Prison Phone Justice

SECURUS
Technologies
connecting what matters·

Master Services Agreement
Tooele County Jail (UT)
This Master Services Agreement (this "Agreement") is by and between the Tooele County Jail ("you" or "Customer") and
Securus Technologies, Inc., ("we," "us," or "Provider"). This Agreement supersedes any and all other agreements (oral, writte n,
or otherwise) that may have been made between the parties and will be effective as of the last date signed by either party
(the "Effective Date").
Whereas, the Customer desires and Provider agrees that Provider w ill install an inmate telecommunication system and will
provide telecommun ications and maintenance services according to the terms and conditions set forth herein and in the
attached Schedule(s) and Statement of Work, which are incorporated by reference;
Now therefore, in consideration of the mutual promises and covenants contained herein, the parti es agree as follows:
1. Apolications. This Agreement specifies the general terms and conditions under which we will provide certa in inmaterelated services and applications (the "Application(s)") to 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 wi ll 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 facility or facilities identified in the Schedule (the "Facility" or "Facilities"). You
are responsible for the manner in which you and your respective users use the App lications. Unless expressly permitted by a
Schedule or separat e written agreement with us, you wi ll 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 t erm of this
Agreement and subject to the remaining terms and conditions of this Agreement. Provider wi ll be the sole and exclusive
provider of existing and any futu re inma te-related commu nications, whether fixed, mobile or otherwi se, including but not
limited to voice, video, and data (e.g., phone calls, video ca lls, messaging, prepaid calling cards, debit calling, and e-mail) and
inmate software applications (e.g., automated grievance filing system, law library, etc.) at all existing and future correctional
faci lities under the authority of Customer and in lieu of any other third party providing such inmate communications,
including without limitation, Customer's employees, agents, or subcontractors.
3. Compensation. Cof')lpensation for each Application, if any, and the applicable payment addresses are as stated in the
Schedules.
4. Term. The init ial term of this Ag reement (the "Initial Term") will begin on the Effective Date and will end on December
31, 2024. Unless one party delivers to the other written notice of non-renewal at least 90 days before the end of the then
current t erm, this Agreement wi ll automatically renew for successive periods of 12 months each. Notwithstanding anything
to the contrary, the terms and conditions of this Agreement wi ll continue to apply to each Schedule for so long as we
continue to provide the Applicati on to you after the expiration or earlier termination of this Agreement.
S. 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 fo r each Application is as set forth in the applicable Schedule. THE SERVICE LEVEL AGREEMENT
SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES FOR FAI LURE OR DEFECT OF AN APPLICATION. WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILI TY AND FITNESS FOR A
PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALIN G OR USAGE OF TRADE, AND
NONIN FRINGEMEN T.
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"). In connection the rewith, Customer represents that (i) it will be responsible for distributing and assigning licenses
to its end users, and (ii) it will monitor and ensure that its licensed end users comply with al I Provider Use Terms and
Conditions and as directed herein. 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 obt ain on your behalf.
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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 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
enti ty, 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 permi t 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 Jaws 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 and, if applicable, e-mails, for which you reta in ownership) will at all times remain our sole and exclusive
property unless prohibited by law, in which event, we wi ll have the unlimited right to use such records, data, and information
for investigative and law enforcement purposes. During the term of this Agreement and for a reasonable period of time
the reafter, we will provide you with reaso nable access to the records. We (or our Iicensors, if any) have and will retai n al I
right, title, interest, and ownership in and to (i) the Software and any copies, custom versions, modifica tions, or updates of
the Software, (ii) all related documentation, and (iii) any trade secrets, know-how, methodologies, and processes related to
our Appl ications, 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 o r 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 moni toring inmate or administrative
te lephone cal ls or transmitting or receivi ng inmate e-mail messages. Further, you retain cust ody and ownership of all
recordings, and inmate e-mai l messages; however you grant us a perpetual limit ed license to com pile, store, and access
reco rdings or inmate calls and access inmate e-mail messages for purposes of (i) complying with the req uests of officials at
the Facil ity, (ii) disclosing information to reque sting law enforcement and correct ional officials as they may require for
investi gative, penological or pu blic safety purposes, (iii) performing billing and collection functions, or (iv) maintaining
equipment and quality control purposes. This license does not apply to recordings of inmat e ca lls or e-mai l messag es with
their att orneys or to recordings or e-mail messages protected from disclosure by other applicable privileges.
9. Private Number Designation. We will provide you with the ability to designate certai n numbers (for example, attorney or
clergy numbers) as "Private" within our Secure Call Platform. Calls to numbers designated as Privat e will not be recorded by
us. Although we will maintain your Private list within our Secure Call Platform, you acknowledge and agree that you wi ll have
the sole discretion. authority. and responsibility for designating numbers as Private. and that we have no discretion. authority,
or responsibility for making such designations. unless done so at your instruction. Further, to the ful lest extent allowed by
applicable Jaw, you and/or your employees, agents, or contractors agree to be responsible for any loss, cost, claim, liability,
damage, and expense (including, without limitation, reasonable attorney's fees and expenses) arisi ng out of the recording or
monitoring of calls to numbers that should have been, but were not, designated by you as Private.
10. Confidentiality and Non-Disclosure. The System, Applications, and related cal l records and information (the
"Confidential Information") will at all times rema in confidential to Provider. Customer underst ands and acknowledges that
Provider, as a common carrier, is required by Section 222 of the Communications Act of 1934, as amended, 47 U.S.C. Section
222, to maintain the confidentiality of "Customer Proprietary Network Informati on", or "CPNI", which protects from disclosure
consumers' sensi tive personal information (includ ing phone numbers called by a consumer; the frequency, duration, and
timing of such calls; and any services purchased by the consumer). Customer unde rstands and acknowledges that such
Confidential Information may be exempt from public disclosure and you agree that you wi ll 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 out side of your organization save your legal representative. You
warrant that you wil l 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 you r attorney or tax advisor, if any, but only after info rming those persons that they must keep
confidential the information contai ned 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.

