2016-087 Inmate Phones

"> SECURUS\u2019\n\nTEOHNDIES\n\n14651 Dallas Parkway, Suite 600 R EG r NyE B\n\nDallas, TX 75254-8815\n\nDEE LO HR\n\n\u201aae\u2019s Summit\nlego Deni.\n\nDecember 6, 2013\n\nTrevor Stiles\n\nAssistant City Attorney II\nOffice ofthe City Attorney\n220 SE Green Street\n\nLee\u2019s Summit, MO 64063\n\nDear Mr. Stiles:\n\nEnclosed, please find 2 executed copies ofthe Master Services Agreement between Lee\u2019s Summit Police\nDepartment and SECURUS Technologies. Please sign both copies and return 1 original to the\nContract Administrator at the above address.\n\nWe would like to thank you at this time for continuing to choose SECURUS as your inmate phone\nprovider.\n\nShould you need further assistance, please contact your SECURUS Representative.\n\nJoshua Conklin\n\nVP of Sales\n\nSECURUS Technologies\n(972) 277-0312\n" "> SECURUS\u2019\n\nTECHNOLOGIES\n\nMaster Services Agreement\nCITY OF LEE\u2019S SUMMIT POLICE DEPARTMENT (MO)\nA001070\n\nThis Master Services Agreement (this

\u201cAgreement\u201d) is by and between the City of Lee\u2019s Summit, a Missouri constitutional\ncharter city (\u2018you\u201d or \u201cCustomer\u201d), and Securus Technologies, Inc., (\"we,\u201d \"us,\" or *Provider\u201d). This Agreement supersedes\nany and all other agreements (oral, written, or otherwise) that may have been made between the parties and shall be\neffective as of thell\u00e4std\u00e4te'signed;by either party (the \"Effective Date\u201d).\n\nWhereas the Customer desires that Provider install an inmate telecommunication system and provide telecommunications\nand maintenance services according to the terms and conditions in this Agreement according to the Schedule and Work\nOrders, which are incorporated by reference into this Agreement;\n\nWhereas the Provider agrees to install the inmate telecommunications system and provide telecommunications and\nmaintenance services according to the terms and conditions in this Agreement and the Schedule and Work Orders, which\nare incorporated by reference into this Agreement,\n\nNow therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:\n\n1. Applications. This Agreement specifies the general terms and conditions under which we will perform certain inmate-\nrelated services and applications (the \u201cApplication(s)\") for you. Additional terms and conditions with respect to the\nApplications will be specified in the schedules entered into by the parties and attached hereto (the \"Schedules\u201d). The\nSchedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement. In the event\nof any conflict between this Agreement and a Schedule, the terms of the Schedule shall govern. in the event of any conflict\nbetween any two Schedules for a particular Application, the latest in time shall govern.\n\n2. Use of Applications. You grant us the exclusive right and license to install, maintain, and derive revenue from the\nApplications through our inmate systems (including, without limitation, the related hardware and software) (the \"System\u201d)\nlocated in and around the inmate confinement facilities identified on the Schedules (the \u201cFacilities\u201d). You are responsible for\nthe manner in which you use the Applications. Unless expressly permitted by a Schedule or separate written agreement with\nus, you will not resell the Applications or provide access to the Applications (other than as expressliy provided in a particular\nSchedule), directly or indirectly, to third parties. During the term of this Agreement and subject to the remaining terms and\nconditions of this Agreement, Provider shall be the sole and exclusive provider of existing and any future inmate related\ncommunications, including but not limited to voice, video, and data (e.g., phone calls, video calls, messaging, prepaid calling\ncards, debit calling, and e-mail) at all existing and future correctional facilities under the authority of Customer in lieu of any\nother third party providing such inmate communications, including without limitation, Customer's employees, agents, or\nsubcontractors.\n\n3. Compensation. Compensation for each Application, if any, and the applicable payment addresses are as stated in ihe\nSchedules.