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2011-2012 What County WA Contract with Legacy Communications

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Whatcom County
Contract No.



Originating Department:

Whatcom County Sheriff/Corrections Bureau

Contract Administrator:

Karen Walker, Adm Coordinator

Contractor's / Agency Name:

Legacy Inmate Communications

Is this a New Contract?
Yes x
No - Is this a grant agreement?
Yes - - No x -


If not, is this an Amendment or Renewal to an Existing Contract?
Yes - - No - If yes, previous number(s):
If yes, grantor agency contract number(s)


Is this contract grant funded?
Yes - - No x
If yes, associated Whatcom County grant contract number(s)
Is this contract the result of a RFP or Bid process?
Yes -x - No - If yes, RFP and Bid number(s) _11-83
Is this contract excluded from E-Verify? No _ _
If yes, indicate qualified exclusion(s) below:
Contract less than $100,000.
Work is for less than 120 days
Interlocal Agreement (between Govt.)



Cost Center: 118000

If no, include Attachment D Contractor Declaration

_X_Professional services agreement for certified/licensed professional
Contract for Commercial off the shelf items (COTS)
Public Works Dept. - Local AgencylFederally Funded FHWA

Contract Amount:(sum of orig contract amt and any prior

Ifa Professional Services Agreement is more than $15,000 or a Bid is
more than $35,000, please submit an Agenda Bill for Council approval
and a supporting memo. Any amendment that provides either a 10%
increase in amount or more than $10,000, whichever is greater, must
Revenue generating agreement
also go to Council and will need an agenda bill and supporting memo. If
less than these thresholds, just submit to Executive with supporting
memo for approval.
Scope of Services: [Insert language from contract (Exhibit A) or summarize; expand space as necessary]
Legacy Inmate Communications was awarded the bid for Inmate Telephone services for 2012. Legacy agrees to pay the County
seventy percent (70%) of all billed and collected automated "collect" operator service traffic and prepaid "collect" service. An
additional signing bonus of twenty thousand dollars ($20,000) will be issued to the County thirty (30) days post installation of
Legacy's services.
Term of Contract: 3 years


Contract Routmg Steps & Signoff: [Sign or mltIal]
1. Prepared by
kw_ _ _ _ _ __
2. Attorney reviewed
3. AS Finance reviewe-d-:--/L.-k,--=-n--J--;:;:r-----4. IT reviewed if IT related _ _ _ _ _ __
5. Corrections made _ . . - - - - - - - - - 6. Attorney signof0-1A?=~(f'1....J-='!L·_ _ _ __
7. Contractor signed --::--:c:::--,/''''------8. Submitted to Exec Office
9. Reviewed by DCA _ _ _ _ _ _ _ __
10. Council approved (if necessary) _ _ __
II. Executive signed
12. Contractor Original Returned to dept. ~
13. County Original to Council

Expiration Date: 3 years from time of signature
[mdlcate date transmitted]
Date_11115111 __ [electronic]
Date I z /5/11
[electronic] hard copy printed
Date I J -/l '~),1
Date /.J. -I-II
Date /.:1..- S--II
[summary via electronic; hardcopies]
Date_ _ _ _ __
Date _ _ _--=-__
Date /;1.. 16' I(
/Z -/3 .- Lf
Date (2. -(3-1/

Last Revised 6/9/11


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Telephone System Agreement
This Agreement is made this the 13d day of j) ~
, 2011, by and between Legacy
Inmate Communications a dba of Legacy Long Distance International, Inc. ("Legacy" or "the Company")
with principal offices at 10833 Valley View Street - Suite 150, Cypress, CA 90630 and Whatcom County
with principal offices located at Whatcom County Public Safety Building, 311 Grand Avenue,
Bellingham Washington 98225.
WHEREAS, Legacy will install and maintain the Inmate Communications Operating System - iCON
iCON is a complete turnkey Inmate Calling Network with investigative, technical, and administrative
communication features; and


WHEREAS, Legacy will provide and maintain for the life of this Agreement new inmate telephones to be
installed at the Whatcom County Jail and Juvenile Detention located at 311 Grand Avenue, Bellingham
Washington and Whatcom County Work Center located at 2030 Division Street; and
WHEREAS, the Company is in the business of providing various inmate communication services,
operator assisted telecommunication services; and
WHEREAS, the County operates and/or manages an Adult and Juvenile correctional facility/detention
center; and
WHEREAS, the County desires to enter into this Agreement in order to permit Inmates/Detainees the use
of company installed telephones to place collect, collect pre-paid, and/or Debit calls via Legacy's
services; now
THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained
herein, the parties do hereby contract and agree as follows:



