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Spokane County, WA (DSI) Contract

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TITLE: Jail Management System
Contract Value: $2,096,504.34
Contract Type: Fixed price
Spokane County Washington
CIO Spokane County Purchasing Department
901 N. Momoe, Suite 350B
Spokane, WA99201
Contract Facilitator: Brett Ryberg; Phone: (509) 477-2302; Fax: (509) 477-6627;
Project Manager: Jay Hughes; Phone: (509) 477-5170; Fax: (509) 4'77-6430;
5000 Sixth Ave., Suite 1
Altoona, PA 16602
Project Manager: Tom Donahue; Phone: (814) 312-7457; Fax: (814) 949-3307;
THIS AGREEMENT made and entered into by and between Spokane County, a
political subdivision of the State of Washington, having offices for the transaction of business at,
1116 W. Broadway Avenue, Spokane, WA 99260-0430, hereinafter referred to as the
"COUNTY," and DSIIISI, LLC, having offices for the transaction of business at 5000 Sixth
Ave., Suite 1, Altoona, PA 16602, hereinafter referred to as "DSI," jointly, hereinafter referred to
along with the County as the "Parties."
WHEREAS, the Board of County Commissioners of Spokane County pursuant to the
provisions of the Revised Code of Washington Section 36.32.120(6) has the care of County
property and the management of County funds and business; and
WHEREAS, the Board of County Commissioners of Spokane County pursuant to the
above cited statutory section and those provisions as set forth in the Revised Code of
Washington Section 39.04.270, et seq. did let out for proposal the furnishing and installation of a
Jail Management System; and
WHEREAS, the Board of County Commissioners of Spokane County did, on July 21,
2009, (per Resolution No . 9-0657) accept the proposal of Digital Solutions, Inc. herein as .the
most advantageous for Spoka.TJ.e County Request for Proposal No. P6303; and
Page 1 of23


This Agreement shall be remain in effect for nine (9) years from the :first date the
software/equipment provided for in Attachment "A" is in use at Spokane County and for the
periods provided for Inmate Telephone Services listed in Attachment "C."


With respect to the purchased System, the following clauses shall remaID operative for so long as
the System remains in use by the County: *Governing Law *Severability *Waiver *Software
Documentation *Confidentiality/Protection of Proprietary Information *Independent Status of
Anti-Trust Violations *Maintenance Documentation *Patent and Copyright
Indemnification *Notices *Counterparts *Limitation of Liability * Entire Agreement





This Agreement shall consist of the terms and conditions as set forth herein and the following
documents that are incorporated herein by reference. If any provision of this Agreement shall
deemed to be in conflict with any statute or rule of law, such provisions shall be deemed
modified to conform to said statute of law. In the event of any inconsistency in this Agreement,
the inconsistency shall be resolved in the order listed below:





1. Applicable Federal and State Statutes and Regulations; and
2. The Tenns and Conditions of this Agreement; and
3. Attached Schedules and Exhibits (Attachments); and
4. Addenda; and
5. Digital Solution, Inc. 's Proposal dated March 9,2009; and
6. Spokane County's Request for Proposal (RFP) No. P6303.
Nothing in the Agreement shall preclude COUNTY from purcbasing similar services, software,
hardware or documentation from another provider except for the Telephone Services portion of
the agreement provided for in Attachment "C."
COUNTY'S Project Manager for this Agreement will b~ Jay Hughes, who will provide oversight
of the activities conducted hereunder.
COUNTY'S Project Manager 'Will manage this
Agreement on behalf of COUNTY and will be the principal point of contact for DSI'S
concerning DSrS perfonnance hereunder. COUNTY shall notify DSI, in writing, when there is
a change in staffing and a n~w Project Manager is assigned to this Agreement.
County's "Contract Facilitator" is the responsible buyer in the Spokane County Purchasing
Department as assigned by the Purchasing Director. The Contract Facilitator's responsibilities
include the following, each of which are subject to the initiation and final review and approval
. made by the Project Manager, and where applicable, approval by the Board of County
Commissioners: (a) the receipt, reviewing and processing of changes and modifications to this
Page 2 of23


Agreement; (b) executing contract tenn renewals; (c) adding additional users, and (d) the
processing of any other fonn of action that could change the Agreement

DSI'S Project Manager for the project will be Ryan M. Westrick, who will be the principal point
of contact for the County concerning DSI'S performance hereunder. DSI'S Project Manager will
also serve as the focal point for business matters, support coordination, administrative activities
and will oversee delivery, illstallation, acceptance test, training and system turnover to
DSI'S Project Manager shall produce and maintain a complete "Plan" for all DSI-related
activities concerning installati9n and training. The Plan shall also clearly identify items that
depend upon the timely completion of specified County responsibilities. DSI'S Project Manager
will coordinate all activities with COUNTY'S Project Manager. Provided, that for purposes of
the software provisions of the Agreement outlined m Attachment "A," the Parties Project
Mangers will perfonn the duties as described in Attachment "A/' Section 33.
DSI warrants that all Jail Management System softwarelhardware shall be new equipment that
has been tested and approved by GTL. Appurtenances, accessories, components and materials
not herein mentioned, but necessary to furnish a complete job ready for use upon completion,
shall be included and conform to the best practice known to the trade in design, quality or
material and workmanship and be subjected to these specifications in full. The specifications
shall be construed as minimum.
Should the manufacturer's current published data or specifications exceed these, they shall be
considered minimum and be furnished. COUNTY reserves the right to wruve or take exception
to these specifications, if it's to COUNTY'S advantage or best interests.
DSI shall provide all Jail Management System software, hardware or accessories set forth in
DSI'S proposal delivered and installed hereunder, a complete operating System at no additional
cost to COUNTY and as set forth in Attachment "A;-"
DSI shall further install and operate the inmate telephone system under the terms and conditions
as set out in Attachment "C."

