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INMATE TELEPHONE SERVICE AGREEMENT
This Agreement is made and entered into by and between FSH Communications, LLC ("FSH"), a
Delaware corporation, and Stevens County Jail ("Space Provider') with a principal place of
business in Colville, Washington, for the provision of pay telephones and/or inmate telephone
service
(Telephones) and ancillary inmate communications (equipment) as defined herein
("Agreement"). For purposes of clarity, both pay telephones and inmate telephones will be
referred to as “Telephones” in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants made herein, the parties agree as
follows:
1.
TERM. This Agreement is effective on the latest signature date ("Effective Date"), and shall
continue in effect for a period of five (5) years ("Initial Term") from the Effective Date. Upon
completion of the Initial Term, this Agreement shall be automatically renewed for successive
periods of one (1) year each under the same terms and conditions, unless terminated by either
party upon ninety (90) days advance written notice prior to the end of the Initial term or the current
renewal period.
2.
SCOPE OF AGREEMENT
2.1.
In consideration of compensation provided herein, Space Provider grants to FSH
exclusive right to install and maintain Telephones within its building or on its private property
("Location") during the term of this Agreement. FSH reserves the right to establish rates for
telephone services. This Agreement applies to all Telephone(s) currently installed ("existing") and
to all future installations ("new').
2.2.
This Agreement includes all other premises, whether now existing (if a competing provider
has a contract and equipment at such premises, this clause applies at the earliest termination
opportunity) or subsequently acquired, under the control of Space Provider within FSH's service
areas. Space Provider will advise FSH in writing, of newly opened, acquired, or available
premises, promptly, so FSH can evaluate installation of its Telephones at these premises.
2.3
In consideration of the compensation paid to Space Provider under this Agreement,
Space Provider expressly waives carrier selection rights, where applicable, and FSH expressly
reserves the right to select and/or contract for the local, intraLATA and interLATA carrier
selections for the telephones subject to this Agreement and intended for placement at Space
Provider locations.
3.
3.1.
RESPONSIBILITY OF FSH
FSH agrees to:
Install Telephones at locations mutually agreed upon by both parties.
3.2. Jointly determine with Space Provider the appropriate number of Telephones to be installed
at each location.
3.3.
Service and repair Telephones provided by FSH, at FSH’s expense, except as otherwise
agreed upon herein.
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3.4.
Comply with the Americans with Disabilities Act (ADA) as it relates to the FSH -provided
equipment.
4.
RESPONSIBILITY OF SPACE PROVIDER
Space Provider agrees to:
4.1.
Provide adequate space for Telephones and easy accessibility for use during the normal
operating hours of Space Provider. In the event Space Provider is not the owner of the premises,
Space Provider shall, where necessary, obtain permission from the building owner or owner’s
agent for the placement of FSH's Telephones, and shall be responsible for any fees for use of
required riser cable and electric power.
4.2.
Maintain the area around the Telephones and ensure safe and ready access to the users
of the Telephones and to FSH.
4.3.
Allow FSH access to perform maintenance during the established hours of accessibility
jointly agreed to by Space Provider and FSH, except when access must be denied to ensure the
safety of FSH service personnel and/or to maintain institutional control.
4.4.
Space Provider agrees to allow FSH access to and use of house cable and inside wire at
no cost, in order to install and provide telephone service. Any new house cable or inside wire
required during the contract term will be at the sole expense of the Space Provider, unless
otherwise negotiated with FSH. Light fiber is not defined as house cable or inside wire. Any
expense incurred as a result of the expected use of light fiber will be at the sole expense of the
Space Provider unless otherwise negotiated with FSH.
4.5.
Any relocation, expansion, addition, or deletion of Telephones and equipment, for reasons
other than safety, resulting in extraordinary expense and expected to be paid for by FSH, must be
agreed to by FSH in advance of the cost being incurred or alternatively, the cost be paid by Space
Provider.
4.6.
Exercise reasonable care to prevent the loss through theft and any damage to the
Telephones from any source.
4.7.
Space Provider may, at its option, purchase and provide enclosures at their own expense
for Telephones. In the event Space Provider elects to provide enclosures, Space Provider shall be
responsible for installation and maintenance of said enclosures.
4.8. Space Provider warrants that it has the authority to enter into this Inmate Telephone Service
Agreement with FSH. Space Provider further warrants that the Telephones as mentioned in
Schedule A, attached hereto and incorporated herein by this reference, are on property owned by
the Space Provider or if Space Provider is not the owner of the premises, Space Provider has
obtained permission from the building owner or owner's agent to enter into this Agreement.
5.
