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~ Legaoy Inmate
~ Communicat1ons
Inmate Communicati on Serv ice Agreement
,
This Agreement is made this the 2.Sll-day of
s:f~l~
2016, by and
between Legacy Inmate Communications a dba of Lega y Long Distance International,
Inc. ("Legacy" or "the Company") with principal offices at 10833 Valley View Street Suite 150, Cypress, CA. 90630 and the Yuma County Jail District ("District') with
principal offices located at 141 South Third Avenue, Yuma AZ.. 85364.
RECITALS
WHEREAS, the Company is in the business of providing various inmate communication
services, and operator assisted telecommunication services; and
WHEREAS, the District operates and/or manages a correctional facility/detention center;
and
WHEREAS, Legacy will install and maintain the Inmate Communication Operating
System - iCON™. iCON™is a complete turnkey Inmate Call Management System with
investigative, technical, and administrative communication features; and
WHEREAS , Legacy will provide and maintain for the life of this Agreement inmate
telephones, Bridge Communication Devices (BCDs) and associated equipment to be
installed at the Yuma County Detention Center- Main Facility and Annex.
WHEREAS, the District desires to enter into this Agreement in order to permit
Inmates/Detainees the use of Company installed inmate telephones to place collect,
collect pre-paid, and/or Debit call. The District may also desire at any point during the
service agreement period Video Visitation Service, Instant Messaging, and Video
Messaging that will be provided via the Company's Bridge Communication Devices.
Now THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties do hereby contract and agree as follows:
1.
SERVICES PROVIDED BY LEGACY
1.1
Inmate Telephone Service.
(a) Collect Calls. To the extent consistent with applicable federal and state laws,
rules and regulations, Legacy agrees to provide, and the District hereby
agrees to accept the provision of operator services with automated
assistance for the Yuma County Detention Center- Main Facility and Annex.
Each operator service call originating from the telephones and placed through
the Company may be charged "collect" to pre-approved destinations. Legacy
will validate each call through the national Line Information Database {LIDS)
and will only process "collect" calls to destination points that do not have
registered blocks. Calls shall only be billed upon "acceptance" by the
Page 1of10
destined party. Legacy shall notify each called destination that the call is
coming from the "Yuma County Detention Center", provide the name of the
"caller/inmate", provide the called party with call rate information, and allow
for acceptance or denial of the call. The Company will also provide the called
party the option to block their telephone number from further calling.
(b} Pre-Paid "Collect" Service. Legacy shall provide its Friends and Family prepaid call service. Legacy agrees to provide pre-paid collect service as
needed. The Company will provide a toll-free access number for friends and
family to call to set up prepaid "collect" service accounts. The Company shall
also provide access to an internet-based website where prepaid services can
be ordered.
(c) Debit Card Inmate Phone Account Service. Debit Cards will be provided to
District as requested. The District will receive the offered commission
percentage as a discount on each purchased card. The District will be
invoiced for all inmate phone account service charges with requested
payment due within thirty (30) days of the invoice being received .
(d) Inmate Phones. The Company agrees to provide the inmate phones, mobile
telephone carts, and associated equipment for the entire period of this
Agreement. Legacy further agrees to maintain all such equipment in good
working order at no cost to the District for the entire period of this agreement.
(e) Communications Management System (iCON™). The Company agrees to
provide access to its inmate communications management system - iCON™.
iCON™shall provide all services described by the Company in its response to
the Yuma County Jail District's Solicitation of Proposals for the Inmate
Telephone & Video Visitation Service at the Detention Center.
(f) Service Level Responses. The Company agrees to provide the District with
twenty-four-hour toll-free customer support, 365 days a year including
holidays. The Company shall provide the following guaranteed Service Level
Response times for Inmate Telephone & Video Visitation Service:
•
Minor Service Category. A minor service category shall be defined
as any service request the affects; one (1) individual inmate telephone
or BCD not operational, static or other noise heard on the telephone
line, iCON system administration action needed, new or customized
report requested, or additional training requested . All minor category
service requests shall be addressed within eight (8) hours of the
report with problem resolution provided within twenty-four (24) hours.
