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1012912018
14:18 Washington county Jail
(f~SO 638 6118
P.0121021
INMATE TELEPHONE SERVICES AGREEMENT
Thie Inmate Telephone Servlcn Aepeement rAQreomaptj I& made by and betWeen Inmate CalUng
SOIUtlone, LLC, dlb/a ICSolutlona (11.IQI"), having Its prlnGlpal place of bualn988 at 2200 Danbury Street. San
Antonio, TX 78217. end W8ahlnaton county, Pforlda (the "COuntt) having lt8 prlnolpal addreea as aetforth
on Exhibit A, attached hereto.
1.
Tann of Contract. This Agreement ahaD commence upon the date lnmatss within the County's control
begin placfng telephone calls from the Equipment. which has bean aetimated to be Augtl8t 1, 2018
(the "CYlmtlr PIP"), and shaft remefn In force and effect far three (3) years from the Cutover Data.
Thia Agreement shall autometlcaUy renew for addltlonal terms of one (1) year, each upon the same
terms and conditions as set forth herein, unleae either party otherwfae provides written notice to the
other party at least ninety (BO) days prior to a aohadulad renawel. Notwlthatandlng the foregoing. either
party may tennlnate thla Agreement. based on s matarlal, adVerae economic change beyond such
partyts raasonabkt control, with sixty (80) day's prior written notice. Upon tennlnatlon of this
Agreement. County 8h1U tmmadlately cease the uae of any Equipment provldtd hereunder.
2.
Service & Equipment. Thie Agreement appUee to the proviaiOn of lnmate telephone aervlces by ICB
using Equipment either centrally located or within apace provided by the County at each of the ""1ca
L.Aoltfona" Ulted on Exhibit A, attached hereto. The term 11Eay1pm9nf' 18 deftnad herein 11 telephone
sets, computer systems and softWare. aP as mora fully described on Exhibit B, attached hereto. All
Equipment shalt be Installed by properly trained personnel and In a good, workmanlike manner. Any
Equipment of ICS lnstlHed upon the premises owned. leased or otherwise under tho aupervlelon of
county, ahall ramaln In an respects the property of ICS. ICS reaervee the rtght to remove or relocate
any Equipment that fa subjected to reourrtng vandalism or lneufftclent uaage. ICS shall not axercleo
such rtght of removal or relooatfon unreasonably and, In any cue wfth at least thfrty (30) days prior
notice to County. Upon removal of Equipment by ICS. ICS shall reatore the premise to lt8 ortglnal
condition, on:llnary wear and tear excepted.
a.
Alteratlon and Attachmena.. county shall not make alterations or place any attachmenta to
Equipment and Equipment &hall not be moved, removed. rendered Inoperable or unusable, or made
lnaccesslble to·1nmates or users by County without the expreea written permission of ICS.
4.
Training. ICS lhlD provide on-alte training plus lntemet-baeed training at no coat to County. Additional
training may be provided upon County's request based on avallablJlty of ICS.
I,
ean Rate&. ICS ahan provide caning aervlces to retall conaumera, on a pre.paid and/or post·blUed
ba818, et the rates and chal'ges set forth on Exhlblt C, attached hereto. ICS roserl88 the right to
establish thntahakle for the revel of any collect oaU credit to be anowed for the blllad consumer. Rates
and charges may be subject to change based on an order or rule of a regulatory authority having
appllcable jurfedlctlon.
8.
Commissions to County. ICS Wiii lnataH, OJ)eflte and rnalntatn Equipment at no charge to Cotmty.
res wm pay county the comml88fon amounts set forth on E>chlbrt D, attached hereto (cofrectlvely the
yommlglqnli, fn consideration Of tho County granting ICS exclustve rights for the lnatallatlon and
operation of Equipment servicing the service Locations. No comm1111ons shall be paid to County on
amounts 11alallng to taxee. regulatory surcharges such es unlveraal service fUnd, or other fees and
charges not appllc.ble to the bffled cells.
ICS wlll pay Commissions to County on a monthly basis on or before the first buelnoas day oocumng
49 days rotrowfngtf'le a Id of the-month-fn-whfM-elftJlt semmlesfe"' .,., aSfRM er aeeA:utd. But*
Conunlaalons shall be eent to the addreas deelgnated by County or wired to an account designated In
wrtttng by County for euch purpose.