OWNERSHIP.
FSH is and shall remain the owner of the Telephones provided by
FSH whether or not physically attached to real estate.
6.
FURTHER LOCATIONS AND TELEPHONES. The parties may add location(s) and
Telephone(s) to this Agreement, but additions will not be made without the express agreement of
the parties. Additions may be evidenced by a written memorandum between the parties, but
FSH's business office records, unless clearly erroneous, will be binding on the parties. Additions
will not change the initial or any renewal terms or the expiration date of this Agreement.
7.
COMMISSION. FSH agrees to pay Space Provider a commission in accordance with
Schedule B, attached hereto and incorporated herein by this reference. Payment shall be in the
form of commission checks made payable to Space Provider.
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8.
REMOVAL OF TELEPHONES. FSH reserves the right, at its sole discretion, to remove any
or all Telephones, in the event that placement at Space Provider location(s) is not economically
viable. FSH shall provide Space Provider thirty (30) days written notice of its election to remove
any or all Telephones. If FSH removes Telephones under this paragraph, Space Provider shall
not be liable for termination charges for the Telephones removed. Space Provider shall be entitled
to receive any commissions earned before the FSH removal of such Telephones.
9.
TERMINATION LIABILITY. If Telephones are removed by Space Provider, during the term
of this Agreement, Space Provider shall be liable to FSH for a termination charge as set forth in
Schedule C, attached hereto and incorporated herein by this reference. This provision shall not
apply to the temporary removal of Telephones by Space Provider or upon Space Provider’s
request, for space remodeling, construction work, or for safety reasons.
I0.
LIMITATION OF LIABILITY. In the event of a service interruption caused by FSH, FSH
liability shall be limited to the use of reasonable diligence under the circumstances, for restoration
of service. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
STATION REVENUES, LOSS OF PROFITS OR OTHER COMMERCIAL OR ECONOMIC LOSS
ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM, EXCEPT AS SET
FORTH UNDER THE TERMINATION LIABILITY PROVISION HEREIN.
11.
EXCUSED PERFORMANCE. Space Provider shall not be subject to Termination Liability if
the cause of removal is directly related to the cessation of Space Provider's business operations.
Neither party shall be held liable for any delay or failure in performance of any part of this
Agreement caused by circumstances beyond the reasonable control of the party affected,
including, but not limited to, acts of the elements or natural disasters, strikes, power failures, civil
or military emergencies or acts of legislative, judicial or other civil authorities.
12.
DEFAULT. If either party fails to perform its obligations under this Agreement, failure shall
constitute default and, in such event, written notice shall be given to provide an opportunity to
remedy such default. Should the defaulting party fail to remedy such default within 10 days from
date of such notice, the non-defaulting party shall have the right, in addition to all other rights and
remedies available at law or in equity, to terminate this Agreement in whole or in part.
13.
ADVERTISING/PUBLICITY. Space Provider may not make any disclosure to any other
person or any public announcement regarding this Agreement or any relation between FSH
(and/or any of its affiliate's) names, marks, codes, drawings, or specifications without FSH’s prior
written consent, unless required by law.
FSH shall have the right to terminate this Agreement and any other agreements between the
parties if Space Provider violates this provision.
14.
INSURANCE. At all times during the term of this Agreement, FSH and its subcontractors
shall maintain in effect the following types and amounts of Insurance:
i.
Commercial General Liability Insurance with Bodily Injury Liability and Property
Damage Liability Combined Single Limit- $5,000,000 per incident and $1,000,000
per person.
ii.
Commercial Automobile Liability as follows: Combined Bodily Injury and Property
Damage Single Limit - $5,000,000 combined single limit for each incident and
$1,000,000 per person.
iii.
Workers’ Compensation – FSH shall comply with all Workers’ Compensation
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requirements in the states in which FSH will provide services to Space Provider
under this Agreement.
15.
INDEMNIFICATION. It is agreed by and between the parties that it is the responsibility of
Space Provider to maintain the area around the Telephones and to maintain enclosures if
provided by Space Provider. Space Provider specifically agrees to defend and indemnify FSH
from any claims that may result from Space Providers failure to properly maintain the area or
enclosure except to the extent that such failure is due to the sole negligence or willful acts of
FSH's employees or agents. FSH agrees to defend and indemnify Space Provider from any
claims that result from FSH 's failure to properly maintain or service Telephones, except to the
extent that such claim results from the sole negligence or willful acts of Space Provider's
employees or agents.
16.
