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Home My WebLink About20122835.tiff BOCC STAFF USE Date Set: Time: BOARD OF COUNTY COMMISSIONERS WORK SESSION COVER LETTER Department/Office: Sheriff's Office Date: 0S/23/2016 Person requesting work session: Jennifer Oftelie Extension: x2872 Has your commissioner coordinatorBOCC chair approved the work session? Yes, commissioner coardinator Yes, BOCC chair Recommended length of time needed for discussion: I 5 minutes _20 minutes X 30 minutes _other(list) In addition to yourself and the board, please list who should attend: County Attorney Frank Haug, Lieutenants Todd Deutsch, Brandon Cody and/or Esperanza Gomez, Support Services Supervisor Charles Eggers, Securus representatives Brief description of the issue: (please select one) ❑❑Informational only C�Action needed Weld County is currently under contract with Securus Technologies for providing the phone services in the Jail. We have been discussing the financial impact of the new FCC rulings to reduce rates and fees for inmate phone calls, and the time has come to possibly implement some changes before the ruling takes effect. There was recently a stay on the changes proposed to the call rates, however the ruling to reduce fees will be implemented on June 20`h, 2016. Securus will propose three options to maintain compliance with the new ruling and still cover their cost for service according to their contract, and options to keep our revenues in tact to some degree. Because of the timeframe to complete the changes in programming, we will need to inform Securus of our choice to move forward by June 1, 2016. Securus will present three options to the board, and the Sheriff's Office is prepared to give our opinions once the options are explained. However,we are asking the board to decide which option they choose would like to move forward with, as it wil( require a revision to the contract. Options for the board: 1) After the options are explained, we are asking the board to decide how to move forward so Securus can make the necessary changes. 2) Nullify the Securus contract and go out to RFP. Because all providers are in the same position with the FCC ruling,we do not recommend this option until we know what changes will truly be implemented and can get a fair proposal from multiple vendors. Recommendation to the board: We feel there are a few options that would work and would like to discuss them at the work session. However, we feel it is necessary to choose one of the options proposed and continue with Securus Technologies until we go out to RFP in 2017. BOARD CHAIR USE Results/Outcomes: �� so��) ��.� ��,,,��-- / s� .�a _ � ��a �S� � � � � �� " � � �o�� CONTRACT AMENDMENT BOARD OF WELD COUNTY COMMISSIONERS AND THE WELD COUNTY SHERIFF'S OFFICE AND SECURUS TECHNOLOGIES Mi This "Amendment" made and entered into this day of June, 2016 by and between the Board of Weld County Commissioners, on behalf of the Weld County Sheriff's Office, hereinafter referred to as the "WCSO" or "Customer", and Securus Technologies Inc. hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2012-2835 approved on December 5, 2012. WHEREAS the parties hereby agree to amend the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: o Pursuant to Section 14 of the original Amendment, a change in regulation has taken place. Section 14 is amended to include the following sentences. "Weld County reserves the right to renegotiate or terminate the contract on thirty (30) days' notice. Should any regulation, law, or other circumstance change that requires modification to the structure and pricing of the agreement, Weld County reserves the right to renegotiate the terms of the contract immediately in order to comply with all applicable rules, regulations, or law." o Section 10 is amended to include the following language "Claims. To the fullest extent allowed by applicable law, each party by itself and/or its employees, agents, or contractors agrees to be responsible for any loss, cost, claim, liability, damage, and expense (including, without limitation, reasonable attorney's fees and expenses) (collectively "Claims") arising out of (i) a breach of its own representations, warranties, and/or covenants contained herein, or (ii) gross negligence or willful misconduct, or (iii) actual or alleged intellectual property infringement. Furthermore, the parties understand and agree that each one is subject to federal, state, and local laws and regulations, and each party bears the burden of its own compliance. However, Provider has represented that the modifications contained in this Amendment are lawful and that Customer will receive no negative consequence from regulatory bodies due to these modifications. The Provider agrees to install and implement the Inmate Telephone System according to the law governing the Provider, the instruction it receives from the Customer as to the Customer's requirements under the law, and according to the Customer's facility's demographics. The Provider agrees to indemnify the Customer for any future claims or actions related to the modifications contained to the pricing structure in this Amendment, including orders from any court or regulatory body to repay any revenue or pay any penalties related to the Amendment. o Section 13 is amended to include the following language: "The limitations on liability contained in Section 13 are applicable only as to the contract prior to this Amendment. From the time that this Amendment is executed until the contract is terminated, there will be no limitation on liability for Provider to the extent that the liability arises out of the new structure for pricing and costs under this Amendment. o Customer's new per -minute calling rate will be $3.37 for the first minute and $0.1226 for each additional minute. The per minute rate will be considered non-commissionable, and rates will be rounded up to the nearest minute for simplicity. Moreover, within 30 days of the last date signed by either party, the maximum call duration for all inmate calls from Customer's facility(s) will be twelve (12) minutes. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have d ? = >: - Agreement as of the day, month, and year first above written. CONTRACTOR: Rae ,#• ( 1C.leen s Printed Name 4/1 Signature CONTRACT AMENDMENT BOARD OF WELD COUNTY COMMISSIONERS y AND THE WELD COUNTY SHERIFF'S OFFICE AND SECURUS TECHNOLOGIES ATTEST: �(� 4• �C�G�o�� Weld C ty Clerk to the Bo rd �U� 0 6 2016 � R � lle BY: Deputy Cler the Board 1861 APPROVED AS TO F DI �L�� Controller APPRO AS TO F RM: � � County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY,COLORADO �Y 1 � Mike Freeman,Chair ��UN D 6 �D`� APPROV AS TO SUB ANCE: Elected Official or Department Head �Yt,�t�"��`� Director of General Services a�D�e�- 0�835 SECUHOL-01 WITKUSJA ACORO CERTIFICATE OF LIABILITY INSURANCE 4.....