ORDER NO. 28623 INMATE TELEPHONE Came to be heard this the 26th day of April 2004 with a motion made by Commissioner Letz, Seconded by Commissioner Nicholson, the Court unanimously approved by a vote of 4-0-0, to approve the Contract with Global Tel*Link Corporation for inmate telephones. ,~ ~ ~~ /~. COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: W.R. Hierholzer OFFICE: Kerr Countv Sheriffs Office MEETING DATE: April 26, 2004 TIME PREFERRED_ SUBJECT: (PLEASE BE SPECIFIC) Consider, discuss and approve contract with Global Tel*Link Corporation for inmate telephone system. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON I NAME OF PERSON ADDRESSING THE COURT: Sheriff Hierholzer ESTIMATED LENGTH OF PRESENTATION: 5 minutes IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: ,,.~ Meeting scheduled for Mondays: 5:00 P.M. previous Tuesday. THIS REQUEST RECEIVED BY THIS REQUEST RECEIVED ON: All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards your request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. /'~ ,. ~TL GLOBAL TEL* LIN K CORPORATION 2609 Gameron Street R9obile, Alabama 36607 Tel. 251 479 4500 Tel. 800 489 4500 Fax 251 375 2049 Web http://www.globaltellink.com INMATE TELEPHONE SERVICE AGREEMENT This Inmate Telephone Service Agreement ("Agreement") is made by and between Global Tel*Link Corporation, having its principal place of business at 2609 Cameron Street, Mobile, Alabama 36607 ("Company") and Kerr County Sheriffs Office, having its principal place of business at 400 Clearwater Paseo, Kerrville, TX 78028 ("Premise Provider"). 1. Term. This Agreement shall be in effect for five (5) years, commencing from the date of completion of installation the Equipment. Ninety days from the end of the original, the parties shall meet to discuss extension options. If the parties reach mutually agreeable extension terms, the contract, including any new terms and conditions, shall be in effect for an additional two year period. Should both parties agree to extend the contract, such notice will be sent to the address set forth in Section 10. Upon cancellation by the Premise Provider after the initial term or any extended term, Company reserves the right to match the financial and service offering from any competitor under consideration. Should Company agree to make an equivalent offer, Company shall be allowed to retain the Agreement for an additional term to be agreed upon by Premise Provider and Company. 2. Equipment. This Agreement applies to the installation, management, operation and maintenance of inmate telephones, enclosures, and related equipment furnished by the Company at the time of execution of the Agreement or during the term of this Agreement, whether existing, newly installed or renovated, located at: Kerr County Tail, 400 Clearwater Paseo, Kerrville, TX 78028 (Facility) and all other facilities under the control of Premise Provider. The term "Equipment" is defined herein as the inmate telephone set(s) and related equipment, including but not limited to guard posts, concrete pads, mast poles, and site preparation. Where guard posts, concrete pads, enclosures, pedestals, bumper pads, or other property of the Company are installed upon the premises owned or controlled by Premise Provider or any of its agencies or affiliates, such property shall remain in all respects that of the Company. The Company reserves the right to remove or relocate equipment which is subjected to recurring vandalism or insufficient traffic and/or revenue to warrant the continuation of service. The Company shall not exercise such a right of removal or relocation unreasonably. The Company will notify the Premise Provider in writing of its intention to remove or relocate prior to such action. Upon removal of equipment 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltellink.com 1 ~T1~ by the Company, the Company shall restore said premise to its original condition, ordinary wear and tear excepted. However, the Company shall not be liable for holes placed in walls, pillars, or floors or other conditions on the premises which resulted from the proper installation of equipment described herein. The Premise Provider may not make alterations or attachments to the Equipment provided under this agreement, unless otherwise mutually agreed upon by all parties. 3. Services. At no cost to the Premise Provider, the Company shall provide all management services necessary to implement this Agreement; and shall be responsible for furnishing, installing, repairing and servicing the Equipment; the establishment (if and to the extent required by the Company) and compliance with all tariffs and all rules, regulations, orders and policies of federal and state regulatory authorities applicable to the payphone and automated operator services provided by the Company; the establishment and maintenance of all billing and payment arrangements with the local and interexchange carriers; the processing of all telephone call records; the performance (alone or through others) of all validation, billing, outclearing and collection services; and the handling of all billing and other inquiries, fraud control, and all other services essential to the performance of the Company's obligations under this Agreement. The Company reserves the right to control unbillables, bad debt and fraud. Company shall provide all services in compliance with Company's proposal to Kerr County Sheriff's Department, dated April 12, 2004. 