DSI shall ship all Jail Management System softwarelhardware purchased pursuant to the
Agreement prepaid, FOB Destination. The method of shipment shall be consistent with the
nature of the item and the hazards of transportation. DSI shall pay all shipping charges.
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DS! shall furnish site preparation guidelines, in writing, at least 20 days prior to the date DS!
shall install the Systems. These guideli,nes shall be in sufficient detail to facilitate preparing the
site to permit the System being installed to operate efficiently from the pomt of view of
environment and power. DSI specialists will be available at no separate cost to COUNTY apart
from costs presented in DSI'S proposal to provide required consultation relative to site planning

DSI will provide the training as specified in Attachment "A." All training, end-user help
programs, supporting documentation and scheduling must be defined and agreed upon in
advance by COUNTY and DS! prior to implementation and use by COUNTY.

All DSI software provided by DSI for installation on or within the System shall be subject to the
following provisions:
Freedom of Use. DSI understands that COUNTY provides documents/imaging/r~su1ts/
infonnationldata collected and maintained for COUNTY. COUNTY documents/imaging/results!
information/data collected and maintained by the Jail Management System may be released to
the public; local and State governments; and, other tax supported entities. Software delivered
hereunder will be used in the delivery of these services. DSI acknowledges and agrees that said
use of DSI software products for such use is acceptable under the licensing terms contained
Software Ownership. DSI as Licenser hereby warrants and represents to COUNTY as Licensee
that DSI is the owner of the DSI developed software and licensed programs delivered hereunder
or otherwise has the right to grant to COUNTY the license to use the DSI developed software
and licensed programs without violating any rights of any third party, and that there is currently
no actual or threatened suit by any such third party based on an alleged violation of such right by
Software Documentation. DSI will provide one copy of all pertinent documentation for each
system program licensed herein. All documentation shan be delivered with or before delivery of
the software.
Software Maintenance, Upgrades and Enhancements. Softwarelhardware provided by DSI shall
be the most current version (release level) of the software that has been tested and approved by
DSI .at the time of delivery to COUNTY. DSI shall make available to COUNTY the option to
license later versions of the software; as such later versions (or releases) become commercially

Page 4 of23


Contractor Correction of Software Malfunction. DSI shall provide a correction service at no
additional cost to COUNTY for any error, malfunction, or defect, if ·any, in DSI developed
software which, when used as delivered, fails to perform in accordance with COUNTY'S
officially announced technical: specifications as listed in the RFP andlor DSI'S proposal, and
those which COUNTY shall bring to DSI'S attention. DSI shall undertake such correction
service in a timely manner.
DSI grants COUNTY a personal, non transferable and non-exclusive right to use, in object code
form, all DSI software and related documentation furnished under this Agreement. This grant
shall be limited to use with the Equipment for which the software was obtained or, on a
temporary basis, on back up Equipment when the original Equipment is inoperable. Use of
software on multiple processors is prohibited unless otherwise agreed to in writing. by DSI.
COUNTY agrees to use its reasonable care to see that its employees and users of all software
licensed under this Agreement comply with these tenns . and conditions and COUNTY will
refrain from taking any steps, such as reverse assemble or reverse compilation, to derive a source
code equivalent of the software.
COUNTY .is permitted to make a single archive copy ofDSI software. Any copy must contain
the same copyright notice and proprietary markings as the original software. Use of software on
any Equipment other than that for which is was obtained, removal of software from the United
States, or any other material breach shall automatically tenninate this license.

COUNTY agrees that any software or technical and business infonnation ("Information'~) owned
by DSI or its suppliers and furnished to COUNTY shall remain the property of DSI or the
supplier, and shall:




Be used only to install, operate or maintam the product for which it was originally
Not be reproduced or copied, in whole or in part, except as necessary for use as
authorized under this Agreement or unless otherwise agreed to in writing;
Not be used to. develop other software;
Together with any copies, be returned or destroyed when no longer needed
Be pennitted for use with the product for which it was initially" furnished; and
Not be removed from the United States.

Software and information designated "confidential" or "proprietary" shall he kept in confidence,
unless required to be disclosed by Washington's Public Records Act (RCW 42.56) and except for
any part that:

COUNTY rightfully obtains free of any obligation to keep confidential;
B~comes generally known to the public through acts not attributable to
COUNTY independently develops.

PageS of23


DSI warrants that installation of such software changes as DSI may from time to time require or
recommend shall not cause the perfonnance of the System, as modified, to be materially
degraded below DSI'S official published specifications at the time of installation of the·System.
Any such changes are to be installed at a mutually agreeable time.
Any written commitment, executed by a party authorized to commit DSI within the scope of this
Agreement shall be binding upon DSI. Failure of DSI to fulfill such a commitment after
reasonable time to cure may constitute breach and shall render DSI liable for damages due to
COUNTY under the terms of this Agreement.


For purposes -of this Agreement, a c<;nnmitment by DSI, which must be in writing, includes: (1)
prices and options committed to remain in force over a specified period(s) of time; (2) any
warranty or representation made by DSI in a proposal as to service or system or equipment
perfonnance; (3) any warranty or representation made by DSI concerning the characteristics or
items in (2) above, contained in any literature, descriptions, drawings or specifications
accompanying or referred to in a proposal; (4) any modification of or affirmation or
representation as to the above which is made by DSI in: writing whether or not incorporated into
a fonnal amendment to the proposal in question; and (5) any representation by the DSI in a
proposal, supporting documents or amendments thereto as to training to be provided, services to
be performed, prices and options committed to remain in force over a fixed period of time, or
any other similar matter regardless of the fact that the duration of such commitment may exceed
the duration of this Agreement.


All DSI developed software provided under the tenns of this Agreement is subject to a limited
warranty. DSI warrants to COUNTY that the physical medium on which this software is
distributed is free from defects in materials and workmanship under normal use, the Software
will perform according to its printed documentation, and to the best of DSI's lrnowledge
COUNTY's use of this Software according to the printed documentation is not an infringement
of any third party's intellectual property rights. This limited warranty lasts for a period of thirty
(30) days after the first productive use of this system. To the extent pennitted by law~ TIIE


authorized to make any other warranties or to modify this limited warranty. Any action for
breach of ~ limited warranty must pe commenced within one year of the expiration of the
warranty. Because some jurisdictions do not allow any limit on the length of an implied
warranty, the above limitation may not apply to this Licensee. If the law does not allow
disclaimer of implied warranties, then any implied warranty is limited to thirty (30) days after
installation of the software in operable fashion that is satisfactory to the COUNTY. COUN1Y
has specific legal rights pursuant to this warranty and, depending on COUNTY'S jurisdiction,
may have additional rights.
Page 6 of 23


All Hardware or Third party Software provided under the tenns of this Agreement shall be
subject only to the Manufacturer's Warranty, if any, after the title to the Hardware or Software
(if applicable) has been transferred to COUNTY.