----9 DATDIYYY1 9/312/312015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of Texas, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 37230-5191 CONTACT Willis Certificate Center NAME: PHONE 877 945-7378 MC( RIFE. Ertl: ( )IA/C, Non (888) 467'2376 AIL ADDRESS: certificates@willis.com INSURER(S) AFFORDING COVERAGE NAIC d INSURER A :Travelers Indemnity Co. of America 25666 INSURED Securus Technologies, Inc. 14651 Dallas Parkway Suite 600 Dallas, TX 75254-8815 INSURER B: Travelers Indemnity Company 25658 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR OR TYPE OF INSURANCE ADDL INSD SUBR VWD POLICY NUMBER POUCY EFF IMM/DOWYTY) POLICY EXP IMM/DDNYTY) LIMITS A X COMMERCIAL GENERAL UABIUTY X 6305D560508 0910912015 09109/2016 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE IU HEN/ ED PREMISES (Ea occurrence) $ 1,000,000 MEDEXP (Any one person) $ 10,000 PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMITAPPUES X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED AUTOS X 8105D532509 0910912015 09/0912016 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Comp/Coll Ded: $ 1,000 A X UMBRELLALIAB EXCESSLIAB X OCCUR CLAIMS -MADE X CUP -7113P326 0910912015 09/0912016 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED I X I RETENT ON$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN N NIA UB-5D513439 09109/2015 09109/2016 X STATUTE 10TH ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The Certificate Holder is included as Additional Insured (except on Workers Compensation) as required by written contract. CERTIFICATE HOLDER CANCELLATION Weld County Purchasing 1150 0 Street, Room #107 IGreenlev. CO 80631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SECURUS TECHNOLOGIES 14651 Dallas Parkway, 6th Floor Dallas, Texas 75254 www.securustech.net November 27, 2012 Weld County Finance Attn: Monica Mika 1150 "O" Street Greeley, CO 80631 Dear Ms. Mika: Enclosed, please find 2 executed copies of the Master Services Agreement and Vine Amendment between Weld County and SECURUS Technologies. Please sign all copies and return 1 original to the Contract Administrator at the above address. We would like to thank you at this time for continuing to choose SECURUS as your inmate phone provider. Should you need further assistance, please contact your SECURUS Representative. Joshua Conklin VP of Sales SECURUS Technologies (972) 277-0312 i /a-�-oc/ The Power of One J 8 5S 6)/iCXJ O SECURUS` Master Services Agreement Weld County (CO) A303172 This Master Services Agreement (this "Agreement") is by and between Weld County ("Customer") and Securus Technologies, Inc., ("we," "us," or "Provider"). This Agreement, together with the RFP and Provider's response, supersedes any and all other agreements (oral, written, or otherwise) that may have been made between the parties and will be effective as of January 1, 2013 (the "Effective Date"). Whereas the Customer desires that Provider install an inmate telecommunication system and provide telecommunications and maintenance services according to the terms and conditions in this Agreement according to the Schedule and Work Orders, which are incorporated by reference into this Agreement; Whereas the Provider agrees to install the inmate telecommunications system and provide telecommunications and maintenance services according to the terms and conditions in this Agreement and the Schedule and Work Orders, which are incorporated by reference into this Agreement; Now therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 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 event of any conflict between this Agreement and a Schedule, the terms of the Schedule will govern. In the event of any conflict between any two Schedules for a particular Application, the latest in time will 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. During the term of this Agreement and subject to the remaining terms and conditions of this Agreement, Provider will be the sole and exclusive provider of existing and any future inmate related communications, including but not limited to voice and data (e.g., phone calls, messaging, prepaid calling cards, debit calling, and e-mail) at the Facilities in lieu of any other third party providing such inmate communications, including without limitation, Customer's employees, agents, or subcontractors. 3. Compensation. Compensation for each Application, if any, and the applicable payment addresses are as stated in the Schedules. 4. Term. The Initial Term will begin on the Effective Date and will continue for twelve (12) months thereafter. Unless one party delivers to the other written notice of non -renewal at least ninety (90) days before the end of the then current term, this Agreement will automatically renew for 4 successive periods of 12 months each. Notwithstanding anything to the contrary, the terms and conditions of this Agreement will 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 Agreement and Limited Remedy. 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 SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES 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. You are the license holder of any third -party software products we obtain on your behalf. You authorize us to provide or preinstall the third -party software and agree that we may agree to the third -party End User License Agreements Master Services Agreement - 1 of 14 7/ Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 2C.'%.)-- Nfi on your behalf. Your rights to use any third -party software product that we provide will 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 prohibited by the export laws of the United States. We are 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 will at all times remain our sole and exclusive property unless prohibited by law, in which event, we will 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. Legality/Limited License Agreement. For services related to Applications which may allow you to monitor and record inmate or other administrative telephone calls, or transmit or receive inmate electronic messages ("e-mail"); by providing the Application, we make no representation or warranty as to the legality of recording or monitoring inmate or administrative telephone calls or transmitting or receiving inmate e-mail messages. Further, you retain custody and ownership of all recordings, and inmate e-mail messages; however you grant us a perpetual limited license to compile, store, and access recordings or inmate calls and access inmate e-mail messages for purposes of (i) complying with the requests of officials at the Facility, (ii) disclosing information to requesting law enforcement and correctional officials as they may require for investigative, penological or public safety purposes, (iii) performing billing and collection functions, or (iv) maintaining equipment and quality control purposes. This license does not apply to recordings of inmate calls or e-mail messages with their attorneys or to recordings or e-mail messages protected from disclosure by other applicable privileges. 9. Confidentiality and Non -Disclosure. The System, Applications, and related call records and information (the "Confidential Information") will 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 protected by certain federal and state privacy laws through the Software and Applications, you will only access the Software with computer systems that have effective firewall and anti -virus protection. Moreover, you acknowledge that the contents of this contract constitute proprietary trade secrets and represent that you have not disclosed the terms and conditions of this Agreement to anyone outside of your organization save your legal representative. You warrant that you will keep the terms and conditions of this Agreement confidential and, unless required by court order or statute, will not disclose such information without Provider's express written consent (except that you may disclose the contents of this Agreement to your attorney or tax advisor, if any, but only after informing those persons that they must keep confidential the information contained herein). Before complying with any such court order or statute, you agree to notify Provider so that it may assert any rights to non -disclosure that it may have under the applicable law. 10. Claims. To the fullest extent allowed by applicable law, each party by itself and/or its employees, agents, or contractors agrees to be responsible for any loss, cost, claim, liability, damage, and expense (including, without limitation, reasonable attorney's fees and expenses) (collectively "Claims") arising out of (i) a breach of its own representations, warranties, and/or covenants contained herein, or (ii) gross negligence or willful misconduct, or (iii) actual or alleged intellectual property infringement. Furthermore, the parties understand and agree that each one is subject to federal, state, and local laws and regulations, and each party bears the burden of its own compliance. The Provider agrees to install and implement the Inmate Telephone System according to the law governing the Provider, the instruction it receives from the Customer as to the Customer's requirements under the law, and according to the Customer's facility's demographics. The Customer agrees to indemnify the Provider against any and all Claims arising out of or related to instruction Provider receives from the Customer. 