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KC-S78-11
KITSAP COUNTY INMATE TELECOMMUNICATION LOCATION AGREEMENT
This Inmate Telecommunication Location Agreement ("Agreement") is made as of the Effective
Date (defined below), by and between Kitsap County ("Customer"), whose address is 614 Division Street,
MS-21, Port Orchard, WA 98366, and Tel mate, LLC ("Telmate").
WHEREAS, Telmate is engaged in the business of operating, vending, and maintaining coin
operated and non-coin operated inmate phone, video and electronic communications equipment and systems
("Equipment") and,
WHEREAS, Customer desires to utilize the service, expertise, and Equipment of Telmate,
NOW, THEREFORE, in consideration of the mutual promises and covenants set out herein, Telmate
and Customer hereby agree as follows:
1.
Agl·cement. Customer grants to Telmate the exclusive right and license to install,
implement, maintain, and derive revenue from the use of Equipment that provides for
detainee/inmate/resident electronic communications located at the incarceration facilities commonly known
as Kitsap County (Shel'iff's Office Jail) and Kitsap County Juvenile Corrections Facility (each a "Facility",
collectively the "Facilities"), and whose physical addresses are 614 Division Street, Port Orchard, WA 98366
and 1338 Old Clifton Road, Port Orchard, WA 98366 respectively. Customer authorizes Telmate to make
changes, implement and update features, and otherwise establish such functionality and take such steps
which Telmate considers, in its discretion, in best interest and designed to keep Facility using the best
features with a state-of-the-art, leading system.
2.
Contract Representatives. All written notices, reports and correspondence
required or allowed by this Agreement shall be sent to the following:
County:
Kitsap County Dept. ofInformation Services
Bud Harris, Director
614 Division Street, MS-21
Port Orchard, W A 98366
Phone: 360-337-4405
Fax: 360-337-7052
COllllty:
Kitsap COllnty Sheriff s Office
Ned Newlin, Chief of Corrections
614 Division Street, MS-33
Port Orchard, WA 98366
Phone: 360-337-7107
Fax: 360-337-5780
Telmate:
Telmate, LLC
Kevin O'Neal, President
1108 SE 6th Street
Ontario, OR 97914
Phone: 208-739-8333
Fax: 208-379-7498
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3.
Tel'lll. This Agreement shall commence on the date of last signature by a party
below ("Effective Date") and shall end eight (8) years thereafter ("Initial Term"). The terms and conditions
of this Agreement shall continue as to any Telmate Equipment installed at the request of Customer, before
the expiration of this Agreement. If the normal business operation of either Facility is interrupted for any
reason (for example, due to act of God, an inmate riot, or strike) the expiration of the Term of this Agreement
shall be extended for a period of time equal to the period of such interl'Uption or stoppage of business
operations.
4.
Renewal. After the eight (8) year Initial Term, this Agreement shall automatically
renew for additional terms of two (2) years time period each thereafter (each a "Renewal Term"), upon the
terms and conditions herein set forth, unless written notice is sent by either party at least sixty (60) days
prior to the end of the then current Term (Initial Term and Renewal Terms collective comprise the "Term").
Customer agrees to provide Telmate written advance notice of 180 days prior to Customer releasing any
RFP that includes all or patt of services offered by Telmate, during any Initial Term or contract Renewal
Term. Upon receipt of a notice of non-renewal fi'om Customer, Telmate has the right to match the financial
and service conditions of any binding competitive proposal under consideration, and upon w1'itten notice of
Telmate's promise to match same proposal, Telmate may retain the business for an additional Renewal
Tenn.
5.
COlllmissions. In consideration for the right to install, maintain, and operate the
Equipment within the Facilities, Telmate agrees to pay Customer a monthly commission of fifty percent
(50%) of the Gross Revenue received as a result of collect calls and a monthly commission of forty-six
(46%) of the Gross Revenue received as a result of pre-paid calls and a monthly commission of twenty-five
(25%) of the gross payphone revenue received, in all cases made through use of Telmate's Equipment.