DSI shall comply, in all respects, with this standard of performance before COUNTY accepts the
Systems. The OMS system will be fully operational under the "Standards of Performance"
provisions of this contract prior to the commencement of the Inmate Telephone Agreement in
.Attachment "C".
The perfonnance p~riod begins on the day following the day when DSI installs the 'Systems and
shall end when the System has met this standard of performance for a period of 14 consecutive
days by operating according to COUNTY'S mandatory technical and operational requirements;
and, performs in strict accordance with DSrS manufacturer's technical specifications set forth in
DSI'S proposal for the installation.
COUNTY. shall, consistent with :PSI'S commitments in DSI'S proposal, determine whether the
Systems have successfully demonstrated and satisfied the requirements set forth in this standard
of performance, confonns with the overall mandatory and technical requirements of COUNTY'S
RFP, and conforms with DSI'S manufacturers technical specifications and any other
commitments set forth in DSl'S proposal. DSI shall satisfy and conform to the standards of
performance and conforms with the mandatory and technical requirements of COUNTY'S RFP
as well as DSl'S manufacturer's technical specifications and any other commitments set forth in
DSI's proposal per the delivery date in a project plan that is mutually agreed upon during the
OMS project kickoff meeting between DSI and COUNTY held after execution of this
Agreement. If the standards of perfonnance are not satisfied per the proj ect plan, County may
rely on the available remedies in ARTICLE 31 of this agreement in addition to the remedies
outline in this Article and ARTICLE 19.

In the event the System fails to satisfy the standard of performance established in this provision,
COUNTY may, at its sole discretion: 1) Require DSI to replace the System or take other
corrective action with whatever resource is necessary to bring the System within compliance to
the performance requirements of COUNTY'S REP at rio cost or expense to COUNTY; or 2)
Terminate this Agreement in accordance with the provision of this Agreement entitled
TERMINATION FOR DEFAULT. DSI acknowledges responsibility, as specified in "Article 19
- Paymene' below, for additional cost to COUNTY under the TERMINATION FOR DEFAULT
provisions; or 3) continue the perfonnance test. In this event, the date of the start of the
successful performance period will be revised to the first day of the current continuous period of
adequate performance day following the last service call. The performance test will be restarted
as of the revised date.
COUNTY'S option to tenninate this Agreement under this standard of perfonnance provision
remains in effect until successful completion of testing and acceptance by COUNTY.
Page 7 of23


COUNTY will not have accepted the OMS System or make any payments to DSI for the
. services/softwarelhardware provided for in Attachments "A" and "0" until the OMS System
meets the standard of perfo~ce established in this standard of perf;rmance provision.

DSI agrees to provide the goods and services at the costs, rates and fees set forth in Exhibit "E"
to this Agreement and also subject to the inmate telephone services agreement set forth as
Attachment "C" to this Agreement. No other costs, rates, or fees shall be payable to DSI for
implementation of DSr S proposal.
Such costs, rates and fees may not be increased during the tenn of this Agreement unless
specified otherwise in Attachment "C."

COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder. DSI
must pay all other taxes including, but not limited to, Washington Business and Occupation Tax,
~axes based on DSI'S income, or personal property taxes levied or assessed on DSI'S personal
property to which COUNTY does not hold title.

DSI will submit properly certified itemized invoices andlor vouchers to COUNTY. Inv.oices
shall provide and itemize at a minimum:


Servlce Completed,
Price for Service in Accordance with Exhibit E and Attachment "C." Note: For
time and material items, invoices shall detail all labor costs (listing each
employee, their job classification, hours and hourly rate) and material costs (list
materials, material cost and mark-up; and, attach copies of supplier invoices).
Applicable Taxes,
Other Applicable Charges,
Applicable Discounts, and
Total Charge.

Payment of maintenance service or other use charges or fees of less than one month's duration
shall be prorated at 1/30th of the basic monthly charges for each calendar day.
Agreement Number P6303 must appear on all invoices, bills of lading, packages, and
correspondence relating to this Agreement. All payments to DSI shall be remitted by mail.
COUNTY shall not honor drafts, nor accept goods on a sight draft basis.
Maintenance charges will commence following expiration of DSI'S provided warranty as set
forth elsewhere in this Agreement in the provision entitled "EQUIPlMENT WARRANTY."
Maintenance charges are as set forth in Exhibit "E" to this Agreement.
PageS of23



DSI shall not submit invoices to COUNTY, and COUNTY shall not make payments pursuant to
this Agreement, until COUNTY has accepted the System in accordance with the provision of this
Agreement entitled "STANDARD OF PERFORMANCE" for the Software/hardware to be
installed under Exhibit "E",
If the OMS is not finally accepted by COUNTY in accordance with the provisions of this
Agreement entitled STANDARDS OF PERFORMANCE within one year oftlle installation date
mutually agreed by the parties in the kickoff meeting held after execution of this agreement by
the Parties, DSI shall pay COUNTY an additional twenty-five percent (25%)co=ission on
gross revenue from the Imnate Telephone Services Revenues every thirty (30) days for the first
sixty days that the system is not satisfactorily installed tllereafter and filly percent (50%) for
every month thereafter as liquidated damages, Upon fmal acceptance of the OMS, any additional
commission payments that had been imposed as liquidated damages will cease, and the
commission shall revert immediately to the riginal forty-five percent (45%) coIIlIl'liBsion. If the
OMS is not finally accepted by COUNTY within eighteen (18) months of the installation date
mutually agreed by the parties in the kickoff meeting held after execution of this Agreement in
accordance with the provisions of this agreement entitled STANDARDS OF PERFORMANCE,
DSI shall be considered in Breach and COUNTY shall be entitled all other remedies for which it
is entitled under this Agreement. If COUNTY is solely at fault for the delay of acceptance that
causes DSI to be in breach, the additional commission rate desclibed above as liquidated
damages shall be delayed as further described in this provision. Any reasonable amount of time
that the project is delayed by the COUNTY, for any reason, shall be added to the one year of the
installation date mutually agreed upon before triggeting application of the liquidated damages.
"Fault" and "reasonable amount of time that the project is delayed by the COUNTY" shall be
mutually agreed upon by fue parties in writing in order for fue agreed one year installation to be
extended beyond the mutually agreed installation date,