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 in which the Provider is brought in as a co-defendant in the Claim. 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 use of the Applications or System without our prior written consent, and you are required to assist us with our 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 will 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 thirty (30) days after receipt of the notice of default, then the non -defaulting Master Services Agreement - 2 of 14 Secures Technologies, Inc. - Proprietary & Confidential - Form 11.10 party will have the right to terminate this Agreement upon thirty (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 thirty (30) day cure period will be extended to ninety (90) days if the default is not reasonably susceptible to cure within such thirty (30) day period, but only if the defaulting party has begun to cure the default during the thirty (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 will have the right to terminate this Agreement immediately. 13. Limitation of Liability. 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 TWELVE (12) MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. 14. Uncontrollable Circumstance. We reserve the right to renegotiate or terminate this Agreement upon sixty (60) days advance written notice if circumstances outside 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 will not unreasonably exercise such right. Further, Customer acknowledges that Provider's provision of the 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 will restrict Provider from taking any steps necessary to perform in compliance therewith. 15. Injunctive 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 will 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 will 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 will be in writing and will 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 will 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. No Third -party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of a third - party beneficiary, and this Agreement will not be construed so as to create such status. The rights, duties, and obligations contained herein will operate only between the parties and will inure solely to their benefit. The provisions of this Agreement are intended to assist only the parties in determining and performing their obligations hereunder, and the parties intend and expressly agree that they alone will have any legal or equitable right to seek to enforce this Agreement, to seek any remedy arising out of a party's performance or failure to perform any term or condition of this Agreement, or to bring an action for the breach of this Agreement. 19. Miscellaneous. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. No waiver by either party of any event of default under this Agreement will operate as a waiver of any subsequent default under the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the other provisions will remain unaffected. This Agreement will be binding 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. Provider and Customer each will comply, at its own expense, with all applicable laws and regulations in the performance of their respective obligations under this Agreement and otherwise in their operations. Nothing in this Agreement will 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, will survive such termination, cancellation, or expiration (including, without limitation, any payment obligations for services or equipment received before such termination, cancellation, or expiration). This Agreement may be executed in counterparts, each of which will be fully effective as an original, and all of which together will constitute one and the same instrument. Each party agrees that delivery of an executed Master Services Agreement - 3 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 copy of this Agreement by facsimile transmission or by PDF e-mail attachment will have the same force and effect as hand delivery with original signatures. Each party may use facsimile or PDF signatures as evidence of the execution and delivery of this Agreement to the same extent that original signatures can be used. 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 or guarantees regarding the subject matter set forth herein. EXECUTED as of the Effective Date. CUSTOMER: Weld County By: Name Title: Date: c Sean P. Conway Chair, Board of Weld County Commissioners DEC 0 5 2012 Customers Notice Address: 900 9`h Street Greeley, CO 80631 PROVIDER: Securus Technologies, Inc. By: k Ut Name: Robert Pickens Title: Chief Operating Officer Date: Provider's Notice Address: 14651 Dallas Parkway, Suite 600 Dallas, Texas 75254 Attention: General Counsel Phone: (972) 277-0300 Provider's Payment Address: 14651 Dallas Parkway, Suite 600 Dallas, Texas 75254 Attention: Accounts Receivable Please return signed contract to: 14651 Dallas Parkway Sixth Floor Dallas, Texas 75254 Attention: Contracts Administrator Phone: (972) 277-0300 Master Services Agreement - 4 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 Schedule Weld County (CO) A303172 This Schedule is between Securus Technologies. Inc. ("we" or "Provider"), and Weld County ("you" or "Customer") and is part of and governed by the Master Services Agreement (the "Agreement") executed by the parties. The terms and conditions of the Agreement are incorporated herein by reference. This Schedule will be coterminous with the Agreement ("Schedule Effective Date"). A. Applications. We will provide the following Applications: CALL MANAGEMENT SYSTEM DESCRIPTION: Secure Call Platform: Secure Call Platform ("SCP") provides through its centralized system automatic placement of calls by inmates without the need for conventional live operator services. In addition, SCP has the ability to (a) monitor and record inmate calls, (b) automatically limit the duration of each call to a certain period designated by us, (c) maintain call detail records in accordance with our standard practices, (d) automatically shut the System on or off, and (e) 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. SCP will be provided at the Facilities specified in the chart below. COMPENSATION: Collect Calls. We will pay you commission (the "Commission") based on the Gross Revenues we earn through the completion of collect calls placed from the Facilities as specified in the chart below. "Gross Revenues" will mean all gross billed revenues relating to completed collect calls generated by and through the Inmate Telecommunications System. Regulatory required and other items such as federal, state and local charges, taxes and