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HomeMy WebLinkAboutPD13-141 - Amendment - #1 - Securus Technologies, Inc. - Inmate Phone Provider - 07/14/2022ApprovalOriginator:Department: Date Sent:Date Required: Mayor or Designee Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received: City Attorney: Comments: Date Routed: Mayor’s Office City Clerk’s OfficeAgreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Local Business? Yes No* Business License Verification: If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Yes In-Process Exempt (KCC 5.01.045) Notice required prior to disclosure? Yes No Contract Number: This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY Agreement Routing Form For Approvals, Signatures and Records Management (Optional) Basis for Selection of Contractor: * Memo to Mayor must be attached Termination Date: Authorized to Sign: SECURUS Technotogies connectinE whot motters' ctTY oF KENT POLICE DEPARTMENT (WA) 4302960 FIRST AMENDMENT TO MASTER SERVICES AGREEMENT This FIRST AMENDMENT ("First Amendment") is effective as of the last date signed by either party ("First Amendment Effective Date") and amends and supplements that certain Master Services Agreement by and between Securus Technologies, LLC ("we," "us," or "Provider") and City of Kent Police Department ("you" or "Customer") dated April 29, 201 3 (the'Agreement"). WHEREAS Customer and Provider are parties to the Agreement and desire to amend the terms as stated herein; NOW, THEREFORE, as of the First Amendment Effective Date and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1 . Term, This First Amendment shall commence on the First Amendment Effective Date and shall remain in effect through the Term of the Agreement. Further, the Term of the Agreement shall be extended by an additional 36 months, with a modified end date that is 36 months from installation of the Securus Video Connect System, Unless one party delivers to the other written notice of non-renewal at least 90 days before the end of the then current term, the Agreement will automatically renew for successive periods of 12 months each. 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. 2. Commission Percentage Change. As of the First Amendment Effective Date, the FACILITIES AND RELATED SPECIFICATIONS chart on page 5 of the Agreement is deleted in its entirety and replaced with the following: *Commissions are paid in one-month arrears and are not subject to retroactive payments or adjustments for faiture to provide timely notice of address changes. Notwithstanding anything to the contrary contained in the Agreement, no commission will be paid on revenues earned through the completion of interstate calls of any type placed from the Facility(s). 3. PrepaidCallingCardDiscountPercentageChange. AsoftheFirstAmendmentEffectiveDate,theFAClLlTlESAND RELATED SPECIFICATIONS chart on page 8 of the Agreement is deleted in its entirety and replaced with the following: Facility Name and Address Discount Percentage City of Kent Police Department 1 230 S. Central Kent, WA 98191 440/o* *Less the percentage of revenue at the Facility(s) that is generated by interstate calls. 4. Additional Applications. As of the First Amendment Effective Date, the following Applications are added to the Agreement: Page 1 of7 - O Securus Technologies, LLC - Proprietary & Confidential Facility Name and Address Type of Call Management Service Commission Percentage Revenue Base for Calculation of Commission Commission Payment Address City of Kent Police Department 1230 S, Central Kent, WA 9819'1 SCP 44o/o*Gross Revenues --SAME-- ADVANCECONNECT SINGTE CALL AdvanceConnect Single Call allows friends and family to pre-pay for a call from an incarcerated end user and, if deployed, hereby replaces Provider's lnstant Pay Program. Based on the actual duration of the call, Advanceconnect Single Call transactions are rated at the per-minute rate (plus any applicable federal, state, and local taxes and transaction fees). AdvanceConnect Single Call calls are commissioned in the same manner as collect calls. SECURUS VIDEO CONNECT / CONNECTUS Securus Video Connect ('SVC') is a web-based video conference system. SVC runs on the ConnectUs Service Platform ("Connectus"), a communications and services platform that allows for the consolidation of assorted activities in a single interface with a customized mix of applications ("ConnectUs Applications"). The configuration of SVC and ConnectUs ordered by Customer, its retail cost, and the length of time SVC sessions are stored is specified in the Securus Services Platform - Price List belowl: Securus Video Services Platform - Price List Hardware Pod Video Terminals - Single Handset Visitor Video Terminals - Single Handset Visitor Video Tenninals - Dual Handset Mobile Cart, lncluding UPS Battery Backup Networking Wiring Electrical Wiring* Hardware lnstallation JMS and 3rd Party Vendor lntegration.