Payments to COUNTY under the inmate telephone services agreement will be made by DSI
pursuant to the terms provided for under Attachment "C", If the liquidated damages described
above are imposed because of a breach by DSI regarding the OMS, and the COUrrfY
subsequently terminates the OMS portion of the Agreement only, the commission for the Inmate
Phone System shall immediately revert back to fue original forty-five percent (45%) commission
for the duration of the Imnate Phone System Agreement. Noiliing in this provision shall be
construed to prevent llie COUNTY from exercising its light to terminate bolli the OMS
agreement and the telephone services agreement between tlle parties in the event of a breach by
CO'UNTY shall pay monthly service charges, alIDual maintenance and support charges, as well
as all other costs and charges wiiliin 30 days after receipt of such service or 30 days of receipt of
DSI'S properly completed invoices, whichever is later. Annual maintenance and support fees
will be billed and are payable in advance in September of each year for years two (2) through
nine (9) of the Agreement.
Page 9 oi23


COUNTY shall be allowed to conduct random performance audits/reviews of the records generated
by DSI in performance oftbis Agreement at COUNTY'S sole expense. The COUNTY will provide
DSI with reasonable advance notice of the records reviews/perfoImance audits. Any records
obtained by COUNTY or compiled pursuant to audits/reviews of the records generated by DSI in
perfonnance of this Agreement, under this provision shall be considered confidential and shall not
be disclosed unless as required by Chapter 42.56 RCW, court order or as otherwise required by law.

The Parties intend that an independent contractor relationship will be created by this Agreement.
No agent, employee, servant or otherwise ofDSI shall be or shall be deemed to be an employee,
agent, servant or otherwise of COUNTY for any purpose, and the employees of DSI are not
entitled to any of the benefits that COUNTY provides for Spokane County employees. DSI will
be solely and entirely responsible for its acts and for the acts of its agents, employees, servants,
subcontractors, or otherwise during the performance of this Agreement. In the perfonnance of
the services herein contemplated DSI is an independent contractor with the authority to control
and direct the performance and details of the work, COUNTY being interested only in the results
obtained; however, the work contemplated herein shall meet the approval of COUNTY pursuant
to the provisions of the Agreement under which the services and work were let to DSI.



"Contractor" means any firm, provider, organization, individual, or other entity performing
services under this Agreement. It shall include any subcontractor retained by DSI as permitted
under the terms of this Agreement "Subcontractor" means one not in the employment of DSI, or
its parent Global Tel*Link Corporation, who is perfonning all or part of the services under this
Agreement under a separate contract with DSI. DS! may, with prior written permission from
COUNTY, enter into subcontracts with third parties for its performance of any part of DSI'S
duties and obligations. DSI shall have the right to contract with, and subStitute any
subcontractor, firm, third party provider, organization, individual or other entity performing
services under this Agreement at any time during the term of the contract. COUNTY reserves
the right to reasonably disallow a subcontractor to perform under the DS! contract. In the event
COUNTY does not allow a DSI subcontractor to perform, COUNTY will allow DS! a
reasonable amount of time to secure a replacement subcontractor. In no event shall the existence
of a subcontract operate to release or reduce the liability of DSI to COUNTY for any breach in
the performance of DSI' S duties. DS! agrees that all subcontra~tors shall be agents of DSI, and
DSI further agrees to hold COUNTY harmless for omissions of DSI'S subcontractors, their
agents or employees. COUNTY shall not be liable for any loss or damage resulting from
personal injury, physical loss, harassment of employee, or violations of the ''PATENT AND
COPYRIGHT INDEJv.1NIFICATION" provisions of this Agreement occasioned by the acts or
omissions of DSI'S subcontractors, their agents or employees.
COPYRIGHT lNDE1v.INIFICATION" provisions of this Agreement shall apply to all






Page 10 of23


Upon acceptance of the System, consistent with the standard of performance provisions set forth
elsewhere herein and upon completion of the initial term of the Inmate Telephone Services
Agreement in Attachment "C" with the exception of Call IQ and CorE1v1R software, DSI shall
convey to COUNTY good title to the purchased System, as described in Attachment "A", free
and clear of all liens, pledges, mortgages, encumbrances or security interests. Ca11.IQ is a
product that will only operate within the confines 'of the DSI telephone platform and CorEN.£R. is
a third party ,company who will not convey title to the product at any time. Should the
COUNTY choose to select a different EN.IR vendor in the future, CorElv.IR will provide the
COUNTY with a read-only version of their product in order for tlle COUNTY to access
historical records. Ail phones, phone related equipment, hardware and software provided by
DSI, including NCOTS and all components thereof, and DSI' s proprietary Call Recording
System Technology (the CRTS) shall remain the property of DSI, PROVIDED that any
recordings made for COUNTY under the inmate telephone services contract shall at all times
remain the sole property and responsibility of COUNTY.