- CC>NFID!NTfA1.. .
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The parties agree that all flnanclal conafderation for aervlces hereunder la pnldlcated on 1ha rates and
charges appllcable at the time of execution and Is, therefore, subject to adjustment baled on any
changes that may be raqul1&d by any law, rule. tartff, order or policy (any of which, a "Bacwlatorv
Chanq1") of, or govemacl by, e regulatory body having Jurisdiction over the public oommunlcatfona
oontampl1ted herein. In the event that a Regulatory Change affects such rate9 and charges, the
parties agree to enter Into good faith negotletkms to amend this Agreement· In a manner that provides
suftlcfent consideration to ICS for ongoing servlcee, as well aa compiles with the Regulatory Change.
If the parties cannot reach an agreement as to the amendment necessary within 30 days Of pubUc
notice of the Regulatory Change. then ellher party may terminate this Agreement with an addfttonal
80 days' prior written notice. In addition, Commission rateta are predtcated on County maintaining an
average dally Inmate population conafatentwlth the average of the three month& preceding the CUtover
Date end having accesa ta telephones materially consletent with Industry practice.
1.
County ahall:
a. Advise 108 of any Services Location or related premise that haa bean cfoaed.
b. Throughout the tenn of tlti8 Agreement, lndudlng any renewal terms, use
provider for au matter8 retatfng to Inmate telecommunlcatlan aervtcee.
res as ft8 excfuslve
c. Reasonably protect the Equipment against wlllful abuae and promptly report any damage, service
fallure or hazardous condltlona ID ICS.
d. Provide necessary power and power source, at no coat to ICS, and an operating environment with
reasonable COOUng consistent wHh general Office use.
· ·
e. Provide suitable space and accessfblllty for Inmates' u1e1 of telephone serviceS.
f.
Pennlt ICS to display reasonable slgna furnished by ICS and not afflx or allow to be affixed any
other signs, equipment or lnfonnatlon to the Equipment.
g. Permit nmsonable access by ICS to Countya Servloe Loaatfon1 as reasonably necessary for ICS
to lnatall. support and mafntaJn the Equipment.
h. COmply with all federal, etate and local statutes, rules, regulations, ordinances or oode8 governing
or applicable to the telephone services Offered by ICS.
8.
Law and Venue. The domestic laW of the State of Flortda shall govem the cons1ruction, Interpretation
and perfonnance of this Agreement and all transactions h8feUnder. All disputes he19undar ahaD be
resolved excluatvely in state or federal Jurlsdlction& located In Waahlngton County, Florida.
t.
Notices. Any notice or demand requited hereunder ehall be given or made by maU, postage prepaid,
addraaaed to the respective party at the addre88 flrat set forth or referenced above unle88 otherwise
communicated In wrlUng.
10.
Entire Agreement. Thie Agreement conetttutes the entire Agreement between the parties and may
not be modfffed or amended other than by a written Instrument executed by both partlee. Any ord9f8
placed by county hereunder shall be Incorporated herein by mutual aoneent of the parllea and shall
supplement bUt not supersede the provisions of this Agreement. The County represents and wananta
that It has the legal authority to make declatons concemlng the provlslona of apace fer telephones
ptaced1'y 168aHlte•eNlee ~satl&As GG\-ared ~ •J&.Agsees.ieAt aad tbat ICS mav rely thereon
Thia Agreement supersede& any prtor written or oral underatandlng ~ the parttea.
·CONFIDENTIAL ..
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14:18 Washington county Jail
(f~SO 6386118
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11.
Risk of Lose. ICS shall relieve county of all risk of loae or damage to Equipment during the pertoda
of transportation and rnatanatlon of the Equipment. However, County 8halt be reeponefbte for any loas
or damage to Equipment located on the premise aaueed by fault or negffgence of County, Its
employees or others under County's aupervtelon.
12.
Default. In the event either party shell be in breech or default of any terms, conditions, or covenents
of thfa Agreement and such breach or default ahall continue for a period of thirty (30) days after the
giving of written notice thereof by the other party, then, In addltlon to all other rights and remedies at
law or In equity or otherwise, lncJudlng recovering of attorney fees and court cost, the non-braachfng
party eh1U have the right to cancel this Agreement without charge or rfablUty. The waiver of any default
hereunder by either party 8haff not constitute. or be construed as. • waiver of any 1ubsaquent default.