Telmate shall pay such commissions on all calls including Intralata, Interlata, Interstate, Intrastate, Local, and
International calls. Commissions will be based on Revenues from all completed calls. "Gross Revenue"
excludes Taxes, Government Imposed Fees or Charges, and any applicable Billing or Security Fees. Telmate
will pay Customer a monthly commission of fifty percent (50%) ofthe net revenue (to be mutually agreed by
the patties and memorialized in an executed Statement of Work) generated as a result of services provided
using the Telmate Inmate Kiosk. Such cOlllmissions shall be paid by Telmate to Customer by check on a
monthly basis. Such payment shall be made no later than 45 days following the month in which the revenues
.were generated fi'om Equipment. Said commissions checks wiII be made payable to Customer and mailed to
Customer's address set forth in the opening paragraph above. All such commission payments shall be final
and binding unless written objection thereto is received by Telmate from Customer within thirty (30) days of
payment by Telmate to Customer. Revenues generated as result of pre-paid calls and payphone usage shall
be allocated to the Information Services Department of the Customer. All other revenues shall be allocated
to the Sheriffs Office Jail, which include but are not limited to the revenues generated as a result of services
provided using the Telmate Inmate Kiosk systems.
6.
Amount aud Location of Equipmcnt. The exact location(s) of the Equipment at
Customer's Facilities shall be as per the mutual written agreement of the parties hereto, attached to this
document as depicted in Schcdule A.
7.
Rates. The parties to this Agreement shall mutually agree on the rates charged for
any and all collect calls and any and all prepaid calls made with the use of the Equipment. The rates shall be
set out in the Schedule B attached to this Agreement as if set out in full herein.
8.
Exclusivity. During the term of this Agreement and during any renewal of this
Agreement, Customer grants to Telmate the exclusive right and license to install, maintain, and operate
telecommunication Equipment governing all inmate calls and video and electronic communications,
including local and long distance, including but not limited to collect calls, debit calls, within any facility
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owned or operated by Customer. During the Term of this Agreement Customer shall not provide to any third
party access to Telmate's Equipment.
Entire Agreement. This Agreement sets forth the entire understanding of Telmate
9.
and Customer and supersedes all prior agreements, arrangements, and communications, whether oral or
written with respect to the subject matter herein, including but not limited to the Kitsap County Inmate
Telecommunication Location Agreement (KC-390-07) between Kitsap County Corrections and Pinnacle
Public Services LLP dated September 1,2007. This Agreement may be modified 01' amended only in writing
signed by both Patties.
10.
Maintenance of Equipment. During the Term of this Agreement, Telmate will
repair and maintain its Equipment in good operating condition and shall exclusively maintain its Equipment
in such condition by furnishing all necessary parts and labor reasonably necessary for the successful
operation of the Equipment. Telmate has the exclusive access to open, adjust, remove, disconnect, repair,
replace, or alter the Equipment. Customer shall permit employees or contractors of Telmate reasonable
access in order to provide such service, repair, and maintenance on Equipment. Telmate's Equipment shall
remain the sole property of Tehnate. Upon termination of this Agreement, Tehnate shall have the right to
enter upon the premises to remove the Equipment, except that any network wiring provided to the Facilities
by Tel mate hereunder shall become the propelty of the Customer. Customer shall notify Telmate of any
misuse, destruction, damage, or vandalism to the equipment as soon as practicable. Customer shall exercise
reasonable care to prevent damage or destl'llction of Tehnate's Equipment.
11.
Surveillance. Telmate and Customer realize and agree that the Equipment may
allow Customer to monitor, eavesdrop, and/or otherwise record inmates' use of the Equipment.
CUSTOMER UNDERSTANDS AND AGREES TELMATE HAS MADE NO WARRANTIES, EXPRESS
OR IMPLIED, AS TO THE LEGALITY OF SUCH MONITORING AND/OR EAVESDROPPING.
12.
Default and/or Termination of Agreement. If Customer 01' Telmate default in
their performance of any obligations hereunder, the non-defaulting party may notity the defaulting party in
writing of such default with specific attention to detail. The defaulting party must cure sllch default within
sixty (60) days from receipt of notice of default, otherwise the non-defaulting party shall have the right to
terminate this Agreement and pursue all legal and equitable remedies available to the non-defaulting party.
If any governmental tax, fee, regulation, or tariff, or any other law prevents Telmate fi'0l11 providing the
services agreed to hereunder or make the continuation of this Agreement economically impracticable then
Telmate may, at its own discretion, terminate this Agreement without liability. On any termination of this
Agreement Customer shall allow Telmate reasonable access to Facilities in order to remove its Equipment.
