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HomeMy WebLinkAbout2nd AmendmentSECURUS Technologies connecUng w/Jat matters• SECOND AMENDMENT TO MASTER SERVICES AGREEMENT This SECOND AMENDMENT ("Second Amendment'') ls effective as of the last date signed by a party ("Second Amendment Effect;lve Date r') 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. IEBM, 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 Appllcattons 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: Title: S:.L-etN+ Date: SECURUS TECHNOLOGIES, INC. By: ,.(A:/f__,._ Name: Robert Pickens Title: President -------------- Date: (:;, -I ?.. -Ii Page 1 of6 RECEIVED JUN 2 2 20i8 KITTITAS COUNTY SHERIFF ACCOUNTING @ SECURUS Technologles, Inc. • Proprietary & Confldenllal SECURUS Technologies connecting wltat matters' Schedule: ConnectUs Inmate Service Platform This Schedule Is between Securus Technologies, Inc. ("Provider"), and Kittitas County Sheriff's 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. CON NECTIJS INMATE SERVICE PLATFORM DESCRIPTION: coonectUs 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 appllcatlons ("Applications''). Connectus allows Inmates to use multiple Applications at the same time and automatlcally prioritizes scheduled communications events to take precedence over non-scheduled events. GENERAL IEBMS AND CONDITIONS: 1. PROVISION OF SERVICE Provider will make the following Services avallable to Customer through Its connectUs Inmate Service Platform (collectively, the "Service") at the Faclllty(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 OE RIGHTS: OWNERSHIP QE PBOPERJY; 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 appllcable Sales Order Form; and (b) Customer hereby grants Provider a non·excluslve, non-transferable right to use the electronic data speclflcally pertaining to Customer and/or Its users that Is submitted Into the Service (collectively, "Customer Data'') as necessary for the llmlted purpose of performing the Service. 2.2 Ownership, Provider and its llcensors and suppliers own and retain all right, title, and Interest In and to the folfowlng (colleetlvelY, "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 tt,at may be developed, concelved, or Invented by Prov fder durlilQ Its perform ,mce 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-exduslve 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 ahd Resttlctlons. (a) Except as expressly permitted under the Agreement or this Schedule, Customer shall not directly or indlrectly do any of the following: (I) access, use, sell, distribute, subllcense, or commercially exploit any Provider Property or any rights under the Agreement, Including without llmltatlon any access or use of any Provider Property; (II) knowingly lnttoduce any lofrtnglng, obscene, llbelousi or othe rwise unlawful data or material Into t he Ser\llce; (Iii) copy, modlly, or prepare derivative works basec/ on Prov ider Property; {Iv) reverse englnter, decompDe, 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. Page 2of6 @ SECURUS Technologies, lno. -Proprietary & Confldenllal SECURUS Technologies connecting what matters' (b) At Provider's sole and reasonable discretion, certain of the selected Applications wlll be made available only during times which would not otherwise interfere with the use of Provider's revenue generating Applications and services. (c) Applications ordered by Customer may be disabled by Customer at any time during the Term of the Agreement upon wrltten 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 materlals are In conflict with the provision of Provider's Service hereunder. (e) Customer shall allow Provider to display videos, documents and dlgltal 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 Appllcatlons and any documents, videos or forms published by Customer or from outside sources. 3. FEiES 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 wlll 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 wlll 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 clatms 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. 4. WARRANTIES .AND LIMITATIONS 4.1 serv1ce warranttes . (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 wlll 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 Umltatlon of Warrant.y . (a) THE WARRANTY OBUGATIONS OF PROVIDER WITH RESPECT TO THE HARDWARE COMPONENTS ARE STRICTLY UMITED TO THE REPLACEMENT OF ANY DEFECTIVE HARDWARE COMPONENT. IN NO EVENT AND UNDER NO ORCUMSTANCES SHALL THE LIABILITY OF PROVIDER EXCEED THE UNIT PRICE PAID BY CUSTOMER FOR ANY DEFECTIVE HARDWARE COMPONENT OR PART THEREOF, (b) EXCEPT AS EXPRESSLY SEf 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, Page 3 ofB @ SECURUS Technologies, Inc. -Proprietary & Confidential SECURUS Technoloe:ies com,e,//nglvhat matters• INCLUDING BUT NOT UMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4.3 Professiona l