COUNTY, upon paying the amounts due hereunder and performing all other covenants, terms,
and conditions on its part to be performed hereunder, may and shall peacefully and quietly have,
possess, and enjoy the goods arid services obtained hereunder without suit, molestation, or

DSI agrees to bear all risks of loss, injury, or destruction of goods ordered hereunder which
occur prior to delivery and installation at COUNTY'S destination; and such loss, injury or
destruction shall not release DSI from any obligation hereunder. DSI and its insurers, if any,
release COUNTY of responsibility for all risks of loss or damage to the system
softwarelhardware prior to both delivery and installation. After installation, the risk of loss or
damage Shall be borne by COUNTY except loss or danlage attributable to DSI'S fault or
DSI, its agents, employees or subcontractors shall conform in all respects with reasonable
physical, :fire, or other published security regulations while on COUNTY premises.
For the duration of this Agreement DSI will provide, maintain, and pay for insurance :in the
amounts and coverage's according to the terms and conditions stated in Attachment "B," attached hereto and incorporated herein by reference.
Page 11 of23


DS! shall take all precautions necessary and shall be responsible for the safety of the work and
shall maintain all necessary protections for that purpose. All work shall be done at DSI'S risk,
and if any loss or damage shall result from fire or from other causes, DSI shall promptly repaix or
replace such loss or damage free from all expense to COUNTY. DSI shall be responsible for any
loss or damage to material, tools or other articles used or held for use in connection with the
work. The work shall be carried on to completion without damage to any work or property of
COUNTY or of others and without interference with the operation of existing machinery or
For the purpose of this Section, the tenninology "COUNTY" shall also include the "SHERIFF."
(a) The COUNTY shall indemnify -and hold harmless DSI and its officers, agents, and
employees, from any and all claims, actions, suits, liability, loss, costs, expenses, and
damages of any nature whatsoever, by any reason of or arising out of any negligent act or
omission of the COUNTY, its officers, agents and employees, relating to or arising out of
performing Services pursuant to this Agreement. In the event that any suit based upon
such claim, action, loss, or damages is prought against DSI, the COUNTY shall defend
the same at its sale cost and expense; provided that DSI reserves the right to participate in
said suit if any principle of governmental or public law is involved; and if final judgment
in said suit be rendered against DSI, and its officers, agents, and employees, or jointly
against DS! and the COUNTY and their respective officers, agents, and employees, the
COUNTY shall satisfy the same.
(b) DSI shall indemnify and hold harmless the COUNTY and its officers, agents, and
employees, from any and all claims, actions, suits, liability, loss, costs, expenses, and
damages of any nature whatsoever, by any reason of or arising out of any negligent act or
omission of DSI, its officers, agents and employees, relating to or arising out of
performing Services pursuant to this Agreement. In the event that any suit based upon
such claim, action, loss, or damages is brought against the COUNTY, DSI shall defend
the same at its sole cost and expense; provided that the COUNTY reserves the right to
participate in said suit if any principle of governmental or public law is involved; and if
final judgment in said suit be rendered against the COUNTY, and its officers, agents, and
employees, or jointly against the COUNTY and DSI and their respective officers, agents,
and employees, DSI shall satisfy the same.
(c) Notwithstanding Article 27a-b, if the comparative negligence of the PARTlES and their
officers and employe~s is a cause of such damage or injury, the liability, loss, cost, or
expense shall be shared between the PARTIES in proportion to their relative degree of
negligence and the right of indemnity shall apply to such proportion.

Page 12 of23


(d) Notwithstanding Article 27c, where an officer or employee of a Party is acting under the
direction and control of the other Party, the Party directing and controlling the officer or
employee in the activity and/or omission giving rise to liability shall accept all liability
for the other- Party's officer or employee's negligence.
(e) Each Party's duty to indemnify shall survive the termination or expiration of the

(f) The foregoing indemnity is specifically intended to constitute a waiver of each Party's
immunity under Washington's Industrial Insurance Act, chapter 51 RCW, respecting the
other Party only, and only to the extent necessary to provide the indemnified Party with a
full and complete indemnity of claims made by the indemnitor's employees. The
PARTIES aclmowledge that these provisions were specifically negotiated and agreed
upon by them.
Duri?g the term of this Agreement, including any renewal period(s), COUNTY agrees to:

(1) Stipulate that DSI has no responsibility to advise COUNTY with respect to any
applicable law, regulation, or guideline that may govern or control telephone call
recordation or monitoring by COUNTY or compliance therewith. COUNTY has its
own legal counsel to advise it concerning any and all such applicable law, regulation,
or guideline, and compliance therewith. DSI disclaims any responsibility to provide,
and in fact has not provided, COUNTY any legal advice concerning such applicable
law, regulation, or guideline, or compliance therewith. COUNTY agrees to
indemnify, defend, and hold DSI harmless from any liability, claims, suits,
proceedings, damages, costs, and expenses (including attorney' s fees) relating to any
claims against DSI by any person arising out of failure of COUNTY to comply with
such applicable law, regulation or guideline that may govern or control telephone call
recordation or monitoring by COUNTY or compliance therewith.
(2) Acknowledge that all call detail records (CDRs) and call recordings contained in the
inmate tel~phone system equipment provided by nSI to COUNTY are the exclusive
property of the COUNTY for the tenn of this Agreement and any resulting extensions
of this Agreement. COUNTY agrees to indemnify, defend, and hold DSI harmless .
from any' liability, claims, suits, proceedings, damages, costs (including attorney's
fe~s) relating to any claims made against DSI by any person arising out of failure of .
COUNTY to comply with such applicable law, regulation or guideline relating to

DSI and COUNTY specifically warrant that the foregoing indemnity provisions are the subject
of explicit negotiation by the parties, and are specifically and expressly agreed to in
consideration of the mutual benefits .derived under the terms of the Agreement herein and take
precedence over any provisions that may be in conflict within this Agreement.