* Software Application Setup: - Securus Video Connect Application lnstallation and lmplementation - Phone Call Application (Software Application is one time - Forms Application (Grie\ance)perApp,percontract) -HandbookApplication(.PDF) - Third Party Vendor Commissary Application - Website Education Application (URL) - Videos Application (.MP4) - Self-Op Commissary Ordering Application - Emergency Video Application - Video Relay Senice Job Search Application Law Library Application Securus Video Connect Application Phone Call Application Forms Application (Grie\ance) Handbook Application (. PDF) Annuar subscription and Hostins III^11Y,Y::::: :::T:^lt Appr ication Fee (per App, per rerminar, n., v"lo $jijj"^;1ff;]:"1 fi:i;Ttion (uRL) Sslf-Op Commissary Ordering Application Emergency Video Application Video Relay Service Job Search Application Law Library Application Misc- Annual Terminal Extended Hardware Maintenance Recuning Telecom Recording Retention (30 days) Training (per day) Recuning Recuning Recuning Recuning Recuning Recuning Recunlng Rscuning Recuning Recuning Recuning Recuning Recuning Recuning One Time One Time Term: One-lime Cost Annual License & Maintenance Cost (peryear) Total Cost: S One Tme One l'ime One lime One lime 4,000 4,000 4,250 1,440 20,000 4.250 1,440 3,000 3,000 3,000 1,440 500 3 36,190 4,M0 49,510 5 0 1 1 o 0 6 0 1 1 1 0 0 0 0 0 0 0 1 0 6 1 ,| 0 0 0 0 0 0 0 I b I 2 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ s $ $ $I $ s $ $ $ s $ s $ $ $ $ $ $ $ $ One'lime One'lime One'lime One Time One Time One Time One lime One l'ime One Time One Ime One Time One 'Iime One Time One'llme One Time Recuning Recuning 500 1,500 500 500 1,440 100 2,000 s $ o $ $ $ $ $ $ $ $ $ $ $ $ s $ $ $ $ $ s $ $ $ s $ s $t $$ 4,ooo * Customer responsible for electrical wiring '* Customer responsible for JMSlCommissary lntegration Fees, if applicable SVC and ConnectUs System Costs. Provider will cover the Total Costs set forth in the chart above unless otherwise stated herein. lf the Agreement is terminated for any reason other than Provide/s default before three years after 1 Additional terminals may subsequently be deployed by mutual agreement of the parties. Page 2 of 7 - @ Securus Technologies, LLC - Proprietary & Confidential installation of the Securus Video Connect System. Customer will refund the prorated amount of the Total Cost set forth in the chart above. Customer is responsible for all costs associated with wiring and electrical installation as Customer will own any installed wire or network cabling upon termination of the Agreement. Additional ConnectUs Applications may be deployed by mutual agreement of Provider and Customer. lf applicable, Provider will deploy a Third Party Vendor Commissary Application, once an agreement has been executed by and between Provider and Customer's commissary operator for such application. Provider will not charge an integration fee, but Customer is responsible for anyJail Management System (JMS) and Commissary integration fees if charged by those providers. Customer also agrees to implement the following additional requirements: 1. Customer agrees that SVC must be available for paid remote sessions seven days a week for a minimum of 40 hours per terminal per week. 2. All on-site sessions will be required to be scheduled at least 24 hours in advance, where practicable' Provider will charge SVC session charges that are in compliance with state and federal regulatory requirements plus applicable taxes/fees/surcharges. lf Customer wishes to offer free remote SVC sessions, a session charge equal to the then-current session rate, plus applicable taxes/fees/surcharges, will apply and will be invoiced to Customer or deducted from compensation otherwise owed to Customer under the Agreement. lt is Customefs sole responsibility to (i) establish and communicate its policies regarding monitoring and/or recording of private visits (i.e., attorney/client visits, clergy visits or other visits approved and implemented by Customer), and (ii) provide appropriate accommodations for non-recorded visits, as necessary. 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. Customer and Provider acknowledge and agree that Customeds visitation policy with resPect to in-person visits is solely within Customer's discretion. SVCCompensationtoCustomer. lfthenumberofmonthlypaidvisitsmeetsorexceedsl.5visitsperincarceratedend user per month, Provider will pay Customer 10%o of the charges (excluding applicable taxes/fees/surcharges) collected for paid SVC sessions at Customer's Facility. Provider reseryes the right to deduct SVC session credits from revenue calculations. Provider will pay SVC payments for a calendar month to Customer on or before the 30th day of the following calendar month in which the sessions occurred (the "Payment Date"). SVC Payments are paid in one-month arrears and are not subject to retroactive payments or adjustments for notice delays. Ownership and Use. The SVC system and ConnectUs will at all times remain Provider's sole and exclusive property. provider (or Provider's 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) anytrade secrets, know-hoW methodologies, and processes related to Provider's applications, the SVC system, and Provider's other products and services (collectively. 