•
Major Service Category. A major service category shall be defined
as any service request that affects; two (2) or more inmate telephones
or BCDs not operational, call detail/recording information not listing on
the iCON System, call recording or live monitoring utilities notoperational or dysfunctional. All major category service requests shall
be addressed within four (4) hours of the report with problem
resolution provided within four (4) hours of the report unless otherwise
negotiated with the District.
Page 2of 10
•
1.2
Emergency Service Category. A major service category shall be
defined as any service request that reports twenty five (25%) of
inmate telephones or BCDs being disabled in any location of the
Detention Center. All major category service requests shall be
addressed within one (1) hour and a service technician guaranteed
on-site within two (2) hours of the report.
Bridge Communication Devices and Services (BCDs).
(a) BCDs. The Company agrees to provide, install and maintain up to thirty-nine (39)
Bridge Communication Devices at the Yuma County Detention Center- Main
Facility and Annex. The BCD devices will provide remote and on site video
visitation services. If requested by the District at any time during the service
period the BCD devices will also provide secure Instant Messaging (e-mail)
services, and Video Messaging Services. The BCDs will also have the ability
function as inmate telephones.
(b) Video Visitation Kiosks. The Company agrees to provide, install and maintain up
to eleven ( 11) Video Visitation Kiosks for public use at the Yuma County
Detention Center- Main Facility and Annex.
(c) Video Visitation Service. Upon request by the District the Company agrees to
provide remote and onsite video visitation service at the Yuma County Detention
Center- Main Facility and Annex.
1.3
Hardware & Software.
(a) Installation. During the term of this agreement, Legacy shall supply a fully
functional and supported turn-key solution, at no cost to the District, that includes
such computer equipment and software to enable the District and its inmates to
access the services listed in this agreement. Computer equipment and software
includes necessary network cabling, power, and any other associated peripheral
devices required for network services.
(b) Updates. During the term of this agreement, Legacy shall provide the latest
generation release of hardware and software services to the District. All required
system updates and enhancements shall be provided at no cost to the District.
(c) Removal. At the expiration or termination of this agreement, Legacy shall remove
all hardware and software from the Yuma County Detention Center- Main Facility
and Annex at no cost to the District. Effective immediately upon the expiration or
termination of this agreement, all applicable network software shall automatically
and without notice terminate and expire.
2.
COMPENSATION
2.1
Call Commissions. Legacy agrees to pay the District a percentage of all billed
and collected inmate call, remote video visit, instant messaging (E-mail) and
video messaging revenue. Refer to Exhibit "A"
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2.2
Inmate Call Commission Payment. Legacy shall remit all commissions due to the
District thirty (30) days after the end of each calendar month (EOM). Legacy will
pay the District the sum of $5000.00 for every occurrence in which commission
payments are not paid on time.
2.3
Payment Calculation. Gross billable revenue is calculated as the sum of minutes
and charges. Commission due the District shall be calculated as the product of
the total gross billable revenue multiplied by the contracted percentage
allowance. Refer to Exhibit "A".
3.
COMPLIANCE WITH LAW
3.1
Compliance with Law. Legacy shall comply with all laws, rules and regulations
affecting its obligations in conjunction with the provision of the Services including,
without limitation, those relating to provision of information to End Users
regarding telecommunication services.
3.2
Regulatory Changes. This Agreement is subject to the applicable federal and
state laws, rules, and regulations relating to inmate telephone services, and to
regulatory or other governmental orders, rules, regulations or approvals as may
apply from time to time. The parties acknowledge and agree that the applicable
Laws may be deleted, amended, or added to from time to time, and that such
alterations may create a conflict between the then-current Laws and the terms or
operation of this Agreement. If any conflict between this Agreement and such
Laws or regulations exists, or comes in to existence, during the Term or Renewal
Term of this Agreement, then the Laws shall control and this Agreement shall be
deemed modified accordingly.
3.2.1
Regulatory Requirements. This Agreement shall be construed in accordance
with applicable state and federal laws, rules and regulations. In the event those
regulatory or legal requirements are in any manner inconsistent with or require
modification to the terms of this Agreement subsequent to the date of execution
hereof, no written amendment or variation executed by both parties shall be
necessary. Rather, any such amendment or variation shall be effective upon
mailing of written notice by the Company via first-class, postage-prepaid mail or
telephone facsimile transmission of written notice to the Yuma County Jail
District.
4.
SERVICE TERM
4.1
Term. This Agreement will be for a period of one (1) year, beginning July 1, 2016
and ending July 1, 2017.