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11 . 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) g ross negligence or will ful 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 it s own compliance. Provider ag rees to install and implement the Inmate Telephone System
accord ing to the law governing Provider, the instruction it receives from Customer as to Customer's requirements under the
law, and the Facility's demographics. Customer agrees to indemnify Provider against any and al l Claim s arising out of or
related to instruction Provider receives from Customer.
12. Insurance. We maintain compre hensive 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 re lated 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 Appl ications or System without our prior wri tten consent, and you
are required t o assist us with our defense of any such cla im, demand, or cause of action.
13. Default and Term ination. If either party defaults in the performance of any obligation under this Ag reement the nondefaulting party wi ll give the defaulting pa rty written notice of its default setting forth with specificity the nature of the
default. If th e defaulting party fails to cure its default within 30 days after receipt of the notice of default, the non-defaulting
party will have the right to terminate this Agreement upon 30 days' written notice and to pursue al l other remedies available
to the non-defaulti ng party, either at law or in equi ty. Notwithstanding the foregoing, the 30 day cure period will be
extended to 90 days if th e default is not reasonably susceptible to cure within such 30 day period, but only if the defaulting
party has begun to cure the default during the 30 day period and diligently pursues the cure of such default.
Notwithstanding the fo regoing, if Customer breaches its ob ligations in the section entitled "Software Lice nse" or the section
entitled "Confidentiality", Provider wi ll have the right to terminate th is Agreement immediately.
14. Limitation of Li ability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL
HAVE ANY LIABILITY FOR IN DIRECT, INCIDENTAL, SPEC IAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR INCOME,
LOST OR CORRUPTED DATA, OR LOSS OF USE OR OTHER BENEF ITS, HOWSOEVER CAUSED AND EVEN IF DU E TO THE
PARTY'S NEGLIGENCE, BREACH OF CONTRACT, OR OTHER FAULT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBI LITY OF SUCH DAMAGES. OUR AGG REGATE LIABILITY TO YOU RELATING TO OR ARISING OUT OF THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED TH E AMOUNT WE PAID YOU DURING THE
12 MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE.
15. Uncontrollable Circumstance. We reserve the right to renegotiate or ter minate this Agreement upon 60 days' advance
written notice if circumstances o utside our control related to the Faci lities (incl uding, without limitation, changes in rates,
regulations, or operations mandated by law; material reduction in inmate populati on or capacity; material changes in jai l
policy or economic cond itions; actions you take for security reasons (e.g., Lockdowns); or acts of God) negatively impact our
business; however, we will not unreasonably exercise such rig ht. Further, Cust omer acknowledges that Provider's provision of
the services is subject to certain federal, state, or local regulatory requirements and restrictions that are subject to change
from time-to-time and that not hing cont ained herein to t he contrary will restrict Provider from taking any steps necessary to
perform in compli ance therewit h.
16. 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 co urt ordered injunctive relief to stop any apparent
breach of such section s, such remedy being in addition to any other remedies available to such non-breaching party.
17. Force Majeure. Either party may be excused from performance under this Agreeme nt to the extent that performance is
prevented by any act of God, war, civil d isturbance, terrorism, strikes, supply or market, fai lure of a third party's performance,
fai lure, fluctuation or non -ava ilabi lity of electrical power, heat, light, air condition ing or telecommun ications 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-perform ance.
18. Notices. Any notice or demand made by either party under the terms of this Agreement or under any statute wil l be in
writing and will be given by personal delivery; registered or certifi ed U.S. mail. postage prepaid; or commercial courier
delivery se rvice, to the address below the party's signature below, or to such other address as a party may designate by