13.
Assignment. Thie Agreement may be transferred or 888lgned, In Whole or In paft by ICS to any
parent, successor, subaldtary. or affiliate of ICS. ICS may aub--co~ any portion of lt8 dutl88
hereunder provided, however, It lheR remain at eH times responsible for such sub-contracted dutlee.
Thie Agreement may otherwise only be transferred or assigned by a party With the written conaent of
the other party, which consent ahatl not be unreasonably withheld or deJayed.
14.
Relatlonahlp. The parties hereto are Independent contractors and thla Agreement shall not be
construed aa a contract of agency or employment. Each party shalt ba solety raaponsfble for
compliance wlth aH lawe, rules and ragu!atlona and payment of wagea. unemployment, soclat
securtty and any taxes appllcabta to 8UCh party's employees. Each party represents and warrants that
(a) It Is duly organized, valldly existing and In good etandlng under the laWs of the Jw18dlctkm of lta
formattan: (b) th• execution, delJvery and performance of this Agreement-ha been duly authortzed by
an neceesary corpdrate ICtlons: and (c) lta perfonnance hereunder shall b8 In compliance with
applk:abfe state and federal legal and nigUlatofY requirements.
an
18.
lndemnlfloatJon. Each party shaU Indemnify. dafand and hold hannleaa th• other party from and
against any and al atalme. IOSWw lnjurfea, or demands aaaertecl by third parttea (coRectlvely MQlafmai
arfafng from ttae material breaoh, nagllgent scta or misconduct of such Indemnifying party, Its agents
or employees, In the performance of any of lt8 obllgatlons hereunder. Except for the foregoing express
lndemnlftoslfon, each party shall bear 118 own Habfuty and coats of defense for any third party cta1ms.
18.
Poree Majeure. Either patty may 8USPfMld all or part of Ha obUgatfans hereunder and such party &hall
not otheMlse be held NlpGnslble for any damages. delay& or performance fallul98 caused by acte of
God, events Of natul8, ·cfvll disobedience, mfHtary actton or sfmHar events beyond the reaeonabre
control of such party.
17.
leVerablDty. If any of the provfetona of this Agreement ahaU be deemed lnvalk:I or unenforceable
under the lawa of the appllcable jul18dlctlon, 8UCh lnvalldlty or unenforcelbmty shall not lnValldate or
render unenforceable the entire Agreement. but rather tha entire Agreement &hall bl construed as If
not containing the particular lnvdd or unenforceable provision ar p~.,ona. and the rtghta and
obllgetlons of ICS and county shall be construed and enforced eccordlngly.
18.
Specfal ADA. ICS wlll lnataH Equipment In accordance with the Americans with Dlaabflitlea Act. and
any related federal, state and local reguta11on8 rn effect at the time of tnstanatfon. ICS shaff make any
alterations to the Equipment as necessary for lte correct operation and/or compHance with appllcablo
laws at no ooat to County.
18.
Limitation of LiabDlty. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
fOR 4 hl¥ LOSS OE e&OEIT8, I nss OF USE, I 0.SS QE,GgODV\flLL CQNSECUliNTfAL. SPECIAL
OR PUNITIVE DAMAGES ReGARDLESS OF THE FORM OF ANY· CLAIM, WHETHER IN
CONTRACT OR IN TORT OR WHETHER FROM BREACH OFTHIS AGREEMENT, IRRESPECTIVE
·CONFIDENTIAL-
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14:19 Washington county Jail
(f~SO 638 6118
P.015/021
OF WHETHER SUCH PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE
POSSIBILITY OF SUCH DAMAGES.
20.
warranty. Subject to county's compliance with Its obllgatlone hereunder, Equipment ahaU be free
from defects In workmanship and materlaf. shall confOrm to JCS' published apeciftcatlona In effect on
the date of delivery or ae otherwise propoeed to County In wrfting, and shall not Infringe any patent or
trademark. This warranty shall continua whlla Equipment la In operation at each Service Location.
