HomeMy WebLinkAboutDUI monitoring JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Jefferson County Board of Commissioners
FROM: Brian Gleason, District Court Administrator
DATE: re{,arrca I Z, 202 Y
SUBJECT: Ascentec Holdings LLC "VCheck24 Services" service agreement
STATEMENT OF ISSUE:
The purpose of this agreement is to provide a one-year service agreement between Ascentec
Holdings LLC and District Court Probation to use the on-line app VCheck24 Services.
ANALYSIS:
This agreement covers service and training for the District Court Probation office to use
VCheck24 Services to monitor probation clients as a jail alternative or enhanced pre-trial
monitoring. Clients are subject to random and scheduled video check-ins with verbal and
soon facial recognition of the client, continuous GPS Location Tracking and instant alerts
for violations of CTPS restrained zones. It allows for greater communication between clients
and probation officers including texting, video conferencing and automated reminders for
court dates, daily medications, medical and treatment appointments. District Court staff
have personally test run the application to monitor the effectiveness of the application.
VCheck24 will provide equity for pre and post-conviction clients as it allows an opportunity
for those with limited income to have an option to be released from custody and be actively
monitored. The accessibility and low cost of VCheck24 is a much needed alternative to
keeping an individual in jail or struggling to pay the costs for traditional Electronic Home
Monitoring(EHM) which are much higher. In addition,traditional EHM programs are
currently not available in Jefferson County requiring special appointments. Pretrial
detention is disruptive, causing people to lose their jobs, housing, family-ties and custody of
their children. Research shows that any time in jail before trial contributes to an increase in
the likelihood of future arrest.
FISCAL IMPACT:
District Court has a line item for DUI Electronic Monitoring to cover the initial costs for set up
and monthly billing. Billing will depend on numbers of days used per client placed on
supervision via VCheck24. Probationers will be ordered to reimburse the court for the cost of the
monthly service unless waived per court order or covered by other grant funded programs such as
1/10'h Treatment Sale Tax funding. The use of VCheck24 will offer a cost savings to the county
by potentially allowing a person out on monitored release as compared to the 2019 daily costs
estimate of$135/day housed at our jail,not including extra costs for medical issues.
RECOMMENDATION:
District Court Probation requests approval of this agreement.
REVIEWED BY:
Z2
Mark McCaul , County Administrator Date
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Ascentec Holdings LLC Contract No: JCDC1
Contract For: VCheck24 Services-Jail Alt/Probation Monitoring Term:
COUNTY DEPARTMENT: District Court
Contact Person: Brian Gleason
Contact Phone: 360-385-9134
Contact email: bgleason@co.jefferson.wa.us
AMOUNT: subscription based upon use PlyO I""SS' Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s)of Matching Funds Vendor List Bid
Fund# RFP or RFQ
MunisOrg/Obj DC52330 31006 1-Monitoring Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMP4AkNCIE, J C 3.55.080 AND CHAP E 42.23 RCW.
CERTIFIED: FIN/A:a j
i ature [date
STEP 2: DEPARTMENT CERTIFI . HE P RSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEB ED BY ANY FEDERAL, ST TE, R LOCAL
AGENCY.
CERTIFIED: M N/A: MR
ignature I Dad
STEP 3: RISK M.ANAGEME LREVI (will a added electronically through Laserfiche):
Electronically approved by Risk Management on 2/6/2024.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 21712024.
Negotiated with the assistance of the PAO.
STEP S: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIR.ED).
STEP b: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
1
AGREEMENT FOR MONITORING AND ASSOCIATED SERVICES
This AGREEMENT ("Agreement")is made effective as of . 2024(the "Commencement Date") by
and between Ascentec Holdings LLC (hereinafter, "Provider") and Jefferson County District Court (hereinafter
"Customer").
Whereas:
• Provider desires to provide to Customer, and Customer desires to acquire from Provider certain monitoring services
(the "VCheck24 Services")through a mobile app(the"VCheck24 App")per the rates and pricing provided in attached
schedule(s)or addendum(s).
• Customer will use the VCheck24 Services to monitor client(s)of Customer(hereinafter,"Client(s)").
• Customer and Provider have agreed to the terms of this Agreement.