fees, including transaction funding fees, transaction fees, credits, billing recovery fees, charges billed by non-LEC third parties, and promotional programs are excluded from revenue to the Provider. We will 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 were made (the "Payment Date"). All Commission payments will be final and binding upon you unless we receive written objection within sixty (60) days after the Payment Date. Your payment address is as set forth in the signature block below. You will notify us in writing at least sixty (60) days before a Payment Date of any change in your payment address. Technology Grant. On the first day of the month following this Schedule Effective Date, we will provide you with a fund in the amount of $10,000.00 from which you may draw to pay for technology services or equipment purchased by you from third - party vendors. The fund will be furnished and may be used for purchases made during the initial Term. Any amount remaining in the fund at the expiration of the initial Term or earlier termination of this Agreement is forfeited and will no longer be available. All Technology Grant payments will be final and binding upon you unless we receive written objection within sixty (60) days after the payment has been made to the fund. FACILITIES AND RELATED SPECIFICATIONS: Facility Name and Address Type of Call Management Service Commission Percentage Revenue Base for Calculation of Commission - t Commissions Payment Address Weld County 2110 "O" ST Greeley, CO 80631 SCP 60% True Gross 1950 South O Street Greeley, CO 80631 Weld Courthouse (Payphone) 900 9'" Street Greeley, CO 80631 N/A 60% True Gross 1950 South O Street Greeley, CO 80631 Weld County Community Corrections Center 1101 H Street Greeley, CO 80631 SCP 60% True Gross 1950 South O Street Greeley, CO 80631 Master Services Agreement - 5 of 14 Securus Technologies, Inc. - Proprietary 8 Confidential - Form 11.10 Weld -Centennial Work Release County (Payphone) 910 10TH Avenue Greeley, CO 80631 N/A 60% True Gross 1950 South O Street Greeley, CO 80631 Weld Social Services (Payphone) 315 N 11th Avenue Greeley, CO 80631 N/A 60% True Gross 1950 South O Street Greeley, CO 80631 Weld North Jail Complex 2110 "O" ST Greeley, CO 80631 SCP 60% True Gross 1950 South O Street Greeley, CO 80631 The designated Commission percentage of sixty percent (60%) is contingent upon Customer's implementation of all products and payment methods described herein within ninety (90) days of the Effective Date (unless actions of Provider render such implementation within that timeframe impossible, in which case such implementation will be effected as soon as reasonably practicable). Should the Customer fail to implement all such products and payment methods within ninety (90) days of the Effective Date, the commission percentage is subject to renegotiation. CENTRALIZED NET CENTRIC, VOIP, DIGITAL TRANSMITTED CALL MANAGEMENT SYSTEM DESCRIPTION: Secure Calling Platform User Interface. We will provide you with the Software regarding the Secure Calling Platform Interface which may be used only on computers and other equipment that meets or exceeds the specifications in the chart below, which we may amend from time to time ("Compatible Equipment"), for a total of licensed users as specified in the attached Customer Statement of Work. Customer represents that (i) it will be responsible for distributing and assigning licenses to its end users; (ii) it will use the SCP User Interface for lawful purposes and will not transmit, retransmit or store material in violation of any federal or state laws or regulation; and (iii) it will monitor and ensure that its licensed end users comply as directed herein. Processor 2 gigahertz (GHz) or higher processor Operating System Windows XP", Windows Vista, Windows 7 Browser Internet Explorer 8 or newer Memory At least 1 gigabyte (GB) of RAM (2GB recommended) - use of Windows 7 may require additional memory Drive CD-RW or DVD-RW drive Display Super VGA (1,024 x 768) or higher resolution video adapter Peripherals Keyboard and Microsoft Mouse or compatible pointing device Internet High speed internet access (dial up is not supported) Installed Software Microsoft Silverlight 4.0 or newer, Microsoft .NET Framework 4, Adobe Reader 9.5 or newer, Microsoft Office Excel Viewer, Quick Time 7 or newer, Windows Media Player, Antivirus, WinZip or other zip utility "XP Media center edition not supported SERVICE LEVEL AGREEMENT We agree to repair and maintain the System in good operating condition (ordinary wear and tear excepted), including, without limitation, furnishing all parts and labor. All such maintenance will be conducted in accordance with the service levels in Items 1 through 10 below. All such maintenance will be provided at our sole cost and expense unless necessitated by any misuse of, or destruction, damage, or vandalism to any premises equipment 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 said equipment. If any portion of the System is interfaced with other devices or software owned or used by you or a third party, then we will 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/desktop/laptop/terminal): The "Opernaorkstation" 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 Master Services Agreement - 6 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 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 OPENWORKSTATIONS(S). 1. Outage 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 will promptly report the System Event to our Technical Support Department ("Technical Support"). You may contact Technical Support 24 hours a day, seven days a week (except in the event of planned or emergency outages) by telephone at 866-558-2323, by email at TechnicalSupport@securustech.net, or by facsimile at 800-368-3168. We will provide you commercially reasonable notice, when practical, before any Technical Support outage. 2. Priority Classifications. Upon receipt of your report of a System Event, Technical Support will classify the System Event as one of the following three priority levels: Priority 1 30% or more of the functionality of the System is adversely affected by the System Event. Priority 2 5% - 29%% of the functionality of the System is adversely affected by the System Event. Priority 3 5% or less of the functionality of the System is adversely affected by the System Event. Single and multiple phones related issues. 3. Response Times. After receipt notice of the System Event, we will respond to the System Event within the following time periods: Priority 1 2 hours Priority 2 24 hours Priority 3 72 hours 4. Response Process. In the event of a System Event, where the equipment is located on Customer premises, 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. In the event of a System Event occurs in the centralized SCP system, technical support will initiate remote diagnosis and correction of the System Event. 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. After 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. Monitoring. We will monitor our back office and validation systems 24 hours a day, seven days a week. 9. Required 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 provide 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 Billing Services and Customer Care. Our Securus Correctional Billing Services department 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 are available 24 hours a day, 7 days a week by telephone at 800-844-6591,via chat by visiting our website www.securustech.net by email at CustomerServiceSecurustech.net and by facsimile at 972-277-0714. 