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HomeMy WebLinkAboutbocc.con.152.24 1 FACILITY TELEPHONE TELECOMMUNICATIONS AGREEMENT This Facility Telephone Telecommunications Agreement (the “Agreement”) is made and entered into between TKC TeleCom LLC, a Delaware limited liability company (“TeleCom”), and Pitkin County, a county correctional facility in the State of Colorado (the “Facility”). This Agreement is effective as of the most recent date set on the signature page to this Agreement (the “Effective Date”). RECITALS WHEREAS, TeleCom provides integrated telephone telecommunications equipment and services that include proprietary (and patented) software capabilities (access, monitoring, recording, and archiving), automated back-office data processing, resale of intra-state and inter- state telephone telecommunications, management of relationships with underlying telephone telecommunication carriers and providers, provision and maintenance of related equipment, and help desk functions (collectively, the “TeleCom Services”). WHEREAS, TeleCom is affiliated with (i.e., under common control with) T.W. Vending, Inc., d/b/a/ TurnKey Corrections (“TurnKey”); WHEREAS, TurnKey provides: (i) inmate booking and release systems to correctional facilities, (ii) family and friends of inmate’s the online ability to deposit funds for the benefit of inmates, (iii) integrated point-of-sale equipment and services to correctional facilities that facilitate commissary sales and inventory management, payment processing, and automated accounting, and (iv) inmates the ability to purchase perishable and non-perishable goods, interactive video communications, email, and text messaging services (collectively, the “TurnKey Services”); WHEREAS, the Facility desires to receive the TeleCom Services together with, or separate from, the TurnKey Services; NOW THEREFORE, in consideration good and valuable consideration, TeleCom and the Facility hereby agree as follows: AGREEMENT Section 1. Telephone Systems Integration. TeleCom agrees to provide the Facility with the TeleCom Services. In consideration for the TeleCom Services, the Facility agrees to allow TeleCom to charge the Facility $0.12 for each telephone minute for every inmate call during the Term (as defined below) of this Agreement. This payment to TeleCom will not be reduced by sales taxes. (a) Facility Charge; Taxes. The Facility may elect to charge inmates and outside users per-minute telephone rates higher than $0.12, provided, however, the Facility will not charge rates above $0.21 per minute without providing thirty (30) days prior written notice 2 to TeleCom of such rate. For per-minute telephone rates the Facility charges to users above the $0.12 per minute, the Facility will retain the difference between the amount charged to the Facility by TeleCom and the total amount charged to the users by the Facility, less applicable taxes. All applicable taxes shall be calculated based on the final rate charge to users as set by the Facility. Subject to the foregoing, TeleCom will be responsible for remitting all applicable sales, federal and state telephone telecommunication taxes, with the amount paid in tax reducing the amount paid to the Facility from TeleCom. (b) TKC Insight®. Facility may elect to add TKC Insight® for an additional charge of $0.02 for each telephone minute for every inmate call. TKC Insight®, an investigative analytics product designed to improve security at the Facility with enhanced call tracking, speaker identification, improved sound, plus language translation and improved reporting. Facility agrees to add TKC Insight®: _X_ Yes or __ No Section 2. Equipment and Installation. TeleCom will install [a mutually agreed number] of inmate telephones (“Equipment”) within the Facility at mutually agreed upon locations. Any additional Equipment requested by the Facility shall be negotiated between the parties. (a) Tampering. Facility agrees that it is responsible for physical security of all Equipment after delivery and installation, and for the proper use of such Equipment, and shall immediately notify TeleCom of any evidence of tampering, damage, the presence of foreign physical devices, any abuse, misuse or theft of the Equipment. The Facility shall not modify, alter, install or attach, or permit to be modified, altered, installed or attached, on or to the Equipment, or on or to any software, code or hardware provided therewith. If the Facility becomes aware that any Equipment or attendant software has been modified or tampered with, it shall immediately notify TeleCom, and TeleCom shall then replace or remove such Equipment. Where applicable, payment for such replacement or removal shall be assessed against the inmate responsible for the damage. Section 3. Training. Telecom agrees to train the Facility staff how to administer and operate the Telecom Services effectively. It is mutually agreed that, within reason, the Facility staff will learn and apply procedures that allow the TeleCom Services to be effectively implemented and operated within the Facility. Section 4. TeleCom Service Payment Terms. Invoices for payment of Telecom’s services shall be submitted monthly to the Facility, and in such detail as to allow Facility to review inmate and other activity. Facility agrees and acknowledges that electronic payment is the only acceptable method of payment, and Telecom shall initiate such payments on behalf of Facility. Upon issuing an invoice, Provider shall immediately initiate the electronic transfer of the invoiced amount from Facility to Provider. Telecom is responsible for the setup, maintenance, Telecom’s bank fees associated with each electronic payment, and initiation of the electronic payment system to ensure timely and accurate transactions. 