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HomeMy WebLinkAboutAgreement Consolidated TelecomINMATE TELEPHONE AGREEMENT This lnmate Telephone Agreement (the '?greement") is made as of the 18th day of August 2O2O, by and between Kittitas Countv Sheriff's Office, Washington (collectively, the "Customer") and Consolidated Telecom, lnc. ("CTEL"). Utilization of Facilitv. The Customer, for and in consideration of the payment of the Commission (as hereinafter defined) and the services to be provided by CTEL, grants CTEL the exclusive right and license to install and maintain an lnmate Telephone System and inter-related hardware and software, inmate pay telephones and inter-related equipment (collectively, the "Equipment") within all facilities owned, operated, or controlled by the customer during the term of this agreement (collectively the "Facility"), upon the terms and conditions set forth in this Agreement. The Customer covenants and agrees to make the Facility available to CTEL for complete installation and operation of the Equipment as soon as possible after the date hereof. ln the event that the current KCCC (Kittitas County Corrections Center) is replaced within the five year term commencing afterthe initialterm that ends contemporaneous with the County's fiscalyear, CTEL Telecom agrees to remove all equipment specified herein and reinstall the equipment or its replacement as the case may be in the successor Facility at no expense to the County. Customer agrees to exclusively permit CTEL to install the inmate telecommunications system that will process collect calls, prepay and direct pay calls including local and long-distance traffic and associated hardware and software within all pre-existing and future jail and/or detention facilities. CTEL shall also be the exclusive provider of existing and future related inmate communications and personal inmate communication devices which include voice. Voice includes all phone calls. CTEL and customer agree that no other type of inmate personal communication devise will be installed in the Jail for inmate use without written agreement between both parties. During the term of this Agreement, CTEL shall have the right, from time to time, to replace any portions of the Equipment installed at the Facility, orto increase or decrease the number of items of Equipment within the Facility as is mutually agreed upon by the Customer and CTEL The Customer shall provide appropriate locations within the living quarters and day rooms of the Facility for installation of the Equipment, to ensure the inmates within the Facility have ready access to the Equipment to allow maximum daily usage thereof. The Customer agrees not to take any action of any kind that would adversely affect the inmates' accessibility to the Equipment and usage thereof, other than as required for the security and operation of the Facility. 1. Compensation. ln consideration of the right to install and operate the Equipment within the Facility, CTEL agrees to pay the customer as follows All telephone hardware and software replaced - No charge. Voice Biometrics included in Fusion Software. All video visitation kiosks hardware and software replaced. (11) eleven inmate kiosks in old jail. (1) one kiosk in L Pod. (1) lnitiated by and Kittitas County Sheriff's Ottice EW Page 1 of 6 one kiosk in Q-Pod and (a) four kiosks in direct supervision pod. Also, (3) three public kiosks. The total is (20) twenty kiosks. The site survey believed to be 20 kiosks which includes inmate and public kiosks. lf number is incorrect CTEL to add additional units. - No charge. All software and hardware upgrades at no charge throughout contract term. Chirping devices (texting devices) for each inmate. Hardware, software, charging stations all provided at no charge to facility. All Cat 6 wiring, wireless access points (POP's) installed at facility by CTEL at no charge to facility. Tablets for each inmate based upon L1-0 Average Daily Population. Additional tablets to be provided as ADP is increased and facility requests additional tablets. All provided at no charge to facility. Complete mail scanning by our staff. The mail will be downloaded to inmates e-mail account on either the kiosk or tablet. .0L cents reimbursement for fee collecting, charging and handing back Chirping devices to the inmates. 42%o commission on telephone revenue throughout the entire contract. 2A%o commission on all remote video visitation revenue. All on-site video visitation no charge to the end-user. 2OYo commission on all revenue generated on tablets or kiosks including e-mails, calls, remote video visitation, music, movies and all revenue generated applications. All applications that are free to inmate no monies will be generated for the facility. All commissions are based upon true gross or usage. No deductions for bad debt or unbillables from utilization of the Equipment through calls made by inmates within the Facility (the "Commission"). Gross billable calls are defined as all of the completed billable calls. Taxes, Regulatory and USF Fees are deducted at point of sale, network costs are deducted from usage. The Commission shall be paid by CTEL to the Customer on a monthly basis, as set forth in Section 3 below. (See section; item G for specific payment details). 