\n\n4. Term. The obligations of the parties shall be effective as ofthe Effective Date, but the \u201cInitial Term\u2019 \u00abshall:begin 120:.days\n:after the Effective'Date (to allow for installation of hardware and/or implementation of network connectivity) and shali end on\nthe date that is forty-eight\u2018(48):months thereafter. Unless one party delivers to the other written notice of non-renewal at\nleast ninety (90) days before the end of the then current term, this Agreement shall automatically renew for one\u00ab(1);\n:successive 'period-.of twelve: (12).monthg. Notwithstanding anything to the contrary, the terms and conditions of this\nAgreement shall continue to apply to each Schedule for so long as we continue to provide ihe Application to you after the\nexpiration or earlier termination of this Agreement.\n\n5. Service Level Agreement and Limited Remedy. We are committed to providing you with reliable, high quality\nApplications and we offer certain assurances about the quality of our Applications (the \u201cService Level Agreement\u201d), The\nService Level Agreement for each Application is as set forth in the applicable Schedule. WE DISCLAIM ALL WARRANTIES,\nEXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR\nPURPOSE, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALINGS OR USAGE OF TRADE, AND\nNONINFRINGEMENT.\n\n6. Software License. We grant you a personal, non-exclusive, non-transferable license (without the right to sublicense) to\naccess and use certain proprietary computer software products and materials in connection with the Applications (the\n\u201cSoftware\u201d). The Software includes any upgrades, modifications, updates, and additions to existing features that we\nimplement in our discretion (the \"Updates\u201d). Updates do not include additional features and significant enhancements to\nexisting features. You are the license holder of any third-party software products we obtain on your behalf. You authorize us\nto provide or preinstall the third-party software. Your rights to use any third-party software product that we provide shall be\nlimited by the terms of the underlying license for such product. The Software is to be used solely for your internal business\npurposes in connection with the Applications at the Facilities. You will not (i) permit any parent, subsidiary, affiliated entity, or\nthird party to use the Software, (ii) assign, sublicense, lease, encumber, or otherwise transfer or attempt to transfer the\nSoftware or any portion thereof, (iii) process or permit to be processed any data of any other party with the Software, (iv)\nalter, maintain, enhance, disassemble, decompile, reverse engineer or otherwise modify the Software or allow any third party\nto do so, (v) connect the Software to any products that we did not furnish or approve in writing, or {vi) ship, transfer, or export\nthe Software into any country, or use the Software in any manner prohibited by the export laws ofthe United States. We are\nnot liable with regard to any Software that you use in a prohibited manner. j\n\nMaster Services Agreement - 1 0f9\n\nWi\n" "7. Ownership and Use. The System, the Applications, and related records, data, and information shall at all times remain\nour sole and exclusive property unless prohibited by law, in which event, we shall have the unlimited right to use such\nrecords, data, and information for investigative and law enforcement purposes. However, during the term of this Agreement\nand for a reasonable period of time thereafter, we will provide you with reasonable access to the records. We (or our\nlicensors, if any) have and will retain all right, title, interest, and ownership in and to (I) the Software and any copies, custom\nversions, modifications, or updates of the Software, (ii) all related documentation, and (fi) any trade secrets, know-how,\nmethodologies, and processes related to our Applications, ihe System, and our other products and services (the \u201cMaterials\u201d).\nSubject to the provisions of the Missouri Sunshine Law (RSMo. Sections 610.010 to 610.200) and the provisions of the\nMissouri Trade Secrets Act (RSMo. Sections 417.005 et. seq.), the Materials constitute proprietary information and trade\nsecrets of Provider and its licensors, whether or not any portion thereof is or may be the subject of a valid copyright or\npatent.