Telmate agrees to remove its Equipment within 30 days after such termination.
13.
Liability Indemnification. Customer assumes the risk of liability arising from or
pertaining to the possession, operation, or lise of Equipment. Customer shall indemnify and hold Telmate
harmless from and against any and all claims, costs, expenses, damage, and liabilities, arising from or
pertaining to the use, possession, or operation of Equipment 01' from allY negligent 01' deliberate act 01'
omission that oCClll'S resulting fi·oIU its obligations under this Agreement. TellUate will protect, save and hold
harmless Customel' or any employees thereof, from and against all claims, suits, actions, costs, damages, or
expenses arising fi'om any negligent or deliberate act 01' omission that occurs resulting from its obligations
under this Agreement. In the case of negligence of both Customer and Telmate, any damages allowed shall
be levied in Pl'opoltion to the percentage of negligence attributable to each party. Telmate does not aSSllme
any liability for any acts or omissions of Customer or Customer's agents, 01' employees. Customer hereby
releases Telmate and/or agrees to indemnity Telmate and hold Telmate harmless from any and all claims
against Customer of any kind at' nature whatsoever, arising out of 01' resulting from the use andlor operation
of the Equipment by Customer 01' the inmates, or prior vendors of the Equipment, including any expenses
and attol'lley's fees which Telmate may incur in defending any such claims. (Prefer to retain the current
contract language for this section.)
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14.
Confidentiality. Customer acknowledges that in the course of disclIssions leading
up to this Agreement, and in performing the work and installing and maintaining the Equipment pursuant to
this Agreement, Telmate may make information available to Customer or Customer may otherwise learn of
trade secret or confidential information of Telmate (collectively, "Confidential Information"). Confidential
Information is all Tehnate Equipment including hardware, software, and back-end systems. Video visitation
recordings are not considered Confidential Information hereunder.
Customer specifically acknowledges and agrees that the Equipment and proprietmy Software platform
fUl'l1ished by Telmate is considered by Telmate to be Confidential Information, is owned by Telmate, is
considered by Telmate to be a proprietary trade secret and, unless required otherwise by law, Customer shall
not disclose Confidential Information without providing Telmate with advanced, written notice and sufficient
opportunity to limit or oppose such disclosure by any and all legal means. Customer also acknowledges that,
unless required by law, the unauthorized use or disclosure of any Confidential Information, to the Equipment
and proprietary Software platform, will cause irreparable harm to Telmate. Both parties acknowledge that
Customer, as a public agency, is generally required by law to make all of the records and information in its
possession or under its control, including this contract, freely available for public inspection and copying
upon request pursuant to the Public Records Act, Chapter 42.56 RCW. Further, both patiies acknowledge
that Customer may be required to disclose records and information in its possession 01' ullder its control
ullder a variety of other circumstances, including, but not limited to, for purposes of audit or regulatory
examination 01' pUI'suant to compulsory legal process such as court order or subpoena. If Customer receives
a request or demand from any outside party (other than from a regulator or auditor of Customer) for
disc1osUl'e of any Confidential Information of Telmate, Customer shall, to the extent allowed by law,
promptly advise Telmate of the request or demand, so that Te1mate may take whatever action it, in its sole
discretion, determines may be necessary to protect its confidentiality, commercial or proprietary interests,
such as seeking a protective order preventing or limiting disclosure of the records and information.
Customer shal1 provide such reasonable assistance in this effOli as may be requested by Telmate and be
permitted by law. Notwithstanding any other provision of this Agreement, Customer agrees that, in the event
Telmate terminates this Agreement due to a breach by Customer of any or all of these Confidential
Information provisions, then Customer shall pay to Telmate the amount of revenue that Telmate would have
received under this Agreement but for the termination (as such amount is determined based on past
performance).
15.
Authority. Customer and Telmate warrant and represent to each other they have the
authority to enter into this binding Agreement and to bind itself to such Agreement.
16.
Assignment. Customer may not sell, lease, assign, 01' otherwise transfer any of the
rights or obligations hereunder to a third party without the prior written agreement of Telmate. Telmate may
sell, lease, assign, or otherwise transfer any of its rights or obligations hereunder to any third party on ninety
(90) days written notice to Customer, except in the case of business reorganization, merger, 01' acquisition,
which shall be permitted without the ninety (90) days notice requirement.
17.