• In consideration of the covenants and promises contained herein and other good and valuable considerations, the
receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:
1. RECITALS: The recitals set forth above shall be incorporated into and made a part of the covenants of this Agreement.
2. TERM:The initial term of this Agreement is for one year commencing on the date of execution of this Agreement by both
parties(hereafter the "Term"). Services provided during the Term shall be paid for in accordance with rates set forth in
Schedule A of this Agreement. Upon completion of the Term, this Agreement shall automatically renew for additional
successive one (1)year terms for a total term of no more than five years. Either party to the Agreement may terminate
this Agreement for any reason or no reason upon thirty(30)days written notice to the other party. Notwithstanding the
foregoing, continued use of The VCheck24 Services past the termination of this Agreement shall obligate Customer to
additional payments as set forth in the attached schedule(s) (as amended from time to time), until such time as
Customer's use of VCheck24 Services is discontinued. Upon termination of the Agreement, Provider may terminate
Customer's access to the VCheck24 App.
3. PAYMENTS: During the Term, Customer agrees to pay to Provider for VCheck24 Services rendered pursuant to the rates
set forth in the attached schedule A. Provider shall issue an invoice to Customer for all services rendered and any and all
other applicable charges. Customer agrees to pay Provider no later than thirty(30)days after the date of an invoice. No
payment required hereunder shall be prorated except at Provider's discretion. Any payment past due shall 1) bear
interest at the rate of ten percent (10%) per annum (or the maximum rate allowable by law, whichever is lesser) until
paid; and 2) result in a late charge equal to 10% of the amount past due (to the extent permitted by law). Customer
agrees to pay Provider any late charges not later than thirty(30) days following the date that the original payment was
due. Payments shall not be refundable to Customer under any circumstances, including, without limitation,termination
of this Agreement. Customer also agrees to pay when due, taxes, if any, relating to this Agreement. Customer also
agrees that Provider has the right to estimate the sales taxes or yearly personal property taxes, if any, that shall be due
for the VCheck24 Services, and that Provider shall have the right to periodically assess the same against Customer, who
shall pay them on demand. Customer agrees that Customer's obligation to pay is unconditional and is not subject to any
reduction,set-off,defense,or counterclaim for any reason whatsoever.
4. OWNERSHIP OF APP: Customer is neither the owner of the VCheck24 App nor has title to the VCheck24 App. Customer
may not sell, transfer, assign, or reverse engineer the VCheck24 App, without the express prior written permission of
Provider. Customer may not attempt to alter or otherwise tamper with the VCheck24App. Customer agrees that it shall
at all times keep the VCheck24 App free from any legal process or lien whatsoever, and agrees to give Provider
immediate notice if any legal process or lien is asserted or made against the VCheck24 App.
5. OWNERSHIP OF DATA GENERATED BY APP:Customer's use of the VCheck24 App will generate certain data,including but
not limited to historic location tracking of Customer's Client(s). The parties agree that any and all such data is owned
exclusively by Provider. However,during the term of the Agreement and for a period of six(6)years thereafter,Provider
agrees to save such data and grant access to same to Customer upon request,provided that Provider has no obligation to
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save any data for a period of longer than six(6)years, or in accordance with applicable State and Federal data retention
laws,whichever is greater.
6. NON-DISCLOSURE OF PROPRIETARY INFORMATION: Customer acknowledges that it may obtain or have access to
confidential and proprietary information of Provider that is the sole and exclusive property of Provider or other entities
or persons affiliated with Provider in connection with the provision of the VCheck24 App and VCheck24 Services
described herein ("Proprietary Information") pursuant to the terms of this Agreement. Provided the Proprietary
Information is exempt from production under RCW 42.56.270 of the Washington Public Records Act (Chapter 42.56
RCW),Customer agrees to keep all such Proprietary Information confidential,to limit its use only in connection with the
terms of this Agreement and to protect it with at least the same level of protection that Customer affords its own
confidential and proprietary information. Without limiting the foregoing,Customer expressly agrees that Customer shall
treat as confidential and not disclose any of the Proprietary Information in any manner without reasonable prior written
notice to Provider. If Customer is required by applicable law or regulation or by legal process to disclose any Proprietary
Information,Customer agrees that it shall provide Provider with at least fourteen(14)days written notice of such request
to enable Provider to seek a protective order or other appropriate remedy prior to disclosure.Should this Agreement be
terminated for any reason whatsoever, Customer shall, at the option of Provider, either destroy or promptly deliver to
Provider all Proprietary Information,including all documents or other media containing Proprietary information,including
all copies, reproductions, summaries, analysis or extracts thereof, in the possession of Customer, and Customer shall
certify to Provider that Customer has done so. The obligation to keep the Proprietary Information confidential pursuant
to this Section 6 shall survive the expiration or termination of this Agreement.
