Prison Phone Justice

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Master Services Agreement
Valley County Jail (ID)

Thfs Master Services Agreement (thus "Agreement") 1s by and between Valley County Jail ('you· or ·customer") and Securus
Technologies. Inc .. ('we." ·us." or "Provider"). This Agreement supersedes any and all other agreements (oral, written, or
otherw se) that may have been made between the parties and shall be effective as of the last date signed by either party (the
"Effective Date").
Whereas the Customer desires that Provider continue to provide Inmate telecommunications and maintenance services
accord"ng 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 continue to provide inmate 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

fol ~ows:

1. Applications. This Agreement specifies the general terms and condit ons under which we will perform certain inmate related services and apphcations (the 'Applicalion(s)") for you. Additonal terms and conditions wth 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 conOicl between lhis Agreement and a Schedule the terms of the Schedule shall govern. In the event of any conflict
between any two Schedules for a parttcular Application. the latest in time shall govern.
2. Use of Apphe<itions. 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 Appl cations. Unless expressly permitted by a Schedu!e 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 or this Agreement and subject to the remaining terms and
conditions of this Agreement, Provider shall be the sole and exclusive provider of existing and any future inmate related
communications, whether fixed. mobile or otherwise, including but not limited to voice, video. and data (e.g., phone calls,
video cans, messaging, prepaid calling cards, debit camng, and e-mail} and inmate software applie<itions (e.g.. automated
grievance tiling system law library, etc) at all existing and future correctional facilities under the authority of Customer in lieu
of any other third party providing such inmate communications, including without limitation, Cl1stomer's employees, agents,
or subcontractors

3. Compensation. Compensation for each Application, if any, and tile applicable payment addresses are as stated in the
Schedules
4. Term. The obligations or the parties shall be effective as of the Effective Date. but the "Initial Term" shall b&gin 120 days
after the Effective Date (to atrow for installation or hardware and/or implementation of network connectivity} and shall end on
the date that is 12 months thereafter. Notwithstanding anything to lhe contrary, the tenns and conditions of this Agreement
shall continue to apply to each Schedule for so long as we continue to provide the Application to you after the expiration or
earlier termination of this Agreement.

5. Service level Agreement and limited Remedv. We are committed to providing you with reliable, high qua'ity
Applications, and we offer certain assurances about the quality or 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 WARRANlY ARISING FROM A
COURSE OF DEALING OR USAGE OF TRADE. ANO NONINFRINGEMENT.
6. Software License. We grant you a personal, non-exclusive, non-transferable license {without lhe right to sublicense) to
access and use certain proprietary computer software products and materials in connection with the Applicallons {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 hcense 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 thi rd-party End User License Agreements
on your behalf. Your rights to use any third-party software product that we provide shall be limited by the terms of the
underlying license that we obtained for such product. The Software is to be used solely for your internal business purposes
in connection with the Applicarons at the Facilities. You will not (i) permit any parent, subsidiary, affiliated entity, or third
party to use the Software, (ii) assign, subllcense, 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. (1v) 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
Master Services Agreement - Page 1 of 10
(Q Securus Technolog·es. Inc. - Propnetaiy & Confidential. Form 11.10

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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 {excepting recorded
communications, for which you retain ownership) shall at all times remain our sole and exclusive property unless prohibited
by law, in which event, we shall have the unlimited right to use such records , data, and information for investigative and law
enforcement purposes. However, during the term of this Agreement and for a reasonable period of time thereafter, we will
provide you with reasonable access to the records. We (or our licensors, if any) have and will retain all right, title, interest,
and ownership in and to (i) the Software and any copies, custom versions, modifications, or updates of the Software. (ii) all
related documentation, and (iii) any trade secrets. know-how, methodologies, and processes related to our Applications, the
System, and our other products and services (the "Materials"). The Materials constitute proprietary infonnation 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/Limiled License Agreement . For services related lo Applications which may allow you to monitor and tecord
inmate or other administrative telephone calls, or transmit or receive inmate electronic messages ("e-mail'), by providing the
Application, we make !lQ. representation or warranty as to the legality of record ng or monitoring inmate or administrative
telephone calls or transmilling 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 wilh the requests of officials al
the Facility, (ii) disclosing information to requesting law enforcement and correctional officials as they may require for
investigative, penological or public safety purposes, {iii) perfonning 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") shall at all times remain confidential to Provider. You agree that you will not disclose such
Conlidenlial 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 Soltware and Applications,
you shall only access the Software with computer systems that have effective firewall and anti-virus proteclion. 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 Agreemenl 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 lhis Agreement lo your attorney or tax advisor, if any, but only after informing those persons that they must keep
confidential the inforinalion 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 lhe fullest extent allowed by applicable law, each party by itself and/or its employees, agents, or contraclors
agrees to be responsible for any loss, cosl, 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 lederal. state, and local laws and regulations. and
each party bears the burden of its own compliance. Provider agrees to install and implement the Inmate Telephone System
according to the law governing Provider, the instruction it receives from Customer as to Customer's requirements under the
law, and according to Customer's facility's demographics. Customer agrees to indemnify Provider against any and all
Claims arising out of or related to instruction Provider receives from 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 aclion arising out of or related to the use of the Applications or System without our prior writlen consent.
and you are required to assist us with our defense or any such claim, demand, or cause of action.
12. Default and Termination. If either party defaults in the performance of any obligation under this Agreement, then the
non -defaulting party shall give the defaulting party written notice of its default selling forth with specificity the nature of the
defaull. If the defaulting party fails to cure its default within thirty (30) days after receipt of the notice of default, then the non·
defaulting party shall have the right to terminate this Agreement upon thirty (30) days writlen 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 shall be extended to ninety (90) days if the default is not reasonably susceptible lo 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 shall have the right to terminate this Agreement
immediately.
Master Services Agreement· Page 2 of to
© Securus Technologies, Inc. - Proprietary & Confidential · Fom111 .10

