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HomeMy WebLinkAbout11-023 Video Visitation Agreement 01-11-12SE CU RUS~ TECHNOLOGIES 14651 Dallas Parkway,6th Floor 0 1-1 7-12 PO2:34 R CV D Dallas,Texas 75254 www.securustech.net January 12,2012 Sheriff Gene Dana Kittitas County Sheriff's Office 307 West Umptanum Road Ellensburg,WA 98926 Dear Sheriff Dana: Enclosed,please find an executed copy of the Video Visitation Agreement between Kittitas County Sheriff's Office and SECURUS Technologies. We would like to thank you at this time for continuing to choose SECURUS as your inmate phone provider. Should you need further assistance,please contact your SECURUS Representative. Valerie Strzelecki SECURUS Technologies Contract Administrator Accounting Department The Power of One 2 SECURUS"Video Visitation Agreement TECHNOLOGŒS (Kittitas County (WA)-Site ID 05243) This Video Visitation Agreement (this "Agreement")is by and between the Kittitas County Sheriffs Office ("Customer")and Securus Technologies,Inc.,("we,""us,"or "Provider").This Agreement shall be effective as of the last date signed by either party (the "Effective Date"). Whereas the Customer desires and Provider has agreed to install a video visitation system and to provide maintenance services according to the terms and conditions in this Agreement and in the attached Schedule,which is incorporated by reference into this Agreement; Now therefore,in consideration of the mutual promises and covenants contained herein,the parties agree as follows: 1.Applications.This Agreement specifies the general terms and conditions under which we will perform certain inmate- related services and applications (the "Application(s)")for you.Additional terms and conditions with respect to the Applications will be specified in the schedules entered into by the parties and attached hereto (the "Schedules").The Schedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement.In the event of any conflict between this Agreement and a Schedule,the terms of the Schedule shall govern.In the event of any conflict between any two Schedules for a particular Application,the latest in time shall govern. 2.T_er_m.The "Term"shall begin on the Effective Date and shall continue through February 23,2019.Unless one party delivers to the other written notice of non-renewal at least ninety (90)days before the end of the then current term,this Agreement shall automatically renew for successive periods of twelve (12)months each.Notwithstanding anything to the contrary,the terms and conditions of this Agreement shall continue to apply to each Schedule for so long as we continue to provide the Application to you after the expiration or earlier termination of this Agreement. 3.Warranty Disclaimer.WE DISCLAIM ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE,AND NONINFRINGEMENT. 4.Software License.We grant you a personal,non-exclusive,non-transferable license (without the right to sublicense)to access and use certain proprietary computer software products and materials in connection with the Applications (the "Software").The Software includes any upgrades,modifications,updates,and additions to existing features that we implement in our discretion (the "Updates").Updates do not include additional features and significant enhancements to existing features.You are the license holder of any third-party software products we obtain on your behalf.You authorize us to provide or preinstall the third-party software and agree that we may agree to the third-party End User License Agreements on your behalf.Your rights to use any third-party software product that we provide shall be limited by the terms of the underlying license that we obtained for such product.The Software is to be used solely for your internal business purposes in connection with the Applications at the Facilities.You will not (i)permit any parent,subsidiary,affiliated entity,or third party to use the Software,(ii)assign,sublicense,lease,encumber,or otherwise transfer or attempt to transfer the Software or any portion thereof,(iii)process or permit to be processed any data of any other party with the Software,(iv)alter, maintain,enhance,disassemble,decompile,reverse engineer or otherwise modify the Software or allow any third party to do so,(v)connect the Software to any products that we did not furnish or approve in writing,or (vi)ship,transfer,or export the Software into any country,or use the Software in any manner prohibited by the export laws of the United States.We are not liable with regard to any Software that you use in a prohibited manner. 