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, MoneyGram or Western Union transfer). Master Services Agreement - 7 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 INSTANT PAYTM PROGRAM DESCRIPTION The Instant Pay TM promotional program optimizes the call routing at Facilities by connecting as many calls as possible. If a call is attempted but there is no account or calling card open or in use to pay for the call, the call can be routed to the Instant Pay Program. The Instant Pay Program will offer the called party additional options to connect the call as well as provide information and promotional messaging on how to create a prepaid AdvanceConnectTM Account. COMPENSATION Pay NowTM Pay NowTM is an instant paid payment product available to facilities that have the Instant Pay promotional calling program installed that allows the called party to instantly pay for a single call using a debit or credit card in real-time as the call is being initiated. With Pay NowTM, the called party may immediately pay using a credit or debit card for one single call or may elect to setup and / or fund a prepaid AdvanceConnect account. Provider will compensate the Customer at a rate of one and 60/100 dollars ($1.60) for each call accepted and paid for using Pay NowTM. Pay NowTM is not subject to any other compensation. Text2ConnectTM Text2ConnectTM is a promotional program designed to get inmates in touch with Friends and Family members quickly and to encourage them to set up a prepaid AdvanceConnectTM account. If (a) an inmate attempts a call to a mobile phone, (b) the facility allows calls to mobile phones, and (c) the call cannot be billed by Provider, then call control will be assumed by our third -party provider. Our third -party provider will prompt the called party to double opt -in to accept and confirm the charges for a premium SMS text message and continue the call. Charges for the message are billed by the called party's mobile provider on their mobile phone bill. The called party receives a text message receipt for the call charges and is given instructions on how to open a prepaid AdvanceConnectTM account. Text2ConnectTM is available through our third -party processor who maintains relationships with select mobile phone companies around the country and manages the connection. Text2ConnectTM promotional calls are not commissionable, and Provider will pay the Customer a bonus payment of thirty cents ($0.30) for each transaction fee billed and collected by the wireless carrier completed through the Text2ConnectTM platform. Bonus payments for each applicable connection will be added to your existing monthly commission statement. Text2ConnectTM is not subject to any other compensation. JLG CONTINUOUS VOICE VERIFICATION Continuous Voice Verification (CVV) reviews inmate call recordings so as to verify the inmate voice(s) appearing in the call as the owner of the correct personal identification number (PIN). CVV provides security regarding inmate telephone PIN use by providing correctional officers the ability to quickly identify PIN stealing and sharing. Institutional and public safety is also enhanced by providing investigators the ability to identify and evaluate calls in which there might be found evidence of illegal activities. AUTOMATED INFORMATION SERVICES DESCRIPTION: We will provide the Automated Information Services (AISTM) through our third party vendor, Telerus as described herein. The AISTM application automates internal inquiries from detainees and outside calls from friends and family members on one single platform. In addition, the application allows inmates' friends and families the ability to open or fund a pre -paid telephone account as well as fund an inmate's trust account. The application is accessed through a telephone IVR system that is available to all callers. Once facility staff has uploaded all required information, the system is able to automate information such as: Commissary balances (pending MIS system data flow) Charge information • Court Appearance Dates, Times, locations • Bond Amounts, Types • Projected Release Dates • Visitation Eligibility Times Automated Information Services 2.0 is configurable to meet the specific needs of the facility. The standard option includes automation of inmate and facility information to constituents who call the existing main telephone number and to inmates at the County's facility, Customer may also choose to add any of the following additional options (mark all that apply): ✓ Automation of inmate and facility information to constituents (standard) ✓ Automation of inmate and facility information to inmates (standard) ✓ Ability to open or fund a Securus pre -paid telephone account ✓ Ability to fund an inmate trust account Master Services Agreement - 8 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 The application provides all information automatically without staff intervention 24/7 from any standard day room or outside telephone with no new wiring required. Facility staff personnel must maintain information on the system. Customer will be responsible for any/all integration fees incurred by its JMS/MIS system provider for AIS to receive inmate data. PAYMENT: AIS will be free of charge during the Term of the Agreement. PREPAID CALLING CARDS DESCRIPTION: Upon receipt of your written request, we will provide you with inmate Prepaid Calling Cards for resale to inmates at the Community Corrections Center. Prepaid Calling Cards are not returnable or refundable; all sales are final. Each Prepaid Calling Card will be valid for no more than six (6) months from the date it is first used. The cards are subject to applicable local, state, and federal taxes plus any applicable per call surcharge fee. If you authorize us, we will deal with your third -party commissary operator ("Commissary Operator") for the sole purpose of selling Prepaid Calling Cards to you. If that is the case, you will notify us in writing of any change in the identity of the Commissary Operator, which change will be effective on the date that we receive the notice. Notwithstanding anything to the contrary, you will remain primarily liable for the payment for Prepaid Calling Cards sold to Commissary Operator on your behalf. TAXES: The face value of the Prepaid Calling Cards does not include any taxes or other fees. Provider will invoice Customer for each order of Prepaid Calling Cards. Customer agrees to pay invoice within thirty (30) days, including all applicable sales taxes and other regulatory charges. Customer may provide a Sales and Use Tax Resale Certificate to Provider stating that Customer will be responsible for charging the applicable taxes to the end -users and for remitting the collected taxes to the proper taxing jurisdictions. If Provider receives a Sales and Use Tax Resale Certificate from Customer, Provider will not charge applicable sales taxes on Customer invoices for Prepaid Calling Cards purchases. COMPENSATION: The face value of the Cards less a sixty percent (60%) discount plus any applicable sales tax and shipping charges will be due and payable within thirty (30) days after the invoice date. After such thirty (30) day period, then we reserve the right to charge interest on the overdue amount at the lower of (a) fifteen percent (15%) per annum or (b) the maximum rate allowed by law and to deduct the invoice price of the Cards plus any accrued interest from any amounts we owe you until paid in full. If you authorize us in writing we will deduct amounts owed from your earned Commissions. If the amounts owed exceed the Commission for the relevant month or if, for any reason, the Agreement terminates or expires during the relevant month, then we will invoice you for the balance