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written noti ce in compliance with this section. Notices wi ll be deemed delivered as follows: personal delivery - upon receipt;
U.S. mail - 5 days after deposit; and courier - when delivered as shown by courier records.
19. 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 wi ll 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 t o assist only the parties in determining and performing their obligations hereunder, and the parties
intend and expressly agree that they alone wi ll have any legal or equitable rig ht 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 Ag reement, or to bring an
action for the breach of this Agreement.
20. Miscellaneo us. This Agreement will be governed by and construed in accordance with the laws of the state where the
Facility is located. No waive r by either party of any event of default under this Agreement wi ll operate as a waiver of any
subsequent default under the t erms of this Agreement. If any provision of this Agreement is held to be inval id or
unenforceable, the validi ty or enforceability of the other provisions wil l remain unaffected. This Agreement wi ll be binding
upon and inure to the benefi t of Provider and Customer and their respective successors and permitted assigns. Except for
assignments t o our affiliates or to any entity that succeed s to our business in connection with a merger or acquisition, neither
party may assign this Agreement without t he prior written consent of the other party. Each signatory to this Ag reement
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 t he System. Provider and
Customer each will comply, at its own expense, with all applicable laws and regu lations in the performance of their respective
obligations under this Agree ment 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 j oint venture between Cust omer and Provider. This
Agreement cannot be modi fied orally and can be modified only by a written instrument sig ned by all parties. The parties'
rig hts and obligations, which by their nature would extend beyond the term ination, cancellation, or expiration of this
Agreement, will survive such termi nation, cancellation, or expiration (including, w ithout limitation, any payment obligations
for services or equipment received before such term ination, cance llation, or expirati on). This Agreement may be executed in
counterparts, each of which will be fully effective as an original, and all of wh ich together will constitute one and the same
instrument. Each party agrees that delivery of an executed copy of this Agreement by facsim ile transmission or by PDF email attachment will have the same force and effect as hand delivery with original signatures. Each party may use facsim ile
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 exhibit s and Schedules, constitutes the entire agreement of the parties
regarding the subject matter set forth herein and supersedes any prior or contem poraneous ora l or written agreements or
guarantees regarding the subject matter set forth herein.