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 Circumslance. 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, wilhout limitation, changes in
rates, regulations. or operations mandated by law: material reduction in inmate population or capacity: material changes in
jail policy or economic conditions; acts of God; actions you take for security reasons (such as lock-downs)) negatively impact
our business: however, we shall not unreasonably exercise such right. Further, Customer acknowledges that Provider's
provision of the services is subject to certain federal, state or local regulatory requirements and restriclions which are subject
to change from time-to-time and nothing contained herein to the contrary shall restrict Provider from taking any steps
necessary to perform in compliance therewith.

15. Injunctive Relief. Both parties agree that a breach of any of the obligations set forth in the sections enlilled "Software
License," ·ownership and Use." and ·confidentiality' would irreparably damage and create undue hardships ror the other
party. Therefore, the non-breaching party shall be entitled to immediate court ordered injunctive relier to stop any apparent
breach of such sections, such remedy being in addilion to any other remedies available to such non-breaching party.

16. Force Majeure. 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 markel, failure of a third party's performance,
failure. nuctuation or non - ava~ability of electrical power. heat, light, air conditioning or telecommunications equipment, other
equipment failure or similar event beyond its reasonable control; provided, however that the affected party shall use
reasonable efforts to remove such causes of non-performance.

17. Notices. Any notice or demand made by e ither party under the terms of this Agreement or under any statute shall be in
writing and shall be given by personal delivery: registered or certified U.S. mail, postage prepaid; o r commercia l courier
delivery service, lo the address below the party's signature below, or to such other address as a party may designate by
written notice in compliance wilh this section. Notices shall be deemed delivered as follows: personal delivery - upon
receipl; 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 or a
lhird-party beneficiary, and this Agreement shall not be construed so as to create such status. The rights. duties, and
obligations contained herein shall operate only between the parties and shall inure solely to their benefit. The provisions of
this Agreement are intended to assist only lhe parties in determining and performing lheir obligations hereunder, and the
parties intend and expressly agree that Chey alone shall 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 lo perform any term or condition of this Agreement, or to
bring an action for the breach of this Agreement.

19. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the state in which
lhe served facilities are situated. No waiver by either party of any event of default under this Agreement shall operate as a
waiver of any subsequent default under the terms of this Agreement. If any provision of lhis Agreement is held to be invalid
or unenforceable, the validity or enforceability of the other provisions shall remain unaffecled. This Agreement shall be
binding upon and inure to the benefit of Provider and Customer and their respective successors and permitted assigns
Except tor assignments to our affiliales 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 lie or she has the unrestricted right and requ isile authorily 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 shall 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 shall be
deemed or construed by the parties or any other entity to create an agency, partnership, or joint venture between Customer
and Provider. This Agreement cannot be modified orally and can only be modified by a written instrument signed by all
parties. The parties' rights and obligations, which by their nature would extend beyond the termination, cancellation. or
expiration of lhis Agreement, shall survive such termination, cancellation, or expiralion (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 shall be fully effective as an original, and all of which together
shall constitute one and the same instrument Each party agrees that delivery of an executed copy or this Agreement by
facsimile transmission or by PDF e-mail attachment shall 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. togethe r 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 subjecl matter set forth herein.

Master Services Agreemenl ·Page 3 of 10

© Securus Technologies, Inc. • Proprielary & Conlidenlial • Form 1UO

EXECUTED as of the Effective Date
CUSTOMER.

PROVIDER

Valley County Jail

Securus Technologies, Inc.

By:

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Name:~~//
Tille:
Date:

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By:
Name:

Robert Pickens

Title:

President

Date:

1 - ( 'J ~ ( .s"'

Customer's Notice Address.

