HomeMy WebLinkAboutINMATE TELEPHONE SERVICES AGREEMENT WITH INMATE CALLING SOLUTIONS (ICS) FOR A THREE YEAR TERM WITH TWO ONE-YEAR OPTIONS FOR RENEWAL INMATE TELEPHONE SERVICES AGREEMENT
This Inmate Telephone Services Agreement ("Agreement") is made by and between Inmate
Calling Solutions, LLC, d/b/a ICSolutions ("ICS"), having its principal place of business at 2200
Danbury Street, San Antonio, TX 78217, and Richmond County, Georgia (the "County") having its
principal address as set forth on Exhibit A, attached hereto.
1. Term of Contract.This Agreement shall commence upon the date inmates within the County's
control begin placing telephone calls from the Equipment, which has been estimated to be
February 1, 2019 ("Effective Date"), and shall remain in force and effect for an initial term of
three years from the Effective Date. This Agreement shall automatically renew for two (2)
additional terms of one(1)year each upon the same terms and conditions as set forth herein,
unless either party otherwise provides written notice to the other party at least ninety(90)days
prior to a scheduled renewal.
2. Service & Equipment. This Agreement applies to the provision of inmate telephone services
by ICS using Equipment either centrally located or within space provided by the County at
each of the "Service Locations" listed on Exhibit A, attached hereto. The term "Equipment" is
defined herein as telephone sets, computer systems and software, all as more fully described
on Exhibit B, attached hereto. All Equipment shall be installed by properly trained personnel
and in a good, workmanlike manner. Any Equipment of ICS installed upon the premises
owned, leased or otherwise under the supervision of County, shall remain in all respects the
property of ICS. ICS reserves the right to remove or relocate any Equipment that is subjected
to recurring vandalism or insufficient usage. ICS shall not exercise such right of removal or
relocation unreasonably and, in any case with at least thirty (30) days prior notice to County.
Upon removal of Equipment by ICS, ICS shall restore the premise to its original condition,
ordinary wear and tear excepted.
3. Alteration and Attachments. County shall not make alterations or place any attachments to
Equipment and Equipment shall not be moved, removed, rendered inoperable or unusable, or
made inaccessible to inmates or users by County without the express written permission of
ICS.
4. Training. ICS shall provide on-site training plus internet-based training at no cost to County.
Additional training may be provided upon County's request based on availability of ICS.
5. Call Rates. ICS shall provide calling services to retail consumers, on a pre-paid and/or post-
billed basis, at the rates and charges set forth on Exhibit C, attached hereto. ICS reserves the
right to establish thresholds for the level of any collect call credit to be allowed for the billed
consumer. Rates and charges may be subject to change based on an order or rule of a
regulatory authority having applicable jurisdiction.
6. Commissions to County. ICS will install, operate and maintain Equipment at no charge to
County. ICS will pay County the commission amounts set forth on Exhibit D, attached hereto
(collectively the "Commissions"), in consideration of the County granting ICS exclusive rights
for the installation and operation of Equipment servicing the Service Locations. No
Commissions shall be paid to County on amounts relating to taxes, regulatory surcharges such
as universal service fund, or other fees and charges not applicable to the billed calls.
ICS will pay Commissions to County on a monthly basis on or before the first business day
occurring 45 days following the end of the month in which such Commissions are earned or
accrued. Such Commissions shall be sent to the address designated by County or wired to
an account designated in writing by County for such purpose.
(Richmond County,GA) -CONFIDENTIAL- Page 1 of 11
The parties agree that all financial consideration for services hereunder is predicated on the
rates and charges applicable at the time of execution and is, therefore, subject to adjustment
based on any changes that may be required by any law, rule, tariff, order or policy (any of
which, a "Regulatory Change") of, or governed by, a regulatory body having jurisdiction over
the public communications contemplated herein. In the event that a Regulatory Change affects
such rates and charges, the parties agree to enter into good faith negotiations to amend this
Agreement in a manner that provides sufficient consideration to ICS for ongoing services, as
well as complies with the Regulatory Change. If the parties cannot reach an agreement as to
the amendment necessary within 30 days of public notice of the Regulatory Change, then
either party may terminate this Agreement with an additional 60 days' prior written notice. In
addition, Commission rates are predicated on County maintaining an average daily inmate
population consistent with the average of the three months preceding the Cutover Date and
having access to telephones materially consistent with industry practice.