3 Section 5. Contract Term. The initial term for this Agreement begins on the Effective Date, and shall be for a period of Three (3) years. This Agreement shall automatically renew for successive one-year terms, provided that, beginning in the final year of the initial term, either TeleCom or the Facility may avoid the initial annual extension by delivering written notice to the other party not less than 60 days prior to the termination date. Thereafter, either TeleCom or the Facility may terminate this Agreement for any reason by delivery of written notice to the other Party not less than 60 days prior to the then-effective one-year term. The “Term” of this Agreement includes the initial term, and all annual extensions thereafter. Section 6. Miscellaneous. (a) Integration. This Agreement encompasses the entire agreement, whether oral or written, between TeleCom and the Facility. (b) Amendment; Modification. This Agreement may not be modified or amended, in whole or in part, except by a writing signed by duly authorized officials of TeleCom and the Facility. (c) No Third-Party Beneficiaries. The provisions of this Agreement are not intended to be for the benefit of or enforceable by any third party. (d) Dispute Resolution. The Parties hereto agree that they shall first attempt to resolve any disputes arising hereunder through communication by and between the respective teams at each Party responsible for the obligations hereunder of each Party to the other. Should such communications fail, and in the absence of governmental regulations to the contrary, This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to any conflicts of law rules that would result in the application of the law of any other jurisdiction. The Parties agree that any matter not able to be resolved through the dispute resolution mechanism set forth below shall be resolved according to Colorado law, but in the state district court of Pitkin County, Colorado, and the Parties each agree to submit to personal jurisdiction therein. (e) Governing Law. This Agreement, the validity, construction and enforcement hereof, and all disputes relating hereto, shall be governed by and construed in accordance with the laws of the State of the Facility without regard to any conflicts of law rules that would result in the application of the law of any other jurisdiction. TeleCom and the Facility agree that any dispute not capable of being resolved through arbitration shall be litigated exclusively in the State district court of the State of the Facility, or the United States District Court convenient to the Facility, and TeleCom and the Facility agree to submit to personal jurisdiction therein. (f) Counterparts. This Agreement may be executed in any number of counterparts and, when so executed, all of such counterparts shall constitute a single instrument binding upon 4 both parties notwithstanding the fact that both parties are not signatory to the original or to the same counterpart. IN WITNESS WHEREOF, duly authorized officials of each party have executed this Agreement, and it is effective as of the Effective Date. TKC TeleCom, LLC By: Date: ______________________________ Dewey Wahlin Its: Chief Executive Officer Pitkin County, Colorado By: __________________________ Date: ______________________________ Pitkin County Sheriff Aug-07-2024 Aug-13-2024 Certificate Of Completion Envelope Id: CCC38660D62A4614AA3D3E9A25011CFE Status: Completed Subject: TKC Telecom, LLC | Pitkin County Contract 152.24 for Review and Signature Source Envelope: Document Pages: 4 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 76.25.143.56 Record Tracking Status: Original 8/5/2024 10:52:00 AM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp Dan Fellin dan.fellin@pitkinsheriff.com Detention Division Chief Self Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 8/5/2024 10:53:52 AM Viewed: 8/5/2024 11:39:19 AM Signed: 8/7/2024 4:38:47 PM Electronic Record and Signature Disclosure: Accepted: 8/7/2024 4:37:36 PM ID: a592f82c-cf58-4348-939b-38b928e91fdc Company Name: Pitkin County, Colorado Dewey Wahlin deweyw@turnkeycorrections.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.65.34.142 Sent: 8/7/2024 4:38:49 PM Viewed: 8/13/2024 11:04:47 AM Signed: 8/13/2024 11:05:28 AM Electronic Record and Signature Disclosure: Accepted: 8/13/2024 11:04:47 AM ID: 7d16be88-442b-4bff-b5ff-8ffed169bea9 Company Name: Pitkin County, Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Pitkin County Procurement procurement@pitkincounty.com Procurement Specialist Pitkin County Security Level: Email, Account Authentication (None) Sent: 8/5/2024 10:53:51 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 8/5/2024 10:53:51 AM Viewed: 8/5/2024 10:54:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dan Fellin dan.fellin@pitkinsheriff.com Detention Division Chief Self Security Level: Email, Account Authentication (None) Sent: 8/13/2024 11:05:30 AM Electronic Record and Signature Disclosure: Accepted: 8/7/2024 4:37:36 PM ID: a592f82c-cf58-4348-939b-38b928e91fdc Company Name: Pitkin County, Colorado Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/5/2024 10:53:51 AM Envelope Updated Security Checked 8/12/2024 3:07:09 PM Certified Delivered Security Checked 8/13/2024 11:04:47 AM Signing Complete Security Checked 8/13/2024 11:05:28 AM Completed Security Checked 8/13/2024 11:05:30 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: Dan Fellin, Dewey Wahlin, Dan Fellin Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.