Provider's Notice Address:

107 W. Spring St

14651 Dallas Parkway, Suite 600
Dallas. Texas 75254
Attention: General Counsel

Cascade, ID 83611

Phone· (972) 277 ·0300

Provider's Payment Address:
14651 Dallas Parkway, Suite 600
Dallas, Texas 75254
Attention: Accounts Receivable

Please retu rn signed contract to:
14651 Dallas Parkway
Sixth Floor
Dallas, Toxas 75254
Attention: Contracts Administrator

Phone: (972) 277-0300

Master Services Agreement. Page 4 of 10

© Securus Technologies, Inc. ·Proprietary & Confidential. Form 11 10

SECURUS"

Schedule
Valley County Jail (ID)

Th is Schedule is between Securus Technologies, Inc. ('we· or "Provider"), and Val ley County Jail ("you· or "Customer") and
is part of and governed by the Master Services Agreement (the "Agreemenr) exe cuted by the parties. The terms and
conditions of the Agreement are incorporated herein by reference. This Schedule shall be coterminous with the Agreement
("Schedule Effective Date").
A . Applications . We will provide the following Applications:
CALL MANAGEMENT SYSTEM
DESCRIPTION:
Secure Cati Platform: Sec ure Call Platform ("SCP' ) provides through its centralized system automatic placement of calls by
inmates without the need for conventional hve operator services. In addition, SCP has the ability to do the following: (a)
monitor and record inmate calls; b) prevent monitoring and recording of private call s (i.e., attorney client privileged calls,
clergy cal ls, or other calls as approved and implemented by you) (private number settings allow you to mark privileged
numbers to not be monitored or recorded, and you are solely responsible for receiving, approving and inputling requests for
private treatment); (c) automatically limit the duration of each call to a certain period designated by us; (d) maintain call detail
records in accord ance with our standard practices; (e) automatically shut the System on or off, and (f) allow free calls to the
extent required by applicab!e 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 Gross Revenues we earn through the completion of
collect calls, except for interstate calls. placed from the Facilities as specified in the chart below. Gross Revenues s hall
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 loca 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. W e shall remit the Commission for a calendar month to you on or
before the 30th day after the end of the calendar month in which the calls were made (the "Payment Date") All Commission
payments sh a I be final and binding upon you unless we receive written obiect on within sixty (60) days after the Payment
Date. Your payment add ress is as set forth in the chart below. You shall not fy us in writing at least sixty (60) days before a
Payment Date of a ny change in your payment address.
FACILITIES AND RELATED SPECIFICATIONS:
Facility Name and Address

Type of Call
Management
Service

Commission
Percentage

Revenue Base
for Calculation
of Commission

Commission Payment Address

SCP'

30%'

gross

same

Valley County Jail

107 W. Spring St.
Cascade, ID 83611

'The designated Commission percentage is contingent upon Customer's implementation of an 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. Notwithstanding anything to the contrary contained in
the Agreement, in accordance with Federal Communications Commission 47 CFR Part 64 (WC Docket No. 12-375; FCC 131131- Rates for Interstate Calling Services, effective February 11, 2014, no commission (whether for collect calls or o ther
services we provide, including Inmate Debit, etc.) shall be paid on revenues earned through the completion of interstate calls
or any type placed from the Facility(s). Comm issions are paid in one-month arrears and are not subject to retroactive
payments or adjustments for notice delays. Changes will take effect on the first day or the month following receipt of written
notice by lhe Customer. NoUce must be signed by a person who has binding authority for the Customer and a copy
delivered to:
SECURUS TECHNOLOGIES, INC.
PRESIDENT
14651 DALLAS PARKWAY, SIXTH FLOOR
DALLAS, TEXAS 75254
Master SeNices Agreemenl · Page 5 ot 10
© Securus Technologies, Inc. • Proprielary & Conlidenlial - Form 11 .10

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
lnterrace ('S-Gate User 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 fme to time c·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 rcenses to its end users; (ii) it will use the SCP User Interface for lawful purposes and shall 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 here n
WORKSTATION REQUIREMENTS
Processor

2 g igahertz (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 reauire addthonal 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 poin ting 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 Playe r, Antivirus, WinZip or other
zio utihtv

·xp Media center edition not supportod
SERVICE LEVEL AGREEMENT
We agfee to repair and maintain the System in good operating condition (ordinary wear and tear excepted). ind uding,
without l'mitation, furnishing all parts and labor. AU such maintenance shall be conducted in accordance with the service
levels in Items 1 through 10 be ~ow. All such maintenance shall be provided at our sole cost and expense unless
necessitated by any misuse of, or destruction. damage, or vandalism to any premises equipme nt by you (not inmates at the
Facirities) 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 smd 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 shall have no obligation to repair or maintain such other devices or software.
This SERVICE LEVEL AGREEMENT does not apply to any provided Openworkstation(s) (see below) For the services
contemplated hereunder, we may provide, based upon the facilities requirements, two types of work stations (personal
computer/desktop/laptop/terminal): The · openworkstation· is an open non.secured workstation which permits administrative
user rights for faci'ity personnel and allows the facilities an ability to add additional third-party software. Ownership of the
Openworkstation is transferred to the facility along with a three .year product support plan with the hardware provider. We
have no obligation to provide any techn ical and field support services for an Oponworkstation. CUSTOMER IS SOLELY
RESPONSIBLE FOR THE MAINTENANCE OF ANY OPEN\l\IORKSTATION(S)."
1. Outage Reoort Technical Support. If either of the following occurs: (a) you experience a System outage or ma1funct1on
or (b) the System requ·res 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
TechnlcalSupport@securustech.net, or by facsimile at 800-368-3168 We will provide you commercially reasonabl e notice.
when practical. before any Technical Support outage.

