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<br />Master Services Agreement | City of Santa Ana
<br />Master Services Agreement
<br />This Master Services Agreement (this “Agreement”) is by and between the City of Santa Ana, a charter city and
<br />municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter
<br />referred to as “Customer,” and Smart Communications Holding, Inc. and/or its designated subsidiary or assignee, with
<br />principal offices located at 10491 72nd Street, Seminole, FL 33777, hereinafter referred to as “Provider.”
<br />This Agreement supersedes any and all other agreements made between the Parties, written, oral or otherwise.
<br />Whereas, Customer desires that Provider install an inmate communications system(s) and provide inmate
<br />communications and maintenance services according to the terms and conditions in this Agreement, and according to
<br />the Schedules, which are incorporated by reference into this Agreement, and;
<br />Whereas, Provider agrees to install the inmate communications system(s) and provide inmate communications and
<br />maintenance services according to the terms and conditions in this Agreement, and according to the Schedules, which
<br />are incorporated by reference into this Agreement.
<br />Now therefore, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties, intending
<br />to be legally bound, agree as follows:
<br />1.Systems. This Agreement specifies the general terms and conditions under which Provider will perform certain
<br />inmate related services and systems (the “System(s)”) for the Customer. Additional terms and conditions with respect
<br />to the Systems will be specified in the Schedules entered into by the Parties and attached (the “Schedules”). The
<br />Schedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement. In the
<br />event of any conflict between this Agreement and a Schedule, the terms of the Schedule shall govern.
<br />2.Use of Systems and Exclusivity. In exchange for Provider installing, providing, and supporting its System and
<br />inmate communication services throughout Customer’s Facility at no cost to Customer, Customer acknowledges,
<br />agrees, and grants to Provider the exclusive right to provide such services in Customer’s Facility. Provider shall have
<br />the exclusive right to install, maintain, and derive revenue from and through Provider’s inmate communication
<br />services and Systems including, without limitation, the related hardware and software, located in the Customer Facility
<br />as identified on the Schedules. Customer agrees that it will not resell, grant, or provide access to Provider’s services
<br />or System, directly or indirectly, to any third party unless agreed to by Provider in a separate written agreement.
<br />During and subject to the terms and conditions of this Agreement, Provider shall be the sole and exclusive provider
<br />of inmate telephone services (ITS) and all inmate communication services available on or provided by a tablet or kiosk
<br />system as set forth in the accompanying Schedule(s), including but not limited to video and data services (e.g.,
<br />electronic video visitation, electronic messaging and email, texting, photo delivery, and electronic entertainment) and
<br />inmate software applications (e.g., electronic delivery of routine postal mail, electronic medical or general requests,
<br />electronic grievances, electronic law library, and electronic education).
<br />3.Hardware and Software License. For the term of this Agreement, Provider grants Customer a non-exclusive, non-
<br />transferable license to access and use certain proprietary computer software and hardware products and materials in
<br />connection with our inmate services and Systems. Provider will provide free of charge all Software upgrades,
<br />modifications, and updates. All hardware upgrades, modifications and updates will be done at Provider’s sole
<br />discretion.
<br />Provider makes no representation or warranty as to the legality of monitoring or archiving such communications and
<br />activities.
<br />4.Ownership. Smart Communications is and shall remain the owner of the equipment provided by Smart
<br />Communications whether or not physically attached to real estate.
<br />5.License Restrictions: The Software is to be used solely in connection with Provider’s Services by Customer and
<br />inmates housed at Customer’s Facility in connection with Provider’s services and Systems. The Hardware is to be
<br />Exhibit 1
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