Page 13 of23


The Parties agree that neither DSI nor COUNTY shall be liable to each other, regardless of the
form of action, for consequential damages. The Parties further agree that neither shall be liable
to the othe~ for any lost profits or any demand or claim, regardless of the form of action, against
either party by any other person except a claim or demand based on patent · or copyright
infringement, in which case liability shall be as set forth elsewhere in this Agreement.
Neither DSI nor COUNTY shall be liable for damages arising from causes beyond the
reasonable control and without the fault or negligence of either DS! or COUNTY, or their
respective subcontractors.
Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of
any government body acting in either its sovereign or contractual capacity, war, explosions, fires,
floods, epidemics, quarantine restrictions, strikes freight embargoes, and unusually severe
weather; but in every case the delays must be beyond the reasonable control and without fault or
negligence of DSI, COUNTY, or their respective subcontractors.
If delays are caused by the default of a subcontractor without its fault or negligence, neither DSI
nor COUNTY shall be liable for damages for delays, unless the goods andlor services to be
furnished by their subcontractors were obtained on comparable terms from other sources in
sufficient time to pennit DSI or COUNTY to meet its required performance schedule.
Neither party shall be liable for personal injury or damage to tangible property except personal
injury or damage to tangible property proximately caused by each party's respective fault or
DSI'S lifetime liability under this Agreement shall be limited to direct damages that are proveD,
in an amount not more than $15,000,000 aggregate.
DS! will at its expense defend COUNTY against a claim that the system software, hardware or
documentation supplied hereunder infringes a u.s. or foreign patent or copyright, or that the
system's operation pursuant to a current release and modification level of any programm:ing
supplied by D~I infringes a U.S. or foreign patent or copyright. DS! will pay resulting costs, and
attorney's fees finally awarded provided that COUNTY promptly notifies DSI in writing of the
claim and DSI has sale control of the defense and all related settlement negotiations.
If such claim has occurred or in DSI'S opinion is likely to occur, COUNTY agrees to pennit
DSI, at its option and expense, either to procure for COUNTY the right to continue using the
system or to replace or modify the same so that they become non-infringing and functionally
equivalent If neither of the foregoing alternatives is reasonably available, COUNTY agrees to
return the system software, hardware andlor documentation at DSrS risk and expense upon
written request by DSI. ·In the event the Jail Management System has been installed less than
one year, tr~portation to the initial installation site, if paid by COUNTY, shall be refunded by
Page 14 ofD


DSI. DSI agrees to grant COUNTY a credit for returned hardware as depreciated.
depreciation shall be an equal amount per year over the life of the hardware.


For this section only, the depreciation shall be calculated on the basis of a useful life of :five (5)
years commencing on the effective date of purchase and shall be an equal amount per year over
said usefu11ife. The depreciation for fractional parts of a year shall be prorated on the basis of
365 days per year.
DSI has no liability for any claim based upon alteration or modification of the Jail Management
System supplied hereunder, if such claim would have been avoided by the absence of such
alteration or modification;
The foregoing states the entire obligation of DSI with respect to infringement of patents and
Insurance will be provided pursuant to the terms of Attachment "B."

In the event DS! terminates without cause or defaults on any of its obligations under any of the
provisions of this agreement, COUNTY shall thereupon have the right to procure on the open
market a system substantially similar in price and functionality hereunder required in lieu
thereof, and DS! shall be liable for damages as set forth herein. Termination by DSI by reason of
default under this provision shall not be effected until COUNTY provides DS! written notice of
the violation or failure to perfonn and DSI thereafter fails to correct the failure to perfonn or
violation within thirty (30) days of such notice.' Final termination will then be by written notice
by COUNTY to DS!. COUNTY shall thereupon have the right to deduct from any monies due or
that thereafter become due to DSI, without penalty, or to require DSI to pay COUNTY for
additional actual costs for procuring another Jail Management System including the following:


After thirty (30) days notice and failure to cure, DSI agrees to compensate COUNTY for
the difference between the cost of the DSI OMS system and the cost of the replacement
OMS system (cost to DSI not to exceed five-hundred thousand dollars ($500,000»
procured on the open market that is substantially similar,in price and functionality to the
OMS system to be installed in ATTACHMENT "A" (Le., the difference in the cost of
the replacement OMS system procured and the Two Million, Ninety-six Thousand, Five
Hundred and Four Dollars and Thirty-Four Cents ($2,096,504.34) price of the DSI OMS
system). The cost difference payable by DS! shall be further reduced by Nineteen
Thousand, Four Hundred and Twelve Dollars and Eight Cents ($19,412.08) for each full
month the telephone services contract in ATTACHMENT "C" has been completed not
to exceed the initial term of that agreement. COUNTY shall have the option of
purchasing the equipment listed in EXInBIT "E" under the same pricing fonnula upon
. termination for cause by COUNTY.

Page 150f23



Solely in the case of default by DSI, administrative costs for acquiring a replacement Jail
Management System including, but not limited to, cost of competitive bidding, mailing,
advertising, applicable excess fmancing charges or penalties, staff time and th~ like shall
be the responsibility of DS!. DSI'S administrative cost liability under this Agreement
shall not exceed $50,000 actual costs. DSI'S administrative cost limitation of $50,000 of
actual costs stated herein is considered an exclusive and separate redress and does not
modify any provisions regarding other damages, or any other conditions as are agreed to
by the parties, set forth elsewhere in this Agreement.


After a failure to cure with thirty days notice, cancel the Telephone Services Contract in
. Attachment "C".

This provision shall riot apply to any DSI failure(s) to perfonn that result from the negligent acts
or omissions of COUNTY.
DSI may, by written notice to COUNTY, and thirty (30) days to cure by COUNTY, terminate
this Agreement, in whole or in'part for failure of COUNTY to perform any of the obligations' or
provisions hereof. If COUNTY fails to fulfill in a timely and proper manner its performance
obligations under this Agreement, or if COUNTY violates any of the performance warranties
made herein, then DSI shall give COUNTY written notice of such failure or violation which
shall be corrected by COUNTY within thirty ' (30) days. If such failure or violation is not
corrected, this Agreement may be tenninated immediately by written notice from DSI to
COUNTY, and DSI shall remove all hardware and software immediately without recourse from

Upon tennination of this Agreement, COUNTY, in addition to any other rights provided in this
Agreement, may require DSI to deliver to COUNTY any software, hardware or user
documentation specifically produced or acquired for the perfonnance of such part of this
Agreement as has not been terminated.