(a) Collect Calls. To the extent consistent with applicable federal and state laws, rules and
regulations, Legacy agrees to provide, and the County hereby agrees to accept the provision
of operator services with automated assistance for the Whatcom County Jail, the Whatcom
County Work Center, and Whatcom County Juvenile Detention. Each operator service call
originating from the telephones and placed through the Company may be charged "collect" to
pre-approved destinations.
Legacy will validate each call through the national Line
Information Database (LlDB) and will only process "collect" calls to destination pOints that do
not have registered blocks. Calls shall only be billed upon "acceptance" by the destined
party. Legacy shall notify each called destination that the call is coming from the Whatcom
County Jail, announce the name of the "callerlinmate", provide an option to access rate
information, and allow for acceptance or denial of the call. Legacy agrees to provide collect
call services to cell phones as well as land lines, and agrees to provide collect call services to
Canada, Mexico, the United Kingdom, Japan, Germany and the Caribbean Islands.

(b) Pre-Paid "Collect" Service. Legacy agrees to provide pre-paid collect service as needed.
The company will provide a toll-free access number for friends and family to call to set up
prepaid "collect" service accounts. The Company shall also provide access to an internetbased website where prepaid services can be ordered. Legacy shall also provide its "Friends
and Family" program.
(c) Debit Card/Cardless Debit. Legacy agrees to provide Debit Card and/or Cardless Debit
services as required under this Agreement.
(d) Inmate Phones. The Company agrees to provide the inmate phones for the entire period of
this agreement, including adding additional phones as needed and requested by the County.
(e) Communications Management System (iCON™1. The Company agrees to provide access to
its inmate communications management system - iCON™. iCON™ shall provide the Whatcom
County Jail with the ability to record and store all inmate calls, live monitor inmate calls, detail
reporting of call traffic, uncharged use by the County of the inmate voice mail option, and all
other options and services offered in the Company's proposal for Inmate Telephone Services.
(f) Training: The Company agrees to provide training to County personnel, including those law
enforcement investigators for whom the County provides jail services, in the use of the iCON
system to the extent offered in The Company's proposal for Inmate Telephone Services.
(g) Service: The Company agrees to provide both local and remote trouble shooting and repair
services, as described in the Company's proposal for Inmate Phone Services, including the
ability of offenders, friends and families to report phone system issues directly to The




Commissions. The Company agrees to pay the County seventy percent (70%) of all billed and
collected automated "collect" operator service traffic and prepaid "collect" service. An additional
signing bonus of twenty thousand dollars ($20,000.00) will be issued to the County thirty (30)
days post installation of Legacy's services.


Payment. The Company shall remit all due commissions to the Whatcom County thirty (30) days
after the end of each calendar month (EOM). Commission Checks are to be mailed to the
following address:
Whatcom County Finance
311 Grand Ave., Ste 503
Bellingham, WA 98225
Attention: Diana Weisenburger


Payment Calculation. Gross billable revenue is calculated as the sum of minutes and charges.
Commission due Whatcom County shall be calculated as the product of the total gross billable
revenue multiplied by the contracted percentage allowance.




Compliance with Law. Legacy shall comply with all laws, rules and regulations affecting its
obligations in conjunction with the provision of the including, without limitation, those relating to
provision of information to End Users regarding operator services.



Taxes: All compensation received by the Contractor will be reported to the Internal Revenue
Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout the
year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's
performance of this Agreement. The Contractor hereby agrees to indemnify the County against
any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation
earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder as
required by law. The Contractor must pay all other taxes, including, but not limited to, Business
and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to
which the County does not hold title. The County is exempt from Federal Excise Tax.




Term of the Agreement. The term of this Agreement shall commence on the date of the
establishment of services at the Whatcom County detention facilities and shall remain in effect for
a period of three (3) years.


Renewal Options. Upon completion of a three (3) year term Whatcom County, at its own
discretion, may exercise an option to renew the terms of this agreement, for three (3) additional
one (1) year terms. Whatcom County will provide Legacy with sixty (60) day notice of its intent to
renew the Agreement and the end of each one year term. All terms and conditions shall remain
in effect during the subsequent renewal periods.


Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the
contract, or becomes insolvent, or is declared bankrupt, or commits any act of bankruptcy or
insolvency, or makes an assignment for the benefit of creditors, the County may, by depositing
written notice to the Contractor in the U.S. mail, first class postage prepaid, terminate the
contract, and at the County's option, obtain performance of the work elsewhere. Termination
shall be effective upon Contractor's receipt of the written notice, or within three (3) days of the
mailing of the notice, whichever occurs first. If the contract is terminated for default, the
Contractor shall not be entitled to receive any further payments under the contract until all work
called for has been fully performed. Any extra cost or damage to the County resulting from such
default(s) shall be deducted from any money due or coming due to the Contractor. The
Contractor shall bear any extra expenses incurred by the County in completing the work,
including all increased costs for completing the work, and all damage sustained, or which may be
sustained by the County by reason of such default.