\n\n8. Legality/Limited License Agreement. For services related to Applications which may allow you to monitor and record\ninmate or other administrative telephone calls, or transmit or receive inmate electronic messages (\u201ce-mail\u201d); by providing the\nApplication, we make no representation or warranty as to the legality of recording or monitoring inmate or administrative\ntelephone calls or transmitting or receiving inmate e-mail messages. Further, you retain custody and ownership of all\nrecordings, and inmate e-mail messages; however you grant us a perpetual limited license to compile, store, and access\nrecordings or inmate calls and access inmate e-mail messages for purposes of (i) complying with the requests of officials at\nthe Facility, (ii) disclosing information to requesting law enforcement and correctional officials as they may require for\ninvestigative, penological or public safety purposes, (iii) performing billing and collection functions, or (iv) maintaining\nequipment and quality control purposes. This license does not apply to recordings of inmate calls or e-mail messages with\ntheir attorneys or to recordings or e-mail messages protected from disclosure by other applicable privileges.\n\n9. Confidentiality and Non-Disclosure. The System, Applications, and related call records and information (the\n\u201cConfidential Information\u201d) shall at all times remain confidential to Provider. You agree that you will not disclose such\nConfidential Information to any third party without our prior written consent. Because you will be able to access confidential\ninformation of third parties that is protected by certain federal and state privacy laws through the Software and Applications,\nyou shall only access the Software with computer systems that have effective firewall and anti-virus protection. Moreover,\nyou acknowledge that the contents of this contract constitute proprietary irade secrets and represent that you have not\ndisclosed the terms and conditions of this Agreement to anyone outside of your organization save your legal representative.\nYou warrant that you will keep the terms and conditions of this Agreement confidential and, unless required by court order or\nstatute, will not disclose such information without Provider's express written consent (except that you may disclose the\ncontents of this Agreement to your attorney or tax advisor, if any, but onty after informing those persons that they must keep\nconfidential the information contained herein). Before compiying with any such court order or statute, you agree to notify\nProvider so that it may assert any rights to non-disclosure that it may have under the applicable law. The terms and\nobligations of this Paragraph No. 9. \u201cConfidentiality and Non-Disclosure\u201d shall be subject to the provisions of the Missouri\nSunshine Law (RSMo. Sections 610.010 to 610.200) and the provisions of the Missouri Trade Secrets Act (RSMo. Sections\n417.005 et. seg.).\n\n10. Claims. To the fullest extent allowed by applicable law, each party by itself and/or its employees, agents, or contractors\nagrees to be responsible for any loss, cost, claim, liability, damage, and expense (including, without limitation, reasonable\nattorney\u2019s fees and expenses) (collectively \u201cClaims\u201d) arising out of (i) a breach of its own representations, warranties, and/or\ncovenants contained herein, or (ii) negligence or willful misconduct, or (il) actual or alleged intellectual property\ninfringement.\n\nFurthermore, the parties understand and agree that each one is subject to federal, state, and local laws and regulations, and\neach party bears the burden of its own compliance. The Provider agrees to install and implement the Inmate Telephone\nSystem according to the law governing the Provider, the instruction it receives from the Customer as to the Customer's\nrequirements under the law, and according to the Customer\u2019s facility's demographics.\n\n11. Insurance. We maintain comprehensive general liability insurance having limits of not less than $2,000,000.00 in the\naggregate. You agree to provide us with reasonable and timely written notice of any claim, demand, or cause of action made\nor brought against you arising out of or related to the utilization of the Applications and the System in which the Provider is\nbrought in as a co-defendant in the Claim. We have the right to defend any such claim, demand, or cause of action at our\nsole cost and expense and within our sole and exclusive discretion. Provider shall name the City of Lee\u2019's Summit as an\nadditional insured on its general liability insurance policy. Provider shall provide City with a copy of its certificate of insurance\nevidencing the amounts carried and that the City of Lee\u2019s Summit is named as an additional insured.