Prison Phone Justice

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AGREEMENT

~ETWEEN

STATE OF WASHINGTON DEPARTMENT OF CPRRECTIONS

AND AMERICAN TELEPHONE AND
FOR INSTALLATION AND OPERATION OF
AT STATE CORRECTIONAL INSTITUTIONS

TELEGRAP~ COKP~
AN rHHATE TELEPHO~ SYSTEH
AND WORK RELEASE ~ACILITIES

/,~ ~,:

This Agreement is made and entered into this
y of March,
1992, by and between the state of Washington De artment of
Corrections ("Department"), and American Telephone ad Telegraph
Company ("contractor").
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WHEREAS, Department issued Request for Proposal ~o. CRFP2562,
dated September 4, 1991, for an Inmate Telephonelj System and
Recording/Monitoring at Department Correctional Instilitutions', and
Work Release Facilities (the "RFP");
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WHEREAS, on November 12, 1991, Contractor responded to the RFP
with a total solution, combining a proposal by CQ~tractor, an
interexchange carrier, to provide interLATA long dist nce service,
with proposals by three local exchange companies ~"LECs"), GTE
Northwest Incorporated ("GTE"), Telephone utilities 0' Washington,
Inc. dba PTI communications ("PTI") and U S West C mmunications
("USWC"), to provide inmate telephone stations an: enclosures,
recording and monitoring equipment and local ~ d intraLATA
telephone service (collectively, the "Combined
oposal" and
individually, the "AT&T Proposal, II the "GTE Propo aI, the "PTI
Proposal" and the "USWC Proposal");

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WHEREAS, on December 20, 1991, the Department ~nnounced its
selection of Contractor as the successful vendor oni the basis of
the Combined Proposal, with the understanding that'epartment and
Contractor would enter into an Agreement coverig the entire
project as set forth in the RFP and that Contract' would enter
into Subcontracts with GTE, PTI and USWC to cover thQ e portions of
the RFP for which those three LECs would be respons ble;
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NOW, THEREFORE, Department and Contractor do mu~ually agree as
follows:
1.

Inco

oration bv Reference of RFP and Pro osals.

Contractor hereby agrees to provide the equipme t and services
required by the RFP, on the basis set forth i~ the Combined
Proposal.
The RFP and the Combined Proposal, inc~uding the AT&T
Proposal, GTE Proposal, PTI Proposal and the USWC Pi'oposal (e~cept
for USWC's response to Attachment B to the RFP), s'all const~tute
and hereby are made a part of this Agreement as t '. ~_!ully set
forth herein. As used herein, the term "Contracto,. ~shall~~~
and refer to AT&T, its subcontractors and suppfJers-i;'JJ-@L~~Tfrf/
subsidiaries, affiliates, employees and agents of' 'I ~'ch of tii~~n:l
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2.

Scope of Agreement.

A.
The terms and conditions of this Agreement aPPly to the
LEC Public Telephones at Department Correctional Institutions and
Work Release Facilities listed on Attachment A to the ~PI as well
as t~ new and expanded facilities for which the Departm,nt requests
serv1ce.
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I LEC Public
B.
This Agreement applies to two types OftTelephones:
PubI ic Telephones made available to I ates, from
which only collect calls can be made ("Inmate Public "elephones n )
and other Public Telephones located on the premisesl of certain
facilities for use by staff and visitors but not inm4tes ("Staff
Public Telephones"), from which both "1+" and "O+n tel phone calls
can be made. Unless otherwise stated in this Agreemet, the term
"Public Telephone" shall refer both to Inmate Public Te: ephones and
Staff Public Telephones.
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3.
ProvisJ.on
Contractor.

of

InterLATA

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InternatJ.onali ServJ.ce by

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Contractor agrees to provide "0+" interLATA and ~'ii ternational
service to all Pub I ic Telephones located on the· premises of
Department Correctional Institutions and Work Releas. Facilities.
The Department hereby selects Contractor as the I! 0+" primary
interexchange carrier ("PIC") for operator assisted
+) interLATA
and international calls placed from all such LEC Publi Telephones.
The Department appoints Contractor as its Agent for, purposes of
submitting the Department's selection of Contractor a~ its PIC for
such LEC Public Telephones. Nothing in this Agreement!j requires the
Department to route "1+ 1r interLATA calls to AT1&T from any
telephones covered by this Agreement.
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4.