4.2
Renewal Options. Upon completion of the initial one (1) year term, the District at
its own discretion, may exercise an option to renew the terms of this agreement
for a period of one ( 1) additional year. The District may continue to renew this
agreement annually for additional period of three (3) years. The District agrees
to provide Legacy with sixty (60) day notice of its intent to renew the Agreement.
All terms and conditions shall remain in effect during the subsequent renewal
periods.
Page 4 of 10
4.3
Termination: The District may terminate this Agreement, in its sole discretion,
without penalty, upon ninety (90) calendar day's written notice. Upon receipt of
termination notice, Legacy shall promptly discontinue services unless the notice
directs otherwise.
4.4
May be cancelled Pursuant to A.R.S . § 38-511 . All parties hereto acknowledge
that this agreement is subject to cancellation by the District pursuant to the
provisions of Section 38-511, Arizona Revised Statutes.
5.
MISCELLANEOUS
5.1
Governing Law. All parties hereto acknowledge that this agreement is subject to
cancellation by District pursuant to the provisions of Section 38-511, Arizona
Revised Statutes.
5.2
Non-Transferable or Assignability. Legacy shall not assign any of its rights or
obligations under this contract without the prior written consent of the District.
Any attempt to assign without such prior written consent shall be void.
5.3
Entire Agreement. Legacy and the District have read this agreement and agree
to be bound by all of its terms, and further agree that it constitutes the entire
agreement between the two parties and may only be modified by a written mutual
agreement signed by both parties.
5.4
Non-Waiver Enforceability. Failure of the District to enforce, at any time, any of
the provisions of this Agreement, or to request at any time performance by
Legacy of any of the provisions 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 thereof, or the right of the District to enforce each provision .
5.5
Liabilities Against Procuring Agency: Legacy shall indemnify, keep and save
harmless the County, all County agents, officials and employees against all
injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and
expenses, which are made against the County (a) by any Third Party for death,
personal injury and /or property damage and which arise out of or result from
Legacy's acts or omissions, or those of its employees, servants and agents, or
(b) on account of any act, claim , or amount arising or recovered under workers'
compensations law or (c) arising out of the failure of Legacy to conform to any
statutes, ordinances, regulation, code, law or court decree. It is agreed that
Legacy will be responsible for primary loss investigation, defense and judgment
costs where this contract of indemnity applies. In consideration of the award of
this contract, Legacy agrees to waive all rights of subrogation against the County,
its officers, officials, agents and employees for losses arising from the work
performed by Legacy for the County.
5.6
Insurance Requirements. Without in any affecting the indemnity herein provided
and, in addition thereto, Legacy shall secure and maintain throughout the term of
the Contract, the following types of insurance with limits as shown:
a. Workers Compensation - A program of Workers' Compensation
insurance or a State-approved Self-Insurance Program in an amount
and form to meet all applicable requirements prescribed by Arizona
law, covering all persons providing services on behalf of the Vendor
Page 5 of10
and all risks to such persons under contract. If Legacy has no
employees, it may certify or warrant to the District that it does not
currently have any employees or individuals who are defined as
"employees" and the requirement for Workers' Compensation
coverage will be waived by the District.
b. Comprehensive General and Automobile Liability Insurance - This
coverage to include contractual coverage and automobile liability
coverage for owned, hired and non-owned vehicles. The policy shall
have combined single limits for bodily injury and property damage of
not less than $1,000,000/$3,000,000.
c. Professional Liability - Professional liability insu rance with limits of at
least $1,000,000 per claim and occurrence.
Additional Named Insured. All policies, except for the Workers' Compensation,
Errors and Omissions and Professional Liability polices shall contain additional
endorsements naming Yuma County and the Yuma County Jail District, its
officers, employees, agents and volunteers as additional named insureds with
respect to liabilities arising out of the performance of services here under.
Waiver of Subrogation Rights. Legacy shall require carriers of the above-required
coverage to waive all rights of subrogation against Yuma County and the Yuma
County Jail District, its officers, employees, agents, volunteers, Vendors, and
subcontractors
Policies Primarv and Non-Contributory. All policies required above are to be
primary and non-contributory with any insurance or self-insurance programs
carried or administered by the County.