4. Compensation. Remuneration shall ~e thirty-five (35%) of the gross revenue billed for all phones covered by this Agreement. Gross Revenue shall mean all revenue generated by every completed call that is accepted by an end user and billed via a local exchange carrier. Gross revenue on which monthly commission will be paid does not include: (i) taxes and tax-related surcharges; (ii) credits; (iii) billing recovery fees; and (iv) any amount Company collects for, or pays to, third parties, including but not limited to payments in support of statutory or regulatory programs mandated by governmental or quasi-governmental authorities, such as the Federal Universal Service Fee, and any costs incurred by Company in connection with such programs. Payments shall be paid monthly and mailed directly to the Premise Provider. All commission payments shall be considered final and binding upon the Premise Provider unless written objection is received by the Company in accordance with Section 10 within sixty (60) days of receipt of commission payment by the Premise Provider. 5. Rates. The telephone rate structure and surcharge rates shall not exceed the maximum rates as authorized by the state's telecommunication regulatory authority and the Federal Communications Commission (FCC). Any rate changes mandated by the state/local regulatory authority and/or the FCC which adversely affect this Agreement shall entitle the Company to, at its option, renegotiate or cancel this Agreement in accordance with Paragraph 18 below. 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltellink.com 2 ~TL 6. Records & Confidentiality. The Company shall maintain records sufficient to permit proper determination of funds due the Premise Provider. Such records shall be made available to the Premise Provider for review upon request. During and after the term of this Agreement, including any renewal period(s), the Company shall recognize and protect the confidentially of all information regarding the inmate telephone station location provided by Premise Provider, including revenue and remuneration paid to the Premise Provider, and shall not disclose such information to any party other than the Premise Provider and the Company, except through the express, written consent of the Premise Provider. The revenue payment and reporting cycle will be a maximum of 45 days following the end of the previous month. Both summary and detail reports will be provided. The original reports and payment will be mailed directly to the Premise Provider. The following information will be provided for each location by telephone number: • Total Calls • Total minutes of use • Type of call • Total usage of revenue 7. Further Assurances. During the term of this Agreement, including any renewal period(s), Premise Provider agrees to: (a) Reasonably protect the Equipment against willful abuse and promptly report any damage, service failure or hazardous conditions to the Company. (b) Provide, at its expense, necessary power and power source, and provide suitable space, accessible to the users. (c) Permit reasonable access to its respective facilities without charge or prejudice to Company employees or representatives, patrons, or consignees. (d) Premise Provider represents and warrants that he/she has legal authority to enter into this Agreement and to make all decisions concerning the providing of space and the installation and use of the Equipment at the Facility; and agrees that during the term of this Agreement, including any renewal period(s), the Company shall have the exclusive right to provide inmate and/or payphone service at the Facility provided, however, that the Company may choose not to exercise this exclusive right. (e) During the term of this agreement, Premise Provider agrees it will not allow other inmate telephones to either remain or be ~ installed at the facility's property. This is to include any additional inmate -~ telephones required to facilitate Premise Provider's expansion at it's present 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltell 3 ink.com ~TL or future location(s) during the term of this Agreement and any extensions of this Agreement. 8. Title. Title to Equipment hereunder shall be and at all times remain in the Company. 9. Relocation. Equipment shall not be disconnected or moved by Premise Provider from the location in which it is installed. By agreement of all parties, installed Equipment may be relocated by the Company. 