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. Legality / Limited License Agreement: For services related to applications which may allow Customer to monitor and record SVC sessions, by providing the application, Provider makes no representation or warranty as to the legality of recording or monitoring such sessions. Customer may utilize settings to disable the monitoring and recording function to prevent monitoring and recording of private sessions (i.e., attorney client privileged communications, clergy visits, etc.) which will be Customer's sole responsibility to identifl7, approve and disable. Further, Customer retains custody and ownership of all recordings. EMESSAGING provider's eMessaging Application ("eMessaging") allows for two-way electronic communication between friends and famiry and an incarcerated end user. Users purchase eMessaging "stamps," which are used to fund the transmission of an electronic message according to the following chart: Tvoe of Message (When Available) Number of Stamps Notes Page 3 of7 - @ Securus Technologies, LLC - Proprietary & Confidential Text Message 1 stamp per message Photo 1 stamp per photo Limit of 5 photos per eMessage; 3 MB / photo limit eCard 1 stamp per eCard Limit of 5 eCards per eMessage VideoGram 3 stamps per VideoGram Different types of attachments can also be combined in a single transmission. The facility can access a web-based portal that enables message review, and can approve and reject a message or attachment based on the facility's policies and criteria. Friends and family must send and receive messages using either the Securus mobile app or their inbox at www.securustech.net and must have a free Securus Online account to access, Approved messages and attachments are accessible through certain of Provider's technologies as agreed by Customer and Provider. With Customer's agreement, Provider may (a) issue future releases of eMessaging which contain additional features and functionalities; or (b) modify the pricing contained herein. Customer understands and acknowledges that eMessaging is a requirement for Tablet deployment. Customer is solely responsible for reviewing and approving each message, including (if applicable and permitted by Customer) any attachments. Provider will use machine translation to translate eMessages written in Spanish into English for the sole purpose of Customer review. Customer acknowledges that machine translation is not 100% accurate and that such machine-translated messages may contain grammatical and other errors. Provider makes no representations or warranties regarding the accuracy or reliability of such machine translation, provider will provide eMessaging at no cost to Customer. Friends and family members can purchase a book of stamps specific to a facility in the following quantities: Number of Stamps in Book Stamp Book Price (Plus transaction fees and all applicable taxes) 5 $2.s0 10 $s.00 20 $10.00 50 $2s.00 Where available, usingfunds in a Securus Debit account, incarcerated end users can purchase a book of stamps in the following quantities: Number of Stamos in Book Stamp Book Price (Plus applicable taxes) 1 $0.s0 2 $1.00 5 $2,s0 10 $s.00 provider will pay Customer a commission of 2Qo/o on each redeemed stamp based on the Stamp Book Price (excluding any applicabie iaxes/fees/surcharges), which may differ from facility to facility. A stamp is considered "redeemed" when it is used to send messages. provider will remit the payment for a calendar month to Customer on or before the 30th day after end of the calendar month in which the eMessaging stamps were redeemed (the "Payment Date"). All payments will be final and binding unless Provider receives written objection within 60 days after the Payment Date. THREADS Page 4 of 7 - @ Securus Technologies, LLC - Proprietary & Confidential The THREADS application allows authorized law enforcement users to analyze corrections and communications data from multiple sources to generate targeted investigative leads. THREADS'" has three main components: data analysis, data review and data imPort. ln addition, THREADS offers an optional "community" feature, which allows member correctional facilities to access and analyze corrections