5.Claims.To the fullest extent allowed by applicable law,each party by itself and/or its employees,agents,or contractors agrees to be responsible for any loss,cost,claim,liability,damage,and expense (including,without limitation,reasonable attorney's fees and expenses)(collectively "Claims")arising out of (i)a breach of its own representations,warranties,and/or covenants contained herein,or (ii)gross negligence or willful misconduct,or (iii)actual or alleged intellectual property infringement. Furthermore,the parties understand and agree that each one is subject to federal,state,and local laws and regulations,and each party bears the burden of its own compliance.The Provider agrees to install and implement the Inmate Telephone System according to the law governing the Provider,the instruction it receives from the Customer as to the Customer's requirements under the law,and according to the Customer's facility's demographics.The Customer agrees to indemnify the Provider against any and all Claims arising out of or related to instruction Provider receives from the Customer. 6.Insurance.We maintain comprehensive general liability insurance having limits of not less than $2,000,000.00 in the aggregate.You agree to provide us with reasonable and timely written notice of any claim,demand,or cause of action made or brought against you arising out of or related to the utilization of the Applications in which the Provider is brought in as a co-defendant in the Claim.We have the right to defend any such claim,demand,or cause of action at our sole cost and expense and within our sole and exclusive discretion.You agree not to compromise or settle any claim or cause of action arising out of or related to the use of the Applications or System without our prior written consent,and you are required to assist us with our defense of any such claim,demand,or cause of action. 7.Default and Termination.If either party defaults in the performance of any obligation under this Agreement,then the non-defaulting party shall give the defaulting party written notice of its default setting forth with specificity the nature of the default.If the defaulting party fails to cure its default within thirty (30)days after receipt of the notice of default,then the non- defaulting party shall have the right to terminate this Agreement upon thirty (30)days written notice and pursue all other remedies available to the non-defaulting party,either at law or in equity.Notwithstanding the foregoing,the thirty (30)day Video Visitation Agreement -Page 1 of 4 |5 ©Securus Technologies,Inc.-Proprietary &Confidential -Form 11.10 cure period shall be extended to ninety (90)days if the default is not reasonably susceptible to cure within such thirty (30) day period,but only if the defaulting party has begun to cure the default during the thirty (30)day period and diligently pursues the cure of such default.Notwithstanding the foregoing,if you breach your obligations in the section entitled "Software License"or the section entitled "Confidentiality",then we shall have the right to terminate this Agreement immediately. 8.Limitation of Liabilitv.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,NEITHER PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT,INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES,LOSS OF PROFITS OR INCOME,LOST OR CORRUPTED DATA,OR LOSS OF USE OR OTHER BENEFITS,HOWSOEVER CAUSED AND EVEN IF DUE TO THE PARTY'S NEGLIGENCE,BREACH OF CONTRACT,OR OTHER FAULT,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.OUR AGGREGATE LIABILITY TO YOU RELATING TO OR ARISING OUT OF THIS AGREEMENT,WHETHER IN CONTRACT,TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT WE PAID YOU DURING THE TWELVE (12)MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. 9.Uncontrollable Circumstance.We reserve the right to renegotiate or terminate this Agreement upon sixty (60)days advance written notice if circumstances outside our control related to the Facilities (including,without limitation,changes in rates,regulations,or operations mandated by law;material reduction in inmate population or capacity;material changes in jail policy or economic conditions;acts of God;actions you take for security reasons (such as lock-downs))negatively impact our business;however,we shall not unreasonably exercise such right.Further,Customer acknowledges that Provider's provision of the services is subject to certain federal,state or local regulatory requirements and restrictions which are subject to change from time-to-time and nothing contained herein to the contrary shall restrict Provider from taking any steps necessary to perform in compliance therewith. 10.In|unctive Relief.Both parties agree that a breach of any of the obligations set forth in the sections entitled "Software License,""Ownership and Use,"and "Confidentiality"would irreparably damage and create undue hardships for the other party.Therefore,the non-breaching party shall be entitled to immediate court ordered injunctive relief to stop any apparent breach of such sections,such remedy being in addition to any other remedies available to such non-breaching party. 