2 Prionty Classifications. Upon receipt or your report or a System Event, Technical Support w ~I classify the System Event
as one or the following three priority levels:
·priority 1•
·priority 2·

30% or more of the functionality of the System is adversely affected by the System Event.

' 5% - 29% of t~e functionality of the System is adversely affected by the System Event.
Master Services Agreement· Page 6 of 10
© Securus Technologies, Inc. - Ptoprietary & Confidenlial. Fotm 11.10

"Priority 3'

5% or less of the functionality of the System is adversely affected by the System Event.
Single and mulliple 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 evenl 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 lime 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 lollowmg escalation list ii our response time exceeds 36 hours: first to the Technical
Support Manager or Regional Service Manager, as applic able, 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 resollllion.

8.

Monitoring We will monitor our back office and validation systems 24 hours a day, seven days a week.

9. Reguired 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 lo provide the IGR.

10. End-User Billing Services and Customer Care. Our Securus Correctional Billing Services department will ma·ntain
dedicated customer service representatives to handle end-user issues such as call blocking or unblocking and setting up
end-user payment accounts. The customer service representatives will be available 24 hours a day, 7 days a week by
telephone
at 800-844·6591 . via chat by visiting our website
!JWl'I ;;cc\ir\1stcclU!§!,
by ema I a t
CustomerService@securustech.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 mosl routine activities. We will also accept payments from end-use rs by credit card,
check, and cash deposit (such as by money order, MoneyGram or Western Union transfer).

INSTANT PAY'M PROGRAM
DESCRIPTION
The Instant Payrn 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 Now"•'. Pay Now'"' is an instant paid payment product available lo faciltlies 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 Now"\ the called party may immediately pay using a credit or debit card for one
single call or may elect to setup and I or fund a prepaid AdvanceConnect account Provider will compensate Customer at a
rate of one and 60/100 dollars ($1 .60) for each call accepted and paid for using Pay Now"·'. Pay Now"·' is not subject to any
other compensation
Text2Connect1"'. Text2Connectm 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 AdvanceConnectn• account. If (a) an inmate attempts a call to
a mobile phone, (b) the racility 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
Master SeNices Agreement- Page 7 ol 10

© Securus Technologies, Inc. - Proprietary & Confidential - Form 11.10

and confirm the charges for a premium SMS text message and continue the call. Charges for the message are b lled 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 AdvanceConnectrr·• account. Text2Conneciru is available through our
third-party processor who maintains relationships with select mobile phone companies around the country and manages the
connection
Text2Connect"·' promotional calls are not commissionable, and Provider will pay Customer a bonus payment of thirty cents
(SO 30) for each transaction fee billed and collected by the wireless carrier completed through the Text2Connect'"' platform.
Bonus payments for each applicable connection will be added lo your existing monthly commission statement.
Text2Connectw is not subject to any other compensation
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 facihty trusVcommissary account funds to inmate's Debit account Provider w111 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
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 or Provider's SCP Call Management System enabled for the Facili ties 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 (1) Customer's failure to perform any of its obligations for the project, (ii) any of Customer's vendors' failure to perform
any of 1ls 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 the
commission percentage that Provider earns through the completion of Debit calls placed rrom Customer's Facilil1es a s
specified in the chart below. Provider reserves the righl lo deduct call credits from usage. Provider shall remit the
commission for a calendar month to Cuslomer 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 wrilten objection within sixty (60) days after the Payment Date.

FACILITIES AND RHAJED SPEC!flCATIONS·
Facility Name and Address

Debit
Commission
Percentage

Valley Counly Jail
30•1~·

107 W Spring St
Cascade, ID 83611

"Notwithstanding anythjng to the contrary contained In the Agreement, in accordance with Federal Commu mcat1ons
Commiss'on 47 CFR Part 64 {WC Docket No. 12-375; FCC 13· 113)
Rates for Interstate Calling Services - effective
February 11 , 2014. no commission shall be paid on revenues earned through the completion of interstate calls of any type
placed from the Facility(s)

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
Facilities specified in the chart below. Prepaid Calling Cards are not returnable or refundable; all sales are final. Each
Prepa[d Calling Cards will be valid for no more than six (6) months from the date it is first used. The cards are subiect to
applicable local, slate, and federal laxes 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
It that is the case, you shall notify us in writing of any change In the identity of the Commissary Operator, which change sh all
be effective on the date that we receive the notice. Notwithstandmg anythfng to the contrary, you will remain primarily liable
for the payment for Prepaid Calling Cards sold to Commissary Operator on your behalf
Master Services Agreement· Page 8 ol 10