which will be due within thirty (30) days after the date of the invoice. All applicable sales taxes will be charged on the invoiced amount of the Prepaid Calling Card sale, unless customer provides us a valid reseller's certificate before the time of sale. VENDING MACHINE: You agree to grant us the exclusive right to install a Prepaid Calling Card Vending Machine ("Vending Machine") at the Facilities described in the chart above (pg. 5-6), and we reserve the right in our sole discretion to remove the Vending Machine(s) at any time upon 60 day prior notification to you. You agree to purchase and dispense Prepaid Calling Cards exclusively from Provider at a sixty percent (60%) discount. You will furnish the necessary space, janitorial services, security, and utilities to permit the proper installation and operation of the Vending Machine(s). We agree to install, maintain, and service the Vending Machine(s) in accordance with industry standards and all federal, state, and local laws. We will train your staff in the stocking and operation of the Vending Machine(s), and thereafter, you will be solely responsible for keeping the Vending Machine(s) stocked and removing any and all cash from the machine(s). Prepaid Calling Cards are not returnable or refundable; all sales are final. Each Prepaid Calling Card will be valid for no more than six (6) months from the date it is first used. The Cards are subject to applicable local, state, and federal taxes plus any applicable per call surcharge fee. Provider will invoice Customer for each order of Prepaid Calling Cards. You agree to pay the invoice within thirty (30) days, including all applicable sales taxes and other regulatory charges. You may provide us a Sales and Use Tax Resale Certificate stating that you are responsible for charging the applicable taxes to the end -users and for remitting the collected taxes to the proper taxing jurisdictions. If we receive a Sales and Use Tax Resale Certificate from you, we will not charge applicable sales taxes on the invoices for Prepaid Calling Cards purchases. You will retain all income derived from cards sold through the Vending Machine(s), and will be solely responsible for end -user complaints and refunds. You will assume the risk of loss for the cards and will be responsible for failure/loss rate exceeding two percent (2%) of the total order value. Customer agrees to hold Provider harmless against loss of income or profits. WARRANTY. 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. Notwithstanding, we will pass through to you any applicable manufacturer warranties, and agree to repair and maintain the vending machine in good operating condition (ordinary wear and tear excepted), including, without limitation, furnishing all parts and labor. All such maintenance will be Master Services Agreement - 9 of 14 Securus Technologies. Inc. - Proprietary & Confidential - Form 11.10 conducted in accordance with the priority level number 3 listed in the SERVICE LEVEL AGREEMENT above. An authorized representative of Customer must be present and oversee all service and maintenance visits by the Provider. All maintenance will be provided at our sole cost and expense unless necessitated by any misuse of, or destruction, damage, or vandalism to the vending machine by you (not the public), 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 vending machine. For a vending machine service request, you may contact Technical Support 24 hours a day, seven days a week (except in the event of planned or emergency outages) by telephone at 866-558-2323, by email at TechnicalSupport@securustech.net, or by facsimile at 800-368-3168. After receipt notice of a vending machine service request. we will respond within 36 hours. In all instances Technical Support will 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. 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. A member of our customer satisfaction team will confirm resolution. ADDITIONAL OPTIONAL APPLICATIONS At Customer's Option, it may implement any or all of the applications set forth below upon written notice to the Provider. VOICE MESSAGING DESCRIPTION: The Voice Messaging application provides a secure, password protected, 2 -way communication vehicle for inmates and Friends and Family members with which they can leave voice messages. The messaging service can be terminated at will for particular inmates. No additional equipment is provided with this application. COMPENSATION: When we begin charging for this application, a $0.75 transaction fee plus applicable taxes will be charged to the end -user for each message delivered. The Customer will receive $0.25 for each transaction fee collected by Provider. All Messaging payments shall be final and binding upon you unless we receive written objection within sixty (60) days. THREADS" DESCRIPTION: 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. In addition, THREADS' offers an optional "community" feature, which allows member correctional facilities to access and analyze corrections communications data from other corrections facilities within the community and data imported by other community members. Customer's use of THREADS" is governed by and conditioned upon execution of the THREADS" Use Agreement attached hereto as Exhibit B. The obligations set forth therein are in addition to and not in lieu of the terms and conditions in the Agreement. In the event of a conflict between the Agreement and the terms of the THREADS" Use Agreement, however, the THREADS" Use Agreement shall prevail. COMPENSATION: A non-commissionable license fee of $0.25 will be added to the "per call charge" calling rates in compliance with state and federal regulatory requirements for all intrastate, interstate and international calls and will not be billed separately. OPTIONAL COMMUNITY FEATURE: Customer has elected to opt in to the community feature. The community feature allows authorized users access to analyze communications data generated from other corrections facilities within the community, as well as any data imported or added by other authorized community members. Customer acknowledges and understands that data from its facility or facilities will be made available to the community for analysis and review. INMATE DEBIT DESCRIPTION: A Debit account is a prepaid, inmate -owned account used to pay for inmate telephone calls. A Debit account is funded by transfer of inmate's facility trust/commissary account funds to inmate's Debit account. Provider will also allow inmate Friends & Family members to fund an inmate's Debit account via multiple points -of -sale. Funds deposited by Friends & Family members into an inmate's Debit account become property of the inmate. Provider establishes inmate Debit accounts which are associated with the inmate's Personal Identification Number ("PIN"). Provider requires inmate to key in his/her PIN at the Master Services Agreement - 10 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 beginning of every Debit call in order to complete the call and pay for the call using the inmate's Debit account. Customer agrees to have the Debit module of Provider's SCP Call Management System enabled for the Facilities to offer Debit account to inmates. Customer agrees to use Provider's SCP User Interface or utilize integration with Customer's trust account system to process inmate's fund transfer requests. Notwithstanding, Provider will not be responsible for any delays due to (i) Customer's failure to perform any of its obligations for the project; (ii) any of Customer's vendors' failure to perform any of its obligations for the project; or (iii) circumstances outside of Provider's