Notices. All notices provided for in this Agreement shall be in writing and shall be
sent Certified Mail, Return Receipt Requested, to the parties at the addresses set out in Section 2 (2. Contract
Representatives) above or any other address as specified by a party by prior written notice to the other party.
Said notice shall be deemed received upon receipt thereof by addressee.
18.
Miscellaneous. This Agreement shall be construed under and govel'l1ed by the laws
of the State of Washington. Propel' venue shall only be the COUtts in or around Kitsap County. No waiver by
either party of any event of default under this Agreement shall operate as a waiver of any subsequent default
under the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable,
the validity or enforceability of other provisions shall remain unaffected. This Agreement shall be binding
upon and inure to the benefit of Customer, and Telmate, and both parties' successors and assigns. This
Agreement cannot be modified other than by written instruments signed by Customer and Telmate.
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DATED this I£!!day of
J4y~ 20 I)..
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DATED this
9~day of R1r~ 20~
Kitsap Comity. WA
Customer
By,
--r~--'-"'~=~OC:::--====---=------=-=---"=;~~-~%
Dept. of Information Services
By,
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Ned Newlin>&1rt fofCorrections
Kitsap County Sheriff's Office
By,
~~~;'o/I~
Robert Geidel, Chair
Board of County Commissioners
Kevin O'Neil, President
Telmate LLC
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SCHEDULE A
EQUIPMENT LOCATIONS
CoinlPay Telephones:
19 CoinlPay
Locations
3604799411
3606929161
Recovery Center, 1975 Fuson Road, Bremerton
Fairgrounds Campus, 1200 NW Fairgrounds Road,
3606929163
Fairgrounds Campus, 1200 NW Fairgroullds Road,
3606983277
Fairgrounds Campus, 1200 NW Fairgrounds Road,
3606983947
3606983967
3337 NW Byron, Silverdale Waterfront Park, Silverdale
FairgrOllllds Campus, 1200 NW Fairgrounds Road,
3606983998
Fairgrounds Campus, 1200 NW Fairgrounds Road,
3606989961
3606989988
3608309403
Main COlllthouse, 614 Division Street, Port Orchard
3337 NW Byron, Silverdale Waterfront Park, Silverdale
Wild Cat Lake County Park, 9205 NW Holly Road,
3608769837
Givens Community Center, 1026 Sidney Avenue, Port
3608769861
3608769959
3608769975
3608769985
3608769988
3608956964
3608959810
Main Courthouse, 614 Division Street, POlt Orchard
Main Courthouse, 614 Division Street, Port Orchard
Main COlllthouse, 614 Division Street, Port Orchard
Main COUlthouse, 614 Division Street, Port Orchard
Main COUlthouse, 614 Division Street, POlt Orchard
Administration Building, 619 Division Street, POlt Orchard
Main Sheriff Detention Facility, Booking, 614 Division
Port Orchard
Juvenile Administration Facility, 1338 Old Clifton Road,
Port Orchard
Bremerton
Bremerton
Bremerton
Bremelton
Bremerton
Seabeck
Orchard
Street,
3608959845
Inmate Telephones:
Main Sheriff Detention Facility, Boolollg
614 Division Sta'eet, P01't Orchal'd
30 Lines
Locations
3608769803,3608769806
3608769813,3608769814
3608769817,3608769823
3608769824,3608769830
3608769832,3608769834
3608769838,3608769841
3608769850,3608769852
3608769855,3608769872
3608769887,3608769905
3608769911,3608769918
3608769920,3608769921
3608769925,3608769928
3608769930,3608769956
3608769958,3608769973
614 Division Street
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3608769978,3608769980
32 Inmate IllstrumentsMain Detention Facility
IAA
lAB
lAC
lBA
IBB
lBC
ICA
ICB
ICC
IDA
lOB
IDC
2AA
2AB
2AC
2BA
2BB
2BC
2CA
2CB
2CC
2DA
2DB
2DC
Booking
Holding I
Holding 6
POD SAC
POD SB C
POOSDC
WRKRLSML
WRKRLSMU
New Facility, First Floor Pod A
New Facility, First Floor Pod A
New Facility, First Floor Pod A
New Facility, First Floor Pod B
New Facility, First Floor Pod B
New Facility, First Floor Pod B
New Facility, First Floor Pod C
New Facility, First Floor Pod C