7. NO WARRANTIES; CUSTOMER'S AUTHORITY; INDEMNITY BY CUSTOMER; PROVIDER IS ALLOWING ACCESS TO THE
VCHECK24 APP TO CUSTOMER"AS IS":
7.1. Notwithstanding anything to the contrary in this Agreement, PROVIDER MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY IN
CONNECTION WITH THIS AGREEMENT, VCheck24 SERVICES, VCHECK24 APP, Monitoring and Other Services
PROVIDED BY PROVIDER UNDER THIS AGREEMENT,AND USER INTERFACES TO MONITORING SERVICES PROVIDED
BY PROVIDER UNDER THIS AGREEMENT. Provider is not responsible for any injuries, damages, or losses to
Customer or to any other person or property,regardless of owner,caused by the misuse,improper activation,or
improper maintenance of the VCheck24 App and/or VCheck24 Services,or the failure to connect to or inability to
access the VCheck24 App and/or VCheck24 Services, or the failure to follow any instructions or abide by any
policies related to the VCheck24 App and/or VCheck24 Services, or the failure of the VCheck24 App and/or
VCheck24 Services to operate as anticipated,other than any such injuries,damages or losses caused by the gross
negligence or willful misconduct of Provider. Customer's sole remedy against Provider for any failure whatsoever
relating in any way to the use of the VCheck2 App and/or VCheck24 Services shall be limited to ensuring operability
of the VCheck24 App and/or VCheck24 Services, provided that any such failure of the VCheck24 App and/or
VCheck24 Services was not caused by any act or omission on the part of Customer. Provider shall under no
circumstances be liable for any injuries, damages (including but not limited to compensatory, consequential, or
special damages), attorneys' fees, costs, and/or expenses incurred by Customer directly or indirectly as a result of
the VCheck24 App and/or VCHeck24 Services, except to the extent caused by the gross negligence or willful
misconduct of Provider and except as otherwise provided by this Agreement. Notwithstanding anything to the
contrary in this Agreement,Provider shall not be liable for any loss, damage,detention,failure to perform, or delay
resulting from any cause whatsoever beyond Provider's reasonable control or resulting from a force majeure,
including, without limitation, fire, flood, strike, lockout, civil or military authority, insurrection, acts of terrorism,
war,embargo,power outages,downed cell sites,pandemic,internet connection problems or similar causes.
7.2. Customer acknowledges that the VCheck24 App and VCheck24 Services shall not prevent, nor are intended to
prevent, any Client of Customer from committing any harmful, tortious, or illegal acts. Customer further
acknowledges that it may be possible for a Client to remove the VCheck24 App by unauthorized means, and that
Provider expressly disclaims any liability for any harmful,tortious,or illegal acts committed by a Client of Customer
while using the VCheck24 App and/or VCheck24 Services, as well as any liability for any acts committed by a Client
of Customer who removes the VCheck24 App and subsequently engages in any harmful, tortious, or illegal acts.
Should any disclaimer or limit on liability for consequential damages set forth herein be found invalid under the laws
or policy of the State under which the terms of this Agreement are interpreted, then such consequential damages
shall be liquidated and shall equal $100 per consequential injury or loss. Customer acknowledges and agrees that
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use of the VCheck24 App and/or VCheck24 Services shall be reserved for those Clients of Customer who are
considered to be minimal flight risks and minimal risks for commission of crimes or torts against person or property.