NOTICES. Any notices or other communications to be given under this Agreement shall be
sent to the following persons:
FOR SPACE PROVIDER:
FOR FSH:
Stevens County Jail
Attn: Account Executive
215 S. Oak Street
Joanna Sissons
Colville, WA 99114-2862
1600 7th Avenue
Seattle, WA 98191
Copy to: FSH Legal Department
Attn: Michael L. Johnson, Esq.
200 S Michigan Ave, Suite 1210
Chicago, IL 60604
17. REGULATORY. The parties acknowledge that underlying telecommunications services may
be provided by regulated telecommunications providers and, where applicable, provider tariffs,
catalogs and price lists may apply.
18.
LAWFULNESS OF AGREEMENT. The parties acknowledge that this Agreement is subject
to applicable federal, state, and local laws, rules, regulations, court orders, and governmental
agency orders governing the provision of inmate telecommunications services.
19.
NONWAIVER. The failure of either party to enforce strict performance of any provision of
this Agreement shall not be construed as a waiver of its right to assert or rely upon such provision
or any other provision of this Agreement.
20.
GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in all
aspects in accordance with the laws of the State in which the inmate telephone and public
telephone service is provided.
21.
SUCCESSORS AND ASSIGNS. This Agreement shall be fully binding upon, inure to the
benefit of and be enforceable by each party, their successors and assigns. No assignment of any
right or interest in this Agreement (whether by contract, operation of law or otherwise) shall
release or relieve either party of any of its obligations or liabilities under this Agreement.
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22.
ASSIGNMENT. Neither party shall assign its rights nor delegate its duties under this
Agreement without the prior written consent of the other party; except, either party may assign this
Agreement to a parent, subsidiary or affiliated company by providing thirty (30) days written notice
to the other party.
23. AMENDMENTS AND MODIFICATIONS. Amendments and modifications to this Agreement,
except for additions or deletions of Telephones as described above, must be in writing and signed
by an authorized representative of each Party.
24.
SEVERABILITY. In the event that a court, governmental agency, or regulatory body with
proper jurisdiction determines that this Agreement or a provision of this Agreement is unlawful,
this Agreement, or that provision of the Agreement to the extent it is unlawful, shall terminate. If a
provision of this Agreement is terminated but the parties can legally, commercially and practicably
continue without the terminated provision, the remainder of this Agreement shall continue in
effect.
25. ENTIRE AGREEMENT. This Agreement, including all schedules, amendments and exhibits,
constitutes the entire Agreement between the parties and supersedes all prior agreements and
oral or written representations with respect to the subject matter hereto.
Space Provider: Stevens County Jail
FSH Communications, LLC
Signature:
Signature:
Name Printed/Typed
Name Printed/Typed
Steve Loggans
Title
Title
Vice President / General Manager
Date
Date
Federal Tax ID Number
91-6001372
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SCHEDULE A
INMATE TELEPHONE LOCATIONS
FOR STEVENS COUNTY JAIL
Telephone Number
5096848391
5096848392
5096848383
5096848390
5096848382
Address
215 S OAK ST
215 S OAK ST
215 S OAK ST
215 S OAK ST
215 S OAK ST
City
St
COLVILLE
COLVILLE
COLVILLE
COLVILLE
COLVILLE
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Install Date
WA
WA
WA
WA
WA
7/1/1999
7/1/1999
7/1/1999
7/1/1999
7/1/1999
SCHEDULE B
COMMISSION SCHEDULE
FOR STEVENS COUNTY JAIL
FSH agrees to pay Space Provider compensation for Inmate Telephone Service based upon
twenty-five (25%) percent of billed local, intraLATA and interLATA collect call revenue as billed by
FSH’s underlying telecommunications providers, exclusive of calls where no billing and collection
agreements exist.
Commission Checks are to be mailed to the following address:
Stevens County Jail Inmate Fund
Post Office Box 186
Colville, WA 99114-2862
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SCHEDULE C
TERMINATION LIABILITY
FOR
TELEPHONE EQUIPMENT INVESTMENT: Termination liability applies to new Telephone
installations only. This charge does not apply to installed Telephones that are temporarily
removed for purposes of construction, for safety reasons, or due to closure of a facility. In the
event of removal of Telephones for reasons other than for the reasons stated above, the
termination charge shall be $318.45 (three hundred and eighteen dollars and forty-five cents) for
each new inmate telephone, reduced by $__.__ for each month the inmate telephone is in service
after the installation date. Termination charges may also apply for the unamortized associated
expenses of the ancillary equipment installed on premises that are used to support the functions
of the Telephones.
Net Unamortized Capitol:
$173.69 / Set
Installation Cost:
$144.76 / Set
Removal Cost:
$
N/A / Set
$318.45 / Set
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