2. Pavment and Accounting. CTEL agrees to paythe Customerthe Commission on a monthly basis, but in no event later than Sixty (501 davs following the month in which revenue was generated from the Equipment during the term of this Agreement. Each payment made by CTEL to the Customer will be accompanied by a report showing dates of collection and amounts collected from each pay telephone comprising the Equipment. All commission payments shall be final and binding upon the Customer unless written objection thereto is received by CTEL within thirty days of mailing of the commission payment to Customer by CTEL. 3. Licenses. All Licenses required by any state, county, city or other governmental authority shall be secured by CTEL, at its sole cost and expense. 4. Title to Equipment. During the term of this Agreement, the Equipment installed in the Facility pursuant to this Agreement shall remain the sole and exclusive property of CTEL. 5. Maintenance and Repair. During the term of this Agreement, CTEL shall repair and maintain the Equipment in good operating condition, including without limitation, furnishing all parts and labor, at its sole cost and expense. The costs shall include repairs to Equipment caused by any misuses, destruction, damage, vandalism, criminal actions or facility failures. CTEL will provide continuing and ongoing maintenance to the Equipment at its sole cost and expense, and all such maintenance services will be conducted in a timely manner. The Customer shall permit employees or contractors of CTEL reasonable access to the Facility at all times, in order to service, repair and maintain the Equipment. The Customer shall notify CTEL in writing of any misuse, lnitiated by d Kittitas County Sheriff's oftice 0424 ---7-- Page 2 of 6 destruction, damage or vandalism to the Equipment, as soon as practicable after ascertaining same. 6. Liabilitv. ln no event shall the Customer be liable for any damage or destruction to any item of Equipment, or for any injury resulting to any person from any failure of the equipment or its installation. 7. Term of Agreement. For the convenience of the Parties, the Agreement shall commence on the date of execution by the Customer ("Commencement Date"), and shall automatically terminate, unless renewed in accordance with the terms hereof, at the end of the Customer's fiscal year during which this Agreement is commenced (the "lnitial Term"). ln addition to the lnitial Term, the Customer shall have and is hereby granted a five (5) year Agreement. One (1) year automatic renewal absent notice to the contrary. Commencement Date to renew this Agreement for a term not to exceed one (1) fiscal year, all upon the same terms and conditions hereof, by either giving written notice of intent to renew, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the termination of this Agreement. 8. Uncontrollable Circumstance. CTEL reserves the right to renegotiate or terminate this Agreement upon sixty (60) days advance written notice if circumstances outside our control related to the Facilities (including, without limitation, changes in rates, regulations, or operations mandated by law; material reduction in inmate population or capacity; material changes in jail policy or economic conditions; acts of God; actions you take for security reasons (such as lock- downs) negatively impact our business; however, we shall not unreasonably exercise such right. Further, Customer acknowledges that Provider's provision of the services is subject to certain federal, state or local regulatory requirements and restrictions which are subject to change from time-to-time and nothing contained herein to the contrary shall restrict Provider from taking any steps necessary to perform in compliance therewith. 9. Event of default. Term ination of Asreement.ln the event either party defaults in the performance of any of its obligations under this Agreement, the non-defaulting party shall give the defaulting party written notice of default setting forth with specificity the nature of the event of default. ln the event the defaulting party fails to cure such event of default within thirty days from receipt of said notice of default, the non-defaulting party shall have the right to terminate this Agreement and pursue all notice of default, the non-defaulting party shall have the right to terminate this Agreement and pursue all other remedies available to the non-defaulting party, either at law or in equity. lf the performance of this Agreement or any obligation hereunder, is interfered with by reason of any circumstances beyond the reasonable control of the parties, including without limitation, fire, explosion, riots, civil unrest, power failures, injunctions, or acts of God, then the party affected shall be excused from such performance on a day-to-day basis to the extent of such interference, provided the party so affected shall use reasonable efforts to remove such cause of no-performance. ln the event any governmental tariff or regulation prevents CTEL from providing services, or such tariffs or regulations make continuation of this agreement impractical for economic reasons or otherwise, then CTEL, at its sole discretion, may terminate this Agreement without liability. lnitiated by nd Kittitas County Sheriff's office Ehq ------7- Page 3 of 6 ln the event of a termination of this Agreement for any reason, the Customer agrees to allow CTEL access to the facility in order to remove the Equipment. CTEL agrees to remove the Equipment within thirty days after termination of this Agreement. 