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HomeMy WebLinkAboutSH20-019 - Chirping Agreementc=aLMA=m.scon.=W CTEL,LLC An Affiliate of Consolidated Telecom, Inc. Inmate Messaging Service CTEL, LLC, an affiliate of Consolidated Telecom, Inc. (Vendor) with its principle place of business located at 8113 Ridgepoint Suite 205 Irving, Texas 75063 agrees to .provide a messaging service' for inmate usage called Chirping to the Kittitas County Sheriffs Office on behalf of the Kittitas County Corrections Center (Customer) with its principal place of business at: 205 W. 5th Avenue Ste 1 Ellensburg, Washington 98926 agree as follows: Exclusive Agreement Customer agrees to exclusively permit Vendor the right to install, support and maintain a messaging platform and service within ali pre-existing and future jaii and/or detention facilities during the term of this agreement. In the event that the current KCCC (Kittitas County Corrections Center) is replaced within the term of this agreement, Vendor agrees to remove all equipment specified herein and reinstall the equipment or its replacement as the case may be in the successor Facility at no expense to the County. Agreement Term: This agreement will remain in force and effective for forty-eight (48) months from the Commencement Date. Unless written notice is delivered to either party at least ninety (90) days prior to the expiration of the initial term or any renewal term of this Agreement, this Agreement shall automatically renew for a twelve (12) month term upon the same terms and conditions as set forth herein. Vendor Provides: Vendor will provide, install and maintain Chirping devices, associated operational hardware, charging stations and transport containers (a tub and/or cart). Additionally, Vendor will provide ongoing service, support and maintenance of the Chirping devices and platform. Customer Provides: Customer provides a secure area for a tub and/or cart to store and charge chirping devices, as well as electric (AC) to charge devices, at no charge to Vendor; additionally, 1 U.S. Patent Nos. 10,082,835 and 10,085,126. Used under license from Hank Technology LLC." Customer will provide the labor to check the devices in/out and keep the chirping devices charged. Chirping Rates, Funding & Fees: Chirping rates include - four dollars ($4.00) per month per chirping device and phone number, and ten cents ($0.10) per chirp. Chirping funds are added by friends and family through Vendor's customer service center or the inmatesales.com web site. Funding fees include - a three -dollar ($3.00) funding fee through inmatesales.com or a five dollar and ninety-five cent ($5.95) fee through Vendors live representative customer service center, plus credit card fees. Labor Reimbursement: Vendor will pay Customer labor reimbursement in the amount of one cent ($0.01) from every completed Chirp. To the extent that chirps are used from chargeback deposits, total chirp count will be adjusted for purposes of calculating the labor reimbursement. Device Loss/ Damage & Replacement Policy; Each device has a value of two hundred dollars ($200.00). The inmate will be charged the device value if damaged or lost while assigned to him/her. The replacement cost will be deducted from the device account until paid in full before another device is assigned to the inmate. Miscellaneous Provisions: A. Any notice to be given hereunder shall be in writing and shall be delivered by certified mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties set forth above, and all such notices shall be deemed received when delivered in the manner set forth above. B. Vendor's services shall be furnished by Vendor as an independent contractor .and nothing herein contained shall be construed to create a relationship of employer-employee or master -servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by Vendor as an independent contractor. Vendor acknowledges that the entire compensation for this Agreement is specified herein and Vendor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Vendor will defend, indemnify and hold harmless the County, its Additional Insureds, officers, agents or employees from any loss or expense, including but not limited to 2 r' COMUDAM TVLF=X MW settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. C This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. D. This Agreement and any records resulting shall be subject to all provisions of the Public Records Act, RCW 42.56. Vendor agrees to provide the fullest assistance in providing any records responsive to any such request. The County agrees to provide at least 15 working (Monday — Friday, Saturdays, Sundays and legal holidays excluded) notice to Vendor pursuant to RCW 42.56.540 to seek injunctive relief subject to the venue provision herein cited if Vendor has reason to believe any such record should not be released. E. This Agreement shall be constructed under and is enforceable under the laws of the State of Washington. Venue of any action shall be as provided in RCW (Revised Code Of Washington) 36.01.05,0. F. In no event shall the Customer be liable for any damage or destruction to any item of Equipment, or for any injury resulting to any person from any failure of the equipment or its installation. Authority to Represent: Each party to this Agreement warrants and represents that they have the unrestricted right and prerequisite authority to enter into and execute this Agreement, to bind the respective party, and to authorize the installation and operation of the equipment. The rights and obligations of this Agreement will be binding and shall inure to the benefit of the respective parties, their subsequent owners, successors, heirs, and assignees. IN WITNESS WHEREOF, the parties hereto intending to be legally bound, have executed this Agreement to be effective beginning on the 18th day of August 2020 (the Commencement date). CTEL, LLC Kittitas County Sheriffs Office d � C() y✓ S UI cle_- Pre s( dw Print Name, Tit Signatu Date Clayton Myers, Sheriff Print Name, Title Signature Date 3