Rewonsl9Ullv, As between Customer and Provider, Customer assumes full responstblllty for the use of Information provided through the Appllcatlon(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 seivlces lies solely with the healthcare professional providing patient care seivlces. Provider disclaims llablllty for the use of any Information provided by, or results obtained from, the Appllcatlons 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 llablllty due to malpractice or failure to warn. Provider provides no medical or other professional advice In connection with the Appllcatlons 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 Appllcatlons by such professional. EXECUTED as of the Schedule Effective Date. CUSTOMER: PROVIDER: Kittitas County Sheriff's Office Securus Technologies, Inc. By: By: Name: Name: Robert E. Pickens Tltle: Title: President Page 4 of8 ® SECURUS Technologies, Inc. • Proprietary & Confldenllal SECURUS Technologies connecting whot mattus' APPLICATIONS ConnectUs Inmate Service Platform SAL&S ORDER FQRM SERVICE DESCRIPTIONS Attachment 1 Provider, through ConnectUs, offers the following Applications. The Appllcatlons, which have been ordered by Customer are reflected on the Price Page, which follows. Video YJsJta,tJon ApplJcatlon The ConnecWs Video Visitation Appllta tlon provides video race-to-face vlslts belween Inmates and the Inma te s' Friends and family members-and also allows the Inmate to view upcom ing scheduled visits using the CohnectUs touch screen. This Appllca aon requires an executed agreement between Provider and Customer for Provider's Securus Video Visitation. Phone CalJ Application The ConnectUs Phone call Application allows Inmates to place calls, which go through Provider's centralized Secure CaU Platform (''SCP'~ simply by pressing the Phone can 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 <Grlevan~ Apoflcat100 The Inmal'e Formsr(Grlevanr.e) Application facilitates the system atic rei:t1Jpt1 ~tlhg and categorliatlon of grievance sltu:atJons and offers a trac~(ng system th1:1t Improves response times and metrics useftJI In assessments and reso urce allocations. Provider wlll retain and provide Customer access to the data for the term of the Agreement. Third Partv Vendor Commissary Appllaatfon The Connecl Us 'Third Party Vendor Commissary Application provides an automated means for Inmates to order commissary goods through Costomer's thlrd•party commissary provider. Website Edycaflon AppUcatton (URL) The ConnectUs Website Education Application makes Customer-approved third party educational websites available to Inmates. Inmate Vidoos AopUcatlon <,MW The ConnectUs Inmate Videos Application enhances communications with Inmates by allowing multiple Customer-approved videos. lnmate Bandbools Annncnuon C,PDP) ili e Connep.Lls ln111ate Handbook Application publishes common PDF documents to Inmates (e.g., the Inmate Handbook) for up-to- date access to eJstomer Informa ti on. EmereeoQI/ YlilftatJon Aooncatton The ConnectUs Emergency Visitation Application allows Inmates to Initiate a request for e video call with Customer staff to report an emergency situation. Sk;k Call Application Toe CpnrieotUs Side C8ll.AppUcalion allows Inmates to report symptoms to Customer health officials by completing a "sick form" that Identifies the Inmate's symptoms. Self:Op Commtmrv Ordering AopncatJon 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 sear9h ApoUcatlon The Connectus Job Search Application allows Inmate job-seekers access to local, regional and national jobs of all types and level of experience, Law Ubrary Apo[lcatton The ConnectUs Law Ubrary Application allows Inma tes to perform legal resear ch through a comprehensive collection of state and feder11] laws; Including resources pertaining to t0nstlltltlons, statutes, cases and more. Page 5 of6 @ SECURUS Technologies, Inc.• Proprietary & Canfldentle1 SECURUS Technologies connecting what molters• Securus Inmate Services Platform -Price List SALES ORDER FORM Page 6 of6 ® SECURUS Technologies, Inc, -Proprietary & Confidential Attachment 1 RECEIVED MAY 1 5 2018 KITTITAS COUNTY SHEfllrF ACCOUNTING June 13, 2018 Sheriff Gene Dana Kittitas County Sheriffs Office 205 West 5th Street, Suite 1 Ellensburg, WA 98926 Dear Sheriff Dana: Thank you for your business! Our goal is a long-term partnership with you and your county where SECURUS Sales and Service exceeds your expectations. Enclosed, please find an executed copy of the Second Amendment to the Master Services Agreement between Kittitas County Sheriffs Office and SECURUS Technologies. If you need further assistance please contact your SECURUS representative. Russell Roberts Sr. Vice President -Sales & Marketing Securus Technologies (972) 277-0656 RECEIVED JUN 2 2 2018 KITTITAS COUNTY SHERIFF ACCOUNTING 4000 International Parkway • Carrollton, Texas 75007 • www.securustechnologies.com