Subcontractors.

The Department hereby approves Contractor's us~ of GTE, PTI
and USWC as Subcontractors under this Agreement.
S~~ forth below
is a list of the equipment and services for which1i each of the
Subcontractors will be responsible to provide to the jepartment, in
accordance with the specifications of the RFP and the:GTE Proposal,
PTI Proposal and USWC Proposal:
A.
GTE. GTE shall install and maintain pubiic telephone
sets,
all
associated
equipment,
lines,·
Dictaphone
recording/monitoring equipment and call timing and jcall blocking
software at the following location:
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i.

Washington State Reformatory, MJnroe

GTE shall install and maintain public telepho,e sets, all
associated equipment, lines, call timing and blocki~g software at
the following locations:
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ii. Twin Rivers Corrections Center
iii. Indian Ridge corrections center, Atlington
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iv. Special Offender center, Monroe
GTE shall also provide local and intraLATA telephone $ervice and
operator service to the GTE Public Telephones at the I above four
locations

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PrI. PTI shall install and maintain publi~ telephone
sets,
all
associated
equipment,
l i n e s , r Dictaphone
recording/monitoring equipment and call timing and c~l blocking
software at the following l o c a t i o n s : !
B.

i.
ii.

Clallam Bay Corrections Center
,
Washington Correction Center for ,omen
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PTI shall install and maintain public telephone' sets, all
associated equipment, lines, call timing and call blockang soft~are
at the following l o c a t i o n s : i
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iii. Olympic Corrections Center
iv. Pine Lodge Pre-Release
Coyote Ridge
v.
PTI shall also provide local telephone service and opel1lator service
to PTI Public Telephones at the above five locations.:
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C.

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uswe.

USWC shall install and maintain pUb ic telephone
sets,
all
associated
equipment,
lines,! Dictaphone
recording/monitoring equipment and call timing ~nd blocking
software at the following locations:
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i.
ii.
iii.
iv.

Washington corrections center, s~elton
McNeil Island Penitentiary
Washington state Penitentiary, Wqlla Walla
Airway Heights
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USWC shall install and maintain public telephon~ sets, all
associated equipment, lines, call timing and blockin~ software at
the following locations:
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v.
Tacoma Pre-Release
vi. Cedar Creek Corrections Center
vii. Larch Corrections Center

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USWC shall also provide local and intraLATA telepho~~ service and
operator service to USWC Public Telephones at tlile above six
locations.
5.

Term.

The term of this Agreement shall be five (5) yeajs, commencing
as of March 16, 1992 ("Effective Date"). Upon at le st sixty (60)
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days' written notice prior to the end of the initial term or a
renewal term, either party may request renewal of the A~eement, in
which case the Agreement may be renewed for any len#h of time
agreed upon by the parties. Upon expiration of the ini1:ltial term or
a renewal term without either notice of termination orLsigning of
an agreement to renew, this Agreement shall automatica~l1Y continue
on a month-to-month basis.
6.

Ownership of Equipment.

All equipment installed on Department premises pursuant to
this Agreement shall be provided as a service to the D~partment in
accordance with the RFP. No equipment shall be sold qr leased to
the Department under this Agreement. Title to all publ~c telephone
equipment,
monitoring/recording equipment,
softwa~~,
wiring,
hardware and enclosures installed pursuant to this Agr~ement shall
remain in contractor, or the applicable subcontractor ,r supplier,
during the term of this Agreement.
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7.

