Groups in several states are drawing increased attention to the high cost of jail and prison phone rates, and pushing to reduce or eliminate such charges. HRDC, the publisher of PLN, has been a leader in this movement since 1992 and founded the Prison Phone ...
IA Scott County - GTL contract 2014-2019
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CONFIDENTIAL Global Tel*Link Corporation GLOBAL TEL*LINK CORPORATION 12021 Sunset Hills Road. Ste 100 Reston. Virginia 20190 Tel. 703-955-3915 Fax 703-435-0980 Web http://www.globaltellink.com INMATE TELEPHONE SERVICE AGREEMENT This Inmate Telephone Service Agreement ("Agreement") is made by and between Global Tel'Link Corporation, having its principal place of business at 12021 Sunset Hills Road, Reston, VA 20190 ("Company") and Scott County, Iowa, with an address at 600 West 41" Street, Davenport, IA 52801 ("Premise Provider"). WHEREAS, the Premise Provider previously entered into an Inmate Telephone, Inc. Vending Agreement dated November 3, 2004, as amended, with Inmate Telephone, Inc. ("Original Agreement"). Upon execution of this Agreement, the Original Agreement shall be automatically terminated. 1. Term. This Agreement shall be in effect for five (5) years, commencing on February 5, 2014. Commission calculations shall begin as of the first date of documented operation and first call completion. Unless either party notifies the other in writing of its intention not to renew this Agreement at least ninety (90) days from the end of the original or any renewal term, this Agreement shall automatically renew for consecutive three (3) year terms. 2. Equipment. This Agreement applies to the installation, management, operation and maintenance of inmate telephones, enclosures, and related equipment furnished by the Company as listed on Exhibit A at the time of execution of the Agreement or during the term of this Agreement, whether existing, newly installed or renovated, located at: 600 West 4~ Street, Davenport, IA 52801 (Facility) and all other facilities under the control of Premise Provider. The term "Equipment" is defined herein as the inmate telephone set(s) and related equipment, including but not limited to guard posts, concrete pads, mast poles, and site preparation. Where guard posts, concrete pads, enclosures, pedestals, bumper pads, or other property of the Company are installed upon the premises owned or controlled by Premise Provider or any of its agencies or affiliates, such property shall remain in all respects that of the Company. The Company reserves the right to remove or relocate equipment which is subjected to recurring vandalism or insufficient traffic and/or revenue to warrant the continuation of service. The Company shall not exercise such a right of removal or relocation unreasonably. The Company will notify the Premise Provider in writing of its intention to remove or relocate prior to such action. Upon removal of equipment by the Company, the Company shall restore said premise to its original condition, ordinary wear and tear excepted. However, the Company shall not be liable for holes placed in walls, pillars, or floors or other conditions on the premises which resulted from the proper installation of equipment described herein. The Premise Provider may not make alterations or attachments to the Equipment provided under this agreement, unless otherwise mutually agreed upon by all parties. 3. Services. At no cost to the Premise Provider, the Company shall provide all management services necessary to implement this Agreement; and shall be responsible for furnishing, installing, repairing and servicing the Equipment; the establishment (if and to the extent required by the Company) and compliance with all tariffs and all rules, regulations, orders and policies of federal and state regulatory authorities applicable to the payphone and automated operator services provided by the Company; the establishment and maintenance of all billing and payment arrangements with the local and interexchange carriers; the processing of all telephone call records; the performance (alone or through others) of all validation, billing, outclearing and collection services; and the handling of all billing and other inquiries, Page 1 Inmate Telephone Service Agreement CONFIDENTIAL Global Tel*Link Corporation fraud control, and all other services essential to the performance of the Company's obligations under this Agreement. The Company reserves the right to control unbillables, bad debt and fraud. Compensation. Remuneration shall be forty-five percent (45%) of the gross revenue billed or prepaid for all phones covered by this Agreement. Gross Revenue shall mean all revenue generated by every completed local, intralata and interlata calls that are accepted by an end user and billed via a local exchange carrier or prepaid to Company. Gross revenue on which monthly commission will be paid does not include: (i) taxes and tax-related surcharges; (ii) credits; (iii) account transaction fees; (iv) interstate calls and (v) any amount Company collects for, or pays to, third parties, including but not limited to payments in support of statutory or regulatory programs mandated by governmental or quasigovernmental authorities, such as the Federal Universal Service Fee, and any costs incurred by Company in connection with such programs. Payments shall be paid monthly. All commission payments