7. County shall:
a. Advise ICS of any Services Location or related premise that has been closed.
b. Throughout the term of this Agreement, including any renewal terms, use ICS as its
exclusive provider for all matters relating to inmate telecommunication services.
c. Reasonably protect the Equipment against willful abuse and promptly report any damage,
service failure or hazardous conditions to ICS.
d. Provide necessary power and power source, at no cost to ICS, and an operating
environment with reasonable cooling consistent with general office use.
e. Provide suitable space and accessibility for inmates' use of telephone services.
f. Permit ICS to display reasonable signs furnished by ICS and not affix or allow to be affixed
any other signs, equipment or information to the Equipment.
g. Permit reasonable access by ICS to County's Service Locations as reasonably necessary
for ICS to install, support and maintain the Equipment.
h. Be responsible for designating any required destination numbers as `do not record' to
ensure privacy for, among other things, attorney client privilege calls, using system
features designed for such purpose.
i. Comply with all federal, state and local statutes, rules, regulations, ordinances or codes
governing or applicable to the telephone services offered by ICS.
8. Law and Venue. The domestic law of the State of Georgia shall govern the construction,
interpretation and performance of this Agreement and all transactions hereunder. All disputes
hereunder shall be resolved exclusively in state or federal jurisdictions located in Richmond
County, Georgia.
9. Notices. Any notice or demand required hereunder shall be given or made by mail, postage
prepaid, addressed to the respective party at the address first set forth or referenced above
unless otherwise communicated in writing.
(Richmond County,GA) -CONFIDENTIAL- Page 2 of 11
10. Termination. Either party may terminate this Agreement, for any reason, by providing notice
of said termination in writing sixty(60) days prior to the proposed termination date.
If either party shall refuse, fail, or be unable to perform or observe any of the terms or
conditions of this Agreement for any reason other than reasons expressly excused by the other
party, the party claiming such failure shall give the other party a written notice of such breach.
If, within thirty (30) day from such notice the failure has not been corrected, the injured party
may cancel the Agreement effective thirty(30)days after the end of said thirty(30)day period.
Upon the termination or expiration of this Agreement, ICS shall, as soon thereafter as is
feasible, vacate all parts of the Premises occupied by ICS, and where applicable, remove its
property and equipment and return the Premises to the County,together with all the equipment
furnished by the County pursuant to this Agreement, in the same condition as when originally
made available to ICS, excepting reasonable wear and tear and fire and other casualty loss.
11. Entire Agreement.This Agreement constitutes the entire Agreement between the parties and
may not be modified or amended other than by a written instrument executed by both parties.
Any orders placed by County hereunder shall be incorporated herein by mutual consent of the
parties and shall supplement but not supersede the provisions of this Agreement. The County
represents and warrants that it has the legal authority to make decisions concerning the
provisions of space for telephones placed by ICS at the Service Locations covered by this
Agreement and that ICS may rely thereon. This Agreement supersedes any prior written or
oral understanding between the parties.
12. Risk of Loss. ICS shall relieve County of all risk of loss or damage to Equipment during the
periods of transportation and installation of the Equipment. However, County shall be
responsible for any loss or damage to Equipment located on the premise caused by fault or
negligence of County, its employees or others under County's supervision.
13. Default. In the event either party shall be in breach or default of any terms, conditions, or
covenants of this Agreement and such breach or default shall continue for a period of thirty
(30) days after the giving of written notice thereof by the other party, then, in addition to all
other rights and remedies at law or in equity or otherwise, including recovering of attorney fees
and court cost, the non-breaching party shall have the right to cancel this Agreement without
charge or liability. The waiver of any default hereunder by either party shall not constitute, or
be construed as, a waiver of any subsequent default.
14. Assignment. This Agreement may be transferred or assigned, in whole or in part, by ICS to
any parent, successor, subsidiary, or affiliate of ICS. ICS may sub-contract any portion of its
duties hereunder provided, however, it shall remain at all times responsible for such sub-
contracted duties. This Agreement may otherwise only be transferred or assigned by a party
with the written consent of the other party, which consent shall not be unreasonably withheld
or delayed.