© Securus Technologies, Inc • Prop11etary & ConrKfeotial - Form 11 .10

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 the invoice within thirty (30) days, including all applicab:e sales taxes
and other regulatory charges. Customer may provide a Sales and Use Tax Resale Certificate lo Provider stating that Customer
will be responsible for charging the applicable taxes to the end-users and for remittmg the colle cted laxes to the proper taxing
jurisd ctions 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.
COMPENSATIQN:
The face value of the Cards less the applicable percentage specified in the chart below plus any applicable sales tax and
shipping charges shall 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 shall be due within thirty (30)
days after the date of the invoice. Al l applicable sales taxes will be charged on the invoiced amount of the Prepaid Calling
Card sa•e, unless Customer provides us a valid reseller's certificate before the r me of sale
FACILITIES AND RELATED SPECIFICATIONS·
Facility Name and Address

Discount Percentage

Valley County Jail

107 W. Spring St.

30%'

Cascade, ID 83611
• less the applicable percentage reduction atlributable to interstate calling revenue

Master Services Agreement - Page 9 of 10
© Sccurus Technologies, Inc. • Proprtelary & Contidcnlial - Form 11 .10

Exhibit A: Customer Statement of Work
Valley County Jail (ID)
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 Valley County Jail ('you· or ·customer"). The terms
and conditions of said Agreement are incorporated herein by reference . This Customer Statement of Work shalt be
coterminous with the Agreement

I\. Applications. The parties agree that the Applications listed in the Service Schedule or below shall be provided and in
accordance with the Service Level Agreements as described in the applicable section of the Service Schedule to the
Agreement.

B. Equipment. We will provide the equipmenVAppl1cations in connection with the services needed to support the required
number and type or phones and other components. and storage for 30 days /purge. Additional equipment or applications will
be installed only upon mutual agreement by the parties, and may incur additional charges

EXECUTED as of lhe Schedule Effective Date.

CUSTOMER

PROVIDER:

Valley County Jail

Securus Technologies, Inc.

By:

~/£/tj'

Name:
Title:

c;.ot!~tJI/ /... Ctf.lRC/c>HAt4c
C. {/dl~flr If/!

By:

L,Jf £...&-- -

Name.

Robert Pickens

Title:

President

Please return signed contract to:

14651 Dallas Parkway
Sixth Floor
Dallas, Texas 75254

Attention: Contracts Administrator
Phone: (972) 277·0300

~Sccurus

Master Services Agreement · Page 10 of 10
Technologies. Inc. · Proprietary & Confidential - Form 11 .10

Swanson Services Corporation®
Cobra TeleLINK™ Service Agreement
The Valley County Sheirff's Office (Client) at 107 W Spring Street, Cascade, ID 83611 desires
Swanson Services Corporation® to provide our Cobra TeleLINK service. This service is a add
on to the existing commissary contract and services outlined in the contract from Swanson.

A. Swanson will provide to the client our Cobra TeleLINK™ service.
B Ownership and all rights to the Cobra Banker'!. Software shall remain at all times with Swanson
and the Client shall protect such rights against any attempts to copy or tamper with such
software without the express written consent of Swanson.
C. Swanson is only responsible for the export and import of resident phone transfer
information from our Cobra Banker software to the client designated phone vendor which
will be responsible for all resident phone related activities.
D. All communication regarding phone charges, rates, billings, etc should take place
between client and their designated inmate phone vendor. The inmate phone vendor is
responsible for the payment of any sales, fees, or other taxes levied.

E. Client requires an interactive "real time" transfer of information between Cobra Software
Group and the Inmate Phone provider via XMUSoap.

F. Upon Inmate release and query by Cobra Banker, unused phone dollars will be
transferred back to Cobra Banker to allow for automated refunds of unused phone
dollars to be applied to receivables owed to facility and to ensure the inmate received all
funds at the time of release .

Cf/y/ty
Date
Patti Bolen Sheriff
Print Name & Title

Eugene Shleyzer, Internal Auditor-Swanson Services Corporation

(NSF09)

Date

Revised

10.02.2013

..._.._

..

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r,.,,."'

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t.

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•rt . •

Swanson Services Corporation®
Cobra Phone-it-in TM Service Agreement
The Valley County Sheirff's Office (Client) at 107 W Spring Street, Cascade, ID 83611 desires
Swanson Services Corporation® to provide our Cobra Phone-it-in service. This service is a add on
to the existing commissary contract and services outlined in the contract from Swanson.
A. Swanson will provide to the client our Cobra Phone-it-in rM service module at no charge to the
client/facility. Client/facility's phone provider may charge an access fee to client/facility's
resident population to access this Cobra Phone-it-in service module. Any access fee is the
direct responsibility of the client/facility in conjunction with their selected phone provider.
B Ownership and all rights to the Cobra Bankerrt Software shall remain at all times with Swanson and
the Client shall protect such rights against any attempts to copy or tamper with such software
without the express written consent of Swanson.
C. Swanson is only responsible for any information input to Cobra Banker after the inmate
phone provider hands off the phone call to Swanson.

