HomeMy WebLinkAboutPK05-060 - Original - FSH Communication, LLC - Phones for Corrections - 1/1/05 %ecords MA ,-* eme
KENT Document
WASHINOTOM
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission to City Clerks Office. All
portions are to be completed, if you have questions, please contact Mary Simmons, City
Clerks Office.
Vendor Name: rS14 CDMMVu"Col� l L _l
Contract Number: &OT-O(.0
This Is assigned by Mary Simmons
Vendor Number:
Project Name: t-4
Contract Effective Date:
Contract Termination Date:
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: _ dY via � � Ra l R'
Department:
Abstract:
ADCL7832 07/02
S ' ,
INMATE TELEPHONE SERVICE AGREEMENT
This agreement is made and entered into by and between FSH Communications, LLC("FSH"),a Colorado
corporation, and City of Kent ("Space Provider') located in the State of Washington for the provision of
payphones as defined herein("Agreement').
1. TERM. This Agreement is effective on the latest signature date("Effective Date"),and shall continue
in effect for a period of three (3)years ("Initial Term")from the Effective Date. Upon completion of the Initial
Term, this Agreement shah be automatically extended or renewed for two (2) successive periods of one (1)
year each ("Renewal Period") for a combined total of five (5) years, under the same terms and conditions.
unless terminated by either Party upon thirty(30) days advance written notice. In the event service continues
to be provided to Space Provider after the Renewal Period expires, this Agreement shall continue on a
month-to-month basis under the same terms and conditions unless terminated by either party upon thirty(30)
days written notice.
2. SCOPE OF AGREEMENT.
2.1. in consideration of compensation as provided for herein, Space Provider has space within its
building or on its private property ("Location") within FSH's telecommunications service area t will make
available during the term of this Agreement for the placement of FSH's inmate telephones. FSH agrees to
provide its standard inmate line telephones and enclosures. FSH retains the right to establish rates for
inmate serAces. FSH retains the right to establish rates for public telephone service. This Agreement
applies to all inmate telephone(s)currently installed(nexistingl and to 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 inmate telephones at two premises.
2.3. To the extent permitted by law, Space Provider grams FSH the right to select and/or contract for,
Inmate telephones subject to this agreement. If Space Provider is bound by an existing contract with another
carrier,this,dgM to select and/or contract for such services is intended to permit FSH to make such selection
and enter into such a contract at the earliest possible expiration of such existing contract.
3. RESPONSIBILITY OF FSH. FSH agrees to:
3.1. Install inmate telephones, associated equipment, wiring, hardware, and enclosures at locations
mutually agreed upon by both parties.
3.2. Jointly determine with Space Provider the appropriate number and type of inmate telephones and
enclosures to be installed at each location.
3.3. Service and repair inmate telephones and associated equipment provided by FSH, at FSH's
expense,except as otherwise agreed upon herein.
3.4. FSH acknowledges responsibIGfy to 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 inmate telephones and enclosures, which is easily accessible to the
inmates during the normal operating hours of Space Provider, subject to the policies and procedures of the
Space Provider. In the event Space Provider is not the owner of the premises, Space Provider shall,where
necessary, obtain permission from the buikfirrg owner or owner's agent for the placement of FSH's inmate
telephones,and shall be responsible for any fees for use of required riser cable and electric power.
4.2. Maintain the area around the inmate telephones and enclosures and ensure safe and ready access
by the Inmates and FSH.
4.3. Allow FSH access to perform maintenance during the established hours of accessibility jointly
agreed to by Space Prover and FSH,except when accessibility must be denied to ensure the safety of FSH
service personnel and/or to maintain institutional control.
Revised 41G-01/INMATE PAGE 1 OF 8
1 '
4.4. Exercise reasonable Cara to prevent the loss through theft and any damage to the inmate telephones
from any source.
4.5. Space Provider may,at its option,purchase and provide enclosures at their own expense for inmate
telephones. In the event Space Provider elects to provide enclosures, Space Provider shall be responsible
for installation and maintenance of said enclosures.
4.6. Space Provider warrants that it has the authority to enter into this Inmate Telephone Service
Agreement with FSH. Space Provider further warrants that the inmate telephones as mentioned in Schedule
A, attached hereto and incorporated herein by this reference,are on property owned by the Space Provider
or 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 inmate telephones, associated equipment,
wiring,hardware,and enclosures provided by FSH whether or not physically attached to real estate.
