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HomeMy WebLinkAboutSECURUS TECHNOLOGIES '8" ECU'R'<U '. 81M :" l"~ l..., , L.... .... .: ~....' ~..". . ( TECHNOLOGIES l 14651 Dallas Parkway, 6th Floor Dallas, Texas 75254 www.securustech.net May 3, 2006 Ms. Lena Bonner Augusta Richmond Municipal Bldg 8th floor 530 Greene St Augusta, GA 30911 Dear Ms. Bonner: Attached, please find the executed copy of your Inmate Telephone System Agreement between Richmond County Correctional Institute and Evercom Systems, Inc., a division of SECURUS Technologies. ,~. We would like to thank you at this time for choosing SECURUS as your inmate phone provider. Should you need further assistance, please contact your SECURUS Representative. SECURUS Technologies Contracts Administration Accounting Department The Power of One '. '," , '" ,. "',';" , '."'~ .,.,..". g- SECURUS - Master Services Agreement 'i:,:,-\!J:]~C!l't~' Richmond COUicorrectiona"nStitute (GA) This Master Services Agreement'(this "Agreement") is made thiS:S day of t. 2~06 (the .commenc"eme~~ Da,te") between Evercom Systems, Inc., a Delaware corporation and a SECURUS ech ologles, Inc. company (we, us, or "Provider"), and Augusta, Georgia, a political subdivision of the State of Georgia ("yo 'or "Customer"). 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 eve.nt of any conflict between this Agreement and a Schedule, the terms of the Schedule shall govem. In the event of any conflict between any two Schedules for a particular Application, the latest in time shall govern. 2. Use of Applications. You grant us the exclusive right and license to install, maintain, and derive revenue from the Applications through our inmate systems (including, without limitation, the related hardware and software) (the "System') located in and around the inmate confinement facilities identified on the Schedules (the "Facilities"). You are responsible for the manner in which you use the Applications. Unless expressly permitted by a Schedule or separate written agreement with us, you will not resell the Applications or provide access to the Applications (other than as expressly provided in a particular Schedule), directly or indirectly, to third parties. 3. Compensation. Compensation for each Application, if any, and the applicable payment addresses are as stated in the Schedules. 4. Term. The initial term of this Agreement (the "Initial Term") shall begin on the Commencement Date and shall end on the date that is 3 years thereafter. Thereafter, unless one party delivers to the other written notice of non-renewal at least 90 days prior to the end of the then current term, this Agreement shall automatically renew for 3 successive periods of 1 year 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. 5. Service level Aareement and Limited Remedv. We are committed to providing you with reliable, high quality Applications, and we offer certain assurances about the quality of our Applications (the 'Service Level Agreement"). The Service level Agreement for each Application is as set forth in the applicable Schedule. THE SERVICE lEVEL AGREEMENT IS THE SOLE AND EXCLUSIVE REMEDY FOR FAILURE OR DEFECT OF AN APPLICATION. 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. 6. 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. 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 pr.ohibitedby the.exportJaws-Of the. United States.-W.eare.not. liable with regard to any Software that you use in a prohibited manner. 7. OWnership and Use. The System, the Applications, and related records, data, and information shall at all times remain our sole and exclusive property unless prohibited by law, in which event, we shall have the unlimited right to use such records, data, and information for investigative and law enforcement purposes. However, during the term of this Agreement and for a reasonable period of time thereafter, we will provide you with reasonable access to the records. We (or our licensors, if any) have and will retain all right, title, interest, and ownership in and to (i) the Software and any copies, custom versions, modifications, or updates of the Software, (ii) all related documentation, and (iii) any trade secrets, know-how, methodologies, and processes related to our Applications, the System, and our other products and services (the "Materials"). The Materials constitute proprietary information and trade secrets of Provider and its licensors, whether or not any portion thereof is or may be the subject of a valid copyright or patent. 8. ~. The System may allow you to monitor and record inmate telephone calls. By providing the System, we make no representation or warranty as to the legality of recording or monitoring inmate telephone calls. Further, you retain custody and ownership of all recordings; however you grant us the right to access such recordings on a limited basis for quality control purposes. 9. Confidentialitv. The System, Applications, and related call records and information (the . Confidential Information") shall at all times remain confidential to Provider. You agree that you will not disclose such Confidential Information to any third party without our prior written consent. Because you will be able to access confidential information of third parties that is Master Services A!lreemenl - Page ~. of 3 \- protected by certain federal and state privacy. laws through the. S?ftware an? Applications, you shall only access the Software with computer systems that have effective firewall and antI-Virus protection. 