Cf

/y/Ff
Date

Patti Bolen Sheriff
Print Name & Title

Eugene Shleyzer, Internal Auditor-Swanson Services Corporation

(NSF07)

Date

Revised

10.02.2013

SWANSON SERVICES CORPORATION

COMMISSARY SERVICE CONTRACT
THIS AGREEMENT, made Chis _29_ day of _April_, 2009 by and betweM VALLEY COUNTY 8HERRJP8 OFFICE/JAIL located at 107 W
Spring Street, Cascade, 10, 83611 ., hereinafter rer9f1'8d to as "Client and SWansoo Serv1c:lel Cori>0ratlon with prfnclpal oftloee located at
1133 Peonaytvania St, Denver Co 80203. hereinafter raferred to aa ·swanaon•.
WtTNESSTO:
Whereaa, Client desires to avail Itself of SWanaon'a services, end SWanaon dealle• to provide such services to Client, In
consideration of mutual covenants and agreements hereto set forth; the parties Intending to be legaUy bound, hereby agree to aa follows:
SECTION ONE: CLIENTS GBANT IO SWANSQN

Client grants to SWanson, 11 an independent contractor. the exclustve right to sell commluery product• and any other items which
ate charged to the mldents account balance; lnc:ludlng but not Umlted to debit phone cards. to the residents of V•He'/ County Jall
locetlld at 107 W Spting Street. C.ecade, ID, 83811, such location referenc;ed herein as •pren-llaea·. Charges, by the Client, to a resident's

account for services the CHent provides to such resident, are axcluded from this provision.
SECTION TWO: $WANSON'S RESPQNS!BILWES

A. Purauant to the provisions of this agreement, 5wanson will purthase end maintain at high standards of quaity, a mutually agreed
upon number and type of Inventory Items, at mutually agreed locatlon1 for the •alee of food procklcts, non-alcohotJc beverages, tobacco
producta and Olher such articles; and wtU keep such lnventOJY adequately eemced and supplied, with the appropriate merchandise In good
quality. SWanaon warrant& that lnftial pnce fiat is subject to ordlnmy price adjustment that. from lime to time, Is nec:easary due to m8'ket
fadon beyond the control of Swanson during the tenn of this agreement.
B. Swanson agree1 to comply with all applicable Federal, State and Local laws and regulation• pertaining to wages and hours of
employment.

C. All records will bo kept on file by SWanson for a period of three (3) years, from the date whtc:h record la made. Upon reasonable
notioe, SWanaon will give Client, or Client's authorized repn!lsentative, the prlvUoge of Inspecting, eiramlnlng and auditing, durtng normal
buslne11 hours and wtth reasonable advana1 notice, IUCh of Swaneon'a rec:onSa dlredly relevant to clients purchases. The cost of such
inapection, examination or audit shall be the aola expense of Client. Such Inspections shall take place at the Swanson location where aald
reoords are normally maintained.

D. Shipment of orders will be FOB: Dock.
E. Only provisiofl9 contained In Sw.naon'a contt8Ct addendum, agreed lo In writing, and attached aa an exhibit to thia agreement,
ara made a part of this agreement. Sptclftc;t to bt ll!tld In adcltndum.

F. SWanaon agrees to prO'Jide phone support for Swanson's software on a 2~ hour, 7 deya per weell beats.
G. SWanaon agrees to provide OnSite hardware support and maintenance on Swanson owned hardware. After inatallatlon of
>wanson Software on Clienfs Hardware, Client agree• to compenMte SWanson for direct. actual expenses related to providing support and
nalntenance on Ctlent'a HardWare.

;eCTION THREE: CLIENTS RESPONSIB!Llll&S

· A. It lhall be the tole reaponalblllty of Client to insure that Clienfa employees follOw and adhere to the accounting gyatem pt0vided
y Swanson, and operating procedures pretented during Initial training pravlded by Swanson. Thie Include•. but is not limited to, balancing
ash drawers, dally trust fund balandng, weekly trust fund balancing and monthly chedt book and bantt reoondnatlon.
B. It shaH be the tote responalbillty of the Client, to lraln replacement or relief personnel In prooesllng comml&1ery, and/or In
1alntalnlng the aocounttng ayatem, provided by Sw.naon. Under no circumstance will Swan.on be re1poMible for the Integrity of the
::counts or account b81anon maintained by Client. Shoutct Client request addltJonal training and support of Swanson, such training and
JppOrt will be provided at a fee, muw.Jfy agreed to In wrltlng, by the pertlea.
C. Client or Client's ataff will adhere to mutually agreed to time frame for commlnary order and delivery procedures, where delivery
realdents la provided by Swanson staff.

