The prison phone industry, which provides telecom services for prisons, jails and other detention facilities, has a long and sordid history of exploiting prisoners and their families by charging exorbitant phone rates and fees. [See: PLN, Dec. 2013, p.1; April 2011, p.1]. Over the past decade the industry ...
Kitsap County, WA 2012 Telmate phone contract
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! I \ I . 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 ( ( , 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 ( ( 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.) ( ( 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. ( DATED this I£!!day of J4y~ 20 I).. ( DATED this 9~day of R1r~ 20~ Kitsap Comity. WA Customer By, --r~--'-"'~=~OC:::--====---=------=-=---"=;~~-~% Dept. of Information Services By, '-;tU ~ 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 ( ( 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 ( ( 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 ( ( 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 ( 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.