Customer shall defend, indemnify and hold Provider, its officers, executives, directors, members, managers,
officials, employees, agents, and representatives harmless from any claims, injuries, damages, losses or suits,
including attorney's fees, arising out of or resulting from the acts, errors or omissions of the Customer in
performance of this Agreement,except for Injuries and damages caused by the sole negligence of the Provider. The
provisions of this Section 7.2 shall continue to be in force even after the expiration of the Term.
7.3.The Provider shall defend, indemnify and hold the Customer, its officers, officials, employees,agents and volunteers
(and their marital communities) harmless from any claims, injuries, damages, losses or suits, including attorney's
fees,arising out of or resulting from the acts,errors or omissions of the Provider in performance of this Agreement,
except for injuries and damages caused by the sole negligence of the Customer. Should a court of competent
jurisdiction determine this Agreement is subject to RCW 4.24.115 if liability for damages occurs arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent negligence of the Provider and
the Customer,its officers,officials,employees,agents and volunteers(and their marital communities)the Provider's
liability, including the duty and cost to defend, shall be only for the Provider's negligence. It is further specifically
understood that the indemnification provided constitutes the Provider's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated
by the parties. This section shall survive the expiration or termination of this Agreement.
8. DEFAULT AND REMEDIES:If Customer fails to make payments when due(including but not limited to any late charges),if
Customer breaches any provision of this Agreement,or if Customer becomes insolvent, assigns its assets for the benefit
of creditors, or enters, either voluntarily or involuntarily, into a bankruptcy proceeding, Customer shall be in default. In
the event of default,Provider can,in its sole discretion,(1)terminate this Agreement;and/or(2)lock Customer out of the
VCheck24 App. Furthermore, in the event of default by Customer, Provider may pursue any and all remedies allowed
under the law or in equity to recover any damages caused by such default (including but not limited to all past due
balances and late charges). All damages caused by any such default by Customer shall bear interest at the lesser of ten
(10%)percent per annum,or the maximum rate permitted by law.
9. CUSTOMER'S COMPLIANCE WITH ALL LAWS AND REGULATIONS:The parties hereto acknowledge that the tracking and
monitoring of a Client of Customer which is facilitated by this Agreement may be undertaken in conjunction with criminal
process against such Client, or that such Client of Customer has voluntarily undertaken to use the VCheck24 App in order
to satisfy a criminal conviction or plea agreement,to avoid incarceration, or any other reason. Customer represents and
warrants that in using the VCheck24 App and/or VCheck24 Services, it is in compliance with all applicable laws, including
but not limited to the Children's Online Privacy Protection Act's prohibition on the use of the VCheck24 App to monitor
children under the age of 13, and is not violating any rights of its Client(s).
10. MISCELLANEOUS PROVISIONS:
10.1.Assignment: Provider may at any time, without notifying Customer, sell, assign, or transfer Provider's rights,
benefits and obligations under this Agreement or Provider's ownership of the VCheck24 App;Customer agrees that
if Provider makes such assignment or sells the VCheck24 App, the assignee or buyer shall have the same rights,
benefits and obligations that Provider now has. The parties agree that any such sale,assignment or transfer of this
Agreement and/or the VCheck24 App by Provider or Provider's assignee or transferee shall not change the duties or
obligations of Provider or Customer under this Agreement.
10.2.Construction: The parties intend this Agreement to be a valid and legal document. This Agreement shall be
construed according to its fair meaning and not strictly for or against Provider or Customer, as if each of Provider
and Customer had prepared it.
10.3.No Waiver:The parties acknowledges and agrees that any delay or failure by a party to enforce its rights under this
Agreement does not prevent it from enforcing any rights at a later time.
10.4.Statute of limitations: Customer and Provider hereby agree to reduce the statute of limitation applicable to any
action for default or breach of this Agreement by either party,including for breach of warranty,to one(1)year after
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a cause of action accrues. For the avoidance of doubt,this Section 10.4 does not apply to any indemnity obligation
under this Agreement.
10.5.Controlling Law: It is understood and agreed this Agreement is entered into in the State of Washington. This
Agreement shall be governed by and construed under the laws of the United States, the State of Washington and
the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson
County, Washington between Jefferson County residents. No party shall argue or assert that any state law other
than Washington law applies to the governance or construction of this Agreement.