commissions Payable to the Department
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A.
In return for the right to provide Inmate! and Public
Telephone Service under this Agreement, Contractor, GTE, PTI and
USWC shall each pay to the Department on a month It basis the
commissions set forth in Attachment 1 to this Agree)nent.
Each
carrier's monthly commission checks shall be s~nt to the
Superintendent of each covered Correctional Institu~ion or Work
Release Program, made payable to the Inmate Welfare fund, unless
and until the Department shall specify a different p4yee for the
carriers' commission checks.
B.
For all
be payable as of
facilities in GTE
as of the cutover
schedule mutually
Subcontractors.

facilities in USWC territory, commi~sions shall
the Effective Date of this Agreemet.
For all
and PTI territory, commissions shal be payable
date established pursuant to the im~lementation
agreed upon by the Department, Contractor and its
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C.
The commission schedule set forth in Attac~ent 1 shall
also apply to LEC public telephones at any ne~ Department
correctional Institutions or Work Release FacilitiEijs which are
added to this Agreement at the request of the Depart~ent.
D.
If any of the Commissions set forth in Att~chment 1 are
not paid within 45 days after the end of any bi+ling cycle,
interest at an annual rate of 10% shall be paid co~encing as of
the 46th day. This interest charge shall not apply t~ the true-up
commission payments made by Contractor and USWC with respect to the
initial billing cycles of this Agreement.

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8.

Reports.

Contractor, GTE, PTI and USWC shall each provide t~~ following
reports with respect to the traffic carried by that entity:
A.
A monthly call detail report for I~ate Public
Telephones,
by institution,
and address~d to the
superintendent of the institution showing the:etate, time,
payphone number, called nwnber and length of~1 each call.

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B.
A monthly commission report for Inmat~ and staff
Public Telephones, by institution, showing to~al revenues
generated by each Inmate and Staff Public Te~ephone for
that monthly commission cycle. Each such rep~rt shall be
sent to two locations: one copy to the inst:;i.tution and
one copy to the Department of Corrections,: Attention:
Sharon Shue, Telecommunications Manager, P. 0 ~ Box 4J.l10,
MS: 61, OlYmpia, WA 98504-41110.
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9.

Maintenance

Contractor, its subcontractors and suppliers sh~ll provide
maintenance for the equipment, software and services sUQplied under
this Agreement pursuant to the terms and conditions of:the RFP and
Proposals submitted in response to the RFP .. The app~ppriate LEC
(GTE, PTI or USWC) shall designate a single point of contact to
receive trouble reports for each Correctional Institu~ion or Work
Release Program in that LEC' s territory.
The Department shall
address trouble reports relating to any service ot equipment
provided under this Agreement to these designated points of
contact, which are listed in Attachment 2 to this' Agreement.
Following the installation of equipment under this: Agreement,
Contractor, its subcontractors and suppliers shall: leave the
Department's premises in good condition and broom clean.
10.

Responsibilities of the Department

The Department shall:
A.
Take reasonable precautions to protect the public
telephone stations and. related equipment and mon~toring and
recording equipment and software from damage, vandali$m, theft or
hazardous conditions and promptly report any dama,-e, service
failure or hazardous condition to Contractor's points o~ contact as
referred to in Section 9 and listed in Attachment: 2 to this
Agreement.
B.
Subject to the Department's security r~quirements,
provide access as needed to Contractor, its sub~ontractors,
suppliers and agents to service the equipment provide4 herein.

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C.
Keep the public telephone stations clean and the station
locations free from debris or obstructions.
11.

InterIATA "0+ Service

A.
Staff Public Telephones shall comply with the~ignage and
unblocking requirement of the Telephone Operator consum~r Services
Improvement Act of 1990.
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B.
If this Agreement is amended to add a cprrectional
Institution or Work Release Program located in an . area where
Contractor does not track billed "0+" interIATA reven~s from LEC
Public Telephones, a monthly average revenue (MAR) mutually agreed
upon by the parties will be used in calculating Cpntractor •s
monthly "0+" interLATA revenues. The developed MAR w:Ul.l be based.
upon the monthly revenues generated from a like Washihgton State
institution, with a similar inmate population and a similar ratio
of inmates to public telephones.

12.