control. INVOICING AND COMPENSATION: Provider shall invoice Customer on a weekly basis for all funding amounts transferred from inmates' facility trust/commissary accounts to Inmate Debit accounts. The invoice will be due and payable upon receipt. Provider shall pay Customer a sixty percent (60%) commission on the gross revenue that Provider earns through the completion of Debit calls placed from Customer's Facilities. Provider reserves the right to deduct call credits from usage. Provider shall remit the commission for a calendar month to Customer on or before the 30th day after the end of the calendar month in which the Debit calls were made (the "Payment Date"). All commission payments shall be final and binding upon Customer unless Provider receives written objection within sixty (60) days after the Payment Date. CALLING RATES Provider will charge rates that are in compliance with state and federal regulatory requirements. International rates, if applicable, will vary by country. Any proposed changes to the rates must be approved by the Customer. Master Services Agreement - 11 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 Exhibit A: Customer Statement of Work Weld County ( CO ) A303172 This Customer Statement of Work is made part hereto and governed by the Master Services Agreement (the "Agreement") executed between Securus Technologies, Inc. ("we" or "Provider"), and Weld County ("you" or "Customer"). The terms and conditions of said Agreement are incorporated herein by reference. This Customer Statement of Work will be coterminous with the Agreement. A. Applications. The parties agree that the Applications listed in the Service Schedule or below will 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 equipment/Applications in connection with the SCP services needed to support the required number and type of phones and other components and storage for 3 years. We will also provide and maintain 3 TDY devices, 3 video relay devices. Additional equipment or applications will be installed only upon mutual agreement by the parties, and may incur additional charges. C. Onsite Field Technician. Provider will, at no cost to Customer, provide a part-time onsite field technician for a minimum of twenty-four (24) per week. EXECUTED as of the Effective Date. CUSTOMER: Weld County By: Name Title Sean P. Conway Chair, Board of Weld County Commissioners PROVIDER: Securus Technologies, Inc. By: Name: Robert Pickens Title: Chief Operating Officer Please return signed contract to: 14651 Dallas Parkway Sixth Floor Dallas, Texas 75254 Attention: Contracts Administrator Phone: (972) 277-0300 Master Services Agreement - 12 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 Exhibit B: THREADST'" USE AGREEMENT This THREADS" Use Agreement is by and between Weld County ("Customer") and Securus Technologies, Inc., ("we," "us," or "Provider") and is part of and governed by the Master Services Agreement (the "Agreement") executed by the parties. The obligations set forth herein are in addition to and not in lieu of the terms and conditions of the Agreement, which are incorporated herein by reference. This THREADS" Use Agreement shall be effective as of the last date signed by either party and shall be coterminous with the Agreement. 1. COMPLIANCE WITH APPLICABLE LAWS. Customer will comply with all privacy, consumer protection, marketing, and data security laws and government guidelines applicable to Customer's access to and use of information obtained in connection with or through the THREADS" application. Customer acknowledges and understands that the Customer is solely responsible for its compliance with such laws and that Provider makes no representation or warranty as to the legality of the use of the THREADS" application or the information obtained in connection therewith. Provider shall have no obligation, responsibility, or liability for Customer's compliance with any and all laws, regulations, policies, rules or other requirements applicable to Customer by virtue of its use of the THREADS" application. 2. SECURITY. Customer acknowledges that the information available through the THREADS" application includes personally identifiable information and that it is Customer's obligation to keep all such accessed information secure. Accordingly, Customer shall (a) restrict access to THREADS" to those law enforcement personnel who have a need to know as part of their official duties; (b), ensure that its employees (I) obtain and/or use information from the THREADS" application only for lawful purposes and (ii) transmit or disclose any such information only as permitted or required by law; (c) keep all user identification numbers confidential and prohibit the sharing of user identification numbers; (d) use commercially reasonable efforts to monitor and prevent against unauthorized access to or use of the THREADS" application and any information derived therefrom (whether in electronic form or hard copy); (e) notify Provider promptly of any such unauthorized access or use that Customer discovers or otherwise becomes aware of; and (f) unless required by law, purge all information obtained through the THREADS" application and stored electronically or on hard copy by Customer within ninety (90) days of initial receipt or upon expiration of retention period required by law. 3. PERFORMANCE. Customer understands and acknowledges that all information used and obtained in connection with the THREADS" application is "AS IS." Customer further understands and acknowledges that THREADS" uses data from third -party sources, which may or may not be thorough and/or accurate, and that Customer shall not rely on Provider for the accuracy or completeness of information obtained through the THREADS" application. Customer understands and acknowledges that Customer may be restricted from accessing certain aspects of the THREADS" application which may be otherwise available. Provider reserves the right to modify, enhance, or discontinue any of the features that are currently part of the THREADS" application. Moreover, if Provider determines in its sole discretion that the THREADS' application and/or Customer's use thereof (1) violates the terms and conditions set forth herein and/or in the Agreement or (2) violates any law or regulation or (3) is reasonably likely to be so determined, Provider may, upon written notice, immediately terminate Customer's access to the THREADS" application and shall have no further liability or responsibility to Customer with respect thereto. 4. WARRANTIES/LIMITATION OF LIABILITY. Provider shall have no liability to Customer (or to any person to whom Customer may have provided data from the THREADS' application) for any loss or injury arising out of or in connection with the THREADS application or Customer's use thereof. If, notwithstanding the foregoing, liability can be imposed on Provider, Customer agrees that Provider's aggregate liability for any and all losses or injuries arising out of any act or omission of Provider in connection with the THREADS" application, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed $100.00. Customer covenants and promises that it will not seek to recover from Provider an amount greater than such sum even if Customer was advised of the possibility of such damages. PROVIDER DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE THREADS" APPLICATION. PROVIDER DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, LEGALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE THREADS" APPLICATION OR INFORMATION OBTAINED IN CONNECTION THEREWITH. IN NO EVENT SHALL PROVIDER 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 THREADS" APPLICATION OR THE UNAVAILABILITY THEREOF. 