Proof of Coverage. Legacy shall immediately furni sh certificates of insurance to
the District evidencing the insurance coverage, including the endorsements
above required, prior to the commencement of the performance of services
hereunder, which certificates sha ll provide that such insurance shall not be
terminated or expire without thirty (30) days written notice to the District. Legacy
shall maintain such insurance from the time Legacy commences performance of
the services hereunder until the completion of such services. Within sixty (60)
days of the commencement of this Agreement, Legacy shall furnish certified
copies of the policies and all endorsements.
Certificate of Insurance. Any policy endorsements that restrict or limit coverage
shall be clearly noted on the Certificate of Insurance. Prior to commencing
services under this contract, Legacy shall furnish the District with a
Certificate of Insurance, or formal endorsements as required by the contract as
issued by contractor's insurer(s) as evidenced that policies providing the required
coverage's, conditions, and limits required by this contract are in full force and
effect. Such certificates shall identify this project by name, RFP number and
shall provide for not less than (30) days advanced notice of Cancellation,
Termination, or Material Alteration. Such certificates shall be sent directly to:
Yuma Cou nty Risk Management Office
198 Main Street
Yuma, Arizona 85364.
Page 6 of 10
Insurance Review. The above insurance requirements are subject to periodic
review by the District. Yuma County's Risk Manager is authorized, but not
required, to reduce or waive any of the above insurance requirements whenever
the Risk Manager determines that any of the above insurance is not available, is
unreasonably priced, or is not needed to protect the interests of the
County/Legacy. In addition, if the Risk Manager determines that heretofore,
unreasonably priced or unavailable types of insurance coverage or coverage
limits become reasonably priced or available , the Risk Manager is authorized but
not required, to change the above insurance requirements, to require add itional
types of insurance coverage or higher coverage limits, provided that any such
change is reasonable in light of past claims against the County/Legacy, inflation,
or any other item rea sonably related to the County's/Legacy's risk. Any such
reduction or waiver for the entire term of the Agreement and any change
requiring additional types of insurance coverage or higher coverage limits must
be made by amendment to this Agreement. Legacy agrees to execute any such
amendment within thirty (30) days of receipt.
5.7
Notice. Notice shall be deemed to have been received upon receipt of a postageprepaid letter or telephone facsimile transmission at the addresses set forth in
the next sentence, unless otherwise changed by written notice from time to time.
Notice to the Company shall be sent to Legacy Inmate Communications, 10833
Valley View Street - Suite 150, Cypress CA 90630.
Attention: Contract
Administrator, facsimile: 800-700-1116.
Notice to the Yuma County Jail District shall be sent to:
Sheriff Leon Wilmot
Yuma County Sheriffs Office
141 S. Third Avenue
Yuma AZ. 85364
5.8
Confidentiality. Any other provision of this agreement notwithstanding, the parties
acknowledge that Yuma County is a public institution, and as such is subject to
Arizona Public Records ACT, A.R.S. 39-121, et seq. Any provision reg arding
confidentiality is limited to the extent necessary to comply with the provisions of
state law. In the event a public records request is made for information and/or
documents designated as confidential or proprietary, the District will notify the
other party as soon as possible. Legacy and the District ag ree to hold
confidential all information shared that may be marked or indicated by the other.
The District understands that Legacy's inmate communications operating system,
iCON™. is proprietary and access to and all information about the system are to
be considered confidential unless disclosure is required by state or federal law.
Access to the system cannot be granted to any non-designated facility personnel.
In the event that the District contract with a Vendor in the future to replace
Legacy, the District will insure that the iCON "" system is not viewed or accessed
by the Vendor.
5.9
Service Proposal for Inmate Telephone Service. It is agreed by both parties that
Legacy's proposal to the Yuma County Jail District for Inmate Telephone and
Video Visitation Service shall serve as an addendum to this Agreement , and is
incorporated herein by this reference. All services, conditions, and terms set
Page 7of10
forth by the District in its Request for Proposals for Inmate Telephone and Video
Visitation Service at the Detention Center shall be considered an Addendum to
this Agreement.