Termination for Public Convenience: The County may terminate the Agreement in whole or in part
whenever the County determines, in its sole discretion that such termination is in the interests of
the County. Whenever the Agreement is terminated in accordance with this paragraph, the
Contractor shall be entitled to payment for actual services/materials provided at unit contract
prices. Termination of this Agreement by the County at any time during the term, whether for
default or convenience, shall not constitute breach of contract by the County.




Governing Law. This Agreement shall be construed under and in accordance with the laws of the
state of Washington and shall be deemed performable in Whatcom County. In the event that any
litigation should arise concerning the construction or interpretation of any of the terms of this
Agreement, the venue of such action of litigation shall be in the courts of the State of Washington
in and for the County of Whatcom.



Assignment. Notwithstanding the foregoing, neither County nor Legacy may assign their rights
and obligations under this Agreement without the prior written consent of the other, which consent
shall not be unreasonably withheld.


Enforceability. The invalidity or enforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provisions hereof.


Notice. Notice shall be deemed to have been received upon receipt of a postage-prepaid letter or
telephone facsimile transmission at the addresses set forth in the next sentence, unless
otherwise changed by written notice from time to time. Notice to the Company shall be sent to
Legacy Inmate Communications, 10833 Valley View Street - Suite 150, Cypress CA 90630.
Attention: Contract Administrator, facsimile: 800-700-1116.
Notice to Whatcom County shall be sent to:
Wendy Jones, Chief Corrections Deputy
Whatcom County Jail
311 Grand Ave.
Bellingham, WA 98225
Phone 360-676-6848 Fax: 360-676-6833


Regulatory Requirements. This Agreement shall be construed in accordance with applicable
state and federal laws, rules and regulations. In the event those regulatory or legal requirements
are in any manner inconsistent with or require modification to the terms of this Agreement
subsequent to the date of execution hereof, no written amendment or variation executed by both
parties shall be necessary. Rather, any such amendment or variation shall be effective upon
mailing of written notice by the Company via first-class, postage-prepaid mail or telephone
facsimile transmission of written notice to the Whatcom County.


Confidentiality. Legacy and the County agree to hold confidential all information shared that may
be marked or indicated by the other. The County understands that Legacy's inmate
communications operating system, iCON TM, is proprietary and access to and all information about
the system are to be considered confidential unless disclosure is required by state or federal law.
Access to the system cannot be granted to any non-designated facility personnel. Should the
Coun~ contract with a Vendor in the future to replace Legacy, the County will insure that the
iCON system is not viewed or accessed by the Vendor.


Service Proposal for Inmate Telephone Service.
It is agreed by both parties that Legacy's
proposal to Whatcom County for Inmate Telephone Service sha·1I serve as an addendum to this
Agreement. All services, conditions, and terms set forth in Legacy's proposal shall be considered
part of this Agreement.


Independent Contractor: The Contractor's services shall be furnished by the Contractor as an
independent contractor, and nothing herein contained shall be construed to create a relationship
of employer-employee or master-servant, but all payments made hereunder and all services
performed shall be made and performed pursuant to this Agreement by the Contractor as an
independent contractor. Employees or subcontractors of the Contractor are not entitled to any of
the benefits which the County provides for County Employees. The Contractor shall be solely
and entirely responsible for its acts and for the acts of its agents, employees, servants and
subcontractors or otherwise, throughout the terms of this agreement.



Assignment and Subcontracting: The performance of all activities contemplated by this
agreement shall be accomplished by the Contractor. No portion of this contract may be assigned
or subcontracted to any other individual, firm or entity without the express and prior written
approval of the County.


Right to Review: This contract is subject to review by any Federal, State or County auditor. The
County or its designee shall have the right to review and monitor the financial and service
components of this program by whatever means are deemed expedient by the Administrative
Officer or by the County Auditor's Office. Such review may occur with or without notice and may
include, but is not limited to, on-site inspection by County agents or employees, inspection of all
records or other materials which the County deems pertinent to the Agreement and its
performance, and any and all communications with, or evaluations by, service recipients under
this Agreement. The Contractor shall preserve and maintain all financial records and records
relating to the performance of work under this Agreement for three (3) years after contract
termination, and shall make them available for such review, within Whatcom County, State of
Washington, upon request. Contractor also agrees to notify the Administrative Officer in advance
of any inspections, audits, or program review by any individual, agency, or governmental unit
whose purpose is to review the services provided within the terms of this Agreement. If no
advance notice is given to the Contractor, then the Contractor agrees to notify the Administrative
Officer as soon as it is practical.