Monitoring/Recording

Contractor shall
provide live or mechanica~ operator
announcements for all personal calls made from Intilate Public
Telephones that the call 'is coming from a prison inmate and that it
will' be recorded and may be monitored and/ or intercl!.pted.
The
Department s~all be responsible for instituting proced~res at each
location to ensure that attorney-client calls are not ~ecorded or
monitored.
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13.

Indemnification

A.
The Contractor shall defend, protect and ho:ld harmless
the state of Washington, the Department, or any employ~es thereof,
from and against all Claims, suits, or actions arisihg from any
negligent or deliberate act or omission of the Co~tractor or
Subcontractor, or agents of either, while performin9 under the
terms of this Agreement.
The provisions of this paraBraph shall
not apply to any act or omission by the Contractor fq~ which the
Department, in the text of this Agreement, has agreed t~ defend and
hold the Contractor harmless. The provisions of this Sl!.ction shall
survive any termination or the expiration of this Agr~ement.
B.
The Department shall defend, protect and hCJi:ld harmless
Contractor, its employees, agents or subcontractor$:, from and
against all claims', suits, actions, loss or injury arising from any
negligent or deliberate act or omission of the Department or any
employee thereof, while performing under the ter$s of this
Agreement, except to the extent that the claims result from the
negligence or willful acts of Contractor's employees, agents or
subcontractors.
The Department shall defend, prote¢t and hold
harmless the Contractor, its employees, agents or sub4ontractors,
from and against all claims, suits, actions, loss or injury arising
out of or in any way connected with Contractor's provi$ion of call
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recording equipment and call monitoring equipment to the! Department
under this Agreement. The provisions of this section shPII survive
any termination or the expiration of this Agreement.
14.

Regulatory

The local, intraLATA and interLATA service provideq under this
Agreement is subject to applicable tariffs or price lis~s, as filed
pursuant to the requirements of the Federal Co~unications
Commission and the Washington Public Service commission.
15.

Force Majeure

Neither party shall be held liable for any delay or failure in
performance of any part of this Agreement caused by citcumstances
beyond the reasonable control of the party affec,ed or its
subcontractors or suppliers, inclUding, but not limitep to, fire,
explosion, lightning, pest damage, power surges oJ:" failu~es,
strikes or labor disputes, water, acts of God, the elejnents, '-war,
civil disturbances, acts of civil or military authorities or the
public enemy, inability to secure raw materials, transportation
facilities, fuel or energy shortages.
16.

Limitation of Liability

Except in cases involving willful or wanto~ conduct,
Contractor's liability to the Department with resp~ct to the
provision of local, intraLATA or interLATA service shal~ be limited
to its obligation to pay commissions as set fd~th above.
Contractor's liability with respect to the provisioq of public
telephone stations and related equipment and the Pfovision of
monitoring and recording equipment is limited to dir~ct damages
which are proven. CONTRACTOR SHALL NOT BE LIABLE TO TH~ DEPARTMENT
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHaTHER OR NOT
CONTRACTOR HAD BEEN ADVISED OF THE POSSIBILITY OF SWCH LOSS OR
DAMAGE), BY REASON OF ANY ACT OR OMISSION IN ITS PERFO~CE UNDER
THIS AGREEMENT.
17.

Conflict Resolution

A.
Should a dispute arise between the parties hereto, with
respect to the terms of this Agreement or the perform~ce hereof,
the parties shall attempt to resolve the dispute informally, by
investigating and discussing the issues.
In working toward a
resolution of the dispute, the parties may seek the a$sistance of
upper management within the respective organizatic:ms of the
Department and the Contractor.
B.
In the event that informal efforts to resolVie a dispute
are unsuccessful, the parties shall, prior to filing suit, submit
their dispute to a mutually agreed upon third part¥ mediation
service for non-binding mediation (for example, Judicial Mediation
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Service, 1420 Fifth Avenue, suite 400, Seattle, WA
party shall share the cost of such mediation.
18.

98~01).