\n\n12. Default and Termination. if either party defaults in the performance of any obligation under this Agreement, then the\nnon-defaulting party shall give the defaulting party written notice of its default setting forth with specificity the nature of the\ndefault. Ifthe defaulting party fails to cure its default within thirty (30) days after receipt of the notice of default, then the non-\ndefaulting party shall have the right to terminate this Agreement upon thirty (30) days written notice and pursue all other\nremedies available to the non-defaulting party, either at law or in equity. Notwithstanding the foregoing, the thirty (30) day\ncure period shall be extended to ninety (90) days if the default is not reasonably susceptible to cure within such thirty (30)\nday period, but only if the defaulting party has begun to cure the default during the thirty (30) day period and diligently\npursues the cure of such default. Notwithstanding the foregoing, if you breach your obligations in the section entitled\n\u201cSoftware License\u201d or the section entitled \u201cConfidentiality\u201d, then we shall have the right to terminate this Agreement\nimmediately. Customer shall have the right to terminate this Agreement for convenience by giving Provider ninety (90) days\nwritten notice of its election to terminate for convenience.\n\n13. Limitation_of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE\nEXTENT ALLOWED BY LAW NEITHER PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL.. SPECIAL,\nOR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR INCOME, LOST OR CORRUPTED DATA, OR LOSS OF USE\n\nMaster Services \u00c4greement - 2 0f9\n" "OR OTHER BENEFITS, HOWSOEVER CAUSED AND EVEN IF DUE TO THE PARTY\u2019S NEGLIGENCE, BREACH OF\nCONTRACT, OR OTHER FAULT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES.\n\n14. Uncontrollable Circumstance. We reserve the right to renegotiate or terminate this Agreement upon sixty (60) days\nadvance written notice if circumstances outside our control related to the Facilities (including, without limitation, changes in\nrates, regulations, or operations mandated by law; material reduction in inmate population or capacity; material changes in\njail policy or economic conditions; acts of God; actions you take for security reasons (such as lock-downs)) negatively impact\nour business; however, we shall not unreasonably exercise such right. Further, Customer acknowledges that Provider's\nprovision of the services is subject to certain federal, state or local regulatory requirements and restrictions which are subject\nto change from time-to-time and nothing contained herein to the contrary shall restrict Provider from taking any steps\nnecessary to perform in compliance therewith.\n\n15. Iniunctive Relief. Both parties agree that a breach of any of the obligations set forth in the sections entitled \u201cSoftware\nLicense,\u201d \u201cOwnership and Use,\u201d and \u201cConfidentiality\u201d would irreparably damage and create undue hardships for the other\nparty. Therefore, the non-breaching party shall be entitied to immediate court ordered injunctive relief to stop any apparent\nbreach of such sections, such remedy being in addition to any other remedies available to such non-breaching party.\n\n16. Force Majeure. Either party may be excused from performance under this Agreement to the extent that performance is\nprevented by any act of God, war, civil disturbance, terrorism, strikes, supply or market, failure ofaa third party\u2019s performance,\nfailure, fluctuation or non-availability of electrical power, heat, light, air conditioning or telecommunications equipment, other\nequipment failure or similar event beyond its reasonable control; provided, however that the affected party shall use\nreasonable efforts to remove such causes of non-performance.\n\n17. Notices. Any notice or demand made by either party under the terms of this Agreement or under any statute shall be in\nwriting and shall be given by personal delivery; registered or certified U.S. mail, postage prepaid; or commercial courier\ndelivery service, to the address below the party\u2019s signature below, or to such other address as a party may designate by\nwritten notice in compliance with this section. Notices shall be deemed delivered as follows: personal delivery \u2014 upon\nreceipt; U.S. mail - five days after deposit; and courier - when delivered as shown by courier records.