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INMATE TELEPHONE SERVICES AGREEMENT
This Inmate Telephone Services Agreement ("Aqreementj is made by and between Inmate Calling
Solutions, LLC, d/b/a ICSolutions ("ICS"), having its principal place of business at 2200 Danbury Street,
San Antonio, TX 78217, and Clinton County, IL (the "County") having its principal address as set forth on
Exhibit A, attached hereto.
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1.
Term of Contract This Agreement shall commence upon .the date inmates within the County's
control begin placing telephone calls from the Equipment, which has been estimated to be April 1,
2017 (the "Cutover Date1 based on this Agreement being fully executed not less than 45 days prior
to such date and shall remain in force and effect for six (6) years from the Cutover Date. This
Agreement shall automatically renew for additional terms of one (1) year, each upon the same terms
and conditions as set forth herein, unless either party otherwise provides written notice to the other
party at least ninety (90) days prior to a scheduled renewal. Notwithstanding the foregoing, either
party may terminate this Agreement, based on a material, adverse economic change beyond such
party's reasonable control, with sixty (60) day's prior written notice. Upon termination of this
Agreement, County shall immediately cease the use of any Equipment provided hereunder.
2.
Equipment This Agreement applies to the provision of inmate telephone services by ICS using
Equipment either centrally located or within space provided by the County at each of the "Service
Locations" listed on Exhibit A, attached hereto. The term "Equipmenr is defined herein as telephone
sets, computer systems and software, all as more fully described on Exhibit B, attached hereto. All
Equipment shall be installed by properly trained personnel and in a good, workmanlike manner. Any
Equipment of ICS installed upon the premises owned, leased or otherwise under the supervision of
County, shall remain in all respects the property of ICS. JCS reserves the right to remove or relocate
any Equipment that is subjected to recurring vandalism or insufficient usage. ICS shall not exercise
such right of removal or relocation unreasonably and, in any case with at least thirty (30) days prior
notice to County. Upon removal of Equipment by ICS, ICS shall restore the premise to its original
condition, ordinary wear and tear excepted.
3.
Alteration and Attachments. County shall not make alterations or place any attachments to
Equipment and Equipment shall not be moved, removed, rendered inoperable or unusable, or made
inaccessible to inmates or users by County without the express written permission of ICS.
4.
Training. ICS shall provide on-site training plus internet-based training at no cost to County.
Additional training may be provided upon County's request based on availability of ICS.
5.
Call Rates. ICS shall provide collect calling services to End-Users, on both a pre-paid and postbilled basis, at the rates and charges set forth on Exhibit C, attached hereto. ICS reserves the right
to establish thresholds for the level of collect call credit to be allowed by the billed consumer. Rates
and charges may be subject to change based on an order or rule of a regulatory authority having
applicable jurisdiction.
6.
Commissions to County. ICS will install, operate and maintain Equipment at no charge to County.
ICS will pay County the commission amounts set forth on Exhibit D, attached hereto (collectively the
"Commissionsj, in consideration of the County granting ICS exclusive rights for the installation and
operation of Equipment servicing the Service Locations. No Commissions shall be paid to County on
amounts relating to taxes, regulatory surcharges such as universal service fund, or other fees and
charges not applicable to the billed calls.
ICS will pay Commissions to County on a monthly basis on or before the first business day occurring
45 days following the end of the month in which such Commissions are earned or accrued. Such
Commissions shall be sent to the address designated by County or wired to an account designated
in writing by County for such purpose.
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The parties agree that all financial consideration for services hereunder is predicated on the rates
and charges applicable at the time of execution and is, therefore, subject to adjustment based on
any changes that may be required by any law, rule, tariff, order or policy (any of which, a "Regulatory
Change") of, or governed by, a regulatory body having jurisdiction over the public communications
contemplated herein. In the event that a Regulatory Change affects such rates and charges, the
parties agree to enter into good faith negotiations to amend this Agreement in a manner that
provides sufficient consideration to ICS for ongoing services, as well as complies with the Regulatory
Change. If the parties cannot reach an agreement as to the amendment necessary within 30 days of
public notice of the Regulatory Change, then either party may terminate this Agreement with an
additional 60 days' prior written notice. In addition, Commission rates are predicated on County
maintaining an average daily inmate population consistent with the average of the three months
preceding the Cutover Date and having access to telephones materially consistent with industry
practice.
7.
County shall:
a. Advise ICS of any Services Location or related premise that has been closed.
b. Throughout the term of this Agreement, including any renewal terms, use ICS
as
its exclusive
provider for all matters relating .to inmate telecommunication services.
c.
Reasonably protect the Equipment against willful abuse and promptly report any damage,
service failure or hazardous conditions to ICS.
d. Provide necessary power and power source, at no cost to ICS, and an operating environment
with reasonable cooling consistent with general office use.
e. Provide suitable space and accessibility for inmates' use of telephone services.
f.
