HomeMy WebLinkAbout993010.tiff Agreement#CDS-991112-0223
INMATE TELEPHONE SERVICE AGREEMENT
THIS AGREEMENT is made and entered into by and between U S WEST Communications, Inc.
("USWC"), a Colorado corporation, and Weld County Jail ("Space Provider') located in the State of
Colorado.
1. TERM. Inmate telephone service shall commence the 1st day of January, 2000, and shall
continue in effect for a period of three (3) years ("Initial Term"). Upon completion of the Initial Term, this
Agreement shall be automatically extended or renewed for two (2) successive periods of one (1) year
each ("Renewal Period). In the event this Agreement is neither extended or renewed upon completion of
the initial term, and service continues to be provided to Space Provider, 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. 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. This Agreement applies to inmate telephones currently installed
("existing") and to future installations ("new"). Contracts now existing between USWC and Space Provider
for inmate telephone service are superseded by this Agreement. USWC agrees to provide its standard
inmate line telephones and enclosures. USWC retains the right to establish rates for inmate services.
3. RESPONSIBILITY OF USWC. USWC 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 USWC, at USWC's
expense, except as otherwise agreed upon herein.
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. 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 USWC'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 USWC.
4.3 Allow USWC access to 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.
4.4 Exercise reasonable care 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 USWC. 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 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. USWC is and shall remain the owner of the inmate telephones,
associated equipment, wiring, hardware, and enclosures provided by USWC whether or not physically
attached to real estate.
6. INMATE TELEPHONE LOCATIONS. All locations known at the time of execution of this
Agreement are specifically set forth in Schedule A. Upon mutual agreement of the parties, locations may
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CDS-991112-0223NVELDcOuNTYCONTRACT.DOC/C 993010
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be added at any time as need or desire may dictate by amending this Agreement. Any additions,
regardless of date, during the term of this Agreement shall automatically expire on the same date as the
expiration or termination date of this Agreement.
7. COMMISSION. USWC agrees to pay Space Provider a commission based upon USWC
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 USWC's serving area.
8. REMOVAL OF INMATE TELEPHONES. USWC retains the right to remove any or all
inmate telephones in the event that it is not financially feasible, at USWC'S sole discretion, to continue
providing inmate telephones at Space Provider's premises upon thirty (30) days written notice to Space
Provider. If USWC removes inmate telephones under this paragraph, Space Provider shall not be liable
for termination charges for the inmate telephones removed. Space Provider shall be entitled to receive
any commissions earned before the USWC 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 "Notice of Termination" by certified mail to
the other party specifying the extent to which the Agreement is terminated, the reasons for such
termination 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. LIMITATION OF LIABILITY. 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 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 remedy such default. Should
the defaulting party fail to remedy such default within ten (10) days from date of such notice, the offended
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. INDEMNIFICATION. 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 if provided
by Space Provider. Space Provider specifically agrees to defend and indemnify USWC 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 USWC's employees or agents.
USWC agrees to defend and indemnify Space Provider from any claims that result from USWC'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.
14. NOTICES. Any notices or other communications to be given under this Agreement shall
be sent to the following persons:
FOR SPACE PROVIDER: FOR USWC:
Weld County Jail U S WEST Communications, Inc.
915 10th Street 1485 West 3100 South
Greeley, CO 80631 Salt Lake City, UT 84111
ATTN: Susan Quick, ATTN: Dale S. Cherrington
Weld County Phone Services
Either party may change its address for communications by giving notice in writing.
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15. REGULATORY. This Agreement is subject to USWC's tariffs, catalogs or price lists, as
filed with appropriate state and federal regulatory commissions.
16. 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 or regulatory agency orders.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. DISPUTE RESOLUTION. Any claim, controversy or dispute between the parties, their
agents, employees, officers, directors or affiliated agents shall be resolved by arbitration. A single
arbitrator engaged in the practice of law shall conduct the arbitration under the then current rules of the
American Arbitration Association. The Federal Arbitration Act, 9 U.S.C., § 1-16, not state law, shall govern
the arbitrability of all claims. The arbitrator shall have the authority to award compensatory damages only.
The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction
thereof. The prevailing Party, as determined by the arbitrator, shall be entitled to an award of reasonable
attorneys' fees and costs. The arbitration shall be conducted in the regional AAA office closest to where
the claim arose, and all expedited procedures prescribed by the AAA rules shall apply.