10. Indemnification. To the fullest extent allowed by applicable law but subject to the limitations in ~his Agreement, each party (the "Indemnifying Party") will defend, indemnify and hold harmle~s the ~ther p~rty (t~e "Indemnified Partf) fr,om and against any loss, cost, claim, liability, damage, and expense (includmg,. without lI.mitatlo~, reasona~le attomey s fees) brought or claimed by third parties ("Claims'), arising out of gross negligence, Willful misconduct, Intellectual prope~ infringement or alleged intellectual property infringement by the Indemnifying Party, its employees, agents, .or co.n.tractors In the performance of this Agreement. The Indemnified Party shall notify the Indemnifying Party promptly In writIng of any Claims for which the Indemnified Party alleges that the Indemnifying Party is responsible under this section and tender ~e defense of such Claims to the Indemnifying Party. The Indemnified Party shall cooperate in every reasonable manner with the defense or settlement of such Claims at the Indemnifying Party's expense. The Indemnifying Party shall not be liable under this section for settlements by the Indemnified Party of any Claims unless the Indemnifying Party has approved the settlement in advance or unless the defense of such Claims has been tendered to the Indemnifying Party in writing and the Indemnifying Party has failed to 'promptly undertake the defense. 11. 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 and the System. 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 utilization of the Applications or System without our prior written consent, and you are required to assist us with out defense of any such claim, demand, or cause of action. 12. 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 30 days after receipt of the notice of default, then the non- defaulting party shall have the right to terminate this Agreement upon 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 30 day cure period shall be extended to 90 days if the default is not reasonably susceptible to cure within such 30 day period, but only if the defaulting party has begun to cure the default during .the 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. 13. 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 12 MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. 14. Uncontrollable Circumstance. We reserve the right to renegotiate or terminate this Agreement upon 60 days advance written notice if circumstances other than those under 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 ofthe 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. 15. Iniunctive 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. 16. Force Maieure. 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. 17. 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. 18. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. No waiver by either party of any event of default under this Agreement shall operate as a waiver of any subsequent Master Services Agreement - Page 2 of 3 - - ..- - . - - . ~ - default under the terms of this Agreement If any provision of this Agreement is held to be inval~d ?r unenforcea~le, the validity or enforceability of the other provisions shall remain unaffected. This Agreement shall be bmdmg 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. 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 prior to 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 This Agreement, together with the exhibits and Schedules, constitutes the entire agreement of the parties regarding the subject matter set forth herein and supersedes any prior or contemporaneous oral or written agreements regarding the subject matter set forth herein. EXECUTED as of the Commencement Date. Master Services A~reement - Page ~ of 3 ~'.i: SECURUS" . .Schedule ~_.. '!E.,:Hf;;lJL08.i:~' __ ~Richmond County Correctional Institute (GA) This Schedule is made as of the ---1J.... day of ' 2006 (the "Schedule Effective Date"~ between Evercom Systems, Inc., a Delaware corporation and a SECUR S chnologies, Inc. C?mpany ("we' or "Provider"), and ~gusta, Georgia ("you" or "Customer") and is part of and governed by the Master Services Agreement, dat~ as of,J)- 5' . ' 2006 (the. Agreement") executed by the parties. The terms and conditions of the Agreement are Incorporated herein by reference. A Applications. We will provide the following Applications: CALL MANAGEMENT SERVICE DESCRIPTION: DiQital Call ManaQer. Digital Call Manager ("DCM") provides automatic placement of calls by inmates without the need for conventional live operator services. In addition, DCM provides the capability to (a) monitor and record inmate calls, (b) mark certain numbers as private to disable the monitoring and recording function, (c) automatically limit the duration of each call to a certain period designated by us, (d) maintain call detail records in accordance with our standard practices, (e) automatically shut the System on or off, and (f) allow free calls to the extent required by applicable law. We will be responsible for all billing and collections of inmate calling charges but may contract with third parties to perform such functions. DCM will be provided at the Facilities specified in the chart below. COMPENSATION: Collect Calls. We will pay you commission (the "Commission') in the amount of the applicable Collect Commission Percentage (as specified in the chart below) of the applicable revenue base (as specified in the chart below) that we earn through the completion of collect calls placed from the Facilities. "Gross Revenue' means all charges billed by us relating to collect calls placed from the Facilities. Gross Revenue may be verified by the detailed call records maintained by us, without any deduction or credit for bad debt or for billed calls that for any reason are not collected. Regulatory required and other items such as federal, state and local charges and taxes and fees are excluded. We shall remit the Commission for a calendar month to you on or before the 30th day after the end of the calendar month in which the calls where made (the "Payment Date"). All Commission payments shall be final and binding upon you unless we receive written objection within 60 days after the Payment Date. Your payment address is as set forth in the signature block below. You shall notify us in writing at least 60 days prior to a Payment Date of any change in your payment address. FACILITIES AND RELATED SPECIFICATIONS: FacilityNam~ClndAddress . "rype9f(;all. . .' Management. SerVice DCM ......... Collect. . Commissiorl Percentag~ . 54% .... Revenue Base ..... f9f CCllculation .0fCornmission Gross Payment Address Richmond County Correctional Institute 2314 Tobacco Road Augusta, GA 30906 Same DIGITAL CALL MANAGER SERVICE LEVEL AGREEMENT: We agree to repair and maintain the System (inclusive of the SECUREworkstation defined below) in good operating condition (ordinary wear and tear excepted), including, without limitation, fumishing all parts and labor. All such maintenance shall be conducted in accordance with the serVice levels in Items 1 through 10 below. All such maintenance shall be provided at our sole cost and expense unless necessitated by any misuse of, or destruction, damage, or vandalism to, the System by you (not inmates at the Facilities), in which case, we may recoup the cost of such repair and maintenance through either a Commission deduction or direct invoicing, at our option. You agree to promptly notify us in writing after discovering any misuse of, or destruction, damage, or vandalism to, the System. If any portion of the System is interfaced with other devices or software owned or used by you or a third party, then we shall have no obligation to repair or maintain such other devices or software. This SERVICE LEVEL AGREEMENT does not apply to any provided Openworkstation(s) (see below). For the services contemplated hereunder, we may provide, based upon the facilities requirements, two types of workstations (personal computer/deslstopllaptoplterminal): (i) The "SECUREworkstation" is designed to satisfy facilities that require a secure direct link and full technical support of the Applications. Utilizing the Windows XP operating system, the SECUREworkstation is subject to full technical and field support services described herein, access to all applicable Applications and restricted user rights for facility personnel. No other third party software may be installed on the SECUREworkstation; and (ii) The .Openworkstation" is an open non-secured workstation which permits administrative user rights for facility personnel and allows the facilities an ability to add additional third party software. Ownership of the Openworkstation is transferred to the facility along with a three-year product support plan with the hardware provider We have no obligation to provide any technical and field support services for an Openworkstation. CUSTOMER IS SOLELY RESPONSIBLE FOR THE MAINTENANCE OF ANY OPEM'VORKSTATION(S): 1. Outaoe Report: Technical SuPPort. If either of the following occurs: (a) you experience a System outage or malfunction or (b) the System requires maintenance (each a "System Event"), then you ~II promptly report the System Event to our Technical Support Department ("Technical Supporr). You may contact Technical Support 24 hours a day, seven da.ys a week (except in the event of planned or emergency ol.!tages) by telephone at 866-5~8-2323, by emall. at TechnicaISupport@Evercom.net, or by facsimile at 800-368-3168. We will provide you commercially reasonable notice, when practical, prior to any Technical Support outage. For your calls to Technical Support, the averag~ monthly call.answer time is generally 120 seconds or less, provided however, that we will endeavor (but will not be obligated) to achieve an average monthly call answer time of 30 seconds. 2. PrioritY Classifications. Upon receipt of your report of a System Event, Technical Support will classify the System Event as one of the following four priority levels: "Priority 1" 60% or more of the functionality of the System is adversely affected by the System Event 30%-59% of the functionality of the System is adversely affected by the System Event 5%-29% of the functionality of the System is adversely affected by the System Event Less than 5% of the functionality of the System is adversely affected by the System Event "Priority 2" "Priority 3" "Priority 4" 3. Response Times. After receipt notice of the System Event, we will respond to the System Event within the following time periods with a 95% or greater rate of accuracy: Priority 1 PrioritY 2 Priority 3 Priority 4 4 hours 12 hours 24 hours 36 hours 4. Response Process. In all instances, Technical Support will either initiate remote diagnosis and correction of the System Event or dispatch a field technician to the Facility (in which case the applicable regional dispatcher will contact you with the technician's estimated time of arrival), as necessary. 