Permit ICS to display reasonable signs furnished by ICS and not affix or allow to be affixed any
other signs, equipment or information to the Equipment.
g. Permit reasonable access by res to County's Service Locations as reasonably necessary for
ICS to install, support and maintain the Equipment.
h. Comply with all federal, state and local statutes, rules, regulations, ordinances or codes
governing or applicable to the telephone services offered by ICS.
8.
Law and Venue. The domestic law of the State of Illinois shall govern the construction,
interpretation and performance of this Agreement and all transactions hereunder. All disputes
hereunder shall be resolved exclusively in state or federal jurisdictions located in Clinton County of
Illinois.
9.
Notices. Any notice or demand required hereunder shall be given or made by mail, postage prepaid,
addressed to the respective party at the address first set forth or referenced above unless otherwise
communicated in writing.
10.
Entire Agreement This Agreement constitutes the entire Agreement between the parties and may
not be modified or amended other than by a written instrument executed by both parties. Any orders
placed by County hereunder shall be incorporated herein by mutual consent of the parties and shall
supplement but not supersede the provisions of this Agreement · The County represents and
warrants that it has the legal authority to make decisions concerning the provisions of space for
telephones placed by ICS at the Service Locations covered by this Agreement and that ICS may rely
thereon. This Agreement supersedes any prior written or oral understanding between the parties.
•
(Clinton, IL)
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11.
Risk of Loss. ICS shall relieve County of all risk of loss or damage to Equipment during the periods
of transportation and installation of the Equipment. However, County shall be responsible for any
loss or damage to Equipment located on the premise caused by fault or negligence of County, its
employees or others under County's supervision.
12.
Default. In the event either 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 by the other party, then, in addition to all other rights and remedies at
law or in equity or otherwise, including recovering of attorney fees and court cost, the non-breaching
party shall have the right to cancel this Agreement without charge or liability. The waiver of any
default hereunder by either party shall not constitute, or be construed as, • a waiver of any
subsequent default.
13.
Assignment. This Agreement may be transferred or assigned, in whole or in part, by ICS to any
parent, successor, subsidiary, or affiliate of ICS. ICS may sub-contract any portion of its duties
hereunder provided, however, it shall remain at all times responsible for such sub-contracted duties.
This Agreement may otherwise only be transferred or assigned by a party with the written consent of
the other party, which consent shall not be unreasonably withheld or delayed.
14.
Relationship. The parties hereto are independent contractors and this Agreement shall not be
construed as a contract of agency or employment. Each party shall be solely responsible for
compliance with all laws, rules and regulations and payment of all wages, unemployment, social
security and any taxes applicable to such party's employees. Each party represents and warrants
that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its formation; (b) the execution, delivery and performance of this Agreement has been duly
authorized by all necessary corporate actions; and (c) its performance hereunder shall be in
compliance with applicable state and federal legal and regulatory requirements.
15.
Indemnification. Each party shall indemnify, defend and hold harmless the other party from and
against any and all claims, losses, injuries, or demands asserted by third parties (collectively
"Claims·) arising from the material breach, negligent acts or misconduct of such indemnifying party,
its agents or employees, in the performance of any of its obligations hereunder. Except for the
foregoing express indemnification,. each party shall bear its own liability and costs of defense for any
third party claims.
16.
Force Majeure. Either party may suspend all or part of its obligations hereunder and such party
shall not otherwise be held responsible for any damages, delays or performance failures caused by
acts of God, events of nature, civil disobedience, military action or similar events beyond the
reasonable control of such party.
17.
Severability. If any of the provisions of this Agreement shall be deemed invalid or unenforceable
under the laws of the applicable jurisdiction, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if
not containing the particular invalid or unenforceable provision or provisions, and the rights and
obligations of ICS and County shall be construed and enforced accordingly.
18.
Special ADA. ICS will install Equipment in accordance with the Americans with Disabilities Act and
any related federal, state and local regulations in effect at the time of installation. ICS shall make any
alterations to the Equipment as necessary for its correct operation and/or compliance with applicable
laws at no cost to County.
19.
Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, CONSEQUENTIAL,
SPECIAL OR PUNITNE DAMAGES REGARDLESS OF THE FORM OF ANY CLAIM, WHETHER
(Clinton, IL)
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IN CONTRACT OR IN TORT OR WHETHER FROM BREACH OF THIS AGREEMENT,
IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF
THE POSSIBILITY OF SUCH DAMAGES.
20.
Warranty. Subject to County's compliance with its obligations hereunder, Equipment shall be free
from defects in workmanship and material, shall conform to ICS' published specifications in effect on
the date of delivery or as otherwise proposed to County in writing, and shall not infringe any patent
or trademark. This warranty shall continue while Equipment is in operation at each Service Location.