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EXECUTED as of the Effective Date.
CUSTOMER:

PROVIDER:

Tooe le County Jail

Securus Technologies, Inc.

By:

By:

Name:

Name:

Robert E. Pickens

Title:

Tit le:

Pres ident and Ch ief Executive Officer

Dat e:

Date:

Custo mer's N otice Address:

Provid er's Notice Address:

2018 S Main St.
Tooele, Ut ah 84074

4000 International Parkway
Carro llton, Texas 75007
At tention: General Cou nsel
Pho ne: (972) 277-0300
Provider's Payment Address:
4000 International Parkway
Ca rro llton, Texas 75007
Attention: Acco unts Receivable

Please return signed contract to:
4000 International Parkway
Carrollton, Texas 75007
Attention ; Contracts Administrator
Phone: (972) 277 -0300

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© Securus Technologies, Inc. - Proprietary & Confidential

SECURUS
Technologies
connecting what motrers·

Schedule
Tooele County Jail

This Schedule is between Securu s Technologies, Inc. ("we" or "Provider"), and the Tooele County Jail ("you " o r "Customer")
and is part of and governed by the Master Services Ag reement (the "Agreement") executed by the parties. The terms and
condit ions of the Agreement are incorporated herein by reference. Th is Schedule wi ll 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 do t he following: (a)
monitor and record inmate calls, (b) prevent monitoring and recording of private calls (i.e., attorney client calls, clergy ca lls, or
other calls as approved and implemented by you); private number settings allow you to mark these calls not to be monitored
or recorded, and you are solely responsible for identifying, approving and disabling requests for private treatment; (c)
automatically limit the duration of each ca ll to a certain period designated by us, (d) maintain call detail records in
accordance with our standard practices, (e) automatically shut the System on or off, and (f} allow free calls to the extent
required by applicab le law. We will be responsible for all billing and collections of inmate ca lling cha rges but may contract
with third parties to perform such functions. SCP wi ll be provided at the Facilit ies specified in the chart below.
SCP provides t he ability to store call recordings in secure, redundant environment. We will store call record ings for a period
of 12 months from the date of recording, after which they will be permanently deleted. SCP also provides you with the ability
to download and store cal l recordings. You are solely responsible for preserving any ca ll reco rdings beyond the storage
period by downloading them to a separate storage medium.
SCP also includes the ability to integrate inmate Debit accounts. 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 and family members to fund an inmate's Debit account via
multiple points-of-sale. Funds deposited by friends and 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 to complete the call and
pay for the call using t he inmate's Debit account. If implemented, Customer agrees to have the Debit module of Provider's
SCP Call Management System enabled for the Facili ties to offer Debit account to inmates. If implemented, Customer also
ag rees to use Provi der's SCP User Interface or utilize integrati on with Customer's trust account system to process inmate's
fund transfer requests. Notwithstanding, Provi der wi ll not be responsible for any delays due to (i) Customer's fai lure to
perform any of its obligations for the project; (ii) any of Customer's vendo rs' fail ure to perform any of its obligations for the
project; or (ii i) circumstances outside of Provider's co ntrol.
INVOICING AND COMPENSATION:
Collect and Inmate Debit Calls. We will pay you commission (the "Commission") based on the Gross Revenues that we earn
through t he completion of collect and inmate Debit calls, excluding interstate calls, placed from the Facilities as specified in
the chart below. "Gross Revenues" means all gross billed revenues re lating to completed collect and inmate Debit 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. For inmate
Debit calls, Provider reserves the right to deduct call credits from Gross Revenue. 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 paymen ts will be final and binding upon you unless we receive written objection with in 60
days after the Payment Date. Your payment address is as set forth in the chart below. You will notify us in writing at least 60
days before a Payment Date of any change in your payment add ress.
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Customer acknowledges and agrees that we are paying the Commission for t he exclusive right to provide inmate telephone
services to inmates in Customer's Facility(s), and that any taxes assessed on Commission payments are the sole responsibility
of Customer.
In addi tion, Provider will invoice Customer on a weekly basis for al l funding amounts transferred from inmates' faci lity
trust/commissary accounts to Inmate Debit accounts. The invoice wil l be due and payable upon receipt.
FACILITIES AND RELATED SPECIFICATIONS:

Facility Name and Address
Tooele County Jai l
2018 S Main St.
Tooele, Utah 84074

I

Commission
Percentage

Revenue Base for
Calcula tion of
Commission

Commission Payment
Address

42%*

Gross Revenues

--SAME--

*The designated Commission percentage is contingent upon Customer's implementation of all products and
payment methods described herein within 90 days of the Effective Date (unless actions of Provider render such
implementation within that timeframe impossible, in which case such implementation w ill 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.
Commissions are paid in one-month arrears and are not subject to retroactive payments or adjustments for failure to
provide timely notice of address changes.
*Notwithstanding anything to the contrary contained in the Agreement, no commission will be paid on revenues
earned through the completion of interstate calls of any type placed from the Facility(s).
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 Cal ling Platform Interface
("S-Gate User Interface") which may be used only on computers and ot her equipment that meets or exceeds the
specifications in t he chart below, which we may amend from time to time ("Compatible Equipment "). Customer represents
t hat (i) it wi ll be responsible for distributing and assig ning licenses to its end users; (ii) it will use the SCP User Interface for
lawful purposes and will not t ransmit, retransmit, or store material in violation of any federa l or stat e laws or regulation; and
(iii) it will monitor and ensure that its licensed end users comply with all Provider Use Terms and Conditions and as directed
herein.
WORKSTATION REQUIREMENTS
Processor

2 gigahertz (GHz) or higher processor

Operating System

Windows XP*, Windows Vista, Windows 7

Browser

Internet Explorer 8, 9 or 10 (newer versions are not supported)

Memory

At least 1 gigabyte (GB) of RAM (2GB recommended) - use of
Windows 7 may require additional mem ory

Drive

CD-RW or DVD-RW drive

Display

Super VGA (1,024 x 768) or higher resolution video adapt er

Pe riphera ls

Keyboard and Microsoft Mouse or compatible pointing d evice

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
uti lity

*XP Media center edition not supported

SERVICE LEVEL AGREEMENT

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© Securus Technologies, Inc. - Propriet ary & Confidential

We agree to repair and maintain the System in good operating condition (ord inary 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 equipment. If any portion of the System is interfaced with other devices or software owned or used by you or a third
party, 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 contempla ted hereunder, we may provide,
based upon the Facility's requ irements, two types of workstations (personal com puter/desktop/laptop/terminal): The
"Openworkstation" is an open non-secu red workstation which permits administ rative user rights for Facility personnel and
allows the Facility to add ad ditional third-party software. Ownership of the Openworkstation is transferred to the Facility
along with a three-year product support plan with the hardware provider. We have no obligation to provide any technical
and field support services for an Openworkstation. CUSTOMER IS SOLELY RESPONSIBLE FOR THE MAINTENANCE OF ANY
OPEIW./ORKSTATION(S)."
1. Outage Report; Techn ical 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 wi ll 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 fo llowing three priority levels:
"Priority 1"

30% or more of the functiona lity 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"

Less than 5% of the functionality of the System is adversely affected by the System Event.
Single and multiple phones related issues.

3. Response Times. After receipt of 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 o r dispatch a field technician to the Facility
(in which case the applicable reg ional dispatcher will contact you with the technician's estimated ti me of arrival), as
necessary. In the event a Syst em Event occurs in the centralized SCP system, technical support wi ll initiate re mote diagnosi s
and correction of the System Event.
5. Performance of Service. All of our repa ir 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 Ag reement. Any requested mod ification 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 wil l be
implemented within the time period agreed by the parties.
6. Escalation Contacts. Your account will be monitored by the app licable 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 technician
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 wil l monitor our back office and validation systems 24 hours a day, seven days a week.