5. Performance of Service. All of our repair and maintenance of the System will be done in a good and workmanlike manner at no cost to you except as may be otherwise set forth in the Agreement Any requested modification or upgrade to the System that is agreed upon by you and us may be subject to a charge as set forth in the Agreement and will be implemented within the time period agreed by the parties. 6. Escalation Contacts. Your account will be monitored by the applicable Territory Manager and Regional Service Manager. In addition, you may use the following escalation list if our response time exceeds 36 hours: first to the Technical Support Manager or Regional Service Manager, as applicable, then to the Director of Field Services, then to the Executive Director, Service. 7. Notice of Resolution. Alter receiving internal notification that a Priority 1 System Event has been resolved, a member of our management team will contact you to confirm resolution. For a Priority 2 or 3 System Event, a member of our customer satisfaction team will confirm resolution. 8. Monitorino. We will monitor our back office and validation systems 24 hours a day, seven days a week. 9. Reauired IGR. You are responsible for providing a dedicated isolated grounded receptacle ("IGR') for use in connection with the primary System. Upon request we will provide you with the specifications for the IGR. If you are unable to or do not pro"!de the IGR, then we will provide the IGR on a time and materials basis at the installer's then-current billing rates, proVided that we are not responsible for any delay caused by your failure to provide the IGR. 10. End-User Billino Services and Customer Care. Our Correctional Billing Services division will maintain dedicated customer service representatives to handle end-user issues such as call blocking or unblocking and setting up end-user payment accounts. The customer service representatives will be available during reasonable business hours Monday through Saturday by telephone at 800-844-6591, by email at Support@CorrectionaIBillingServices.com, and by facsimile at 800-578-2627. In addition, we will maintain an automated inquiry system on a toll-free customer service phone line that will be available to end-users 24 hours a day, 7 days a week to provide basic information and handle most routine activities. We will also accept payments from end-users by credit card, check, and cash deposit (such as by money order or Western Union transfer). DIGITAL CALL MANAGER VALUE-ADD FEATURES DESCRIPTION: 3-Way Detect. On DCM, 3-Way Detect provides the capability for you to mark, warn, or disconnect 3-way calls. Administrative Assistant. On DCM, Administrative Assistant allows you to access a web page interface to view call detail records, data regarding the Commission, and service tickets and to post documents to be shared between you and us. Sentinel. On DCM, Sentinel provides continuous diagnostic information regarding the System to our network operating center (NOC) to facilitate quick and efficient resolution of network issues. COMPENSATION: The optional features above are provided to you at no charge. DIGITAL CALL MANAGER END-USER FUNDED FEATURES DESCRIPTION: AdvanceConnect. On DCM, AdvanceConnect allows inmates' friends and families to establish a prepaid account with us to pay for calls they receive from inmates. . CollectConnect. On DCM, CollectConnect allows inmates' friends and families to pay for collect calls immediately after the call with a credit card or similar method. Courtesy Call. On DCM, Courtesy Call facilitates communication between inmates and their friends and families by notifying a prepaid account holder when the balance in the account approaches the minimum limit. Encompass. On DCM, Encompass is a patent-pending enabler that facilitates quick establishment of accounts by friends and families of the inmates. COMPENSATION: The optional features above are provided to you at no charge and may be funded from end-user fees. . . ,. , Exhibit A: Customer Statement of Work Richmond County Correctional Institute (GA) Made part hereto and governed by of the Master Services Agreement (the "Agreemenr) executed between Evercom Systems, Inc., a Delaware corporation and a-l5ECURUS Technologies, Inc. company ("we" or "Provider"), and Augusta, Georgia ("you' or "Customer") dated as of b -5-orsThe terms and conditions of said Agreement are incorporated herein by reference. A. Applications. The parties agree that the Applications listed in the Service Schedule shall be provided and in accordance with the Service Level Agreements as described in the applicable section of the Service Schedule to the Agreement. B. Equipment. We will provide the following equipment in connection with the Applications: Call Manager UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING IN THIS SCHEDULE, NO APPLICATIONS, EQUIPMENT, INSTALLATION AND SPECIAL REQUIREMENTS OTHER THAN THOSE STATED ABOVE WILL BE PROVIDED; NO ORAL AGREEMENTS OR STATEMENTS ARE BINDING. EXECUTED as of the Schedule Effective Date.