10. Authoritv. Each party to this Agreement warrants and represents that they have the unrestricted right and requisite authority to enter into and execute this Agreement, to bind the respective party, and to authorize the installation and operation of the Equipment. 11. Miscellaneous. A. Any notice to be given hereunder shall be in writing and shall be delivered by certified mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties set forth below, and all such notices shall be deemed received when delivered in the manner set forth above. B. CTEL's services shall be furnished by CIEL as an independent contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by CTEL as an independent contractor. CTEL acknowledges that the entire compensation for this Agreement is specified herein and CTEL is not entitled to any County benefits including, but not limited to: vacatior poV, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. C This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. D. This Agreement and any records resulting shall be subject to all provisions of the Public Records Act, RCW 42.56. CTEL agrees to provide the fullest assistance in providing any records responsive to any such request. The County agrees to provide at least L5 working (Monday - Friday, Saturdays, Sundays and legal holidays excluded) notice to CTEL pursuant to RCW 42.56.540 to seek injunctive relief subject to the venue provision herein cited if CTEL has reason to believe any such record should not be released. lf to Consolidated Telecom: Consolidated Telecom, Inc. 8LL3 Ridepoint Drive Suite 205 lrvine. TX 75063 Tel: 1-800-583-9683 lnitiated by nd Kittitas County Sheriff's otfice &ey'Page 4 of 6 lf to Customer:Kittitas Countv Sheriffs Office 205 W. 5th Avenue Ste 1 Ellensburg, Washineton 98926 Tel: (509) 962-7527 A. This Agreement shall be constructed under and is enforceable under the laws of the State of Washington. Venue of any action shall be as provided in RCW (Revised Code Of Wash i ngton) 36.01.050. B. 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. C. lf any provision of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the other provisions shall remain. D. This Agreement shall be binding upon and inure to the benefit of CTEL and the Customer, and their respective successors and assigns. E. This Agreement may be executed in counterparts, each of which shall be fully effective as an original, and all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties. The rights and obligations of the parties shall be determined solely from the terms of this Agreement and any prior or contemporaneous oral agreements are superseded by and merged into this Agreement. This Agreement cannot be varied or modified orally and can only be varied or modified by a written instrument signed by all parties. F. ln summary CTEL is pleased to offer the following: kiosks in old jail. (1) one kiosk in L Pod. (1) one kiosk in Q-Pod and (4) four kiosks in direct supervision pod. Also, (3) three public kiosks. The total is (20)twenty kiosks. The site survey believed to be 20 kiosks which includes inmate and public kiosks. lf number is incorrect CTELto add additional units. - No charge. charging stations all provided at no charge to facility. charge to facility. provided as ADP in increased and facility request additional tablets. All provided at no charge to facility. e-mail account on either the kiosk or tablet. lnitiated by CTE nd Kittitas County Sheriffs Office 9&ty' Page 5 of 6 devices to the inmates. visitation no charge to the end-user. mails, calls, remote video visitation, music, movies and all revenue generated applications. All applications that are free to inmate no monies will be generated for the facility. All commissions are based upon true gross or usage. No deductions for bad debt or unbillables The Parties agree to the terms and conditions of this contract and shall bind themselves effective upon execution of the contract. EXECUTED AS OF THE DATE AIID YEAR FIRST ABOVE WRITTEN CONSOLIDATED TELECOM, INC.KITTITAS COUNTY SHERIFF'S OFFICE, WASHINGTON By:By: 6rotva- -ffirrAt Name: Clavton MyersName: Title:\)i.-R"ridr.,.-t_Title: Sheriff 13*)olo lnitiated by CTEL Kittitas County Sheriff s onicel@-.Page 6 of 5 cq\toltDr:ED itt!