachment 1 Video Vlsltation Terminals - Single Handset (Inmate) ". One lime;.. $ 4,000 16 - $ - 64,000, Video Visitation Terminals - Single Handset (Visitor), Hardware - " _. One Tme - $ 4,000 0 $ Video Visitation Terminals -Dual Handset (Visitor) :; One Tme. $ ;': 4,250 11 $ 46,750 '.. y " _ Mobile Cart Including UPS Battery Backup $ 1,440 0 $_ - Nemorking Wiring .. OneTiime.�- $ ;: 500 - 27 $ - 13,500. Electrical Wiring' " _ _ " _ One Tme $ 1,600 0 $"., - Hardware Installation One Time -'. $ __ 500 :.27 $.'' 13,500 JMS and 3rd Party Vendor Integration" One Time $ - 0 $" Software Application. Setup: ,;;- Onetime_:: .. - Securus Video Visitation Application One True $_ - 1 $ - Installation and Implementation - Phone Call Application _ _ :_- One Time . $ -. _ - 0 $ (Software Application is one Ume per - Inmate Forms Application (Grievance) _ One Time $ - 0 $ - App, per contract) -Inmate Handbook Application (.PDF) _ "'. One Time, ". $ -.- :. 1 $ - - Third Party Vendor Commissary Application One Tme $ - 0 $ - - Website Education lApplication (URL) ;:._ Onetime_. $ - -. -:-- 0 $ ;- - Inmate Videos Application (.MP4) One Time $ - 1 $ - - Self -Op Commissary Ordering Application -_ 2. One Time $ :"_ 0 $ , - - Emergency Visitation Application One Time $ - 0 $ - - Inmate Slck Form' One lime-,- _ . $ " ;" ,: 0 Job Search Application_ _ "", _ , Recurring _ $ "..._ - _.. 0 Law Library Application ;. : Recurring.;. $ - 0 $ - Securus Video Visitation A ppllcallon27 $ - Phone Call Applicabon ` .__ - Recurring.:.: " Inmate Forms Application,(Grievznce) Recurring $ 0 $ - Inmate HandbcokAppllpa�on (.PDF) Recurring $- 5,000. 1 „ $ `l, 5,000 _provided at no cost to the site Annual Subscription and HosUng Fee Third Party Vendor Commissary AppllcaUon Recurring. $ - 0 $ (per App, per Terminal, per year) Website Education Application (URL)�:. Recurring' $ - - 0 $ "- rInmate Videos Application (MP4) ".." Recurring $ 51000 1 $ 5,Q00_ prodded at no cost to the site .Self•Op Commissary Ordering AppllcaUon , -` Recurring;. $ `. -` 0 - $ --., Emergency Visitation Application Recurring._ $ - 0 $ Inmate Sick Form: Recurring $ - 0 $ Job Search Application" .- Recurring" $ - -0 $", - Law Llbrary Appllcallon ; '. Recurring $ -. :-- 0 Annual Terminal EMended Hardware Maintenance Recurring _ $ 500 27 $ 13,500" MISC. Recurring. Telecom _ Recurring -- $ , 5,040 - 0 $, -" Recording, Retenlion (30 .. ,.. One Tme $ 100 16 $ _ 1,600 -days) On -Site Training (per day} One Tme-: $, ,: 2,000 0 $': Term: 3 One -Time Cost 139,350 Annual License & Maintenance Cost (per year) 23,500 Total Cost: $ 209,850 Securus Investment $ - Customer Investment $ 209,850 " Customer responsible for electrical wiring " Customer responsible for JMS/Commissary Integration Fees, if applicable Page 6 of 6 © SECURUS Technologies, Inc. - Proprietary & Confidential