In the event of COUNTY'S default or termination of this agreement without cause, COUNTY
shall pay to DSI the agreed upon price for software, hardware or documentation described in
Attachment "A" and Exhibit "E" received by COUNTY as provided for in Attachment "C," and
the amount agreed upon by DSI and COUNTY official for (i) software, hardware or user
documentation, and incurred expenses which were received by or purchased on behalf of
COUNTY, and (ii) the protection and preservation of property unless the temrination is for
default, in which case the Parties shall determine the extent of the liability of COUNTY;
PROVIDED that, in no event shall COUNTY pay to DS! an amount greater than DSI would
have been entitled to if this Agreement had not been tenninated. Failure to agree with such
~etermination shall be a dispute within the meaning of the DISPUTES clause of this Agreement.
The rights and remedies of COUNTY provided in this Agreement shall be exclusive.

Page 16 of23 .


After receipt of a Notice of Tennination, and except as otherwise specified by COUNTY, DSI .

1. Stop work under this Agreement on the date, and to the extent specified, in the Notice.
2. Place no further orders or subcontracts for materials, services, or facilities except as may
be necessary for completion of such portion of the work under this Agreement that is not
3. As to the portion of the Contract terminated, assign to COUNTY, in the manner, at the
times, and to the extent specified by COUNTY official, all of the rights and interest of
DSI under the orders and subcontracts so terminated, that would have been assigned if the
contract had not been terminated, .in which case COUNTY shall settle or pay any or all
valid claims of DSI arising out of the COUNTY's tennination of such orders and
subcontracts, or due DSI under the Agreement up to the date of termination.
4. Settle· all outstanding liabilities and all claims arising out of such tennination of orders
and subcontracts, with the approval or ratification of COUNTY to the extent COUNTY
may require. Such approval Of ratification shall be final for all the purposes of this
section. COUNTY shall reimburse DSI for all settled outstanding liabilities and claims
arising out of the COUNTY's termination of orders and subcontracts.
5. Transfer title to COUNTY and/or deliver in the manner, at the times, and to the extent
directed by the COUNTY contracting official, any property or licenses to use that are
required to be furnished to COUNTY.
6. Complete performance of such part of the work as shall not have been terminated by
COUNTY contracting official.
7. Take such action as may be necessary, or as COUNTY may direct for the protection and
preservation of the property related to this Agreement which is in the possession of DSI
and in which COUNTY has an interest. COUNTY's direction shall take precedence over
DSI's requirements to take such action as DSI deems "necessary." DSI shall not be
responsible if preservation and protection actions directed by COUNTY result in
incomplete or incorrect protection and preservation of said property. Costs above those
deemed "necessary" by DSI to protect and preserve property shall be passed on to
COUNTY if actions directed by COUNTY cause DSI to incur additional costs.
COUNTY shall take possession of, and DSI shall have no responsibility for any property
thirty (30) days past termination.
Upon filing of a petition for banlauptcy or financial reorganization or in the event of insolvency
of DSI, COUNTY may tenninate this Agreement upon thirty (30) days written notice signed by
COUNTY. Termination under such conditions shall constitute default by DSI. Should such
petition be dismissed or such insolvency no longer exists or should adequate evidence of DSI'S
Page 17of23


ability to continue performance be provided to COUNTY within thirty (30) days notice of
termination for default, no termination or default shall result.
In the event that either funding from the County or other sources is withdrawn, reduce:d, or
limited, or the authority of the County to perform any of its duties is withdrawn, reduced, or
limited in any way after the effective date of this Agreement and prior to normal completion, the
County shall have the authority to exercise the termination for convenience option to terminate
this Agreement, in whole or in part. If the COUNTY is compelled to tenninate the agreement
. due to funding issues outlined in this article, the County will provide fourteen (14) days written
noti~e terminating this agreement in whole or in part.

If this Agreement is terminated for the reasons stated in this article, the COUNTY is only liable
for payment required by the terms of this Agreement, for services rendered or softwarelhardware
received and accepted or softwarelhardware ordered by DSI that is non-returnable, nonrefundable or has been altered to meet COUNTY specifications but not delivered prior to the
effective date of termination.
Except as otherwise provided in this Agreement, when a bona fide dispute concerning a question
of fact arises between the Parties, and it cannot be resolved, either party may initiate COUNTY
dispute resolution procedtrre provided herein.
Time is of the essence in resolving disputes. The initiating party shall reduce its description of
the dispute to writing and deliver it to the responding party. The responding party must respond
in writing within ten (10) COUNTY working days. Then both parties shall have ten (10)
COUNTY working days to negotiate in good faith to resolve the dispute.
Both Parties agree to exercise good faith in dispute resolution.
The Parties agree that, the existence of a dispute notwithstanding, they will continue without
delay to carry out all their respective responsibilities under this Agreement that are not affected
by the dispute. If said dispute (s) cannot be resolved between the Parties, then each Party shall
have the right pursue all rights and remedies avaUable to that party as st~ted in the contract.


DSI may not, without the express written consent of COUNTY, assign, sublet or transfer in
whole' or in part its interest in this Agreement. DSI may not assign this Agreement to a present
or future affiliate or subsidiary or assign its rights to receive payment without 'COUNTY'S
written consent, except DSI may assign this AGREEMENT to any parent or successor of DSI
without *e written consent of COUNTY upon thirty (30) days written notice to COUNTY.

Page 18of23


Such assignment shan not operate to relieve DSI of any of its duties and obligations hereunder,
nor shall such assignment affect any remedies available to COUNTY that may arise from any
breach of the provisions of this Agreement, its supplements, or warranties made herein.


Any notice required or permitted to be given under this Agreement (except notice of software or
hardware problems) shall be effective on the date stated within or, if no date is given, upon
receipt; and shall be effective only if it is in writing and as an alternative to personal delivery,
sent by certified, registered or overnight U.S. Mail postage prepaid, if to the Parties as listed on
the face page of this Agreement or to such other address as each party may notify the other in
This Agreement has and shall be construed as having been made and delivered within the State
of Washington. and the laws of the State of Washington shall be applicable to its construction and
enforcement. Any action at law, suit in equity or judicial proceeding for the enforcement of this
Agreement or any provisions hereto shall be instituted only' in the courts of competent
jurisdiction within Spokane County, Washington.