Defense & Indemnity Agreement: The Contractor agrees to defend, indemnify and save harmless
the County, its appOinted and elective officers and employees, from and against all loss or
expense, including, but not limited to, judgments, settlements, attorneys' fees and costs by
reason of any and all claims and demands upon the County, its elected or appOinted officials or
employees for damages because of personal or bodily injury, including death at any time resulting
there from, sustained by any person or persons and on account of damage to property, including
loss of use thereof, whether such injury to persons or damage to property is due to the
negligence of the Contractor, its subcontractors, its successor or assigns, or its agents, servants,
or employees, the County, its appOinted or elected officers, employees or their agents, except
only such injury or damage as shall have been occasioned by the sole negligence of the County
or its appOinted or elected officials or employees.
Conversely, Whatcom County shall indemnify and hold harmless the contractor, its agents,
subcontractors, servants and/or employees and/or staff from any and all claims, actions, lawsuits,
damages, judgments or liabilities arising out of the operation and maintenance of the Whatcom
County Jailor Work Center, including maintaining security, as well as acts performed by the
Contractor done in the course of providing inmate phone services to Whatcom County.

It is further provided that no liability shall attach to the County by reason of entering into this
contract, except as expressly provided herein.

Non-Discrimination in Employment: The County's policy is to provide equal opportunity in all
terms, conditions and privileges of employment for all qualified applicants and employees without
regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status,
sexual orientation, disability, or veteran status. The Contractor shall comply with all laws
prohibiting discrimination against any employee or applicant for employment on the grounds of
race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, sexual
orientation, disability, or veteran status, except where such constitutes a bona fide occupational

Furthermore, in those cases in which the Contractor is governed by such laws, the Contractor
shall take affirmative action to insure that applicants are employed, and treated during
employment, without regard to their race, color, creed, religion, national origin, sex, age, marital

status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide
occupational qualification. Such action shall include, but not be limited to: advertising, hiring,
promotions, layoffs or terminations, rate of payor other forms of compensation benefits, selection
for training including apprenticeship, and participation in recreational and educational activities. In
all solicitations or advertisements for employees placed by them or on their behalf, the Contractor
shall state that all qualified applicants will receive consideration for employment without regard to
race, color, religion, sex or national origin.

The foregoing provisions shall also be binding upon any subcontractor, provided that the
foregoing provision shall not apply to contracts or subcontractors for standard commercial
supplies or raw materials, or to sole proprietorships with no employees.


Non-Discrimination in Client Services: The Contractor shall not discriminate on the grounds of
race, color, creed, religion, national origin, sex, age, marital status, disability, or veteran status; or
deny an individual or business any service or benefits under this Agreement; or subject an
individual or business to segregation or separate treatment in any manner related to his/her/its
receipt any service or services or other benefits provided under this Agreement; or deny an
individual or business an opportunity to participate in any program provided by this Agreement
Conflict of Interest: If at any time prior to commencement of, or during the term of this
Agreement, Contractor or any of its employees or subcontractors involved in the performance of
this Agreement, shall have, or develop, an interest in the subject matter of this Agreement that is
potentially in conflict with the County's interest, then Contractor shall immediately notify the
County of the same. The notification of the County shall be made with sufficient specificity to
enable the County to make an informed judgment as to whether or not the County's interest may
be compromised in any manner by the existence of the conflict, actual or potential. Thereafter,
the County may require the Contractor to take reasonable steps to remove the conflict of interest.
The County may also terminate this contract according to the provisions herein for termination.

5.14 Disputes:

Differences between the Contractor and the County, arising under and by virtue of the Contract
Documents, shall be brought to the attention of the County at the earliest possible time in order
that such matters may be settled or other appropriate action promptly taken. Except for such
objections as are made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall
be final and conclusive.


Notice of Potential


The Contractor shall not be entitled to additional compensation which otherwise may be payable,
or to extension of time for (1) any act or failure to act by the Administrative Officer or the County,
or (2) the happening of any event or occurrence, unless the Contractor has given the County a
written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or
event giving rise to the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes additional
compensation or extension of time is due, the nature of the cost involved, and insofar as possible,
the amount of the potential claim.