15. Relationship. The parties hereto are independent contractors and this Agreement shall not
be construed as a contract of agency or employment. Each party shall be solely responsible
for compliance with all laws, rules and regulations and payment of all wages, unemployment,
social security and any taxes applicable to such party's employees. Each party represents and
warrants that: (a) it is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its formation; (b)the execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporate actions; and (c) its performance
hereunder shall be in compliance with applicable state and federal legal and regulatory
requirements.
(Richmond County,GA) -CONFIDENTIAL- Page 3 of 11
16. Indemnification. ICS agrees to indemnify, defend and hold harmless the County from and
against any and all losses, injuries,demands, expenses,or reasonable attorney's fees, arising
out of or resulting from claims or actions for bodily injury, death, sickness, property damage,
or other injury or damage if caused by the negligent act or omission of ICS.
17. Force Majeure. Either party may suspend all or part of its obligations hereunder and such
party shall not otherwise be held responsible for any damages, delays or performance failures
caused by acts of God, events of nature, civil disobedience, military action or similar events
beyond the reasonable control of such party.
18. Severability. If any of the provisions of this Agreement shall be deemed invalid or
unenforceable under the laws of the applicable jurisdiction, such invalidity or unenforceability
shall not invalidate or render unenforceable the entire Agreement, but rather the entire
Agreement shall be construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of ICS and County shall be construed
and enforced accordingly.
19. Special ADA. ICS will install Equipment in accordance with the Americans with Disabilities
Act and any related federal, state and local regulations in effect at the time of installation. ICS
shall make any alterations to the Equipment as necessary for its correct operation and/or
compliance with applicable laws at no cost to County.
20. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL,
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF
ANY CLAIM, WHETHER IN CONTRACT OR IN TORT OR WHETHER FROM BREACH OF
THIS AGREEMENT, IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED
OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
21. Warranty. Subject to County's compliance with its obligations hereunder, Equipment shall be
free from defects in workmanship and material, shall conform to ICS' published specifications
in effect on the date of delivery or as otherwise proposed to County in writing, and shall not
infringe any patent or trademark. This warranty shall continue while Equipment is in operation
at each Service Location. County shall provide ICS with prompt written notification as to the
specifics of any nonconformity or defect and ICS shall have a commercially reasonable
timeframe to investigate such nonconformity or defect.As County's sole and exclusive remedy,
ICS shall, at ICS' sole option and expense, either: (a) correct any nonconformities or defects
which substantially impair the functionality of the Equipment in accordance with the aforesaid
specifications; (b) use reasonable efforts to provide a work-around for any reproducible
nonconformities or defects which substantially impair the functionality of the Equipment in
accordance with the aforesaid specifications; (c) replace such nonconforming or defective
Equipment; or (d) promptly refund any amounts paid to ICS by County with respect to such
nonconforming or defective Equipment upon ICS receipt of such nonconforming or defective
Equipment. ICS does not warrant that the operation of the Equipment shall be uninterrupted
or error-free. No warranty is made with respect to the use of Equipment on or in connection
with equipment or software not provided by ICS. Equipment may contain recycled, refurbished
or remanufactured parts which are equivalent to new parts. ICS makes no warranties or
representations that it will solve any problems or produce any specific results.
(Richmond County,GA) -CONFIDENTIAL- Page 4 of 11
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 MER-
CHANTABILITY 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 FACILITY, WHICH
ACCEPTANCE SHALL BE DEEMED TO HAVE OCURRED UPON THE GENERATION OF
CALL REVENUE.
22. No Hire/No Solicit. During the term of this Agreement, and for a period of six (6) months
thereafter, neither party shall solicit or hire the other party's employees, agents or
representatives engaged by such party to perform work relating to this Agreement,without the
express written consent of the other party.
23. Confidentiality. During the term of this Agreement, each party may disclose to the other
certain proprietary information including,without limitation, trade secrets, know how, software,
source code, techniques, future product plans, marketing plans, inventions, discoveries,
improvements, financial data, business strategies and the terms of this Agreement
(collectively, "Confidential Information") of a character identified by the disclosing party as
confidential and that should reasonably have been understood by recipient, because of
legends or markings, the circumstances of disclosure or the nature of the information itself, to
be proprietary and confidential to the disclosing party. Each party and each of its employees
or consultants to whom disclosure is made shall hold all Confidential Information in confidence,
and shall not disclose such information to any third party or apply it to uses other than in
connection with the performance of this Agreement. Each party shall use the same degree of
care that it utilizes to protect its own information of a similar nature, but in any event not less
than reasonable duty of care,to prevent the unauthorized use or disclosure of any Confidential
Information.A recipient may not alter, decompile,disassemble, reverse engineer, or otherwise
modify any Confidential Information received hereunder and the mingling of the Confidential
Information with information of the recipient shall not affect the confidential nature or ownership
of the same as provided hereunder. The obligations of this paragraph shall survive termination
of this Agreement for a period of three (3)years.