shall be considered final and binding upon the Premise Provider unless written objection is received by the Company in accordance with Section 1Owithin sixty (60) days of receipt of commission payment by the premise provider. Company agrees to provide, at no cost, annual maintenance and support of its current offender management system. Company agrees to provide to the Premise Provider, at no cost, all hardware, software and training associated with the upgrade of the Inmate Telephone System (ITS). Company will also provide to Premise provider, at no cost, any future ITS software upgrades and training. Commission payments will be delivered to the address listed in this Section, which may be changed by Premise Provider from time to time upon notice to Company in accordance with terms of the notice provision of this Agreement. Scott Coun~, Iowa 600 West 4 Street Davenport, IA 52801 5. Rates. The telephone rate structure and surcharge rates shall not exceed the maximum rates as authorized by the state's telecommunication regulatory authority and the Federal Communications Commission (FCC). Any rate changes mandated by the state/local regulatory authority and/or the FCC which adversely affect this Agreement shall entitle the Company to, at its option, renegotiate or cancel this Agreement in accordance with Paragraph 18 below. Rates are attached to this Agreement as Exhibit B. 6. Records & Confidentiality. The Company shall maintain records sufficient to permit proper determination of funds due the Premise Provider. Such records shall be made available to the Premise Provider for review upon request. From the date this Agreement is signed by both parties until three (3) years after the expiration or earlier termination of the Agreement, the parties shall keep confidential the terms of this Agreement and of the response of Company to any request for proposal that led to this Agreement. Each party shall also keep confidential any information it learns about the other's business or operations during its performance under this Agreement. The parties may make disclosures to employees, shareholders, agents, attorneys and accountants (collectively, "Agents") as required to perform their obligations hereunder, provided, however, that the parties shall cause all Agents to honor the provisions of this Section. The parties may also make disclosures as required by law as long as, before any disclosure, the party subject to the disclosure requirement promptly notifies the other party of the requirement and allows the other party the opportunity to oppose the disclosure. Neither party will be obligated to keep confidential the other's information to the extent it was known to that party prior to the date of this Agreement without any obligation or request for confidentiality, is or becomes publicly known through no wrongful act of the party, is rightfully received from a third party who has no confidentiality obligation with respect to the information, or is developed independently by the party (and this can be verified). Page 2 Inmate Telephone Service Agreement Global Tel*Link Corporation CONFIDENTIAL The revenue payment and reporting cycle will be a maximum of 45 days following the end of the previous month. Both summary and detail reports will be provided. The original reports and payment will be mailed directly to the Premise Provider. The following information will be provided for each location by telephone number: • • • • Total Total Type Total Calls minutes of use of call usage revenue 7. Further Assurances. During the term of this Agreement, including any renewal period(s), Premise Provider agrees to: (a) Reasonably protect the Equipment against willful abuse and promptly report any damage, service failure or hazardous conditions to the Company. (b) Provide, at its expense, necessary power and power source, and provide suitable space, accessible to the users. (c) Permit reasonable access to its respective facilities without charge or prejudice to Company employees or representatives, patrons, or consignees. (d) Premise Provider represents and warrants that it has legal authority to enter into this Agreement and to make all decisions concerning the providing of space and the installation and use of the Equipment at the Facility; and agrees that during the term of this Agreement, including any renewal period(s), the Company shall have the exclusive right to provide inmate and/or payphone service at the Facility provided, however, that the Company may choose not to exercise this exclusive right. (e) During the term of this agreement, Premise Provider agrees it will not allow other pay telephones or inmate telephones to either remain or be installed at the facility's property. This is to include any additional inmate telephones required to facilitate Premise Provider's expansion at its present or future location(s) during the term of this Agreement and any extensions of this Agreement. (f) Stipulate that Company has no responsibility to advise Premise Provider with respect to any law, regulation, or guideline that may govern or control telephone call recordation or monitoring by Premise Provider, or compliance therewith. Premise Provider has its own legal counsel to advise it concerning any and all such law, regulation, or guideline, and compliance therewith, and makes its own determination on when and how to use the inmate call monitoring