10. Notices. Any notice, demand, request, approval or other communication (a "notice") which, under the terms of this Agreement or by law, must or may be given by either party, must be in writing, and must be given by personally delivering or mailing the same by registered or certified mail, return receipt requested, to the respective parties as follows: To Company: Global Tel* Link, Corp. 2609 Cameron Street Mobile, AL 36607 Phone: (251) 479-4500 Fax: (251) 375-2049 To Premise Provider: Kerr County Sheriff's Department 400 Clearwater Paseo Kerrville, TX 78028 Phone: (830) 896-1216 Fax: 830=257-7904 ATTN: Teresa Ridgeway ATTN: Sheriff Rusty Hierholzer 11. Governing Law. The construction, interpretation and performance of this agreement and all transactions under it shall be governed by the domestic laws of the State of Alabama. 12. Consequential Damages. Contractor's liability under this Contract shall in no event exceed the total Contract value or $500,000, whichever is lesser. 13. Risk of Loss. The Company and its insurers, if any, shall relieve Premise Provider of all risks of loss or damage to the Equipment during the periods of transportation, installation and operation of the Equipment. However, Premise Provider shall be responsible for loss or damage to Equipment in its possession caused by fault or negligence of Premise Provider or its employees. 14. Default. In the event any 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 to any party by the other, then in addition to all other rights and remedies of law or equity or otherwise, the offended party shall have the right to cancel this agreement without charge of liability. 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltellink.com 4 ~TL 15. Assignment. This agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns; provided, however, that neither party shall assign this Agreement or any interest herein without the other's prior written consent, except that the Company shall have the right to assign this Agreement or any interest herein at any time to any parent, successor, subsidiary, or affiliate of the Company without the consent of the Premise Provider. 16. Independent Contractor. The Premise Provider acknowledges that it is an independent contractor and that nothing contained in this Agreement or the relationship of the parties is intended to or shall create a partnership or joint venture or agency relationship of any kind between the parties. This agreement shall not be constructed as a contract of agency or employment. Premise Provider shall be solely responsible and liable for compliance with all laws, rules and regulations and payment of all wages, unemployment, social security and other payroll taxes relating to Premise Provider's employees including contribution from such persons, when required by law. 17. Solicitation. The Premise Provider acknowledges that no officer or employee of the Company has been employed, induced, or directed by Premise Provider to solicit or secure this agreement with the Company upon agreement, offer, understanding, or implication involving any form of remuneration whatsoever. Premise Provider agrees, in the event of an allegation of substance (the determination of which will be solely made by the Company) that there has been a violation hereof, Premise Provider will cooperate in every reasonable manner with the Company in establishing whether the allegation is true. Not withstanding any provisions of this agreement to the contrary, if a violation of this provision is found to have occurred and is deemed material by the Company, the Company may terminate this agreement. 18. Force Majeure. Neither party to this Agreement shall be responsible or liable to the other for delays or inability to act or perform their obligations under this contract due to circumstances, events or acts of others beyond their reasonable control, including, but not limited to, acts of God, fire, flood, storm, hurricane, tornado, theft of equipment, or changes in regulatory rules or regulations affecting the ability of either party to reasonably carry out its obligations under this Agreement. It is agreed and understood that this Agreement will be subject to termination by either party upon sixty (60) days notice to the other should there be imposed upon Premise Provider or Company any rule or regulation by any state, federal or local regulatory agency which would substantially adversely affect the operation of the equipment or service provided hereunder. 19. Dispute Resolution. Premise Provider and Company agree that any disputes or claims arising under this Agreement shall be resolved through alternative dispute resolution means in the following manner: 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globattellink_com 5 ~TL (a) Initially, the parties shall engage in non-binding mediation. Mediation shall be held in Mobile, Alabama, USA or such other site as is mutually agreed to by the parties. The mediator shall be jointly appointed by the parties and shall have expertise in commercial dispute resolution. (b) The parties shall bear their own costs and expenses (including attorney's fees) for any mediation, unless otherwise directed by the mediator or arbitrator. 