County shall provide ICS with prompt written nottflcatlan ss to the apeclftca of any nonconfonntty or
defect and res lhaff have a commen:fally reasonable tlmetrame to lnveetlgate such nonconformity or
defect. As County's sole and excluelve remedy. ICS shd, at ICS' 80le option and expense, either. (a)
conact any nonconfonnltlea or defects which aubetantlatly Impair the functlonaUty of the Equipment In
accordance with the aforesaid speclftcatlone; (b) use reasonable efforts to provide a work-around for
any reproduclble nonconfonnltlee or defects which eubatantlalty lm~t~ the functlonattty of the
Equipment In accordance with the aforesaid specifications: (c) replace such nonconfonnlng or d•
fectlVe Equipment; or (d) promptly refund any amounts paid to ICS by County wHh respect to such
nonconforming or defective Equipment upon ICS receipt of such nonconforming or defectNe
Equipment. ICS doe8 not warrant that the operation of the Equipment shall be uninterrupted or error·
free. No warranty la made with respect to the use of Equipment on or fn cormectlon with equipment or
eoftware not provided by lCS. Equlpment may contain recycled, refurbfshed or remanufactured perts
which are equivalent to new parts. ICS makea no warranties or repreaentationa that It wfll solve any
problems or produce any apecfflo results.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO OTHER EXPRESS OR IMPLIED
WARRANTIES AND ICS HEREBY DISCLAIMS ANY OTHER WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE. THE FOREGOING SHALL BE THE SOLE AND EXCLUSIVE REMEDY
WITH RESPECT TO NONCONFORMING OR DEFECTIVE EQUIPMENT AND SERVICES.
NOTHING CONTAINED HEREIN SHALL OBLIGATE ICS. TO ENHANCE OR MODIFY THE
SERVICES OR EQUIPMENT BEYOND THE SUBSTANTIAL FUNCTIONALITY INTIALLY
ACCEPTED BY FACILllY, WHICH ACCEPTANCE SHALL BE DEEMED TO HAVE OCURRED
UPON lltE GENERATION OF CALL REVENUE.
21.
No Hire/No 8ollclt. During the tenn of this Agreement. and for a per1od of abc (8) montha thereafter,
neither party shall aollelt or hire the other party's employees, agents or representatives engaged by
such party to perform work relating to thfe Agreement. without the exp,.. wr1tten consent tithe other
party.
22.
Confidentiality. During the tenn of this Agreement eaoh party may dl8Clo8e to the other cmtaln
proprletlry Information lncludlng, without llmHatlon, trade secret9. know how, eoflware. source code,
technlquas, future product plans. marketing plans. lnventlana, dlscovarl•, Improvements, financial
data, bu81nea1 strategies and the terms of this Agreement (collftctlVely• .,OonftdeolJal Information•) of
a character tdentlfled by the dlsotoslng party aa confidential and that lhoUld reeaonebly have been
underatood by recipient. bec&uao of legends or marldnge. the ctrcumstanCBS of dfldo8ufe or the
nature of the Information Hself, to be proprietary and confldentfal to the dlacloalng party. Each party
and each of Its employees or consultants to Whom dlsctoaure la made sheH hold all Confldantlal
lnfonnatlon In conftdence, and shell not dfscloee such Information to any third party or apply It to uses
other than In connection with the perfonnance of this Agreement Each party eh&U use the aame
degree of e1re that It utfllzea to protect Ha own Information of a allnftar nature, but In any event not lel8
than reat0nable duty of care, ta prevent the unauthorized use or dlaclosure of any Confidential
lnfonnatlon. A recipient may not alter, decompne. dlsassemble, revaraa engineer, or otherwlae modify
IJW COAlldeAtlal lAfoaaatfoA teCllved bere• mrter and the mlngllDg..of fba QanfldsJJllsl lnfqDDQtiqn wflb
lnfotmatlon Of the recipient shaft not affect the oonffdentfal na1Ul9 or ownerahtp of the same as provided
hereunder, The obllgstfone Of this paragraph shall survive termination of this Agreement for a period
of three (3) years.