and recording capabilities supplied through this Agreement. Company disclaims any responsibility to provide, and in fact has not provided, Premise Provider any legal advice concerning such applicable law, regulation, or guideline, or compliance therewith. Premise Provider agrees to indemnify, defend, and hold Company harmless from any liability, claims, suits, proceedings, damages, costs, and expenses (including attorney's fees) relating to any claims made against Company arising out of failure of Premise Provider (or the Company at the direction of the Premise Provider) to comply with such law, regulation or guideline. (g) Acknowledge that all call detail records (CDRs) and call recordings contained in the inmate telephone system equipment provided by Company to Premise Provider are the exclusive property of the Premise Provider for the term of this Agreement and any resulting extensions of this Agreement; provided, however, that Company shall have the right to use the CDRs and recordings to respond to legal requests, to provide the services under this Agreement, and for other lawful business purposes. 8. Title. Title to Equipment hereunder shall be and at all times remain in the Company. Page 3 Inmate Telephone Service Agreement Global Tel*Link Corporation CONFIDENTIAL 9. Relocation. Equipment shall not be disconnected or moved by Premise Provider from the location in which it is installed. By agreement of all parties, installed Equipment may be relocated by the Company. 10. Notices. Any notice, demand, request, approval or other communication (a "notice") which, under the terms of this Agreement or by law, must or may be given by either party, must be in writing, and must be given by personally delivering or mailing the same by registered or certified mail, return receipt requested, to the respective parties as follows: To Company: Global Tel'Link Corporation 12021 Sunset Hills Road Suite 100 Reston, Virginia 20190 Phone: (703) 955-3915 Fax: (703) 435-0980 ATTN: Legal Department To Premise Provider: Scott County, Iowa 1 600 West 4 " Street Davenport, IA 52801 Phone: (563) 326-8711 Fax: (563) 326-8266 ATTN: Sheriff 11. Governing Law. The construction, interpretation and performance of this agreement and all transactions under it shall be governed by the domestic laws of the State of Iowa. 12. Indemnification & Consequential Damages. Each party shall indemnify the other from any loss, cost, damage, expense, or liability arising out of the performance of this Agreement and caused, in whole or in part, by the acts or omissions, negligence or fault, of the indemnifying party, except to the extent such loss, cost, damage, expense, or liability arises from the acts of omissions, negligence or fault of the other party; provided, however, that the Company shall not be liable for interruption of telephone service from any cause. Neither party hereunder shall be liable to the other for any consequential or indirect loss, including but not limited to loss of profits, telephone or business interruption, howsoever caused and even if due to the negligence, breach of contract or other fault of the respective parties. Company's liability under this Contract shall in no event exceed the total Contract value or $500,000, whichever is lesser. 13. Risk of Loss. The Company and its insurers, if any, shall relieve Premise Provider of all risks of loss or damage to the Equipment during the periods of transportation, installation and operation of the Equipment. However, Premise Provider shall be responsible for loss or damage to Equipment in its possession caused by fault or negligence of Premise Provider or its employees. 14. Default. In the event any party shall be in breach or default of any terms, conditions, or covenants of this agreement and such breach or default shall continue for a period of thirty (30) days after the giving of written notice thereof to any party by the other, then in addition to all other rights and remedies of law or equity or otherwise, the offended party shall have the right to cancel this agreement without charge of liability. 15. Assignment. This agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns, including any new administration or head of Premise Provider; provided, however, that neither party shall assign this Agreement or any interest herein without the other's prior written consent, except that the Company shall have the right to assign this Agreement or any interest herein at any time to any parent, successor, subsidiary, or affiliate of the Company without the consent of the Premise Provider. 16. Independent Contractor. The Company acknowledges that it is an independent contractor and that nothing contained in this Agreement or the relationship of the parties is intended to or shall create a partnership or joint venture or agency relationship of any kind between the parties. This agreement shall not be constructed as a contract of agency or employment. Company shall be solely responsible and liable for compliance with all laws, rules and regulations and payment of all wages, unemployment, social Page 4 Inmate Telephone Service Agreement Global Tel*Link Corporation CONFIDENTIAL security and other payroll taxes relating to Company's employees including contribution from such persons, when required by law. 17. Solicitation. The Premise Provider acknowledges that no officer or employee of the Company has been employed, induced, or directed by Premise Provider to solicit or secure this agreement with the Company upon agreement, offer, understanding, or implication involving any form of remuneration whatsoever. Premise Provider agrees, in the event of an allegation of substance (the determination of which will be solely made by the Company) that there has been a violation hereof, Premise Provider will cooperate in every reasonable manner with the Company in establishing whether the allegation is true. Notwithstanding any provisions of this agreement to the contrary, if a violation of this provision is found to have occurred and is deemed material by the Company, the Company may terminate this agreement. 