& FURTHER LOCATIONS AND TELEPHONES. The Parties may add location(s) and inmate
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,wiN 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 based upon FSH billed local and
intraLATA revenue from each Inmate telephone 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 covering all states within FSWs serving area
8. REMOVAL OF INMATE TELEPHONES. FSH retains the right to remove any or all inmate
telephones In the event that it is not financially feasible, at FSH's sole discretion,to continue providng inmate
telephones at Space Provider's premises upon thirty (30) days written notice to Space Provider. If FSH
removes inmate telephones tinder this paragraph, Space Provider shall not be liable for termination charges
for the inmate telephones removed. Space'Ptovider shall be entitled to receive any commissions earned
before the FSH removal of such inmate telephones.
9. TERMINATION.
9.1. In the event either party elects to terminate this Agreement in whole or in part under any provision of
this Agreement,termination shall be effected by delivery of a written notice of termination by certified mail to
the other party specifying the extent to which the Agreement is terminated and the date upon which such
termination becomes effective.
9.2. The termination of this Agreement shall not affect the obligations of either party to the other under
any then existing vested rights or causes of action which have accrued prior to the effective date of
termination.
10. TERMINATION LIABILITY. If inmate telephones are removed by Space Provider during the initial
term or renewal periods, or this Agreement is terminated for any reason by Space Provider,FSH will have no
further obligation to provide compensation to Space Provider and will begin immediate removal of all
associated Inmate telephone equipment.
11. LIMITATION OF LIABILITY. The obligation of FSH in the event of a service interruption caused by
FSH, 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 OQNSEOUENTM nAMAGES, INCLUDING LOST STATION REVENUES, LOSS OF
PROFITS OR CR 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.
12. EXCUSED PERFORMANCE. Neither parry 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
Revised 4-10-011 INMATE PAGE 2 OF 8
1,
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.
13. DEFAULT. 0 either party fags to perform its obligations under this Agreement, failure shall constitute
default and, in such event,written notice shall be given to remedy such default. Should the defaulting party
fail to remedy such default within ten (10) days from date of such notice, the offended party shag 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
14. ADVERTISINGMUBLICITY. Space Provider is a public agency, and as such, all documents in its
possession are public records, except as otherwise provided, and, unless exempt from disclosure,will be
available for inspection and copying by any person upon request. in the event that the Space Provider
receives such a request, the Space Provider shall immediately provide FSH with written notice of said
request including a copy of the request. FSH shall provide a written response to the Space Provider within
ten (10) days of receipt of said notice, including the exemption from disclosure that protects the
information. The Space Provider shall disclose only the information that is deemed not subject to
protection by FSH. Furthermore, the Space Provider will take reasonable efforts to protect any FSH
confidential or proprietary information, or any information which, by its nature should be considered
confidential or proprietary,to the extent permitted by the Washington Public Records Law.
1& CONFIDENTIALITY. The terms and conditions of this Agreement will not be disclosed to persons
other than the Parties and their agents on a need-to-know basis,and will be kept confidential during the term
of this Agreement Not withstanding anything to the contrary,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. FSH shall have the right to terminate this Agreement and any other agreements between the
parties If Space Provider violates this provision.
I& INDEMMFICATION. it is agreed by and between the parties that it is the responsibility of Space
Provider to maintain the area around the inmate telephones and to maintain enclosures d provided by Space
Provider. Space Provider specifically agrees to defend and indemnify FSH from any claims that may result
from Space Provider's 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
inmate telephones,except to the extent that the claim results from the sole negligence or willful acts of Space
Provider's employees or agents.
17. NOTICES. Any notices or other communications to be given under this Agreement shall be sent to
the following persons:
FOR SPACE PROVIDER: FOR FSH:
City of Kent FSH Communications, LLC
220 4d'Avenue South 1600 71'Avenue,Room 2604
Kent,Washington 98M Seattle,Washington 98191
ATTN: Telecommunications ATTN: Joanna Sissons
Either party may change its address for communications by giving notice in writing.
18. REGULATORY. This Agreement is subject to FSH's tariffs, catalogs, price lists and any regulatory
filing requirements, as filed with appropriate state and federal regulatory commissions. In the event of
conflict,tariffs,catalogs or price lists shall prevail.
19. LAWFULNESS OF AGREEMENT. This Agreement and the parties'actions under this Agreement
shall comply with all applicable federal, state, and local laws, rules, regulations, court orders, and
governmental agency orders. Any change in rates, charges or regulations mandated by the legally
constituted authorities will act as a modification of any agreement to that extent without further notice.
Revised 4.10-01/INMATE PAGE 3 OF 8
20. 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.
21. 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.
22. SUCCESSORS AND ASSIGNS. This Agreement shall be fully binding upon, inure to the benefit of
and be enforceable by each party and its 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
23. 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 comparly by providing thirty(30)days written notice to the other party.