24. ENTIRE AGREEMENT. This Agreement, together with all Schedules and supplementary
documents incorporated by reference, shall constitute the entire agreem nt b tween the parties with
respect to the services and facilities to be provided and shall s ersede all prior a reements, proposals,
understandings, representations, correspondence or communi ti ns relatin to e subject matter hereof.
Weld Coun II U T un'lions, Inc.
nail re ign re
Dale K. Had. Ken II yatt
Name Printedf-yped ame rin y e
Chair Sales ire or
Title i
12/20/99
Date a
Federal Tax ID Number 84-6000-813
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SCHEDULE A
INMATE TELEPHONE LOCATIONS
FOR
WELD COUNTY JAIL
T-I •h•n Num• r • •ress City St
• r ree ey •
9703528900 2110 O St Greeley CO
9703529638 2110 O St Greeley CO
9/03529703 2110 O St Greeley CO
9703529705 2110 O St Greeley 'CO
9703529709 2110 O St Greeley CO
9703529733 2110 O St Greeley 'CO
9703529737 2110 O St Greeley 'CO
9703529820 2110 O St Greeley CO
9703529831 2110 O St Greeley CO
9703529885 2110 O St Greeley CO
9703529888 2110 O St Greeley 'CO
9703529904 2110 O St Greeley CO
9703529905 2110 O St Greeley CO
9703529923 2110 O St Greeley CO
9703529938 2110 O St Greeley CO
9/03529942 2110 O St Greeley CO
9703529960 2110 O St Greeley CO
9703529964 2110 O St Greeley CO
9703529976 2110 O St Greeley CO
9/03529996 2110 O St Greeley CO
970352984/ 315 N 11th Ave Greeley CO
9703529872 900 9th St Greeley CO
9703516228 915 10th St Greeley CO
9/03518520 915 10th St Greeley CO
9703518521 915 10th St Greeley CO
9703518522 915 10th St Greeley CO
9703518523 915 10th St Greeley CO
9703518524 915 10th St Greeley CO
9703518526 915 10th St Greeley CO
9703518527 915 10th St Greeley CO
9703518528 915 10th St Greeley CO
9703518529 915 10th St Greeley 'CO
9/03518530 915 10th St Greeley CO
9703518531 915 10th St Greeley CO
9703518533 915 10th St Greeley CO
9/03518534 915 10th St Greeley CO
9/03518536 915 10th St Greeley CO
9/03535126 915 10th St Greeley CO
9703535147 915 10th St Greeley CO
9/03535168 915 10th St Greeley CO
9703535239 915 10th St Greeley CO
9703529642 915 10th St Greeley CO
9703529653 915 10th St Greeley CO
9703529719 915 10th St Greeley 'CO
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SCHEDULE B
COMMISSION SCHEDULE
FOR
WELD COUNTY JAIL
1. CONTRACT PERIOD:
a. USWC agrees to pay Space Provider monthly Forty-three Percent (43%) of "gross
billable" revenues generated by inmate telephones based upon USWC's revenue for
USWC billed local and intraLATA calls.
OR
In lieu of monthly commission payments above and upon execution of this Agreement,
USWC will pay Space Provider a lump sum amount based upon 80% of estimated
Year 2000 commission payments. At the end of each Contract Period, USWC will
perform a true-up to bring the total annual commission payment equal to the percentage
of Forty-three Percent (43%) of"gross billable" revenues generated by inmate telephones
based upon USWC's revenue for USWC billed local and intraLATA calls.
b. AT&T agrees to pay Space Provider monthly Forty-one Percent (41%) of"gross billable"
revenues generated by inmate telephones based upon AT&T's revenue for AT&T billed
interLATA calls.
In lieu of monthly commission payments above and upon execution of this Agreement,
AT&T will pay Space Provider a lump sum amount based upon 80% of estimated
Year 2000 commission payments. At the end of each Contract Period, AT&T will perform
a true-up to bring the total annual commission payment equal to the percentage of
Forty-one Percent (41%) of "gross billable" revenues generated by inmate telephones
based upon AT&T revenue for AT&T billed interLATA calls.
2. Commission checks are to be mailed to the following address:
WELD COUNTY JAIL
915 10TH STREET
GREELEY, CO 80631
ATTN: SUSAN QUICK,
WELD COUNTY PHONE SERVICES
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