18. Force Majeure. Neither party to this Agreement shall be responsible or liable to the other for delays or inability to act or perform their obligations under this contract due to circumstances, events or acts of others beyond their reasonable control, including, but not limited to, acts of God, fire, flood, storm, hurricane, tornado, theft of equipment, or changes in regulatory rules or regulations affecting the·ability of either party to reasonably carry out its obligations under this Agreement. It is agreed and understood that this Agreement will be subject to termination by either party upon sixty (60) days notice to the other should there be imposed upon Premise Provider or Company any rule or regulation by any state, federal or local regulatory agency which would substantially adversely affect the operation of the equipment or service provided hereunder. 19. Dispute Resolution. Premise Provider and Company agree that any disputes or claims arising under this Agreement shall be resolved through alternative dispute resolution means in the following manner: (a) Initially, the parties shall engage in non-binding mediation. Mediation shall be held in Reston, Virginia, USA. The mediator shall be jointly appointed by the parties and shall have expertise in commercial dispute resolution. (b) In the event the dispute or claim is not satisfactorily resolved through mediation within ninety (90) days of notice of such claim or dispute by a party, the parties agree to submit such dispute or claim to binding arbitration. Arbitration shall be held in Reston, Virginia, USA. If Premise Provider is a foreign (non-US) corporation and delivery of the goods under this agreement is to a foreign (non-US) destination, then the commercial arbitration rules of the International Chamber of Commerce shall apply. In all other instances the commercial arbitration rules of the American Arbitration Association shall apply. Any judgment, decision or award by the arbitrators shall be final and binding on the parties and may be enforced in any court having jurisdiction over a party against whom any such judgment, decision or award is to be enforced. The parties specifically and knowingly waive any rights under State or Federal constitutions or statutes which grant a party the right to trial by jury for any claims that might arise under this agreement or which purports to give a party the right to appeal an arbitrator's judgment, decision or award. (c) The parties shall bear their own costs and expenses (including attorney's fees) for any mediation or arbitration, unless otherwise directed by the mediator or arbitrator. 20. Survival. Upon the expiration or earlier termination of the term of this Agreement, the parties shall have no further obligations to each other, except as specifically provided in a written agreement, duly executed by the parties. Notwithstanding the foregoing, Sections 7(1), 8, 9, 11, and 12 shall survive the expiration or earlier termination of this Agreement, and neither party will be released from any liability arising from any breach or violation by that party of the terms of this Agreement prior to the expiration or termination. 21. Entire Agreement. This Agreement constitutes the entire agreement between the Premise Provider and the Company and supersedes all other agreements between the parties pertaining to the subject matter hereof. Page 5 Inmate Telephone Service Agreement Global Tel*Link Corporation CONFIDENTIAL 22. Amendment. No course of dealing between the parties, their employees, agents or representatives, shall vary any of the terms hereof. This Agreement may be modified, amended, or supplemented only by a written agreement executed by the parties. 23. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which shall be one and the same contract. 24. PREA Company will comply with the Prison Rape Elimination Act (Federal Law 42 U.S.C.15601 ET. Seq.), and with all applicable PREA Standards, Scott County Sheriff's Department Policies related to PREA and Scott County Sheriff's Department Standards related to PREA for preventing, detecting, monitoring, investigating, and eradicating any form of sexual abuse within Scott County Sheriff's Department Facilities/Programs/Offices owned, operated or contracted. Company acknowledges that, in addition to "self-monitoring requirements" Scott County Sheriff's Department will conduct announced or unannounced, compliance monitoring to include "on-site" monitoring. Failure to comply with PREA, including PREA Standards and Scott County Sheriff's Department Policies may result in termination of the contract. 