24. 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.
25. SEVERABIUTY. In the event that a court, governmental agency, or regulatory body with proper
jurisdiction detemwtes 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.
2& DISPUTE RESOLUTION. Any claim,controversy or dispute between the parties shall be resolved
by binding arbitration in accordance with the Federal Arbitration Act,9 U.S.C. 1-16, not state law.
27. ENTIRE AGREEMENT. This Agreement, including all schedules, amendments and exhibits, in
Its printed form constitutes the entire understanding between Space Provider and FSH with respect to
service provided herein and supersedes any prior agreements or understandings. No modifications to
these terms, irtduding handwritten, are permitted or shall be made without a duly executed written
amendment between the parties or, if prior to execution, a revised printed Agreement. In the event any
handwritten modification is made to the Agreement terms and conditions, such modifications shall be
considered null and void, whether or not acknowledged by the parties, and the Agreement shall continue
In full force and effect under its original, unadulterated terms and conditions.
S ce roviiler FSH Communica ons,LLC
Sig turSignature
! TF STD✓ 2-0 -171^41v5
Name PM �. Name Printed/Typed
V/C.-6 Pxc3.,0 tr.-/T 6
Title Title
o� a I Date
Date
Federal Tax ID Number. 91-6001254
AP OVED AS TO FARM:
e Pri yp�
Title
Date
Revised 4.10-011 INMATE PAGE 4 OF 9
� r s
SCHEDULE A
INMATE TELEPHONE LOCATIONS
FOR City of Kent
Telephone Numher Address City St
INMATE PHONES
2538596580 1230 CENTRAL AVE S KENT WA
2538596581 1230 CENTRAL AVE S KENT WA
2538596582 1230 CENTRAL AVE S KENT WA
2538596M 1230 CENTRAL AVE S KENT WA
2538,596W 1230 CENTRAL AVE S KENT WA
2538596585 1230 CENTRAL AVE S KENT WA
2538596587 1230 CENTRAL.AVE S KENT WA
2538596588 1230 CENTRAL AVE S KENT WA
253&%6595 1230 CENTRAL AVE S KENT WA
2538596596 1230 CENTRAL AVE S KENT WA
2538596597 1230 CENTRAL AVE S KENT WA
2538596598 1230 CENTRAL AVE S KENT WA
2538599750 1230 CENTRAL AVE S KENT WA
2538599751 1230 CENTRAL AVE S KENT WA
2538599756 1230 CENTRAL AVE S KENT WA
PAYPHONES
25385Z8762 1230 CENTRAL AVE S KENT WA
2538529908 1230 CENTRAL AVE S KENT WA
2538529756 8323 S 259TH ST KENT WA
Revised 4-10-01/INMATE PAGE 5 OF e
SCHEDULE 8
CONIMISMON SCHEDULE
FOR City of Kent
FSH agrees to pay Space Provider compensation for inmate telephones based upon
thirty-eight percent(380/9)of FSH's revenue for FSH billed local and intraLATA calls.
Commission checks are to be mailed to the follw4ing address:
City of Kent
220 41°Avenue South
Kent,Washington 98032
Attn: TeWcommunications
ArAsed 410-01!INMATE PAGE 6 OF%t
Simmons, Mary
From: Fuller, JIII
Sent: Wednesday, May 16, 2012 7 02 AM
To: Leroy, Debra, Simmons, Mary
Cc: Thompson, Jolene
Subject: RE Contract renewal`
FSH was bought out by VAC about a year ago who was recently bought out by Global Tel Link.
We have not renewed our contract. At this time we are running on a month to month basis per
the original contract.
Jill
From: Leroy, Debra
Sent: Tuesday, May 15, 2012 2:45 PM
To: Fuller, Jill
Cc: Thompson, Jolene
Subject: FW: Contract renewal
Hi Jill,
Can you answer this?
Thanks,
Deb
Debra LeRoy, Research and Development Analyst
Support/Administrative Services I Police Department
220 Fourth Avenue South, Kent, WA 98032
Main 253-856-5800 1 Direct 253-856-5856
dlerov@KentWA oov
wbnsxo-+ten
www.KentWA.aov 13136
PLEASE CONSIDER THE ENVIRONMENT BEFORE PRINTING THIS E-MAIL
From: Simmons, Mary
Sent: Tuesday, May 15, 2012 2:38 PM
To: Thompson, Jolene; Leroy, Debra
Subject: Contract renewal
Hi
Has there been any renewal contracts with FSH Communications for phones at CKCF.
Thank you
Mary
i