10.6. Jurisdiction and Venue: Should either party bring any legal action, each party in such action shall pay for its own
attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in
Jefferson County,Washington,subject to the venue provisions for actions against counties in RCW 36.01.050.
10.7.General Insurance Requirements:
a. Insurance coverage shall be evidenced by one of these methods:
i. Certificate of insurance;or,
H. Self-insurance through an irrevocable Letter of Credit from a qualified financial institution.
b. Any deductibles or self-insured retention shall be declared to and approved by the Customer before the
approval of this Agreement by the Customer. At the option of the Customer, the insurer shall reduce or eliminate
deductibles or self-insured retention, or the Provider shall procure a bond guaranteeing payment of losses and
related investigations,claim administration and defense expenses.
C. Failure of the Provider to take out or maintain any required insurance shall not relieve the Provider from
any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise
limit the obligations about indemnification of the Customer.
d. The Provider's insurers shall have no right of recovery or subrogation against the Customer, its officers,
officials,employees,agents and volunteers(and their marital communities),it being the intention of the parties that
the insurance policies so affected shall protect all the parties and shall be primary coverage for all losses covered by
the above described insurance.
e. Insurance companies issuing the Provider's insurance policy or policies shall have no recourse against the
Customer, its officers, officials, employees, agents and volunteers (and their marital communities) for payment of
any premiums or for assessments under any form of insurance policy.
f. All deductibles in the Provider's insurance policies shall be assumed by and be at the sole risk of the
Provider.
g. Any judgments for which the Customer may be liable, in excess of insured amounts required by this
Agreement,or any portion thereof, may be withheld from payment due,or to become due,to the Provider until the
Provider shall furnish additional security covering such judgment as may be determined by the Customer.
h. Any coverage for third party liability claims provided to the Customer by a "Risk Pool" created under Ch.
48.62 RCW shall be non-contributory regarding any insurance policy the Provider shall provide to comply with this
Agreement.
L The Customer may, upon the Provider's failure to comply with all provisions of this Agreement relating to
insurance,withhold payment or compensation otherwise due to the Provider.
j. The Provider shall provide a copy of all insurance policies specified in this Agreement.
1 /{1
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Provider's Initials mer's In tials
k. Written notice of cancellation or change in the Provider's insurance required by this Agreement shall
reference the project name and agreement number and shall be mailed to the Customer at the following address:
Jefferson Customer Risk Management,P.O.Box 1220,Port Townsend,WA 98368.
I. The Provider's liability insurance provisions shall be primary and noncontributory regarding any insurance or
self-insurance programs covering the Customer, its officers, officials, employees, agents and volunteers (and their
marital communities).
M. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided
to the Customer,its officers,officials,employees,agents and volunteers(and their marital communities).
n. The Provider's insurance shall apply separately to each insured against whom claim is made or suit is
brought,except regarding the limits of the insurer's liability.
o. The Provider shall include all sub Providers as insured under its insurance policies or shall furnish separate
certificates and endorsements for each sub Provider. All Insurance coverage for sub Providers shall be subject to all
the requirements stated in this Agreement. The insurance limits mandated for any insurance coverage required by
this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification.
P. The Provider shall maintain all required insurance policies in force from the time services commence until
services are completed. Certificates, insurance policies, and endorsements expiring before completion of services
shall be promptly replaced.
q. The Provider shall place insurance with insurers licensed to do business in the State of Washington and
having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to
meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers
licensed in the State of Washington.
r. Certificates of insurance as required by this Agreement shall be delivered to the Customer within fifteen
(15)days of execution of this Agreement.
S. The Customer shall be named as an "additional insured" on all Insurance policies required by this
Agreement.
t. The Provider shall furnish the Customer with properly executed certificates of insurance that,at a minimum,
shall include:
L The limits of overage;
H. The project name and agreement number to which it applies;
The certificate holder as Jefferson Customer, Washington and its elected officials, officers, and
employees with the address of Jefferson Customer Risk Management, P.O. Box 1220, Port
Townsend,WA 98368,and,
iv. A statement that the insurance policy shall not be canceled or allowed to expire except on thirty
(30)days prior written notice to the Customer.
U. To the extent a certificate of insurance lists or refers to any endorsements solely by name, description or
number it shall be the responsibility of the Provider to obtain and provide to the Jefferson Customer Risk
Management full and complete copy of the texts of such endorsements.