Master Services Agreement - Page 8 of 12
© Securus Technologies, Inc. - Proprietary & Confidential

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, 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 dela y caused by you r failure to provide the IGR.
10. End-User Billing Services and Customer Care. Our Securus Correctional Billing Services department w ill maintain
dedicated customer service representatives to handle end-user issues such as call blocking or unblocking and setting up
end-user payment accounts. The customer service representatives will be available 24 hours a day, 7 days a week by
telephone at 800-844-6591, via chat by visiting our website www.securustech.net, and by facsi mile at 972 -277-0714. In
addition, we wil l 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 ro utine 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).
ADVANCECONNECT SINGLE CALL™ PROGRAM

DESCRIPTION
Securus' AdvanceConnect"' payment product allows family members and friends to pre-pay for calls orig inating from
inmates in correctional facilities. AdvanceConnect"' is flexible in that it allows consumers the choice to pre-pay for multi ple
calls or pre-pay for a single call just prior to connection using the AdvanceConnect Single Ca ll™ feature. AdvanceConnect
Single Call" ' allows F&F to fund the bare minimum to complete the current inbound call.
COMPENSATION
AdvanceConnect Single Call™ transactions are rated at the FCC-regulated fee (currently $3 for automated transactions) plus
the applicable per minute rate and any applicable federal, state, and local taxes.
AdvanceConnect Single Cal lr" is commissioned in the same manner as an AdvanceConnect™ call that does not use this
feature.
PREPAID CALLING CARDS

DESCRIPTION:
Upon receipt of your written request, we will provide you with inmate Prepaid Calli ng Cards for resale to inmates at the
Facility(s). Prepaid Calling Cards are not returnable or refundable; all sales are final. Each Prepaid Calling Cards will be va lid
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 thi rd-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. Notwi thstanding anything to the contrary, you will remain primarily liable for the payment for Prepaid Calling
Cards sold to Commissary Operator on your behalf.

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 30 days, includ ing 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 rem itting the collected taxes to the proper tax ing
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 discount percentage of 30%*, plus any applicable sales tax and shipping charges will be
due and payable within 30 days after the invoice date. After such 30 day period, Provider reserves the right to charge
interest on the overdue amount at the lower of (a) 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 rel evant month or if, for any reason, the Agreement terminates or expires during the relevant month, Provider wi ll
invoice you for the balance which will be due within 30 days after the date of the invoice. All applicable sales taxes will be
charged on the invoiced amount of the Prepai d Calling Card sale, unless Customer provides us a va lid reseller's certificate
before the time of sale.
Master Services Agreement - Page 9 of 12
© Securus Technologies, Inc. - Proprietary & Confidential

* Less the percentage of revenue at the Facility(s) that is generated by interstat e calls.
* Notwithstanding anything to the contrary contained in the Ag reement, no commission will be paid on revenues
earned through the completion of interstate calls of any type placed from th e Facil ity(s).
INVESTIGATOR PRO™