If any term or ·condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
~pp1ications which can be given effect without the invalid term, condition or application; to this
end the terms and conditions oftbis Agreement are declared severable.
Except to the extent the provisions of this Agreement are clearly inconsistent, this Agreement
shall be .governed by any applicable provisions of the Uniform Commercial Code, hereinafter
referred to as the uec, as set forth in Title 62A RCW.
To the extent this Agreement entails delivery or performance of services, such services shall be
deemed "goods" within the meaning of the DCC, except when to so deem such servic~ as
"goods" would result in an absurdity.

In the event of any clear inconsistency or contradiction between this Agreement and the


the terms and conditions of this Agreement shall take precedence and prevail unless otherwise
provided by law.

Page 19 of13



If any litigation is brought to enforce, or arising out of this Agreement or any tenn, clause, or
provision hereof, the prevailing party shall be awarded its reasonable attorneys' fees together
with expenses and costs incurred with such litigation including necessary fees, costs, and
expenses for services rendered at both trial and appellate levels as well as subsequent to
judgment in obtaining execution thereof.
DSI shall comply with all applicable local, State and Federal licensing requirements and
standards necessary in the performance of this Agreement.

DSI represents and warrants that its products are designed and manufactured to meet Federal and
Washington State safety and health regulations that are in effect at the time of their shipment to
DSI further agrees to indemnify and hold harmless COUNTY from all damages assessed against
COUNTY as a result of the failure of the items furnished under this Agreement to so comply.
DSI shall not discriminate against any employee who is employed in connection with the work,
or against any applicant for such employment, because of race, creed, color, sex or national
origin, marital status, or the presence of any sensory, mental and physical handicap or sexual .
DSI warrants that no person or selling agency has been employed or retained to solicit or secure
this Agreement upon any agreement or understanding for a commission, percentage, brokerage,
or contingent fee, excepting bona fide employees or a bona fide established commercial or
selling agency ofDSl.
COUNTY shall have the right, in the event of breach by DSI of the above-stated provision, to:
annul this Agreement without liability, or
In its discretion, deduct from this Agreement price or consideration or otherwise recover the full
amount of such commission, percentage, brokerage, or contingent fee.
the P~ies recognize that in actual economic practice, overcharges resulting from antitrust
violations are in fact usually borne by the purchaser. Therefore, DSI hereby assigns to
Page 20 of23


COUNTY any and all claims recovery for sllch overcharges as to goods and services purchased
in connection with. this Agreement, except as to overcharges not passed on to COUNTY
resulting from antitrust violatio~ commencing after the date of the bid, quotation, or other event
establishing the pricing under this Agreement.
Any specific information that is contained in DSI'S Proposal that is confidential or proprietary
must be clearly identified'by DSI. If a request is made to view DSI'S proprietary information,
COUNTY will comply with the Open Public Records Act, chapter 42.56 RCW to the extent
required, but will provide DSI with ten (10) days advance notice of COUNTY's intent to fulfill
its obligations under the Act. COUNTY will specify any information that was marked as
confidential or proprietary by DSI but COUNTY deems not to be proprietary and plans to release
or that COUNTY has determined is otherwise subject to disclosure.
DSI agrees to submit to COUNTY all advertising, sales promotion, and other publicity matters
relating to any product furnished by DSI wherein COUNTY'S name is mentioned. DSI further
agrees not to publish or use such advertising, sales promotion, or pUblicity matter without the
prior written consent of COUNTY. COUNTY shall respond to any request by DSI within twenty
(20) business days or DSI shall be entitled to assume implied permission.
Only the Parties' or the Parties' delegate by writing shall have the express, implied, or apparent
authority to alter, amend, modify or waive any clause or condition of this Agreement. No waiver
of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
All remedies afforded in this Agreement or a law shall be taken and construed as cumulative,
that is, maddition to every other remedy provided herein or by law. Failure of either party to
enforce at any time any of the provisions of this Agreement or to · require at any time
performance by either party of any provision hereof, shall in no way be construed to be a waiver
of such provisions, nor in any way affect the validity of this Agreement or any part hereof: or the
right of either party to hereafter enforce each and every such provision.
Only COUNTY or COUNTY'S delegate by writing shall have the express, implied, or apparent
authority to alter, amend, modify, or waive any clause or condition of this Agreement on the part
of the COUNTY. Furthermore, any alteration, amendment, modification, or waiver of any
clause or condition of this Agreement is not effective or binding until made in writing and signed
by both Parties unless otherwise provided herein.

Page 21 of23


The article headings in this Agreement have been inserted solely for the purpose of convenience
and ready reference. In no way do they purport to, and shall not be deemed to, define, limit, or
extend the scope or intent of the articles to which they appertain.

No modification or amendment to this Agreement shall be valid until the same is reduced to
writing, in the fonn of an amendment, and executed with the same formalities as -this Agreement.


This Agreement, including all exhibits and attachments incorporated herein, sets forth the entire
Agreement between the Parties with respect to the subject matter hereof and except as provided
REPRESENTATIONS" understandings, agreements, representations, or warranties not
contained in this Agreement or a written amendment hereto shall not be binding on either party.
Except as provided herein, no alteration of any of the terms, conditions, delivery, price, quality,
or specifications of this Agreement will be effective without the written consent of both




[Signature Page Follows]


Page 22 of23


IN WITNESS WHEREOF, the Parties hereto have caused tills Agreement to be
executed on the day and year set forth herein above.


MARK RlCRtillD, Commissioner



1/'f"gio,Q ,

) ss.

I certify that I know or have satisfactory evidence that T-e..ff{-e.:! B. Bi\.l'dirw
is the person who appeared before me, and said person acknowledged that he/she SIgned this
instrument and acknowledged as the authorized agent for DSI-ITI, LLC to be the free and
voluntary act ofDSI-ITI, LLC, for the uses and purposes mentioned in this instrument.

SUBSCRIBED AND SWOR~ TO before me this

.Q. no\

day of

~ ,2011 .


NOTARY PUBLIC in and for the State ef ~
Vjr c".nj c. ,
, residing in
OYl(tu, (fA
My commission expires: 01 - 3 \ - 6l.D)'{


Page 23 of 23

·flOf~ Public
COrnmonw'''1I! of VJrgt~l" .



IIy COmmissIon Explrll Jul3t, 2014