Each

Termination and Termination Procedure

A. In the event that a correctional facility coveted by this
Agreement is closed for lack of funding, consolidation with other
facilities or as a result of other judicial or governmental action,
the Department may terminate this Agreement as to tha' facility.
B. In the event of a failure by Contractor to perform any of
the provisions hereof with respect to anyone or more c~rrectional
facilities covered by this Agreement, or with respect td' anyone or
more of the three LEC territories covered by this Agre$ment (GTE,
PTI or USWC), the Department may give Contractor thirty (30) days'
written notice of intent to terminate for defaUlt, spe¢ifying.the
nature of the alleged failure of performance and identifyin~'the
location(s) and/or LEC territory affected. Contractor snall not be
deemed to be in default if Contractor cures the failure of
performance within the thirty (30) day notice period, or if the
nature of Contractor's default is such that more than thirty (30)
days are reasonably required for its cure, then Contractor shall
not be deemed to be in default if Contractor shall co$mence such
cure within said thirty (30) day period and thereafter diligently
prosecute such cure to completion.
C.
Unless there is a default consisting of a !failure of
performance as to the entire Agreement, a terminatibn of this
Agreement under the terms of this Section 18 a and b as to any
single correctional facility or as to any single LEe territory
shall not operate as a termination as to any other c~rrectional
facility or other LEC territory, and this Agreement shall remain in
full force and effect for all other correctional facili~ies and LEC
territories.
D.
During the first three years of this Agr~ement, the
Department may terminate this Agreement in whole or in part only
upon one or more of the following events:
fo~

1.

Termination for the reasons provided
18 a., b. and c. herein, or

in section

2.

Any action by the legislature, the Governor's
office, the Federal communication commission, the
Washington utilities and Transportation, Commission
or a court of competent jurisdiction whach results
in or necessitates termination of this A~reement in
whole or in part.

Any termination under paragraph 18 0(2) above :requires at
least 90 calendar days written notice of sucp action be
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provided to Contractor by Department as Rrovided in
section 19 "Notices."
After the first three years of this Agreem~nt, either
party may terminate this Agreement without cause by
giving written notice to the other party, as p~ovided for
herein, at least 180 calendar days prior to ~ effective
date of said termination.
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19.

Notices

A.
Any notices or other communications to be ,iven under
this Agreement shall be provided to the follc:>w~ng ::parties by
personal delivery, first class u.s. mail or facs~m~le:
state of Washington
Department of Corrections
P.o. Box 9699, MS: FN-61
Olympia, WA 98504
Attention: Gary L. Banning
Administrator, Contracts
and Regulations
Facsimile no.
(206) 586-8723
Tel. no.
(206) 753-5770

AT&T
4460 Rosewood Drive!,
Pleasanton, CA 94588
Attention: Patrici~
Facsimile no.: (5101~
Tel. no.
(510 11)

Room 6330
MaitIand
224-5498
224-4926

The name, address or facsimile number for notice may be chang~d by
giving notice in accordance with this section.
If mailed in
accordance with this section, notice shall be deemed given When
actually received by the individual addressee or desi~ated agent
or three (3) business days after mailing, whichever is ~arlier. If
transmitted by facsimile in accordance with this sectlon, notice
shall be deemed given when actually received by the' individual
addressee or designated agent or one (1) business' day after
transmission, whichever is earlier.
B.
Courtesy copies of any notices provided by d,ne party to
the other under this Agreement shall be provided, using any of the
methods specified in Section 19A, to:
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u.S. West Communications, Inc.
14808 SE 16th, Basement
Bellevue, WA 98007
Attention: Susan Haynes
Facsimile no.
(206) 451-6011
Tel. no.
(206) 451-5328

GTE Northwest Incorporated
23120 West Casino Road
Everett, WA 98204
Attention: Joanna S::issons
Facsimile no.: (20«) 353-6558
Tel. no.
(206) 356-4175

PTI Communications
Post Office Box 90
Forks, WA 98331
Attention: John Fryling
Facsimile no.: (206) 374-9636
Tel. no.:
(206) 374-2300
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20.