11.Force Ma|eure.Either party may be excused from performance under this Agreement to the extent that performance is prevented by any act of God,war,civil disturbance,terrorism,strikes,supply or market,failure of a third party's performance, failure,fluctuation or non-availability of electrical power,heat,light,air conditioning or telecommunications equipment,other equipment failure or similar event beyond its reasonable control;provided,however that the affected party shall use reasonable efforts to remove such causes of non-performance. 12.Notices.Any notice or demand made by either party under the terms of this Agreement or under any statute shall be in writing and shall be given by personal delivery;registered or certified U.S.mail,postage prepaid;or commercial courier delivery service,to the address below the party's signature below,or to such other address as a party may designate by written notice in compliance with this section.Notices shall be deemed delivered as follows:personal delivery -upon receipt;U.S.mail -five days after deposit;and courier -when delivered as shown by courier records. 13.No Third-party Beneficiary Rights.The parties do not intend to create in any other individual or entity the status of a third-party beneficiary,and this Agreement shall not be construed so as to create such status.The rights,duties,and obligations contained herein shall operate only between the parties and shall inure solely to their benefit.The provisions of this Agreement are intended to assist only the parties in determining and performing their obligations hereunder,and the parties intend and expressly agree that they alone shall have any legal or equitable right to seek to enforce this Agreement, to seek any remedy arising out of a party's performance or failure to perform any term or condition of this Agreement,or to bring an action for the breach of this Agreement. 14.Miscellaneous.This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.No waiver by either party of any event of default under this Agreement shall operate as a waiver of any subsequent default under the terms of this Agreement.If any provision of this Agreement is held to be invalid or unenforceable,the validity or enforceability of the other provisions shall remain unaffected.This Agreement shall be binding upon and inure to the benefit of Provider and Customer and their respective successors and permitted assigns.Except for assignments to our affiliates or to any entity that succeeds to our business in connection with a merger or acquisition,neither party may assign this Agreement without the prior written consent of the other party.Each signatory to this Agreement warrants and represents that he or she has the unrestricted right and requisite authority to enter into and execute this Agreement,to bind his or her respective party,and to authorize the installation and operation of the System.Provider and Customer each shall comply,at its own expense,with all applicable laws and regulations in the performance of their respective obligations under this Agreement and otherwise in their operations.Nothing in this Agreement shall be deemed or construed by the parties or any other entity to create an agency,partnership,or joint venture between Customer and Provider.This Agreement cannot be modified orally and can only be modified by a written instrument signed by all parties. The parties'rights and obligations,which by their nature would extend beyond the termination,cancellation,or expiration of this Agreement,shall survive such termination,cancellation,or expiration (including,without limitation,any payment obligations for services or equipment received before such termination,cancellation,or expiration).This Agreement may be executed in counterparts,each of which shall be fully effective as an original,and all of which together shall constitute one and the same instrument.Each party agrees that delivery of an executed copy of this Agreement by facsimile transmission or by PDF e-mail attachment shall have the same force and effect as hand delivery with original signatures.Each party may use facsimile or PDF signatures as evidence of the execution and delivery of this Agreement to the same extent that original signatures can be used.This Agreement,together with the exhibits and Schedules,constitutes the entire agreement of the Video Visitation Agreement -Page 2 of 4 ©Securus Technologies,Inc.-Proprietary &Confidential -Form 11.10 parties regarding the subject matter set forth herein and supersedes any prior or contemporaneous oral or written agreements or guarantees regarding the subject matter set forth herein. 