New Facility, First Floor Pod C
New Facility, First Floor Pod D
New Facility, First Floor Pod 0
New Facility, First Floor Pod 0
New Facility, Second Floor Pod A
New Facility, Second Floor Pod A
New Facility, Second Floor Pod A
New Facility, Second Floor Pod B
New Facility, Second Floor Pod B
New Facility, Second Floor Pod B
New Facility, Second Floor Pod C
New Facility, Second Floor Pod C
New Facility, Second Floor Pod C
New Facility, Second Floor Pod 0
New Facility, Second Floor Pod D
New Facility, Second Floor Pod D
Main Facility, Booking
Main Facility, Holding
Main Facility, Holding
Main Facility, Special Holding
Main Facility, Special Holding
Main Facility, Special Holding
Work Release Facility, Female
Work Release Facility, Male
Telmate will install and maintain the following "TPhone" visitation set:
Dorm A
DormB
Dorm C
Dorm D
Central A
Central B
Central C
Central D
South Pod C
South Pod 0
East Pod A
East Pod B
I TPhone
40 inmates
I TPhone
40 inmates
1 TPhone
40 inmates
I TPhone
40 inmates
1 TPhone
Classification
2 TPhone
Classification
2 TPhone
Classification
2 TPhone
Classification
1 TPhone
12 inmates
1 Tphone
8 inmates
I Tphone
20 inmates
I Tphone
14 inmates
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East Pod C
1 TPhone
East Pod D
1 Tphone
Visitation Lobby 7 TPhone
12 inmates
12 inmates
In addition, at no additional charge, Telmate wiII install and maintain an Integrated Voice Recognition (IVR)
feature for the Kitsap County Sheriff's Office Jail to provide friends & family with visitation scheduling and
inmate information.
Juvenile Detention Facility
1338 Old Clifton Road, Port Orchard
5 Lines
Locations
3608959744,3608959745
Juvenile Detention Facility, 1338 Old Clifton Road,
Port Orchard
3608959746,3608959747
3608959792
10 Instruments
Juvenile Detention Facility
A
POD A, east end of detention building
POD B, east end of detention building
POD C, east end of detention building
POD D, west end of detention building
POD E, west end of detention building
POD F, west end of detention building
POD G, west end of detention building
POD H, west end of detention building
Detention Building Intake
Admin Building - Near Front Counter
B
C
D
E
F
G
H
INTAKE
VISITING
SCHEDULEB
RATES
Collect Rate
Message
Charge
Per Minute
Bill Statement
Fee
Local
IntraLATA
InterLATA
InterSTATE
$2.80
IntraLATA
Evenings,
Weekend &
Holiday
$2.80
$3.00
$3.95
$3.95
$0.00
$0.00
$0.16
$0.00
$0.16
$0.00
$0.49
$0.00
$0.69
$0.00
Local
IntraLATA
IntraLATA
Evenings,
Weekend &
Holiday
InterLATA
InterSTATE
Prepaid
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Message
Charge
Per Minute
Bill Statement
Fee
$2.00
$3.50
$3.50
$5.00
$7.50
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Local
Intl'aLATA
InterLATA
InterSTATE
$0.50
$0.00
IntraLATA
Evenings,
Weekend &
Holiday
$0.00
$0.00
$0.00
$0.00
$0.35
$0.35
$0.35
$0.35
NjA
NjA
NjA
NjA
NjA
Coin
Payphone
Message
Charge
Per Minute
Bill Statement
Fee
International
Per Minute
Bill Statement
Fee
$10.00
$0.00
$0.00
Rates for video visitation are as follows:
One "on-site" 30 minute visit will be provided at no cost per week. These visits are not cumulative.
Additional "on-site" social visiting would be at an additional fee of $0.25 / min in 30 minute blocks. ($7.50).
Remote (off site) video visiting will S0011 be available to friends, family, and others via the internet. This
video visit may be conducted from any high speed internet connection with an available web cam,
microphone, & speakers. The fee for this service will be $0.66/ min in 30 minute blocks. ($20.00).
Rates for other features 110t yet established above shall be set by Telmate with input and assistance by
Customer. Telmate shall propose rates, 01' rate changes, and Customer shall have thirty (30) days to provide
additional input or objection. Telmate's initially proposed rates shall be applicable during such thirty (30)
day period with the mutually agreed upon changes taking place thereafter.