DESCRIPTION :
Investigator Pro'" is a telephone safety, security, and invest igative feature of SCP. Investigator Pro'" uses continuous voice
identification technology to determine what inmate(s) are speaking on the call, detect certain three-way call violations, and
help investigators find corre lations between calls that might otherwise go undetected. Inmates must participate in a
supervised vo ice p rint enrollment process. This inmate voice print enro llment process will be the responsibility of Customer.
Moreover, Customer underst ands and acknowledges that, in instances where inmate cal ls originate from Tablets, Investigator
Pro'" works only with Provider's certified earbuds. If Customer elects to sell alternative earbuds, Customer forgoes the
effectiveness of Investigator Pro's™ voice ident ification technology on Tablet calls.
COMPENSATI ON :
In exchange for receipt of Investigator Pro'" , Customer will pay Provider a licensing fee equal to $0.02 per all comp leted call
minut es, which will be paid by way of commission deductions. Payment wi ll commence upon installation. In any given
month, in the event commissions earned are less than t he licensing fee, Customer may be sent an invoice for the remaining
amount. To help offset the cost recovery of Invest igator Pro''"' at Customer's Facilit ies, call rates to end users will increase by
$0.02 per m inute (excluding int erstate), if perm itted by state and federal regulatory requi rements.
TABLETS
DESCRIPTION :
Provider will deploy free basic community tablets to Facility. In addition to the free basic commu nity tablets, Provider will
o ffer personal rental tab lets with prem ium cont ent. One set o f Provider-issued ea rbuds comes standard w ith each personal
tablet rent al. Premium content may include, but is not limited to, so ngs, games, movies, and television episodes and is
available for purchase using Inmate Debit only. Customer understand s and acknowledges t hat premium content is subject to
availability and may change at Provider's discretion. Premium content also may be subject to third-party licensing
agreements w it h content providers.
For t he 12-month perio d following the Effective Date, Provider will offe r pe rsona l renta l tablets at a promot ional rate of $5.00
per tablet per month plus applicable taxes and/or fees.
Provider will pay Customer 10% of the gross revenue earned
through the rental of personal tablets and the purchase of premium content on t he personal rental tablets. The parties
reserve the right to renegotiate the $5.00 promotional rental rate and/or commissions earned if, after the initial 12 -month
period, Provider's tablet-related costs exceed t he gross revenue generated.
TERM S & CONDITIONS:
Cust omer represents and warrants that it will not provide the SecureView Tablet Solution to inmates whom Customer knows
or reasonably suspects pose a threat to other inmates or Facility personnel, or who may use an Inmate Ta blet in a dangerous
or unaut horized manner.
Custome r understands and acknowledges that prem ium content is rented and available on ly for the duration of an inmate's
incarceration at the Facility and will not be made available upon the inmate's release.
Customer further understands and acknowledges that, in instances where inmate telephone ca lls originate from Tablets,
Investigator Pro™ works only with Provider's certified earbuds. If Customer elects to sell alternative earbuds, Customer
forgoes the effectiveness of Investigator Pro's™ voice identification technology on Tablet calls. M oreove r, Customer will
refrain from t he sale or distribution of earbud s with a microphone other than Provider's certified ea rbud s.
PROVIDER DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SECUREVIEW TABLET SOLUTION. PROVIDER DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS,
LEGALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SECUREVIEW TABLET SOLUTION.
IN NO EVE NT WILL PROVIDER BE LIABLE FOR ANY IN DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER
ARISING, INCURRED BY CUSTOMER OR IN MATE FROM RECEIPT OR USE OF TH E SECUREVIEW TABLET SOLUTION OR THE
UNAVAILABILITY THEREOF.

Master Services Agreement - Page 10 of 12

© Securus Technolog ies, Inc. - Proprietary & Confidential

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 or inmates' use o f the SecureView Tablet solution.
CALLING RATES

Provider wi ll charge rates that are in compliance wi th state and federal regulatory requirements.
applicab le, will vary by country.

Master Services Ag reement - Page 11 of 12
© Securus Technologies, Inc. - Proprietary & Confidential

International rates, if

SECURUS
Technologies
connecting what matters·

Exhibit A: Customer Statement of Work
Tooele County Jail

This Customer Statement of Work is made part hereto and governed by the Master Services Agreement (the "Ag reement")
executed between Securus Technologies, Inc. ("we" or "Provider"), and Tooe le County Jail ("you" or "Customer"). The te rms
an d conditions of said Agreement are incorporated herein by reference. This Customer Statement of Work will be
cotermi nous 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. Additional equipment or applications will be installed only
upon mutual agreement by the parties, and may incur additional charg es.

EXECUTED as of the Schedule Effective Date.

CUSTOMER:

PROVIDER:

Tooele County Jail

Securus Technologies, Inc.