County shall provide ICS with prompt written notification as to the specifics of any nonconformity or
defect and ICS shall have a commercially reasonable timeframe to investigate such nonconformity
or defect. As County's sole and exclusive remedy, JCS shall, at ICS' sole option and expense, either:
(a) correct any nonconformities or defects which substantially impair the functionality of the
Equipment in accordance with the aforesaid specifications; (b) use reasonable efforts to provide a
work-around for any reproducible nonconformities or defects which substanti,ally impair the
functionality of the Equipment in accordance with the aforesaid specifications; (c) replace such
nonconforming or defective Equipment; or (d) promptly refund any amounts paid to ICS by County
with respect to such nonconforming or defective Equipment upon ICS receipt of such nonconforming .
or defective Equipment. ICS does not warrant that the operation of the Equipment shall be
uninterrupted or error-free. No warranty is made with respect to the use of Equipment on or in connection with equipment or software not provided by ICS. Equipment may contain recycled,
refurbished or remanufactured parts which are equivalent to new parts. ICS makes no warranties or
representations that it will solve any problems or produce any specific results.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO OTHER EXPRESS OR IMPLIED
WARRANTIES AND ICS HEREBY DISCLAIMS ANY OTHER WARRANTIES INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR ANY PARTICULAR PURPOSE. THE FOREGOING SHALL BE THE SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO NONCONFORMING OR DEFECTIVE EQUIPMENT AND
SERVICES. NOTHING CONTAINED HEREIN SHALL OBLIGATE ICS TO ENHANCE OR MODIFY
THE SERVICES OR EQUIPMENT BEYOND THE SUBSTANTIAL FUNCTIONALITY INTIALLY
ACCEPTED BY FACILITY, WHICH ACCEPTANCE SHALL BE DEEMED TO HAVE OCURRED
UPON THE GENERATION OF CALL REVENUE.
21.
No Hire/No Solicit During the term of this Agreement, and for a period of six (6) months thereafter,
neither party shall solicit or hire the other party's employees, agents or representatives engaged by
such party to perform work relating to this Agreement, without the express written consent.of the
other party.
22.
Confidentiality. During the term of this Agreement, each party may disclose to the other certain
proprietary information including, without limitation, trade secrets, know how, software, source code,
techniques, Mure product plans, marketing plans, inventions, discoveries, improvements, financial
data, business strategies and the terms of this Agreement (collectively, "Confidential Information") of
a character identified by the disclosing party as confidential and that should reasonably have been
understood by recipient, because of legends or markings, the circumstances of disclosure or the
nature of the information itself, to be proprietary and confidential to the disclosing party. Each party
and each of its employees or consultants to whom disclosure is made shall hold all Confidential
Information in confidence, and shall not disclose such information to any third party or apply it to
uses other than in connection with the performance of this Agreement Each party shall use the
same degree of care that it utilizes to protect its own information of a similar nature, but in any event
not less than reasonable duty of care, to prevent the unauthorized use or disclosure of any
Confidential Information. A recipient may not alter, decompile, disassemble, reverse engineer, or
otherwise modify any Confidential Information received hereunder and the mingling of the
Confidential Information with information of the recipient shall not affect the confidential nature or
ownership of the same as provided hereunder. The obligations of this paragraph shall survive
termination of this Agreement for a period of three (3) years.
(Clinton, IL)
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This Agreement shall impose no obligation of confidentiality upon a recipient with respect to any
portion of the Confidential lnfonnation received hereunder which is: (a) now or hereafter, through no
unauthorized ac:t or failure to act on recipienfs part, becomes generally known or available; (b)
lawfully known to the recipient without an obligation of confidentiality at the time recipient receives
the same from the disclosing party, as evidenced by written records; (c) hereafter lawfully fumished
to the recipient by a third party without restriction on disclosure; or (d) independently developed by
the recipient without use of the disclosing party's Confidential Information.
Nothing in this Agreement shall prevent the receiving party from disclosing Confidential Information
to the extent the receiving party is legally compelled to do so by any governmental or judicial agency
having jurisdiction.
23.
License to Use Software. With respect to the Equipment provided under this Agreement, ICS
hereby grants to County a nontransferable, nonexclusive license to install, store, load, execute,
operate, utilize and display (collectively, "Use") the runtime ve~ions of the Enforcer® software in
performance of this Agreement including, where applicable to the purposes hereunder, such Use on
computers owned by County. Such license is specific to the County and Service Location(s) for
which the ICS Services are provided and may not be transferred other than through an authorized
assignment of this Agreement Upon the termination hereof, this license and all rights of County to
Use the Enforcer® software will expire and terminate. County will not transform, decompile, reverse
engineer, disassemble or in any way modify any of the Enforcer® software or otherwise determine or
attempt to determine source code from executable code of any elements of the Enforcer® software.
24.