5. INDEMNIFICATION. Customer hereby agrees to protect, indemnify, defend, and hold harmless Provider from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to Customer's use of the THREADS" application or information obtained in connection therewith. [SIGNATURE PAGE FOLLOWS] Master Services Agreement - 13 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 AGREED TO AND ACCEPTED: CUSTOMER: Weld Coin p By: c — Name: Sean P. Conway Title: Chair Date: DEC 0 5 2012 PROVIDER: Securus Technologies, Inc. By: tee ivft �y Name: Robert Pickens Title: Chief Operating Officer Date: Master Services Agreement - 14 of 14 Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10 SECURUS Uri INOl VINE AMENDMENT This VINE AMENDMENT ('VINE Amendment') is effective as of the last date signed by a party ('VINE Amendment Effective Date') and a� �e�ndgg and su��PPlements that certain Agreement by and between 1�1P id C()Un'I 4 ) Q ('Customer) and Securus Technologies, Inc. (f/k/a Evercom Systems, Inc.)1 ('Provider). WHEREAS, Customer desires and the Provider agrees to implement the Victim Notification Fee Collection and Remittance ('VINE') and so amend the Agreement as stated herein; NOW, THEREFORE, as of the VINE Amendment Effective Date and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. TERM. This VINE Amendment shall commence on the VINE Amendment Effective Date and shall remain in effect through the term of the Agreement. 2. SCHEDULE. The following program shall be added to the Schedule to the Agreement: VINE DESCRIPTION. Under the VINE program and where directed by Customer, the Provider shall charge an additional twenty-five cents ($0.25) ('VINE Fee') for each billable inmate call (which includes collect, pre -paid calling card, and debit calls and excludes free calls and promotional Instant Pay/FCC2 connections) placed on or after the system implementation (i.e., rate change). Provider shall pass through eighty percent (80%) of all VINE Fees, retaining the other twenty -percent (20%) to cover administrative costs. We shall remit the Vine Fee to the County Sheriffs of Colorado VINE Fund on or before the 30th day after the end of the calendar month in which the calls were made. MI VINE Fees are non-commissionable pass -through fees and are excluded front the calculation of commissions under the Agreement. All VINE Fee payments shall be final and binding unless we receive written objection within sixty (60) days after the VINE Fee has been paid. The Customer reserves the right to adjust the VINE Fee as needed to cover costs of purchasing the VINE service. Either party may discontinue the VINE program for convenience upon thirty (30) days written notice. 3. LIMITATION OF LIABILITY & HOLD HARMLESS. Customer hereby releases, waives, discharges, covenants not to sue, and covenants to hold harmless from any and all liability, claims, costs, and expenses whatsoever arising out of or related to any loss, damage, or injury that may be sustained in connection with Providers implementation of VINE and/or the remission of the VINE Fee to the County Sheriffs of Colorado VINE Fund. Providers aggregate liability (whether in contract, tort, or otherwise) in connection with VINE shall not exceed five hundred and no/100 dollars ($500.00). All terms and conditions of the Agreement not modified by this VINE Amendment remain in MY force and effect Ail capitalized terms used but not defined herein shall have the meaning set forth in the Agreement IN WITNESS WHEREOF, the parties have executed this VINE Amendment as of the VINE Amendment Effective Date by their duly authorized representatives. CUSTOMER By: Name: Title: Date: Sean P. Conway Chair, Board of Weld County Commissioners Please return signed amendment to: 14651 Dallas Parkway Sixth Floor Dallas, Texas 75254 Attention: Contracts Administrator Phone: (972) 277-0410 SECURUS TECHNOLOGIES, >INC. By: Jam-„ f ,71:—S?-._ Name: Robert Pickens Title: Chief Operating Officer Date: e i -k, /L Evercom Systems, Inc. has changed its name to Secures Technologies, Inc. Cyr L;2; -u -tMi wan anrtf Offender Supervision Bureau (ministration ce at the Weld Countl rections Center Dear Director Mika, Weld County Sheriffs Office received four (4) proposals to provide Inmate Telephone Services. Proposals were received from SECURUS Technologies, IC Solutions Advanced Technologies, Telewest and Legacy Inmate Communications. Representatives from all four companies attended the mandatory pre -bid conference and submitted their proposals accordingly. Four staff members form the Sheriffs Office evaluated the proposals based on the following (8) criteria outlined in the RFP: Commission Structure, Computer Hard/Software, Support, Technical Service and Support, Qualifications, Price, Proposed Technology and Features and Customer Service. Below is a matrix indicating the company and their score in each category: Evaluation Categories Maximum Pts. Possible SECURUS IC Solutions Telewest Legacy Commission Structure 120 96 108 72 120 Computer Hard/Software 160 160 160 116 136 Support 200 200 185 115 155 Technical Service and Support 200 200 200 175 180 Qualifications 160 160 160 0 160 Price 160 160 144 96 48 Proposed Technology and Features 200 200 160 85 135 Customer Service 200 200 165 105 105 Total 1400 1376 1282 764 1039 Based on the evaluation criteria the Sheriffs Office recommends the contract to provide Inmate Telephone Services be award to SECURUS Technologies. Of the four companies, SECURUS presented the best overall proposal designed to meet the needs of the County and its citizens. SECURUS has done an outstanding job of providing our current Inmate Telephone Services. Respectfully Submitted, /s/ Charles Eggers Sergeant, WCSO Offender Supervision Bureau Support Services Supervisor e2(1,26) Offender Supervision Bureau 2110 O Street Greeley, CO 80631 WELD COUNTY PURCHASING 1150 0 Street Room 107, Greeley CO 80631 E -Mail: mwalters(cr�co.weld.co.us E-mail: reverett(c�co.weld.co.us Phone: (970) 356-4000, Ext 4222 or 4223 Fax: (970) 336-7226 DATE OF BID: OCTOBER 5th, 2012 REQUEST FOR: INMATE PHONE SERVICES DEPARTMENT: NORTH JAIL COMPLEX AND COMMUNITY CORRECTIONS CENTER BID NO: #61200113 PRESENT DATE: OCTOBER 8T", 2012 APPROVAL DATE: OCTOBER 22t "O1-3 teJ-cber ,PY (9cq VENDORS SECURUS TECHNOLOGIES 14651 DALLAS PARKWAY SUITE 600 DALLAS TX 75254 IC SOLUTIONS ADVANCED TECHNOLOGIES 2200 DANBURY STREET SAN ANTONIO TX 78217 TELEWEST PO BOX 312 EDWARDS CO 81632 LEGACY INMATE COMMUNICATIONS 10833 VALLEY VIEW STREET SUITE 150 CYPRESS CA 90630 **The bids are being reviewed by the Sheriff's Office at this time 2012.-2835 / ,;?/,/,? 69 /Go)7d Donna Bechler From: Sent: To: Cc: Subject: Marcia Walters Friday, October 19, 2012 9:27 AM Donna Bechler Rose Everett RE: Inmate Phone Services bid There won't be an approval letter yet. The bid will be moved out to the 24th because they have a work session with the board on the 22nd. I will have the letter on Monday hopefully. Marcia Walters Weld County Purchasing 1150 "O" Street Greeley CO 80631 970-356-4000 x4223 970-336-7226 (fax) S confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Donna Bechler Sent: Friday, October 19, 2012 9:17 AM To: Marcia Walters; Rose Everett Subject: Inmate Phone Services bid Good morning girls, I am proofing the agenda, and I'm not finding an approval memo for the Inmate Phone Services bid that was presented on October 8th. Do you have one you can e-mail me? Thanks, Donna Donna Bechler Deputy Clerk to the Board 1150 O Street P.O. Box 758 Greeley, Colorado 80632 970-336-7215 Ext 4227 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return /c A0 ac/� 1 &9/J'- X1'3` Hello