(or. 8(c I CTEL, LLC An Affiliate of Gonsolidated Telecom, lnc. I nm ate M essaging Seryice CTEL, LLC, an affiliate of Consolidated Telecom, lnc. (Vendor) with its principle place of business located at 8113 Ridgepoint Suite 205 lrving, Texas 75063 agrees to provide a messaging servicel for inmate usage called Chirping to the Kittitas County Sheriff's Office on hreh alf of the Kittitas Countv ons Center (Customer) with its principal place of business at: 205 W. 5th Avenue Ste 1 Ellensburo, Washington g8926 agree as follows: Exclusive Aqreement Customer agrees to exclusively permit Vendor the right to install, support and maintain a messaging platform and service within aii pre-existing anci iuture jail anciior detention facilities during the term of this agreement. ln the event that the current KCCC (Kittitas County Corrections Center) is replaced within the term of this agreement, Vendor agrees to remove all equipment specified herein and reinstall the equipment or its replacement as the case may be in the successor Facility at no expense to the County, Aqreement Term: This agreement will remain in force and effective for forty-eight (48) months from the Commencement Date. Unless written notice is.delivered ts either party at least ninety (90) days prior to the expiration of the initialterm or any renewal term of this Agreement, this Agreement shall automatically renew for a twelve (12) month term upon the same terms and conditions as set forth herein. YenCg Proyldesi Vendor will provide, install and maintain Chirping devices, associated operational hardware, charging stations and transport containers (a tub and/or cart). Additionally, Vendor will provide ongoing service, support and maintenance of the Chirping devices and platform. Customer Pfovides: Customer provides a secure area for a tub and/or cart to store and charge chirping devices, as well as electric (AC) to charge devices, at no charge to Vendor; additionally, 1 U.S. Patent Nos. 10,082,835 and 10,085,'126. Used under license from Hank Technology LLC." corlollDl?E tt$cot( tsc.n Customer will provide the labor to check the devices in/out and keep the chirping devices charged. Chirping Rates. Fundinq & Fees: Chirping rates include - four dollars ($4.001 per month per chirping device and phone number, and ten cents ($0.t O1 per chirp. Chirping funds are added by friends and family through Vendor's customer service center or the inmatesales.com web site. Funding fees include - a three-dollar ($3.OOl funding fee through inmatesales.com or a five dollar and ninety-five cent ($5.SS1fee through Vendors live representative customer service center, plus credit card fees. l-abqr Reimbursement: Vendor will pay Customer labor reimbursement in the amount of one cent ($0.01) from every completed Chirp. To the extent that chirps are used from chargeback deposits, total chirp count will be adjusted for purposes of calculating the labor reimbursement. Bevice Loss/ Damaqe & Replacement Policv: Each device has a value of two hundred dollars ($200.00). The inmate will be charged the device value if damaged or lost while assigned to him/her. The replacement cost will be deducted from the device account until paid in full before another device is assigned to the inmate. Miscellaneous Provisions: A. Any notice to be given hereunder shall be in writing and shall be delivered by certified mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties set forth above, and all such notices shall be deemed received when delivered in the manner set forth above.B. Vendor's seryices shall be furnished by Vendor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and ail services performed shall be made and performed pursuant to this Agreement by Vendor as an independent contractor. Vendor acknowledges that the entire srnpensatirsn for this Agreementis specified herein and Vendor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Vendor will defend, indemnifu and hold harmless the County, its Additional lnsureds, officers, agents or employees from any loss or expense, including but not limited to 2 coxsotottE tiltcott tbt.!settlements, judgments, setoffs, aftomeys'fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. c This Agreement shall be subject to all laws, rules and regulations of the United States of Amer.ica, and State of Washington, and political subd ivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibifs.D. This Agreement and any records resulting shall be subject to all provisions of the Public Records Act, RCW 42.56. Vendor agrees to provide the fullest assistance in providing any records responsive to any such request. The County agrees to provide at least 15 working (Monday - Friday, Saturdays, Sundays and legal holidays excluded) notice to Vendor pursuant to RCW 42.56.54A to seek injunctive relief subjecito th" venue provision herein cited if Vendor has reason to believe any such record should not be released.E. This Agreement shall be constructed under and is enforceable under the laws of the State of Washington. Venue of any action shall be as provided in RCW (Revised Code Of Washington) 36.01-0S0.F. ln no event shallthe Customer be liable for any damage or destruction to any item of Equipment, or for any injury resulting to any person from any failure of the equipment or its installation. Authority to Represent: Each party to this Agreement warrants and represents that they have the unrestricted right and prerequisite authority to enter into and execute this Agreement, to bind the respective party, and to authorize the installation and operation of the equipment. The rights and obligations of this Agreement will be binding and shall inure to the benefit of the respective parties, their subsequent owners, successors, heirs, and assignees. lN WITNESS WHEREOF, the parties hereto intending to be legally bound, have executed this Agreement to be effective beginning on the 18th day of August 2020 (the Commencement date). CTEL, LLG Kittitas County Sheriff's Office a0b ,wQte avton Mvers- Sheriff Print Name Signatu Print Name, Title 3- >dre 3 K-r Date Date