5.10
Legal Arizona Workers Act Compliance. To the extent applicable under A.R.S. §
41-4401 , Legacy and its subcontractors warrant compliance with all federal
immigration laws and regulations that relate to their employees and compliance
with the E-verify requirements under A.R.S. § 23-214(A). The Company or
subcontractor's breach of the mentioned warranty shall be deemed a material
breach of the Agreement and may result in termination of the Agreement by the
District. The Yuma County Jail District retains the legal right to randomly inspect
the papers and records of the Company and its subcontractors who work on the
Agreement to ensure that the Company and its subcontractors are complying
with the warranty. That Company and its subcontractors further warrant to keep
the papers and records open for inspection during normal business hours by
Yuma County and to cooperate with County inspections.
5.11
Certification of No Scrutinized Business Operations. Pursuant to A.R.S. § 35397, the Company here by certifies that it does not have scrutinized business
operations, as defined in A.R.S. § 35-391(15), in Countries of Sudan or Iran.
5.12
Non-Discrimination: The parties agree to comply with all applicable state and
federal laws, rules, regulation and executive orders governing equal employment
opportunity, immigration, nondiscrimination, including the Americans with
Disabilities Act, and affirmative action.
5.13
Interference with Operations: Legacy shall not interfere with the normal operation
of the Yuma County Detention Center, equipment, or the work of any Contractor
or Sub-Contractor on County premises. When Legacy anticipates unavoidable
interference, it shall so notify the District as soon as Legacy receives knowledge
of that interference, and a Project Schedule adjustment shall be made
accordingly. Should the interference request be denied and result in an
unavoidable delay in the Project schedule, Legacy shall be entitled to a mutually
agreed to extension of time for performance. The District shall have final
determination of priorities in case of conflicts with the operation of others. Legacy
shall not operate any of the County's equipment or control devices or those of
any Contractor or Sub-Contractor on the County's premises, except at the
direction and under the immediate supervision of the County's designated
representative.
5.14
Non-Appropriation Clause . Legacy acknowledges that Customer is a
governmental entity and the Agreement validity is based upon the availability of
public funding under its authority. In the event that public funds are unavailable
and not appropriated for the Customer's obligations under this Agreement, then
this Agreement shall automatically expire without penalty to Customer after
written notice to Contractor of the unavailability and non-appropriation of public
funds. It is expressly agreed that Customer shall not activate the nonappropriation provision for its convenience or to circumvent the requirements of
this Agreement, but only as an emergency fiscal measure.
Page 8of 10
In Witness Hereof, the Company and the Yuma County Jail District have executed this
Agreement on the 25th day of July, 2016. The individuals signing below warrant that
they have the authority to sign for and on behalf of the respective parties.
Yuma County Jail District
Signature
Leon Wilmot. Yuma County Sheriff
Name/Title (Please Print)
Curtis A. Brown. President
Name/Title (Please Print)
J u ly 2 5 , 2016
Date
Date
Page 9of10
Exhibit "A" -Rates and Commission
(I lEGACY(fL~~ti
Yuma County End User Call Rates - Revenue Share
Type
Connection
Local
N/A
Collect
$0.20
$0.20
65%
Intralata
N/A
$0.40
$0.40
65%
Interlata
N/A
N/A
N/A
N/A
$0.40
$0-40
65%
$0.25
$0.25
65%
$0.35
$0.35
65%
$0.50
$0.50
65%
Interstate
Mexico/ Canada
International
Day
Evening/Weekend
Prepaid
Local
N/A
$0.20
$0.20
65%
Intralata
N/A
$0-40
$0-40
65%
Interlata
N/A
N/A
$0-40
$0.40
65%
$0.21
$0.21
65%
$0.35
$0.35
65%
International
N/A
N/A
$0.50
Debit
$0.50
65%
Local
N/A
$0.20
$0.20
65%
Intralata
N/A
N/A
$0-40
$0.40
65%
$0-40
$0.40
65%
N/A
N/A
N/A
$0.21
$0.21
65%
$0.35
$0.35
65%
$0.50
$0.50
65%
Interstate
Mexico/Canada
Interlata
Interstate
Mexico/ Canada
International
End User Rates and County Revenue Share - BCD Services
On-Site Video Visitation
Remote Video Visitation
E-Mail/lnstant Messaging
Video Messaging
Voice Messaging*
None
$0.35
$1.00
$2.50
$1.00
per minute
per message+ Reply
per message
per message
None
55%
55%
60%
55%
*Voice Messaging services to be provided on both standard inmate telephones and BCDs.
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