\n\n18. No_Ihird-party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status ofa\nthird-party beneflciary, and this Agreement shall not be construed so as to create such status. The rights, duties, and\nobligations contained herein shall operate only between the parties and shall inure soleiy to their benefit. The provisions of\nthis Agreement are intended to assist only the parties in determining and performing their obligations hereunder, and the\nparties intend and expressiy agree that they alone shall have any legal or equitable right to seek to enforce this Agreement,\nto seek any remedy arising out of a party's performance or failure to perform any term or condition of this Agreement, or to\nbring an action for the breach of this Agreement.\n\n19. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of\nMissouri. No waiver by either party of any event of default under this Agreement shall operate as a waiver of any subsequent\ndefault under the terms of this Agreement. |f any provision of this Agreement is held to be invalid or unenforceable, the\nvalidity or enforceability of the other provisions shall remain unaffected. This Agreement shall be binding upon and inure to\nthe benefit of Provider and Customer and their respective successors and permitted assigns. Except for assignments to our\nAffiliates or to any entity that succeeds to our business in connection with a merger or acquisition, neither party may assign\nthis Agreement without the prior written consent of the other party. \u201cAffiliate\u201d shall mean the direct or indirect owner, parent,\nsubsidiary or affiliate of Provider, or any owner, partnership or corporation in which Provider or any owner, parent, subsidiary\nor affiliate of Provider owns a twenty-five percent (25%) or greater equity interest. Each signatory to this Agreement warrants\nand represents that he or she has the unrestricted right and requisite authority to enter into and execute this Agreement, to\nbind his or her respective party, and to authorize the installation and operation of the System. Provider and Customer each\nshall comply, at its own expense, with all applicable laws and regulations in the performance of their respective obligations\nunder this Agreement and otherwise in their operations. Nothing in this Agreement shall be deemed or construed by the\nparties or any other entity to create an agency, partnership, or joint venture between Customer and Provider. This Agreement\ncannot be modified orally and can only be modified by a written instrument signed by all parties. The parties\u2019 rights and\nobligations, which by their nature would extend beyond the termination, cancellation, or expiration of this Agreement, shall\nsurvive such termination, cancellation, or expiration (including, without limitation, any payment obiigations for services or\nequipment received before such termination, cancellation, or expiration). This Agreement may be executed in counterparts,\neach of which shall be fully effective as an original, and all of which together shall constitute one and the same instrument.\nEach party agrees that delivery of an executed copy of this Agreement by facsimile transmission or by PDF e-mail\nattachment shall have the same force and effect as hand delivery with original signatures. Each party may use facsimile or\nPDF signatures as evidence of the execution and delivery of this Agreement to the same extent that original signatures can\nbe used. This Agreement, together with the exhibits and Schedules, constitutes the entire agreement of the parties regarding\nthe subject matter set forth herein and supersedes any prior or contemporaneous oral or written agresments or guarantees\nregarding the subject matter set forth herein. i\n\nMaster Services Agreement - 3 0f9\n" "EXECUTED as of the Effective Date.\n\nCUSTOMER:\n\nCity of Lee\u2019s Summit\n\nCustomer's Notice Address and Phone Number:\n\n10 NE Tudor Street\nLee\u2019s Summit, MO 64086\n\nPhone: 816-969-7385\n\nApproved as to Form:\n\nAssistant City Attorney\nPlease return signed contract to:\n\n14651 Dallas Parkway\n\nSixth Floor\n\nDallas, Texas 75254\n\nAttention: Contracts Administrator\nPhone: (972) 277-0300\n\nMaster Services Agreement - 4 of 9\n\nPROVIDER:\n\nSecurus Technologies, Inc.\n\nBy: Erna lH\n\nName: Robert Pickens\n\nTitle: Chief Operating Officer\n\nDate: 12 -2-i2\n\nProvider's Notice Address:\n\n14651 Dallas Parkway, Suite 600\nDallas, Texas 75254\nAttention: General Counsel\n\nPhone: (972) 277-0300\n\nProvider's Payment Address:\n\n14651 Dallas Parkway, Suite 600\nDallas, Texas 75254\nAttention: Accounts Receivable\n\n"