This Agreement shall impose no obligation of confidentiality upon a recipient with respect to
any portion of the Confidential Information received hereunder which is: (a) now or hereafter,
through no unauthorized act or failure to act on recipient's part, becomes generally known or
available; (b) lawfully known to the recipient without an obligation of confidentiality at the time
recipient receives the same from the disclosing party, as evidenced by written records; (c)
hereafter lawfully furnished to the recipient by a third party without restriction on disclosure;
or(d) independently developed by the recipient without use of the disclosing party's
Confidential Information.
Nothing in this Agreement shall prevent the receiving party from disclosing Confidential
Information to the extent the receiving party is legally compelled to do so by any governmental
or judicial agency having jurisdiction.
(Richmond County,GA) -CONFIDENTIAL- Page 5 of 11
24. License to Use Software.With respect to the Equipment provided under this Agreement, ICS
hereby grants to County a nontransferable,nonexclusive license to install,store,load,execute,
operate, utilize and display(collectively, "Use")the runtime versions of the Enforcer®software
in performance of this Agreement including,where applicable to the purposes hereunder, such
Use on computers owned by County. Such license is specific to the County and Service
Location(s) for which the ICS Services are provided and may not be transferred other than
through an authorized assignment of this Agreement. Upon the termination hereof,this license
and all rights of County to Use the Enforcer® software will expire and terminate. County will
not transform, decompile, reverse engineer, disassemble or in any way modify any of the
Enforcer® software or otherwise determine or attempt to determine source code from
executable code of any elements of the Enforcer®software.
25. Third Party Software. Third-party software licenses may be contained in certain software
included with equipment and may therefore require a click-through acceptance by any users.
Such software licenses are incorporated herein by reference and can be made available upon
request.
26. Taxes. Except as expressly provided for herein, each party shall bear responsibility for its own
taxes and such other costs and expenses arising in connection with the performance of their
respective obligations hereunder.
27. Insurance. At all times during the Term of this Agreement, ICS shall maintain in effect the
following types and amounts of insurance:
a. General Liability Insurance: $1,000,000 per occurrence; $1,000,000 personal injury;
$2,000,000 general aggregate; $2,000,000 products/completed operations.
b. Commercial Automobile Liability: $1,000,000 Combined Single Limit.
c. Workers' Compensation: ICS shall comply with all workers' compensation requirements
for the jurisdictions in which employees/representatives perform applicable duties.
ICS shall provide certificates evidencing the above coverage amounts upon request from
County.
(Richmond County,GA) -CONFIDENTIAL- Page 6 of 11
IN WITNESS WHEREOF, 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 Calling Solutions, LLC Richmond County, Georgia
d/b/a ICSolutions
%fir /t�� a . `
(Signature) 0/ AO (Signature)
Michael Kennedy 2/141Iq -`
(Printed Name) (Printed Name)
Vice President Sales & Marketing ifs -r.-7v
(Title) ((Title) // ------ ------Th
12/20/18 k �`lI.Af tif**"I+ ' J
(Date) I (Date) •.+ • f • P,i, i
/ •® a
' r "m 11 e- 4 i
I ��E? r . ' �' if*s ,ed,�� 1
t a ai ,
y;, ,., S'' : a o I
v e� 0 , to, ,
v ,996
i
(Richmond County,GA) -CONFIDENTIAL- Page 7 of 11
Exhibit A- County Addresses
Principle Business Address (used for all notices hereunder):
Richmond County Correctional Institution
2314 Tobacco Rd.
Augusta, GA 30906
Facilities & Service Locations:
Facility Name Service Locations
Richmond County Correctional Institution 2314 Tobacco Rd.