25. Hold Harmless Company, having acknowledged and received valuable consideration, does hereby agree to indemnify, defend, and hold harmless Scott County, Iowa, and the Scott County Sheriff's Office, and its employees, agents, officers and representatives, from any liability, indebtedness, or claim of any kind or nature, arising from or related to collecting commission on local interstate phone calls. (Signature Page Follows] Page 6 Inmate Telephone Service Agreement Global Tel* Link Corporation CONFIDENTIAL IN WITNESS W!REq F, the foregoing Agreement has been executed by the parties hereto, this _ day of 2014. WXJ.fC,r.1 Company , 21 rh Premise Provider Global Tel*Link Corporation Signature Name: Jeffrey B. Haidinger Title: President & COO Page 7 I nmate Telephone Service Agreem ent Global Tel*Link Corporation CONFIDENTIAL Exhibit A Facility Name and Address: Scott County, Iowa, 600 W. 4th Street, Davenport, Iowa 52801 Actual on-site equipment: The installation of software and/or hardware on Company provided Equipment is not approved. System conditions can change and become unstable with the addition of software other than that installed by the Company. The Company does not warranty, troubleshoot, or maintain any system that contains software installed by a third party. The Company assumes no liability for any data stored on the Equipment which is not directly related to the Services provided under this Agreement. Company also does not furnish, maintain or provide consumables for peripheral equipment associated with the Inmate Telephone System. Consumables consist of items such as printer paper, cassette tapes, compact disks, etc. List of On Site Equipment and Services of Company 1. ICMv Inmate Telephone Platform with online storage for 365 Days, 2. Nexidia® word search application 3. BNA 4. AdvancePay® prepaid calling options. 5. Prepaid Calling Cards to be sold thru Turnkey Commissary 6. PIN Interface to the existing OSI OMS System Page 8 Inmate Telephone Service Agreement Global Tel*Link Corporation CONFIDENTIAL Exhibit 8 Call Rates and Fees Debit and Prepaid Call Rates and Duration Call Type Local, lnterlata, lntralata, Interstate International Surcharge Per Minute Rate Call Duration $0 $2.00 $0.20 $0.50 15 Minutes 15 Minutes Surcharge Per Minute Rate Call Duration $0 $2.00 $0.25 $0.50 15 Minutes 15 Minutes Collect Call Rates Call Type Local, lnterlata, lntralata, Interstate International Page 9 Inmate Telephone Service Agreement Global Tel"' Link Corporation CONFIDENTIAL 12021 Sunset Hills Road . Ste 100 Reston . V1rgin1a 20190 Tel 703-955 -3915 Fax 703-435-0980 Web http://www.globaltellink.com LETTER OF AGENCY TO WHOM IT MAY CONCERN : WE HAVE ENTERED INTO AN AGREEMENT WITH GLOBAL TEL*LINK CORP., PRIVATE PAY PHONE VENDOR, TO ACT AS OUR COMMUNICATIONS REPRESENTATIVE WITH: - - -- - - -- - - - - - - - ( L OCAL EXCHANGE CARRIER) FOR OUR TELECOMMUNICATIONS SERVICE LOCATED AT (EXACT ADDRESS(ES) OF JAIL FACILITY(IES): UNDER THE TERMS OF THIS AGREEMENT AND BY THIS LETTER, WE DO HEREBY AUTHORIZE GLOBAL TEL*LINK CORP. TO DO THE FOLLOWING: (X) REQUEST DISCONNECTION OF EXISTING COIN/INMATE TELEPHONES (X) INSTALL PHONES ON THEIR OWN BEHALF THIS A ORIZATION D ? ES W EM ECESSARY f T PRECLUDE OUR ABILITY TO ACT IN OUR OWN BEHALF WHEN ~ AUTHORIZED SIGNATURE Dennis Cf) naroL BUSINESS TELEPHONE Page 10 Inmate Telephone Service Agreement AMENDMENT #1 TO AGREEMENT FOR CONIRACT SERVICES THIS AMENDMENT 1 ("Amendment 1") dated as of the date signed by all the parties listed in this preamble, shall amend and revise that certain Agreement for Contract Services (the "Agreement''), entered into on March 27, 2014 by and between Global Tel*Link Corporation, having its principal place of business at 12021 Sunset Hills Road, Reston, Virginia 20190 ("Company''), and Scott County, a political subdivision of the State of Iowa, with an address of 600 West 4th Street, Davenport, Iowa 52801 ("County''). Company and County may be referred to herein individually as the "Party'' or collectively as the "Parties." All capitalized terms not defmed herein shall have the definitions set forth in the Agreement. WHEREAS, the Parties have agreed to certain changes to the Agreement, as further provided below. NOW THEREFORE, in consideration of the promises and covenants set forth in this amendment, and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties' signatures, the Parties agree as follows: 1. The following replaces Exhibit B to Agreement for Contract Services: Exhibit B Scott County IA Call Rates Debit and Prepaid Call Rates and Duration Call'fYpe Local* lnterlata, lntralata, Interstate International Surcban!e $2.25 Per Minute Rate $0.00 Call Duration IS Minutes so $0.20 $0.50 15 Minutes 15 Minutes Surcba"'e $2.25 Per Minute Rate Call Duration 15Mlnutes so S0.25 15 Minutes 15 Minutes $2.00 Colleet Call Rates CaUTvne Local* lnterlata, lntralata, Interstate lnternational $2.00 so.oo so.so *Local Calls are a Flat Rate of $2.25 plus tax= $2.40 2. Except as set forth above, there are no other revisions or amendments to the Agreement or to the obligations of Company or County. 3. In the event of any inconsistencies between the terms and conditions contained in the Agreement and the terms and conditions contained herein, the terms and conditions contained herein shall control. Signature Page Follows IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed this Amendment as of the last date provided below. Title: Sheriff Date:~/ 9,A'y 2