By:

By:

Name:

Name:

Robert E. Pickens

Title:

Title:

President and Chief Executive Officer

Please return signed contract to:
4000 International Parkway
Carrollton, Texas 75007
Attention: Contracts Administrator
Phone: (972) 277 -0300

Master Services Agreement - Page 12 of 12

© Securus Technologies, Inc. - Proprietary & Confidential

Addendum for Sale of Goods (Earbuds)

This Addendum for Sale of Goods (Earbuds) (hereinafter "Addendum") is provided by the party identified below as
Customer ("Customer") and is subject to and governed by the current Master Services Agreement ("Agreement"}
between Customer and Securus Technologies, Inc. ("Provider"}. Its terms are effective as of the date signed by
Customer below (the " Effective Date") and this Addendum is coterminous with the Agreement.
1. Sale of Goods. Provider sha ll sel l, and Customer sha ll buy, certain proprietary inmate earbud headphones (the
"Goods") in the quantities and pricing set forth in this Addendum. To place an order, Customer should send an email
with
the
requested
number
(as
noted
below,
in
25
unit
increments)
of
Goods
to
tabletear budlabel@securustechnologies.com.
2. Invoices and Payment. Payment is due within 30 days of the date of Provider's invoice, which date will not be
before the date of Provider's delivery of the Goods. The Customer sha ll be charged interest of the lesser of (1) one
percent per month or (2) the highest rate allowed by law on all overdue amounts until they are paid.
3. Purchase and Resale Pricing. Customer is purchasing the Goods for $5.66 per single unit of the Goods ("Purchase
Price"} and wil l resell the Goods to inmates at an amount of $5.66 per single unit ("Resale Price"). Any change to the
either the Purchase Price or Resale Price must be agreed to in writing. In addition to the Purchase Price, Customer
shall pay all taxes and any third-party expenses re lated to the transaction contemp lated by th is Addendum.
4. Requirements Relating to Order Quantity. Customer understands and agrees that each order and sale of Goods
pursuant to this Addendum must (1) be for at least 25 units; and (2) be made in 25 unit increments ("Bundle"}. One
Bundle is the minimum requ ired purchase, and each Bundle will cost $141 .50 ($5.66 x 25 uni t s). Provider may, at its
option, decline to fulfill any order that does not conform to these requirements.
5. Limitation on Competing Goods. The parties agree that the Goods have been specifica lly manufactured for
Provider and certified to work with Provider's proprietary inmate tab lets (the "Tablets") that are deployed in
correctional faci lities in which Customer intends to sell the Goods, and that no simi lar competing Goods have been
certified to work with Provider's Tablets. Accordingly, Customer will refrain from the sale or distribution of ear buds
with a microphone other than Provider's certified earbuds.
6. Delivery; Title; and Risk of Loss. Provider sha ll deliver the Goods FOB to Provider's delivery address identified in
an order, and title to and risk of loss of the Goods wil l pass to Customer upon such delivery by Provider. Any stated
delivery dates are approximate. Provider will not be liable for any losses, damages, penalties, or expenses for fai lure
to meet any delivery date.
7. Returns. Customer agrees that it wi ll be solely respons ible for any returns of the Goods after resa le to inmates,
and that Provider shall have no responsibili ty or obligation wit h respect to the same.
8. Disclaimer of Warranty; Due Diligence. The Goods are being sold "AS IS,'' and Provider disclaims all warranties,
whether express or implied, including the warranties of merchantability and fitness for particu lar purpose. The
Customer ackn owledges that it has not been induced by any statements or representations of any person with respect
to the quality or condition of the Goods and that no such statements or representations have been made. Th e
Customer acknowledges that it has relied solely on the investigations, examinations, and inspections as Customer has
chosen to make and that Provider has afforded Customer the opportu nity for full and complete investigations,
examinati ons, and inspections. All sales are final.
The person signing this Addendum represe nts that he or she has the unrestricted rig ht and requisite aut hority to enter
into and execute this Addend um, to bind Customer named below, and to authorize the purchase of the Goods
described herein.
CUSTOMER AUTHORIZATION:
Print Customer name as it appears in the Ag reement

Jlu,ho1i
rized Signer's Signature

'-r lt~lo~

Authorized Signer's Printed Name

Date

Authorized Signer's Title