Rights in Data

The data covered by General Term "Rights in Data" c.iPntained in
Attachment B to the RFP does not include information ~elating to
interLATA, intraLATA or local calls, which shall remain the
property of the applicable carrier (AT&T, USWC, PTI q~ GTE), and
shall be kept confidential subject to the requtrements of
Washington public records law.
In the event of a third party
request for such data, the Department shall notify Cdntractor in
advance of responding to the request in sUfficient·t~e to allow
Contractor to negotiate any appropriate protective arrangements,
consistent with any applicable time limits for the D~partment to
respond to the third party, but in any event prior tq disclosing
the data.
21.

Bond

Contractor shall post a performance bond or a perform4nce/p~yment
bond in the amount of $500,000 on a form accept~le tcr' the
Department.
Such bond shall be for the purpose of wuaranteeing
satisfactory performance by Contractor of the servides required
hereunder and the payment of commissions due or owing to the
Department.
22.

Incorporation of General Terms and Conditions

The Department of Corrections General Terms and Co~ditions, as
set forth in Attachment B to the RFP, are incorporated herein by
reference, except as modified are amended herein, a:.:nd with the
exception of the following, which are deleted as ina~plicable to
this project:
A. General Term "Indemnification" on page 5 of Appendix B is
superseded by Section 13 above ("Indemnification").'
B. General Term "Disputes" on page 10 of Ap~endix B is
superseded by Section 17 above ("Conflict Resolution") ,,: and Section
18 ("Termination and Termination Procedure") .
.
C. General Terms "Termination by Contractor" and "Termination
for Convenience on page 11 of Appendix B are supersed~ by Section
5 above ("Term") and Section 18 ("Termination and: Termination
Procedure").
23.

Contract Modifications

The parties may supplement or amend this Agreement by mutual
consent, provided such supplement or amendment is i~ writing and
signed by authorized representatives of both parties.:

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24.

Entire Agreement

This Agreement and the documents incorporated herein by
reference, i.e., the Combined Proposal, the RFP and the Department
of Corrections General Terms and Conditions (Atta¢hment B),
constitute the entire understanding between the p~rties and
supersede
all
prior
understandings,
oral
o~
written
representations,
statements,
negotiations,
propqsals
and
undertakings with respect to the subject matter here~~. In the
event that any provisions of this Agreement and the i~corporated
documents are inconsistent, the order of precedence ~all be as
follows: (1) this Agreement; (2) the Combined Proposal:(except for
USWC's response to Attachment B to the RFP: (3) the RFP and (4) the
Department of Corrections General Terms and Conditions (Attachment

B).
TELEGRAPH

STATE OF
DEPARTME

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By:

By:

(Signature)

Jo~n. t'olUtll

Chase Riveland
(Typed or Printed Name)

::».le s

Secretary

(Da~

3/31/92
(Date)
Approved as to Form:
OFFICE OF THE ATTORNEY GENERAL
STATE OF WASHINGTON

~~

Vr-~nature)~ 1~
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(Typed or Printed Name)

A~);fh", ~
(Title)

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(Title)

By:

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(Typed or Printed Name)

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(Date)

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COMMISSION SCHEDULE
1. AT&T: commission rate of 24% on billed revenues fro~" operatorassisted intraLATA, interLATA and international calls icarried by
AT&T.
2. GTE: commission rate of 27% on billed revenues fro. operatorassisted local and intraLATA calls carried by GTE.
3. PTI: commission rate of 27% on billed revenues
assisted local calls carried by PTI.

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4. USWC: the following commission rates shall apply' to billed
revenues from operator-assisted local and intraLATA catls carried
by USWC:
USWC agrees to pay the Department a commission rate of 3p%. At the
end of each calendar year of this Agreement, USWC s~all review
billed USWC revenues against the schedule shown below and increase
the compensation, if appropriate, as follows:
Adjustment Lev~l &
New Commission:, Rate

Annual USWC Revenue

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$2.0 Million
$3.0 Million
$4.0 Million

35%
36%
37%

The USWC commission rate will ~ot fall below 35%. Once: a level of
commission has been achieved, it will remain in place throughout
the remaining years of this Agreement unless the next appropriate
level is attained.

ATTACHMENT 1