20. Entire Agreement. This Agreement constitutes the entire agreement between the Premise Provider and the Company and supersedes all other agreements between the parties pertaining to the subject matter hereof. 21. Amendment. No course of dealing between the parties, their employees, agents or representatives, shall vary any of the terms hereof. This Agreement may be modified, amended, or supplemented only by a written agreement executed by the parties. 22. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which shall be one and the same contract. IN WITNESS~EOF, the f ng Agreement has been executed by the parties hereto, this ~ day of ~~-~-~ , 2004. Company Global Tel*Link Corporation Premise Provider Kerr County, Texas .. w_-.----~--~`~ Sig e _ Name: Pat Tinley Kerr County Judge 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltelli nk.com 6 Name: Teresa Ridgeway Vice President to the Corporation ~T` Exhibit A Kerr County Jail Facility Name 400 Clearwater Paseo Facility Address Kerrville. Texas 78028 City, State, Zip Code Actual on-site equipment: The installation of software and/or hardware for Company provided Equipment is not approved. System conditions can change and become unstable with the addition of software other than that installed by the Company. The Company does not warranty, troubleshoot, or maintain any system that contains software installed by a third party. The Company assumes no liability for any data stored on the Equipment which is not directly related to the Services provided under this Agreement. Company also does not furnish, maintain or provide consumables for peripheral equipment associated with the Inmate Telephone System. consumables consist of items such as printer paper, cassette tapes, compact disks, etc. List of On Site Equipment 23 Channel LazerPhone Inmate Telephone System with 30 days online recording storage 22 Channel LazerPhone Visitation Phone System 2 LazerPhone Workstations 26 LazerPhone Biometric Phones with LazerPrint and LazerSpy Features 3 Cart Phones 22 Visitation Phones integrated with LazerPhone System with 30 days recording 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltellink.com 7 ~TL COmDanV Global Tel* Link re Name: Teresa Ridgeway `'~' Vice President to the Corporation 2609 Cameron Street Mobile, Alabama 36607 Premise Provider Kerr County, Texas ration -_-.__, r" Signat __ Name: Pat Tinley Kerr County Judge P-251.479.4500 F-251.473.4588 www.globaltel link.com 8 ~TL LETTER OF AGENCY DATE: 5/17/2004 TO WHOM IT MAY CONCERN: WE HAVE ENTERED INTO AN AGREEMENT WITH GLOBAL TEL*LINK, CORP., PRIVATE PAY PHONE VENDOR, TO ACT AS OUR COMMUNICATIONS REPRESENTATIVE WITH: Kerrville Telephone Company (LOCAL EXCHANGE CARRIER) FOR OUR TELECOMMUNICATIONS SERVICE LOCATED AT (EXACT ADDRESS(ES) OF JAIL FACILITY(IES): Kerr County Jail UNDER THE TERMS OF THIS AGREEMENT AND BY THIS LETTER, WE DO HEREBY AUTHORIZE GLOBAL TEL*LINK, CORP. TO DO THE FOLLOWING: (X) REQUEST DISCONNECTION OF EXISTING COIN TELEPHONES (X) INSTALL PAY PHONES ON THEIR OWN BEHALF THIS AUTHORIZATION DOES NOT PRECLUDE OUR ABILITY TO ACT IN OUR OWN BEHALF WHEN WE DEEM NECESSARY. ___~.-, AA O Ei3- ATURE •-.` Pat 9E'inley PRINTED NAME Kerr County TITLE OF COMPANY REPRESENTING 830-896-1216 BUSINESS TELEPHONE 2609 Cameron Street Mobile, Alabama 36607 P-251.479.4500 F-251.473.4588 www.globaltellink.com 9 ~TL Global Tel'Link 2609 Cameron Street Mobile, Alabama 36607 Tel. 251 479 4500 Tel. 800 489 4500 Fax 251 375 2049 Web http://www.globaltellink.com RECORDING DISCLAIMER Global Tel*Link Corporation ("Global") and Customer agree and stipulate that Global has no responsibility to advise Customer with respect to any applicable law, regulation, or guideline that may govern or control telephone call recordation or monitoring by Customer, or compliance therewith. Customer has its own legal counsel to advise it concerning any and all such applicable law, regulation, or guideline, and compliance therewith. Global disclaims any responsibility to provide, and in fact has not provided, Customer any legal advice concerning such applicable law, regulation, or guideline, or compliance therewith. Customer agrees to indemnify, defend, and hold Global harmless from any liability, claims, suits, proceedings, damages, costs, and expenses (including attorney's fees) relating to any claims made against Global by any person arising out of failure of Customer to comply with such applicable law, regulation or guideline. ATTEST: Global Tel*Link Cor o ation e ~ ~ «_~ Its: Vice President of the Co oration Date: / ~ z.,c, ( ~i~ ., 2609 Cameron Street Mobile, Alabama 36607 ATTEST: Kerr County, Texas ~~. °~~ Its: County Judge Date: 5/17/2004 P-251.479.4500 F-251.473.4588 www.globaltellink.com 10