0. Client atian promptly, and In a timely manner. notify Swanson of any changes in Client's Hardware, Software or Operating
ooedurea; that In any way affect Swanson'• hardware, aoftwere or SWenson'a performance under thlt agreement.
E. If CUent delivers ordera to the inmate. Client wiQ accurately account for and deliver commiaeary orders shipped by swanson,
tlfylng Swanson immeclately of any discrepancy.

F. With any Interface. Clfent will Insure that Clienfa Hardware or Software in no way results in the disruption of Swanson's Hardware
or Software operating ayatema, files or file structure.
SECTION FOUR: FINANCIAL ARRANGEMENTS
A. Client agrees to reimburse Swanson each week for all purchaae8 from Swanson.

B. Swaneon Is responsible for the payment of any aales fees, or other taxes, tevied against the aalea or performance under this
contract.

C. Swanson agrees to remit any payments due Client within fifteen (15) daya following the end of SWanson'a fiscal accounting
period.

0 . Nothing in this agreement ahaU allow either party to wfthhold or refuse payment of any money due for service provided, in full
compliance wfth the terma of thla agreement.
SECTION FIVE: IN[)EMNIF!CATION AND INSURANCE
A. The pat1lea shaU Indemnify each other against any Ion, damage, injury or death, caU18d by the negligent acts or omlsalons by
their agents or employee•: for losaet, damages, lnjurie1 or death caused by their negligence and arising out of the consumption or use of the
products aold or aervlcea provided. However nothing contained herein shall require the parties to defend or Indemnify each other for tosses,
damages, injuries or death arising out or the negligence of their respective agents or employees.
8 . The party's obligation to hold each other harmless, pursuant to the Agreement. shall be dependent upon prompUy notifying each
other In writing of &rrf such claims or !awtU!tl against eithel' Swenson or Client; In no event, later than thirty (30) daya after the date of first
rec:elving notice of such claim or lawsuit. Fdure of either party receivtng such notltlcation, to notify the other party of any such claim or lawsult
within aaid thirty {30) day period. &hall tehve that party of any and all reaponaJbHlty and llablfity under the Agreement to Indemnify and hold

hannleaa.
SECTION SIX: EMPLOYEES
A. Parties to this Agreement recognize that employees of Client are not employees of Swanson and employees of Swanson are not
emplOyeea of Client.

B. Ourin9 the term of this Agreement, and for a period of two (2) y. .ra from the tenninatlon of this agreement. including any renewal
or extenaton of this agreement, the partlel agree not to hire, and not to offer to hire, any employee or former employee of the other party,
without the eJCpreSs written consent of that party.
SECTION SEVEN: COMMENCEMENT
Thia Agreement shall become effective es of the commencement date of senrk:e, and shall remain In effect for Five LU years,
unlasa sooner terminated as herein provided. The commencement date of this contract lhall be May 1. 2009. It 1hall thereafter renew Itself
automatically for lirmlar terms until notice of temUl1atiOn, In writing, Is given by either party by regiltarad mall at least ninety (90) days prior to
the expiration of this Agreement, or any renewal tenn thereof.
SECTION EIGHT: TERMINATION:

A. The following may not be a cause for terminaHon of thlt agreement:
1. Any reaponalbllity of Client referred to tn Sec:tJon 'Three: Responslbllltlea, of this agreement
2. Failure of any third party dellvert service to deliver a swanaon ahipment In a timely and aattafactory manner.
8 . Thl1 Agreement may only be tem'linated under the followtng circumstances:

1. Upon mutual agreement of both Client and Swanson, upon 30 days wtttten notice.
2. For Cause. In the following manner.
a. If either party shall refute, fan, or be unable to perfonn any of the terms of this agreement for any reason, other
han excused performance stated in other sections of this .greement. The party claiming auc:h failure ehall give the other party written notice
>f •ucn breech listing the event end neceuary documentation aupportlng SUCh breech.

b. Within 30 daya, both parties shall meet and discuss the claimed breach, and set forth a mutuaUy agreed upon
reeolutlon to such breach, •nd the tlm.tme for conectlng auc::h breech In e manner aatiafactory to both parties. Such resolution and time-line
must be In v.tfting, agreed to ana stgned by both parties.
c. If, a mutually agreeabte reaolutlon is not eehleved, or If at the end of such time tine, the agreed upon resolution
and tlme-Une are not being met; the Injured perty may cancel thla agreement etrectiVe ten days (10) after the end of said agreed time line, or
failure to mutually agree to a retOtution.

c. Mitigated Oamagea:
1. Client agrees that SWanson must eicpend considerable Ilene and resources In the Implementation, training and execution
of this agreement and that canceffaUon, for any reason, prior to completing the full tenn of this agreement, wfll result In Swanson suffering
subatantia1 !ones.

