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Home My WebLink AboutCAG1989-0026 - Amendment - #1 - US West Consumer Public Services - Public Telephone Service - 03/18/1992 AMENDMENT ONE TO AGREEMENT BETWEEN U 8 WEST COMMUNICATIONS INC. AND CITY OF RENT, WASHINGTON THIS AMENDMENT modifies the Public Telephone Agreement Number SEA-891018-0414 between U S WEST COMMUNICATIONS, INC. , successor to Pacific Northwest Bell Telephone Company, and CITY OF KENT, a Washington municipal corporation, dated August 23, 1989 by amending the following provisions: 1. PREAMBLE, CHANGE to read: THIS AGREEMENT is made and entered into by and between U S WEST COMMUNICATIONS, INC. ("USWC") , a Colorado corporation, successor to PACIFIC NORTHWEST BELL TELEPHONE COMPANY, and CITY OF KENT, a Washington municipal corporation ("Space Provider") . 2. Section 1, TERM, CHANGE to read: Inmate telephone and public telephone service shall commence the 23rd day of August, 1989, and shall continue in effect for an period of three (3) years ("initial term") . Upon completion of the initial term, this Agreement may be extended or renewed by mutual written agreement of the parties for additional three (3) year periods ("renewal periods") . 3 . Section 2, SCOPE OF AGREEMENT, CHANGE to read: Space Provider has a location or locations within USWC's telecommunications service area which are or will be available during the term of this Agreement for the placement of inmate telephones and public telephones (hereinafter collectively referred to as "public telephones") . This Agreement applies to public telephones currently installed and to future installations. Contracts now existing between USWC and Space Provider are superseded by this Agreement. USWC retains the right to establish rates for public telephone services. 4. Section 4, RESPONSIBILITY OF SPACE PROVIDER, 4. 1. , First Sentence, ADD the words "inmates and" before the words "general public. " 5. Section 4, RESPONSIBILITY OF SPACE PROVIDER, 4 .2 . , ADD the words "inmates, general" before the word "public. " PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 1 3781PG/JAP0067 .CUS (02/19/92) 6. Section 4, RESPONSIBILITY OF SPACE PROVIDER, 4 . 3 . , CHANGE to read: Allow USWC access to collect revenues or perform maintenance during the established hours of accessibility jointly agreed to by Space Provider and USWC, except when accessibility must be denied to ensure the safety of USWC service personnel and/or to maintain institutional control. 7. Section 4, RESPONSIBILITY OF SPACE PROVIDER, ADD the following: 4.6. Space Provider warrants that it has the authority to enter into this Public Telephone Agreement with USWC. Space Provider further warrants that the public telephones as mentioned in Schedule C 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. 4 .7. Space Provider shall be responsible for informing their selected Interexchange Carrier in writing that InterLATA calls may be subject to "call timing, " "call blocking, " and "call detail recording" at Space Provider's sole request and direction, and for providing a copy of said notice to USWC. 8. Section 5, OWNERSHIP, ADD the words "provided by USWC" after the word "enclosures. " 9. Section 7 , PUBLIC TELEPHONE LOCATIONS, Second Sentence, ADD the words "by amending this Agreement" after the word "dictate. " 10. Section 8, COMMISSION, CHANGE to read: USWC agrees to pay Space Provider a commission based upon USWC billed local and intraLATA revenue collected from each inmate telephone and public telephone in accordance with Schedule A, 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 USWC's serving area. The parties agree that USWC may during the term of this Agreement, modify Schedule A by providing thirty (30) days written notice to Space Provider. In such event, upon written notice to USWC, Space Provider shall have the option of terminating the Agreement without being liable for termination charges. 11. Section 9, REMOVAL OF PUBLIC TELEPHONES, Second Sentence, ADD the words "tor the public telephones removed" after the words "termination charges. " PUBLIC TELEPHONE AGREEMENT .(SEA-891018-0414) PAGE 2 3781PG/JAP0067 .CUS (02/19/92) 12. Section 9, REMOVAL OF PUBLIC TELEPHONES, Third Sentence, CHANGE to read: Space Provider shall be entitled to receive any commissions earned before the USWC removal of such public telephones. 