communications data from other correctional facilities within the community and data imported by other community members, Customer has elected to opt in to the community feature, Customer acknowledges and understands that data from its Facility or Facilities will be made available to the THREADS community for analysis and review to the extent such access is consistent with RCW 70'48'100' The cost of THREADS* was considered and included in offering the Commission percentage and other terms contained herein. INVESTIGATIVE PRODUCTS AND FEATURES TERMS OF USE A, Applicability. These terms of use specifically apply, if deployed pursuant to the Agreement, to THREADS, lnvestigator pro, lcER, word Alert, Guarded Exchange services, National cellular Forensics services, securus Digital Mail center, and the investigative features of any other Provider product (collectively, the "selected Applications"). B. Customer Warranty. Customer will comply with all privacy, consumer protection, constitutional, marketing, and data security laws and government guidelines applicable to customer's access to and use of information obtained in connection with or tirrougfr the selected Applications. customer acknowledges and understands that customer is solely responsible for its compliance with such laws and that Provider makes no representation or warranty as to the legatityoftheuseoftheSelectedApplicationsortheinformationobtainedinconnectiontherewith. Providerwill have no obiigation, responsibility, or liability for Customer's compliance with any and all laws, regulations, policies, rules or other requirements applicubl" to Customer by virtue of its use of the Selected Applications, except where Provider's negligence or use of customer's data is a cause of such non-compliance. c. conditional Use of Selected Applications. provider reserves the right to modifl7, enhance, or discontinue, in its sole discretion, any or all of the features that are currently part of the Selected Applications. Moreover, if Provider determines in its sole discretion that the Selected Applications and/or Customer's use thereof (1) violates the terms and conditions set forth herein; (2) violates any applicable rule; or (3) is reasonably likely to be so determined, Provider may, upon written notice, immediately terminate Customer's access to the Selected Applications and shall have no further liability or responsibility to Customer with respect thereto' D. Accuracy of Transcription. Translation. and Analytical Services. For Selected Applications which provide transcription, translation, or analysis of communications or information, Customer understands and acknowledges that all information used and obtained in connection with such Selected Applications is provided "As ls." customer acknowledges and agrees that speech transcription and translation is subject to unavoidable inaccuracies due to, among other things. poor audio quality, language spoken with significant accents or dialects, unfamiliar vernacular or vocabulary, or other issues which may result in transcript or translation inaccuracies. Provider does not make any representations or warranties regarding the selected Applications' ability to identify suspicious or suggestive key words or phrases, phrases that suggest threats to security, or phrases that indicated criminal activity in and outside of the Facility(s). E. Disclaimer of Warranties. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SELECTED APPLICATIONS AND ALL INFORMATION USED AND OBTAINED IN CONNECTION WITH THE APPLICATIONS ARE PROVIDED "AS IS'" PROVIDER AND IT5 SUBSIDIARIES DO NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED' WITH RESPECT TO THE SELECTED APPLICATIONS. PROVIDER DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS' COMPLETENESS, LEGALIry, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SELECTED APPLICATIONS OR INFORMATION OBTAINED IN CONNECTION THEREWITH. IN NO EVENT WILL PROVIDER AND ITS SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING' INCURRED BY CUSTOMER FROM RECEIPT OR USE OF INFORMATION OBTAINED IN CONNECTION WITH THE SELECTED AppLICATIONS OR THE UNAVAILABILITY THEREOF. Notwithstanding the above, Provider hereby warrants and represents that provider is the owner of the selected Applications or otherwise has the right to Srant to the customer, the licensed rights to selected Applications provided by Provider through this Agreement without violating any rights of any third paity worldwide. Vendor represents and warrants that (i) Provider is not aware of any claim, investigation, litigaiion, action, suit or administrative or judicial proceeding pending or threatened based on claims that Provider's Page 5 of 7 - O Securus Technologies, LLC - Proprietary & Confidential Selected Applications infringe or misappropriate any patents, copyrights, trade secrets or other intellectual property rights of any third party, and (ii) Provider's Services and SAAS do not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third party. F. Limitation of Liability EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALIry AND SECURIry OBLIGATIONS, REPRESENTATIONS AND WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARry'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PARTY'S STATED INSUMNCE LIABILITY CAP. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARry THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTMCT OR TORT AND REGARDLESS OF THE THEORY OF LIABILIry. G. lndemnification. Subject to Section F above, Provider shall defend, indemnify, and hold Customer and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses. liabilities and expenses (including reasonable attorneys'fees and costs) arising out of or in connection with: (i) a third party claim alleging that the Provider's service, content, software, or technology infringes or misappropriates the rights of, or has caused harm to, a third party; (ii) a third-party claim alleging a breach of any Provider's representations and warranties in this Agreement; (iii) a third-party claim alleging Provider's use of Customer's data is in violation of this Agreement; or (iv) a third party claim alleging a breach of Provider's confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third party, (v) third party claim of injury or death to person or damage to property arising from Provider's negligence. As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the indemnifying party (at the indemnifl/ing party's expense) in defending or settling such claim. c. the indemnirying party shall be allowed to control the defense and settlement of such claim; d. the indemnitr/ing party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this 5. ChangeinCommissionStructure. AnychangesmadeonoraboutJune20,20l6pursuanttothatcertainContract Addendum relating to changes made in response to 47 CFR S 64.6020 are hereby removed' 6. Customer Options for Alternative Compensation Structures. Notwithstanding anything to the contrary in the Agreement, at Customer's option, Customer may request that compensation and rates under the Agreement be amended to either a no commission or taxpayer-funded and no commission option at any time during the Term. lf requested by Customer, the parties will negotiate in good faith regarding an appropriate reduction to the applicable call rates if Customer agrees to no longer receive any commission or other type of financial compensation under the Agreement. For such compensation structures, Provider can also accommodate a Customer request to transition from end user funding of telephone services to a model where those services are taxpayer-funded / paid for by Customer. 7. private Number Designation. We will continue to provide you with the ability to designate certain numbers (for example, attorney or clergy numbers) as "Private" within our Secure Call Platform. Calls to numbers designated as private will not be recorded by us. Although we will maintain your Private list within our Secure Call Platform, ygu acknowledge and agree thatyou will have the sole discretion. authority. and resPonsibilitYfor designating numbers as Page 6 of 7 - O Securus Technologies, LLC - Proprietary & Confidential Private. and that we have no discretion. authority. or responsibility for making such designations. unless done so at your instruction, Further, to the fullest extent allowed by applicable law, you and/or your employees, agents, or contractors agree to be responsible for any loss, cost, claim, liability, damage, and expense (including, without limitation, reasonable attorneys fees and expenses) arising out of the recording or monitoring of calls to numbers that should have been, but were not, designated by you as Private. 8, Address Change. Provideds Notice and Payment addresses are hereby changed to the following: Notice Address: Payment Address: 4000 lnternational Parkway Ca rrollton, Texas 75007 Attention: General Counsel Phone: (972)277-0335 4000 lnternational Parkway Ca rrol lton, Texas 75007 Attention: Accou nts Payable Phone: (972)277-0335 9. Except as expressly amended by this First Amendment, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect. EXECUTED as of the First Amendment Effective Date, Please return siqned contract to: 4000 lnternational Parkway Carrollton, Texas 75007 Attention: Contracts Administrator Phone: (972)277-O3O0 CUSTOMER: City of Kent Police Depa By: Name: Title: Date: Lssrtr:r.l.ta A}IIGF z-o":iz- PROVIDER: Securus Technologies , LIC (f lkla Securus Technologies, lnc,) By: Name: Title: Date: Russell Roberts Chief Growth Officer 06/30/2022 Page 7 of 7 - @ Securus Technologies, LLC - Proprietary & Confidential