15.Confidentialitv and Non-Disclosure.The Provider,its employees,sub-Contractors,and their employees shall maintain the confidentiality of all information provided by the Customer or acquired by the Provider in performance of this Agreement,except upon the prior written consent of the Kittitas County Prosecuting Attomey or an order entered by a court after having acquired jurisdiction over the Customer.Provider shall immediately give to the Customer notice of any judicial proceedings seeking disclosure of such information.Provider shall indemnify and hold harmless the Customer,its Additional Insured's,officials, agents or employees from all loss or expense,including,but not limited to settlements,judgments,setoffs,attorneys'fees and costs resulting from Provider's breach of this provision. EXECUTED as of the Effective Date. CUSTOMER:PROVIDER: Kittitas County Sheriffs Office Securus Technologies,Inc. By:By: Name:Gene Dana Name:Robert Pickens Title:Sherif f Title:Chief Operating Officer Date:01/03/2012 Date:/-I I-/L Customer's Notice Address and Phone Number:Provider's Notice Address: 205 West 5*Street 14651 Dallas Parkway,Suite 600 Ellensburg,Washington 98926 Dallas,Texas 75254 Attention:General Counsel Phone:(972)277-0300 Provider's Pavment Address: 14651 Dallas Parkway,Suite 600 Dallas,Texas 75254 Attention:Accounts Receivable Please return signed contract to: 14651 Dallas Parkway Sixth Floor Dallas,Texas 75254 Attention:Contracts Administrator Phone:(972)277-0410 Video Visitation Agreement -Page 3 of 4 ©Securus Technologies,Inc.-Proprietary &Confidential -Form 11.10 SECURUS" mcNNataams Video Visitation Schedule (Kittitas County (WA)-Site ID 05243) This Schedule is between Securus Technologies,Inc.("we"or "Provider"),and the Kittitas County Sheriffs Office ("you"or "Customer")and is part of and governed by the Video Visitation Agreement (the "Agreement")executed by the parties.The terms and conditions of the Agreement are incorporated herein by reference.This Schedule shall be coterminous with the Agreement ("Schedule Effective Date"). A.Applications.We will provide the following Applications: VIDEO ARRAINGMENT SYSTEMS In addition to the Applications currently being provided to you pursuant to that certain Master Services Agreement executed by the parties and having an Effective Date of February 23,2009,Provider shall deploy a video visitation system at the Facility named in the chart below and shall pay the associated maintenance and support fees for the system during the Initial Term of this Agreement. TERMS The parties acknowledge that a session fee of $20.00 plus applicable taxes/surcharges will apply to all remotelat-home video visitation sessions.If Customer wishes to offer free remotelat-home session(s),a session fee of $20.00 will be deducted from monthly commission payment.Session duration shall not exceed 25 minutes unless agreed to by both parties and Video Visitation must be available for,on average,a minimum of fifty (50)hours per week.Securus agrees to provide a separate network that will be solely used to support the Video Visitation product.The end user (visitor)is required to register in the system to use the video visitation system and must be validated and activated by the Facility.Sessions (home users) will also be required to pre-pay for the session. Provider will install 27 video visitation devices,a workstation with the video visitation software,and will provide recording, storage,and monitoring. COMPENSATION Provider shall pay Customer the commission percentage that Provider earns through the completion of paid video visitation sessions placed to Customer's Facilities as specified in the chart below.Provider shall remit the commission for a calendar month to Customer on or before the 30th day of the calendar month in which the video visitation session was held (the "Payment Date").All commission payments shall be final and binding upon you unless we receive written objection within sixty (60)days after the Payment Date. FACILITIES AND RELATED SPECIFICATIONS: Type of Video VisitationFacilityNameandAddressVideo Payment Address Visitation Commission Percentage Kittitas County SherifPs Office 205 West 5'"Street At-Home Paid 20%*Same Ellensburg,WA 98926 *If visitation sessions exceed two (2)visits per total Average Daily Population (ADP)per month for six (6)consecutive months,Provider will increase the commission percentage to 25%.Thereafter,if visits per total Average Daily Population (ADP)per month falls below two (2),the commission percentage will revert back to 20%. Provider will interface the video visitation system with Customer's commissary operator. Master Services Agreement -Page 4 of 4 ©Securus Technologies,Inc.-Proprietary &Confidential -Form 11.10