(Weehlngton, FL)
• CONFID&NTIAL •
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(f~SO 638 6118
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Thia Agreement shall Impose no obligation of conftdentlallty upon a reel~~ with respect to any
portion of the Confldenttal Information received hereunder which Is: (a) now or hereafter, through no
unauthorized act or failure to act on recfplanfs pert, become& generally known or avallabta; (b)
lawfully known to the recipient without an obligation Of confidentiality at the ume recipient receive8
the same from the dJscfosfng party, as evidenced by written records: (c) hereafter lawfUl1y furnished
to the recipient by a third party without rettrlctlon on dlscloeure: or (d) Independently devatapad by
the 1'9Cfpkmt without use of the dllclostng party's confidential Information.
Nothing In this Agreement ahan prevent the receMng party frOm dllctoalng Conftdantfal Information to
th• extent the receiving party la legally compelled to do 10 by any govemmanta1 or Judlolal agency
having Jurfedfctlon.
23.
Ucenae to Uee. Sottware. With respect to the Equipment provided under this Agreement, ICS heteby
grants to County a nontransferabra, nonexolualve llcenae to Install, atora, toad, execute, operate, utmze
and display (collaatlvefy, •uni the runtime verelona of the Enforcer8 software In performance of this
Agreement lncJudfng, where applicable to the purposaa hereunder, such tJae on computers owned by
County. Suoh Ucenae 18 speclfto to the County and Service Locatlon(s) tor which tM ICS Services ara
provided and m1y not be tran&farred other than through an authorized aatlgnment of this Agreement
Upon the tannlnatlon hereof. this ltcenee and all rtght& of COuft\t to Use the Entorcer8 soflwara wfll
expire and terminate. county wm not transform, decomplle, l'8V8l'88 engineer, dlsmmemble or In any
way modify any of the Enforcer4D software or otherwise determine or atterript to determine source code
from executable code Of any elements of th& Enforcel'I software.
24.
Third Party Software. Third-party soflwar9 llcensee may be contained In certatn software Included
With equipment encl may therefore require a cflck-thn:>ugh acceptance by any users. Sueh aoflwara
licenses are Incorporated herein by reference and can be made avaDabfe upon request
28.
Taxes. Except as axpreealy provided for herein, each party shall bear responalblftty ~r Ha own taxes
and such other colts and expanaea arising In connection w1th the perfonnance of their respective
obllg&tlans hereunder.
28.
lnaurance. At all tlmas during the Term of thl8 Agreement, res shall maintain In etraot the following
types and amounts of Insurance:
a. General Uabltlty Insurance: $1,000,000 per OGOunence; $1,000,000 personal Injury; $2.000,000
general agsregete: $2,000.000 productalcomptetad operations.
b. Commerotal Automoblle Liabfllty: $1,000,000 Combined Slngle Limit
.
o. Workars' Compensation: ICS 8hall comply with all workere compensation requirements for the
Jurladfctlons fn which employeea/lep'98entatlvea perfonn appUoabta dutlel.
1
ICS 11\111 provide certfftcatea evidencing the above coverage emounfl upon requut from County.
{Remainder of page Intentionally /ett blank. Signature page and Exhibits 'follow.}
• CONFID!NTIAL •
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(f~SO 6386118
P.017/021
IN WITNeaa WHBREOF, the parties hereto have executed this Agreement by their duly authorized
representatives. on the dates set forth below. and represent and warrant that they have full authority to execute
this Agreement on behalf of their respective parties:
Inmate Calllng Solutions. LLC
d/b/a ICSolutlon•
.