13. Section 11, INDEMNIFICATION, ADD the following: 11.2 . Space Provider also agrees to defend and indemnify USWC from any loss, personal injury or damage, and from all claims, demands or liability whatsoever arising out of or in any way connected with the Space Provider's requirement under this Agreement that USWC provide call timing, call blocking, and call detail recording equipment for the Space Provider's facilities as set forth in Schedule C herein except to the extent that such loss, injury, damage, or claim results from the negligent or unlawful acts of USWC's employees or agents. 14. Section 12 , LIMITATION OF LIABILITY, CHANGE to read: The obligation of USWC in the event of a service interruption caused by USWC, 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 AND RESPONSIBILITY OF SPACE PROVIDER PROVISIONS HEREIN. 15. Section 13, NOTICES, CHANGE the notice for U S WEST COMMUNICATIONS to read: USWC U S WEST COMMUNICATIONS, INC. ATTN: Public Telephone Services 14808 SE 16th, Basement Bellevue, WA 98007 16. Section 15, LAWFULNESS OF AGREEMENT, CHANGE to read: 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 including the Modification of Final Judgment ("MFJ") , as issued in United States v. Western Electric Co. , et al. , Civil Action No. 82-0192, U.S. District Court for the District of Columbia, and all subsequent orders issued in or related to that proceeding. If a court or a governmental agency with proper jurisdiction determines that this Agreement, or a provision of this Agreement, is unlawful, or if USWC determines this Agreement or a provision of this Agreement is inconsistent with, or contradictory to, the "MFJ, " this Agreement, or that provision of this Agreement, PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 3 3781PG/JAP0067.CUS (02/19/92) shall terminate on written notice to the Space Provider to that effect. If a provision of this Agreement is so terminated but the parties legally, commercially, and practicably can continue this Agreement without the terminated provision, the remainder of this Agreement shall continue in effect. 17. REPLACE SCHEDULE A, COMMISSION SCHEDULE with the attached SCHEDULE A dated 02/19/92 . 18. REPLACE SCHEDULE B, TERMINATION LIABILITY with the attached SCHEDULE B dated 02/19/92. 19. REPLACE SCHEDULE C, PUBLIC TELEPHONE LOCATIONS with the attached SCHEDULE C dated 02/19/92 . 20. Section 18, EXCUSED PERFORMANCE, ADD the following: USWC shall not be in default of this Agreement should the appropriate governmental agencies not approve of any or all of the additional equipment provided for herein by USWC; however, Space Provider may then terminate this Agreement and Space Provider shall not be liable for termination charges. Space Provider shall be entitled to receive any commissions earned before the termination date and the parties shall be relieved of all future obligations under this Agreement. 21. ADD the following under the heading of ADDITIONAL EQUIPMENT: (1) At the Space Provider's request, USWC shall install equipment ancillary to the inmate telephone system ("timer") to limit the lengths of calls from inmate telephones and provide an audible tone to the inmate before the call is disconnected ("call timing") . To the extent the timer is used in connection with interLATA telecommunications, USWC shall not select or recommend interexchange carriers and shall not design interLATA circuits for its Space Providers. (2) At the Space Provider's request, USWC shall install equipment ancillary to the inmate telephone system to block access to specific telephone numbers identified by Space Provider ("call blocking") . USWC shall effect the initial setup for Space Provider and train Space Provider to operate this equipment. Upon completion of initial setup and training, Space Provider shall then assume the ongoing responsibility of updating the information as required. (3) At the Space Provider's request, USWC shall install equipment ancillary to the inmate telephone system to provide for "Call Detail Recording. Day-to-day printed detail provided shall include originating station, number called, time of day, call duration, and call status. PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 4 3781PG/JAP0067.CUS (02/19/92) 22 . ADD the following under the heading of AMENDMENTS AND MODIFICATIONS: (1) Amendments, modifications, and supplements to this Agreement are allowed and will be binding upon Space Provider and USWC after the effective date, provided: a. The amendments, modifications, and supplements are in writing, signed by an authorized representative of each party herein; and b. The amendments, modifications, and supplements, by reference, incorporate this Agreement and identify the specific sections or provisions contained herein, which are amended, modified or supplemented. (2) The term "this Agreement" as used herein shall be deemed to include any future amendments, modifications, and supplements made in accordance herewith. All other terms and conditions of this Agreement shall remain in full force and effect. The effective date of this Amendment One shal be the date of the last signature shown below. CITY O KI U S WEST COMMUNICATIONS, INC. CtLo— Signatur Signature Dan Kelleher Cora Brown Name Printed/Typed Name Printed/Typed MAYOR Account Executive Title Title3_' g_ S /,P --9 2— Date Date ROVED A og r Lubo ice,---ei� ttorne WITNESS• Brenda Jacob City Clerk Federal Tax. I Number: 91-6001254 PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 5 3781PG/JAP0067.CUS (02/19/92) SCHEDULE A COMMISSION SCHEDULE FOR CITY OF KENT 1. TELEPHONES FOR USE BY GENERAL PUBLIC: USWC agrees to pay Space Provider compensation for public telephones based upon 10% of USWC's revenue for USWC billed local and intraLATA calls. 2. TELEPHONES FOR USE BY INMATES: Commission will be paid based upon USWC billed local and intraLATA calls, pursuant to the following commission schedule which is based upon the daily average revenue per inmate telephone: Daily Average Revenue Percent Commission $ 0.00 to $ 3 . 00 0% $ 3 .01 to $ 4 . 00 6% $ 4.01 to $ 6. 00 14% $ 6.01 to $ 8. 00 16% $ 8.01 to $ 10. 00 17% $10.01 to + 18% Once the initial level of $3 . 01 per day average has been attained or surpassed, the corresponding percentage will be paid back to $0. 00. 3 . Commission checks are to be mailed to the following address: City of Kent 220 - 4th Avenue South Kent, WA 98032 ATTN: Telecommunications PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 6 3781PG/JAP0067.CUS (02/19/92) SCHEDULE B TERMINATION LIABILITY FOR CITY OF KENT 1. The termination charge shall be $318.45 for each telephone used by the inmates, reduced by $8 .85 for each month said telephone is in service after the installation date, $420. 00 for each telephone used by the general public, reduced by $11. 67 for each month said telephone is in service after the installation date, plus the cost of the ancillary equipment. TELEPHONE INVESTMENT: Net Unamortized Capital: INMATE PUBLIC Investment $173 . 69/SET $176.00/SET Installation Cost: $144 .76/SET $159.00/SET Removal Cost: $ N/A /SET $ 85.00/SET $318.45/SET $420.00/SET 2 . The termination charge shall also include the cost of the ancillary equipment, reduced by $722 .22 for each month the ancillary equipment is in service after the installation date. ANCILLARY EQUIPMENT INVESTMENT: PCS Inmate System for call timing, call blocking and call detail recording $26,000.00 3 . The termination charge shall also include the difference between the amount of commission paid under this Agreement and the amount of commission that would have been paid under USWC's Standard Commission Plan for each public telephone terminated. 4. In addition, if one or more public telephones are removed by Space Provider other than for those excused reasons provided herein, leaving one or more public telephones in place, USWC may change Space Provider's commission from that paid under this Agreement to the Standard Plan. PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 7 3781PG/JAP0067 .CUS (02/19/92) SCHEDULE C INMATE TELEPHONES AND PUBLIC TELEPHONES FOR CITY OF RENT 395-9864 631-9973 852-9770 852-9805 852-9807 852-9822 852-9827 852-9861 852-9923 852-9955 852-9994 859-9900 859-9915 859-9946 859-9948 859-9949 859-9950 859-9955 859-9974 852-9762 859-6580 859-6581 859-6582 859-6583 859-6584 859-6585 859-6587 859-6588 859-9750 859-9751 859-6595 859-6596 859-6597 859-6598 859-6599 852-9908 PUBLIC TELEPHONE AGREEMENT (SEA-891018-0414) PAGE 8 3781PG/JAP0067 .CUS (02/19/92)