Augusta, GA 30906
Equipment to be shipped to:
Richmond County Correctional Institution
2314 Tobacco Rd.
Augusta, GA 30906
Commissions to be paid to:
Richmond County, Georgia
2314 Tobacco Rd.
Augusta, GA 30906
(Richmond County,GA) -CONFIDENTIAL- Page 8 of 11
Exhibit B—Equipment & Services
Centralized Enforcer® Inmate Calling platform, housed in ICS' Atlanta data center and backed
up at its headquarters in San Antonio, TX, along with the following:
• 24 stainless steel inmate telephones, with phone relocations and/or additions as
required
• TDD/TTY and/or VRS devices for hearing impaired inmates, as needed
• 1 workstation with printer
• 1 CellSense portable cell phone detection unit
• Unlimited Enforcer®user licenses
• Interface to the facility's JMS platform:
o Automated inmate ID / PIN updates
• Interface to the facility's Commissary & Banking systems:
o Automated, PIN-based inmate Debit calling
o Over-the-phone commissary ordering
• The Enforcer® Investigative Suite:
o The Verifier real-time inmate voice identification
o The Imposter continuous voice biometrics
o The Analyzer data mining and link analysis
• The Enforcer® IVR Suite:
o The Informers"' PREA module
o The Communicators"' paperless inmate communications portal
o The Attendants"' automated information line
• The VisitorTM visitation management
• Optional inbound inmate voicemail messaging
• Online storage of all call recordings throughout the Term of this Agreement, including
any renewals, and for a period of not less than one year thereafter.
• 24 x 7 x 365 live, U.S.-based service for called parties and facility staff
• Certified local technicians to provide emergency equipment service & maintenance
• Training on the new phone system for all facility users
Smart Comm Inmate Tablet Program (Optional)
• FREE Smart Comm wireless inmate tablets
o Initially installed at a ratio of 1 tablet per 6 inmates
o Tablet quantities can be increased during the contract term if inmate usage
warrants
• Inmate Calling app—enables secure inmate calling through ICS' Enforcer®calling
platform; standard calling rates and security controls/monitoring & recording apply
• MailGuard Virtual Mailroom access—scans/digitizes inmate mail to eliminate paper mail
entering inmate areas
• Inmate Messaging —email & photo
• Case Maker law library service
• Grievance reporting
• Appointment request
• Commissary ordering (if web services are available from the Commissary provider)
• Education content
• Entertainment content
• Turnkey installation including all hardware, software &wireless access points
(Richmond County,GA) -CONFIDENTIAL- Page 9 of 11
Exhibit C — Rates & Charges
The following rates apply to calls from all Service Locations:
Pr g Y° +eb ',Collect',Colle
Di : Rvs
Per
Call Type t+linute
Chard
Local ',0.16
Intrastate/IntraLATA $0.16 '.
Intrastate/InterLATA 0.16
Interstate j $0.16
International Debit onl .,0.95
NOTES: Domestic interstate rates apply for calls to U.S. territories including American Samoa, Guam,
Northern Mariana Islands, Puerto Rico and U.S. Virgin Islands. All non-US. destinations are
rated as international.
Call rates shown do not include local, county, state and federal taxes, regulatory fees and
billing fees.
Billing Fees(non-commissionable):
Payment Processing Fee(Live Agent)......................... $5.95
Payment Processing Fee(IVR or Internet)................... $3.00
Direct Billing Statement Fee ..................................... $2.00
Other Service Fees(commissionable):
Inmate Voicemail(per inbound message) .............. $1.00
Tablet entertainment Content(per minute) $0.03
Inmate Messaging(per message)............ $0.50
Inmate Photo exchange(per photo)......... . $1.00
(All other fees free or waived)
(Richmond County,GA) -CONFIDENTIAL- Page 10 of 11
Exhibit D—Commissions
ICS shall pay to County a Commission of 75%of the gross call revenue for all call types generated
from County's Service Locations. ICS shall also pay to County 50% of any service fees collected
with respect to Inmate Voicemail services and 25% of any service fees collected with respect to
Inmate Tablet services.
In addition, ICS shall pay to County a one-time Commission bonus of$35,000 due promptly upon
full execution of this agreement.
Commissions payable to County hereunder shall be subject to a minimum annual guarantee of
$95,000.00 (the "MAG"). Actual Commissions paid shall be reconciled annually against the MAG
and any shortfall shall be paid to County within 30 days following the end of each term year.
Note: Commissions shall be made payable and sent to the address so designated on Exhibit A to this Agreement.
(Richmond County,GA) -CONFIDENTIAL- Page 11 of 11