;~t?~....__
Washington County, Flork:la
£
(Signature)
'"'e:vl n CaUJ$
Michael Kennedy
(Printed Name)
(Printed Name)
Vice President Safes & Marketing
mtte)
(Tltf&)
6/14/18
(Date)
(Waahlngton, FL)
·~-e
(Cate)
• CONFIDENTIAL•
Sbooff'
lD·\Y·I~
Page 8 af 1O
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14:19 Washington County Jail
(f~SO 638 6118
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Exhibit A- Cguntv Addresaea
Prlnclple Bualneaa Address (used for all notices hereunder):
Washington County Jell
1100 Brickyard Road
Chlprey. FL 32428
Facllltlaa & Service Locations:
Sm1ce LgMtipDI
Washington County Jell
1100 Brickyard Road
Chlpfey. FL 32428
Equipment to be shipped to:
Washington County Jan
1100 Brickyard Road
Chfpley, FL 32428
Comml88lons to be paid to:
Washington county Jall
1100 Brlakyard Road
Chipley, FL 32428
~.FL)
·CONFIDENTIAL -
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(f~50 638 6118
P.0191021
ExblbH B - l!gulpmaoS l.l•rvlc11
Centralfzed EnforoerG Inmate caning platfonn, houeect in ICS' Atlanta data center and backed up
at its nationwide headquarters In San Antonio. lnctudlng:
•
•
•
•
•
•
•
•
•
•
•
•
•
17 stainless steel Inmate terephonee
8 visitation phone pairs, connected to The ENFORCERtl for monitorlnSI & recording
1 TDDllTY for hearing Impaired lnmatea
·
1 Cert-Mounted Phone
1 workatatlon with printer
UnHmlted Enforcer4D user llcen1e1
Interface to the County's JMS and/or Trinity/Keefe Commissary eystama to provide:
o Automated Inmate ID I PIN updates
o Automated PIN-baaed Inmate Debit callfnsr
o Commissary ordering via phone and kfoek
The Enforoer8 lnvesttgatlve Suite:
o The VerffterSM biometric Inmate Identity vertt1oatlon
o The Word DetectoflM phonetic keyword search technology
o The Analyzef-M data mining and lln~ analyala
The Enforcer8 IVR Suite:
o The lnformerSM PREA module
o The Communlcator6M paperlaaa Inmate communlcattona portal
o The Attandanf.IM automated lnfonnation llne
Optlonal Inbound Inmate votcemall (Service Fees and commlaslona apply)
Online storage of an call recording& and call data far the anure contnact duration
24 x 7 x 385 live, U.S..-baaad aervfce for caned parties and facility staff
Training on the new phone system for all factllty uaers
(Waahfngtcn. Pl)
• CONPID!NTIAL-
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lilbJblt C -Rates & Cftarqaa
The following rates apply to calla from all Service Locations:
COiiect, Prepaid • Debit
Calllna Raw
!IJ:
QtUiyge
.can
0mm1
Local
rn·
. . 'lntralATA
....InterlATA
o.oo
!le
!1lnUtl
a.ma
0.20
l
!~.oo
i
~
o.2s
~ ~.oo
l
i
l
0.2S
0.21
0.95
Int
Interstate
l
lntemetfonal lDeblt onlv>
o.oo
l
0..00
NOTIS: Domestic lntenlate rates "PW for call810 U.S. terrltorln Including Amllrican Samoa, Guam,
Northern Marlana /sland8. Puerto Rica and U.S. F'lrgln Islands. All non-U.8. deatinatlons tll'6 rated as
International.
Call ratu shown do not Include local,
aounty, state and.federal ta.s, reiuJotory foa and bllllngfou.
BllllngFgs lngn:qqmml.yfonqble):
Payment Procaving Fes (Live Agent)... ... ... ... ••• .... ..• ..• $5.95
Papient Proceaalng Fee (1YR or lntemet)... ... .... ••• .•• .•. SJ. 00
Other Seatqe Fsgs fcomml.t«ilgnable. see Brhlblt m:
lmnate Yolcemall (per inbound mesaage)... ... ... ... .... ..... $1.00
(All otherfees free a.,. waived)
(Wa1hfnoton. FL)
•CONFIDENTIAL·
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Exblblt D - Commlllfpna
ICS ehaD pay to County a Commission of 77.1% of the gro88 call revenue for all call types generated
from County's 8arvlce Locations. ICS ahaU aleo pay to County a Commission of 50% of any service
fees collected with reepeot to the aptlonal Inmate Volcemafl aervfces. In addttfon, ICS shall pay to
County a one-tfme Commission bonus of $5,000 due upan eervlce activation.
The foregoing Commtaeiona ehan be eubject to a minimum annual guarantee of $80,000 for each Tenn
year. Which ahall be reconciled annually against actual paid commlaalone and the shortfall, if any, paid
to County within SO days foUowlng the end of the Tenn year.
~
Commlaslona ahsll b9 medt peyobla and sent to the Bddl'ftlB ao dea/onated on Exhibit A to thlll Agmement.
• CONFtDENTIAL •
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