Third Party Software. Third-party software licenses may be contained in certain software induded
with equipment and may therefore require a click-through acceptance by any users. Such software
licenses are incorporated herein by reference and can be made available upon request
25.
Taxes. Except as expressly provided for herein, each party shall bear responsibDity for its own taxes
and such other costs and expenses arising in connection with the performance of their respective
obligations hereunder.
26.
Insurance. At all times during the Term of this Agreement, ICS shall maintain in effect the following
types and amounts of insurance:
a. General Liability Insurance: $1,000,000 per occurrence; $1,000,000 personal injury; $2,000,000
general aggregate; $2,000,000 products/completed operations.
b. Commercial Automobile Liability: $1,000,000 Combined Single Limit.
c. Workers' Compensation: ICS shall comply with all workers' compensation requirements for the
jurisdictions in which employees/representatives perform applicable duties.
ICS shall provide certificates evidencing the above coverage amounts upon request from County.
{Remainder of page intentionally le'ft blank. Signature page and Exhibits follow.}
(Clinton, IL)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
representatives on the dates set forth below, and represent and warrant that they have full authority to
execute this Agreement on behalf of their respective parties:
Inmate Calling Solutions, LLC
Clinton County, IL
&tlrdtt!Ul-
(Sign ture
::OOEIVt> A-N
(Printed Name)
Ph lti>1 J
(:!]~ fta.. u -e-
U1a- ~esr:bQrJt
(Title}
(Dale)
~ l~~ In
(Clinton, IL)
(Title}
(Date}
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Exhibit A - County Addresses
Principle Business Address (used for all notices hereunder):
Clinton County Sheriff's Office
810 Franklin Street
Carlyle, IL 62231
Facilities & Service Locations:
Facility Name
Service Locations
Clinton County Jail
(ADP 60)
810 Franklin Street
Carlyle, IL 62231
Equipment to be shipped to:
Clinton County Jail
810 Franklin Street
Carlyle, IL 62231
Commissions to be paid to:
Clinton County Sheriff's Office
810 Franklin Street
Carlyle, IL 62231
(Clinton, IL)
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Exhibit B - Equipment
Centralized Enforcer® Call Processing, including the following:
•
•
•
•
•
•
•
•
•
•
12 x Inmate Telephones
1 x Enrollment Phone in Booking
1 x Inmate Phone in Booking offering Free Calling
1 x Phone in Jail Lobby offer Free Local Calling
5 x Visitation Phone Sets... ... ... Monitored & Recorded
1 x New TDD\TTY Units
1 x New Workstation & Printer
Unlimited Enforcer® User licenses
Interface to JMS platform
o Automated Inmate ID\Pin Updates
The Enforcer® Investigative Suite
o The VerifierSM - Biometric Inmate Identity Verification
o Data Detective5 M - Data Mining & Link Analysis
•
The Enforcer® IVR Suite
o The lnformer5"1 - PREA Module
o The CommunicatorM - Inmate Request Portal
•
Interface to Stellar Banking & Commissary
•
o Automated PIN-Based Debit Calling
o Over-the-Phone Commissary Ordering
Inmate Voicemail
o
(Clinton, IL}
The AttendantsM - Informational IVR
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Exhibit C - Rates & Charges
The following rates apply to calls from all ~ervice Locations:
Local
Intrastate/IntraLATA
Intrastate/InterLATA
Interstate
Intrastate IntraLATA
Intrastate/InterLATA
Interstate
International
NOTES: Domestic interstate rates apply for calls to U.S. territories including American Samoa, Guam,
Northern Mariana Islands, Puerto Rico and US. Virgin Islands. All non-U.S. destinations are rated as
international.
Call rates shown do not include local, county, state and federal taxes, regulatory fees and billing fees.
Billing Fees:
Payment Processing Fee (Live Agent) .............................................•... $5.95
Payment Processing Fee (JVR or Internet) ........................................... $3.00
Bill Statement Fee ........................................................................... $2.00
Inmate Voicemail: Per inbound message (revenue share applies-see Exhibit D) ......... $1.00
(All other fees free or waived)
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Exhibit D - Commissions
ICS shall pay to County a Commission of 51.1% of the gross call revenue for all call types generated
from County's Service Locations. In addition, ICS shall make available to County a one-time technology
grant of $25,000 to be use by County for any purpose related to its administration of the facility or
services hereunder.
ICS shall also pay to County a Commission of 50% of the gross call revenue for all service fees
collected with respect to Inmate Voicemail.
Commission amounts payable hereunder shall be subject to a minimum annual guarantee ("MAG") of
$20,000. Actual earned Commissions shall be reconciled annually against the MAG and any shortfall
paid to County within 30 days of the end of each Term year.
Note:
Commissions shall be made payable and sent to the address so designated on Exhibit A to this Agreement.
(Clinton, IL)
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