2. In the event of any canceUation or defacto cancellation, (whereby Swanson Is hindered in any way, or not allowed to
pedorm and be paid for setVk:es to the fullest extent and Intent of the agreement). Client agrees that Swanson shall be entitled to mitigated
damages. Such mitigated damages are established as being equal to five (5) percent of the sales remaining to be realized under this
agreement.
Unrealized setea 8ha8 be detennlned by celculattng the highest weekly sales average experienced in the preceding twelve months. Such
annual aalea average shall be udllzed In datennlnlng the total Mies for the remaining years of portiOM of yeera of the 1erm of Utla agreement
or extentlona ther90f.
In an agreement that h8$ opUonat or renewal or extension terms, any and ell such term• shall be deemed to be part of the total term, In
celculatlng the remaining tenn of !Na agreement. Such mitigated damages ehall be peld to Swanson within five bueineaa days following date
of tennlnatlon.

3. Should Client fall to compensate swanaon for Its S&les and/or any mitigated damages outlined herein, Swanson shall be
entitled to one and one-half (1.5%) pel"C9lll lntereat, per month on any outatandtng balance owed SWanaon. Further, Client shall be
responalble for an coats Swanson may Incur In collection of auch balance including, but not lfmlted to, reatonable collectlon and/or attorney's

feea.

SECTION NINE: !NOEPENOENT CONTRACTOR BELATIONSHle
It la mutually understood end agreed, and It la the Intent of the parties, that aubjed to applicable terme and conditions set forth in th•
direct salea to dlent ftnanciat arrangement. if such it used; an independent contractor relationthlp be and Is hereby establlahed under the
tenns and conditiona of thi. Agreement. that employees of SWanson are not nor shall be deemed to be employee• of CUent; and that
employee• of Client are not nor shall they be deemed to be employees of Swanson.
SECTION TEN: SWANSON'S filLE TO THE SOFJWABE ANQ HABPWARE

A. All software lnetalled by Swanson pursuant to the Agreement Is proprietary, copynghted and a patent application on file wfth
regard to, not only the software, but also the operating technolOgy lnvotved In Swanson's servloea. This aoftwere and technology, shall at all
times, remain the property of Swanaon, with title and aU rights vested in Swanson. CBent ahan have no property Interest In said software and
technology end shall al •• times protect such software and tec:hnology from copying, removal, tampering \\'Ith, or dlsdolute to other person.
or companle•. withou1 the expren, written con.ent of Swanson.
B. All hardwate Installed by Swanson ahaH ntmaln the property of Swinson, unless purchased by Client.

c. Alt Maintenance, repair, or replacement of hardware shall be the responslblllty of: Swanson.
SECTION ELEVEN: EXCUSED PERFORMANCE
In case performance of any tenns or provisions hereof (other than the payment of monies) shall be delayed or prevented because of
:ompliance with 8t1f law, decree, or order of any governmental agency or authority, either local, State, or F6denll, or becaute of riots, war,
iubllc disturbances, atrikea, lockouts, differences with woriunen, fires, floods, actl of God, or any other reason whatsoever which Is not wfthin
he control of the party whose performance la interfered with and which, by the exercise of rea1onable dWgence aaid party la unable to
irevent, the party eo suffes'fng may at its optiOn suspend, without liability, the perfonnanoe ofita obUgations hereunder (other than the
ieyment of monies) during the period of such suspension of performance of duties hereunder.
:ECTtON 1WELVE: A§S!GNMEN!
Neither Swanson nor Client may assign or transfer this Agreement, or any part thereof, without the express written consent of the
ther party.

SECTION THIRTEEN: ENTIRE AGBEEMENI: WAIY§B
Thia Agreement constitutes the entire Agreement between the partlea with respect to the provltion of Commlaaary 5ervioes; end
there - . no other or further written, or oral, underetandlnge or agreementt with reaped thereto. No venation or modiflcetlon of thie
Agreement, and no waiver of Jts proYialons, shell be valid unless In writing and afgned by the duly authorized officera of Swanson and Client.
Thia Ag'""'9nt sup1Bedea an other agreements betw8en the parties for the provision of Setvloes outilned herein.
SECTION FOURTEEN: NQTl<(ES
All noUces to Client shall be addreued to:

All notices to Swanson ahaH be addreaaed to:

P•ttJe Bolen, Sheriff. VaUey Co, ID

SWanson 5efVlces Corporation

107 W Spring Street

1133 Pennsylvania St

Ceacade, to 83611

Denver. Co 80203

SECTION FIFTEEN: GOVERNING LAW

Thls Agreement shall be governed by the l8wl of the State of Idaho.
IN WITNESS WHEREOF, the parties hereto affirm that they have the authority to execu18 this agreement on behalf of their respective entitles
for the entire term and have hereunto aet tMlr handa and aeala of the day and year firat above written.
SWrv-.c~

By: ...-------;~....,~~+----st,__

TITLE: -~....,_--._,_~-_.p.c.:..._._~. ..J'
ClayKJlng