Detailed Claim:
The Contractor shall not be entitled to claim any such additional compensation unless within thirty
(30) days of the accomplishment of the portion of the work from which the claim arose, and
before final payment by the County, the Contractor has given the County a detailed written

statement of each element of cost or other compensation requested and of all elements of
materials/services supplied, and copies of any supporting documents evidencing the amounts
claimed to be due.

Other than claims for injunctive relief brought by a party hereto (which may be brought either in
court or pursuant to this arbitration provision), and consistent with the provisions hereinabove,
any claim, dispute or controversy between the parties under, arising out of, or related to this
Agreement or otherwise, including issues of specific performance, shall be determined by
arbitration in Bellingham, Washington, under the applicable American Arbitration Association
(AAA) rules in effect on the date hereof, as modified by this Agreement. There shall be one
arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the
AAA or any other group having similar credentials. Any issue about whether a claim is covered
by this Agreement shall be determined by the arbitrator. The arbitrator shall apply substantive
law and may award injunctive relief, equitable relief (including specific performance), or any other
remedy available from a judge, including expenses, costs and attorney fees to the prevailing party
and pre-award interest, but shall not have the power to award punitive damages. The decision of
the arbitrator shall be final and binding and an order confirming the award or judgment upon the
award may be entered in any court having jurisdiction. The parties agree that the decision of the
arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented
or pled before the arbitrator. At the request of either party made not later than forty-five (45) days
after the arbitration demand, the parties agree to submit the dispute to non-binding mediation,
which shall not delay the arbitration hearing date; provided, that either party may decline to
mediate and proceed with arbitration.
In Witness Hereof, the Company and Whatcom County have executed this Agreement on the
IJxi. day of J)t-c ~ber
, 2011.
The individuals Signing below warrant that they have the authority to sign for and on behalf of the
respective parties.
Whatcom County, Washington

Curtis A. Brown, President
NamelTitle (Please Print)

NamelTitle (Please Print)



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) ss

On th~ay ,20
before me personally appearedCuq!,) ~J, to me known to be the
, who executed the above instr ent and who acknowledged to me the act of signing and
sealing thereof.






FLOR£S j;:(NOTARY PUBLIC in and fo
COMM.# 1865494 In~ 0¥hf
. My c


My COMY. expo SEP. 18, 2013 t


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Accepted for Whatcom County:



emen, Whatcom County ExecutIve




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On this
20 //, before me personally appeared Pete Kremen, to me known to be the
Executive of Whatcom County, who executed the above instrument and who acknowledged to me the act of signing
and sealing thereof.


NOTARY PUBLIC in and for the State of Washington,
residing a~ £~mmission expires

oS- . olS ....20
Legacy Inmate Com
10833 Valley View Str
Suite 150
Cypress, CA 90630
Contact Name:
Contact Phone:
Contact FAX:
Contact Email:

Patrick Snook, Manager oflnformation Technology


Exhibit II A"
Call Rates



Local Calls

$ 1.74

$ 0.1600

$ 0.1000



$ 0.2800

$ 0.1800


$ 3.15

$ 0.2800

$ 0.1800


$ 3.89

$ 0.8900

$ 0.8900



$ 0.9900

$ 0.9900


$ 5.99

$ 1.1500

$ 1.1500

A one-time Friends and Family Prepaid Collect Account Set-Up Fee of$7.99 Will Apply
A Prepaid Collect Account Replenish Fee of $1.50 Will Apply









311 Grand Avenue
Bellingham, WA 98225-4078
(360) 676-6650





DEC 2 -.


Pete Kremen, County E


Bill Elfo, Sheri


Legacy Inmate Co
unications Telephone System
Agreement with Whatcom County


November 15, 2011




Enclosed are two (2) originals of the agreement between Legacy Inmate
Communications and Whatcom County for inmate telephone service for your
review and signature.
• Background and Purpose
Legacy Inmate Communications was awarded the bid for Inmate Telephone
services for 2012. Legacy agrees to pay the County seventy percent (70%) of
all billed and collected automated "collect" operator service traffic and prepaid
"collect" service. An additional signing bonus of twenty thousand dollars
($20,000) will be issued to the County thirty (30) days post installation of
Legacy's services.
• Funding Amount and Source
The revenue for this contract is received in the Jail budget under
118000.4369.9001. The county will receive a commission of seventy percent
of inmate call revenues and an additional twenty thousand ($20,000) signing
• Differences from Previous Contract
This is a new telephone service provider and an entirely new agreement.

Please contact Karen Walker at extension 50467, if you have any questions or
concerns regarding the terms of this agreement.

Our Vision: The Office of Sheriff: Dedicated to making Whatcom County the Safest in the State through Excellence in Public Safety.