V. If the proof of Insurance or certificate indicating the Customer is an "additional insured" to an insurance
policy obtained by the Provider refers to an endorsement (by number or name)but does not provide the full text of
that endorsement, then it shall be the obligation of the Provider to obtain the full text of that endorsement and
forward that full text to the Customer.
Agency Agreement—Page 5 of 10
Provider's Initials is
10.8.Commercial General Liability:
a. The Provider shall maintain commercial general liability coverage on a form acceptable to Jefferson Customer
Risk Management for bodily injury, personal injury, and property damage, with a limits of not less than in the
amount of at least$2 million per occurrence,for bodily injury,Including death,and property damage.
b. The commercial general liability insurance coverage shall contain no limitations on the scope of the protection
provided and include the following minimum coverage:
i. Broad form property damage,with no employee exclusion;
ii. Personal injury liability,Including extended bodily injury;
iii. Broad form contractual/commercial liability, including completed operations and product liability
coverage;
iv. Premises—operations liability(M&C);
V. Independent Providers and sub Providers;and,
vi. Blanket contractual liability.
c. The Customer,its officers,officials,employees,agents and volunteers(and their marital communities)shall be
named as an additional insured party under this insurance policy.
10.9. Worker's Compensation (industrial Insurance): The Provider shall maintain workers' compensation
insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide
evidence of coverage to Jefferson Customer Risk Management, upon request. Worker's compensation insurance
covering all employees with limits meeting all state and federal laws.This coverage shall include Employer's Liability
with limits meeting all state and federal laws. This coverage shall extend to any sub Provider without their own
worker's compensation and employer's liability insurance. The Provider expressly waives by mutual negotiation all
immunity and limitations on liability, regarding the Customer, under any industrial insurance act, disability benefit
act, or other employee benefit act of any jurisdiction which would otherwise apply in the case of such claim. If the
Customer incurs any costs to enforce this subsection,all cost and fees shall be recoverable from the Provider.
10.10. Public Records Act: Notwithstanding any provisions of this Agreement to the contrary, to the extent any
record, including any electronic, audio,paper or other media, must be kept or indexed as a public record under the
Washington Public Records Act, Chapter 42.56 RCW (as may be amended), the Provider agrees to maintain all
records constituting public records and to produce or assist the Customer in producing such records,within the time
frames and parameters in state law. The Provider also agrees that upon receipt of any written public records
request,the Provider shall,within two business days,notify the Customer by providing a copy of the request per the
notice provisions of this Agreement. This Agreement,once executed,will be a"public record"subject to production
to a third party if it is requested under the Washington Public Records Act, Chapter 42.56 RCW (as may be
amended).
10.11. No Third Party Beneficiaries: This Agreement is intended for the exclusive benefit of Provider, Customer,
and their respective permitted assigns and is not intended and shall not be construed as conferring any benefit on
any third party,including but not limited to any Client of Customer,or the general public.
10.12. Pronouns:All pronouns shall be deemed to refer to the masculine,feminine or neutral,singular or plural,as
the identity of the person or entity to which reference is made may require.
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10.13. Severability:Whenever possible,each provision of this Agreement shall be interpreted in such manner as to
be valid under applicable law; but, if any provision of this Agreement shall be invalid or prohibited under applicable
law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
10.14. Headings:The headings used in this Agreement are for convenience only and shall not be used to limit or
construe the contents of any of the sections of this Agreement.
10,15. Notices: Notices to the parties hereto pursuant to this Agreement shall be given in writing and delivered by
depositing them in the custody of the United States Postal Service(USPS), postage prepaid, addressed as set forth
below for the respective parties. Alternatively, notice required pursuant to this Agreement may be personally
served in the same manner as Is applicable to civil judicial practice. Notice shall be deemed given as of the date of
personal service or three(3)days after the date of deposit of such written notice with USPS.
10.16. Entire Agreement:This Agreement constitutes the entire Agreement between the parties hereto and there
are no covenants, terms or conditions, express or implied, other than as set forth or referred to herein. This
Agreement supersedes all prior agreements between the parties hereto relating to all or part of the subject matter
herein. No party has made any representations, oral or written, modifying or contradicting the terms of this
Agreement. The parties may not amend,modify or cancel this Agreement except as provided herein or by a written
agreement signed by all parties to this Agreement. Customer also understands that only an officer of Provider is
authorized to make such amendments,modifications or cancelations.
10.17. Acknowledgment: The parties acknowledge that they have had an opportunity to fully examine this
Agreement and completely understand its terms, and that they approve the same including all of the terms and
conditions.
10.18. Signatures in Counterparts: This Agreement may be executed in one or more counterparts,each of which
shall be deemed an original,and all of which counterparts together shall constitute the same instrument which may
be sufficiently evidenced by one counterpart, Execution of this Agreement at different times and places by the
parties shall not affect the validity of this Agreement,so long as all the parties execute a counterpart of this
Agreement.
10.19. Facsimile and Electronic Signatures.The parties agree that facsimile and electronic signatures shall have the
same force and effect as original signatures.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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Provider's Initials &es ,.ds
11. AUTHORITY OF SIGNER. By signing below,the signer of this instrument on behalf of Customer certifies that he/she has
all proper authority to bind Customer hereto, pursuant to its Articles, Bylaws, statutory or other charter, ordinances,
laws,or any other rules governing such authority.
1N WITNESS WHEREOF, each of the parties has executed this Agreement as of the date and year first set forth above.
Provider: Customer:
ASCENTEC HOLDINGS LLC Agency Name:JEFFERSON COUNTY DISTRICT COURT
Address:PO Box 133,1241 Central Ave Address:1820 Jefferson St
City,State,Zip:Wilmette,IL,60091 City,State,Zip:Port Townsend WA 98368
Contact Phone No:303-818-3 Contact Phone No:360-385-9135
By: By:
Date: 2 � Date:
Printed Name:Mark Schlatter Printed Name:Kate Dean
Title:CEO Title:Chair,Board of County Commissioners
By: _
Date: —
Printed Name:Greg Brotherton
Title:Commissioner,Board of County Commissioners
By:
Date:___iT-_
Printed Name:Heidi Eisenhour
Title:Commissioner,Board of County Commissioners
SEAL:
Approved as to form only
ATTEST:
February 7,2024
Philip C.Hunsucker, Carolyn Galloway,CMC Date
Chief Civil Deputy Prosecutor Clerk of the Board
Agency AgTcemen1---Page 8 of 10
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® Check here if billing information is same as above Billing Information:
or enter billing information to the right:
Address:
City,State,Zip:
Billing Contact: Brian Gleason
Email: bgleason@co.iefferson.wa.us
Billing Phone No:360-385-9134
Billing FAX No:360-385-9367
Agency Agreement—Page 9 of IO
Provider's Initials customer's Initials
Schedule A:VCheck24 App and Services
VCHECK24 APP AND SERVICES
Active Client Rate: A per diem rate of$1.95 per day applies to each Active VCheck24 monitoring client that is activated.
Rate Guarantee:The rate set forth above is guaranteed for the initial Term, but is subject to change for any renewal Term, if
Provider provides notice of any such proposed change in rate to Customer at least thirty(30) days prior to the expiration of
the Term. Such increased rate shall become effective as of the renewal Term unless Customer provides notice of its intent to
terminate the Agreement as provided in Section 1 of this Agreement.
TRAINING OF AUTHORIZED PERSONNEL: Provider agrees that it shall provide Customer reasonably necessary training(at no
additional cost)for its authorized personnel who shall be monitoring Clients so that such personnel may properly use the user
interface for the purposes of monitoring Clients as set forth herein. Customer acknowledges that Customer's access to the
user interface shall generally be limited to password-controlled Internet access and that no software shall actually be
delivered to Customer. Customer shall bear all responsibility for providing its own computer hardware,software and internet
access meeting Provider's minimum requirements for access to the monitoring service.
CUSTOMER SUPPORT: As reasonably necessary, Provider shall provide customer service to Customer and update Customer
on any changes or updates to the VCheck24 App and overall operation of the monitoring system with respect to the VCheck24
App and accessories which may affect Customer's reasonable use thereof.
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Provider's Initials Customer' Initiate