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Home My WebLink AboutPACIFIC BELL 1 -1999 . . . NSIJRI\~GE '.;;.' ,. WORK ;;;;J: LX n;~;)jji~;v tLE~¡\ Of f.O~mUL I»\1'E: C./II / q, L : ~¡)¡I INMATE TELEPHONE SERVICE AGREEMENT (I THIS AGREEMENT is entered into on the / day of ~, 19!1.:l..-, by and between the City of Santa Ana, a charter city and municipal corporation of the state of California (hereinafter CiTY), and PACIFIC BELL. . f1~/9ÝC¡-03)- RECITALS WHEREAS, the CITY desires to provide access to pay telephones to inmates of the City of Santa Ana Police Department Jail Facility (hereafter "JAIL FACILITY"); and WHEREAS, PACIFIC BELL agrees to install, maintain and provide CITY with a percentage of the income from such pay telephones; NOW THEREFORE, the parties mutually agree as follows: 1. Term of this AGREEMENT This AGREEMENT begins on April 1 , 1999 and ends on March 31, 2004. 2. Termination of AGREEMENT if PAC BELL fails to perform PAC BELL's duties to the satisfaction of the CITY or if PAC BELL fails to fulfill in a timely and professional manner PAC BELL's obligations under this Agreement or if PAC BELL shall violate any of the terms or provisions of this Agreement, then the CITY shall have the right to terminate this Agreement effective immediately upon the CITY giving written notice thereof to the PAC BELL. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. 3. Right to Use Space CITY agrees to let PACIFIC BELL place its pay phones within the City of Santa Ana Jail Facility (hereafter "JAIL FACILITY") in locations identified by CITY. If, during the term of this AGREEMENT, CITY requests the installation of additional pay phones, PACIFIC BELL agrees to install new or additional pay phones in the JAIL FACiLITY. CITY and PACIFIC BELL agree that if new and/or additional pay phones are installed in the JAIL FACILITY, the terms of this AGREEMENT will apply to those new or additional pay phones. PACIFIC BELL retains title to the pay phones that it installs under this AGREEMENT. CITY shall provide supervised access to PACIFIC BELL employees who are assigned to install, maintain, repair and or replace pay telephones within the JAIL FACILITY. \ . . 4. Service and Repair PACIFIC BELL agrees to service and maintain in working order the pay telephones it installs within the JAIL FACILITY. PACIFIC BELL further agrees to respond within twenty-four hours, excluding weekends and holidays, to repair or replace, defective or damaged equipment. 5. Number of Phones CITY and PACIFIC BELL mutually agree that CITY will provide, for inmate use, only, a minimum of sixty-six (66) pay phones provided by PACIFIC BELL in the JAIL FACILITY. However, if at the time this AGREEMENT Is executed, CiTY has an existing agreement with another provider for inmate pay phones, CITY may continue to maintain inmate pay phones placed under that agreement until that agreement expires. After the expiration of that agreement, CITY agrees to maintain 100% of all inmate pay phones with PACIFIC BELL that are located in the JAIL FACILITY so long as this AGREEMENT is in effect. If CITY asks PACIFIC BELL to remove an inmate pay phone within twelve months of its installation, CITY must reimburse PACIFIC BELL for all of its costs of installing and removing the inmate pay phone and the other equipment, in addition to any other damages that CITY may owe PACIFIC BELL. 6. Features and Services Pacific Bell agrees to provide the features and services outlined in the December 29,1998, proposal from T-NETIX, Inc., including the Dictaphone Prolog recording system as well as the telephone cutoff switch system. 7. Removal At the end of this contract, at CITY's request, PACIFIC BELL will remove the pay phones and enclosures at PACIFIC BELL's expense. CITY acknowledges that PACIFIC BELL may deface or make holes in walls, pillars, floor or other parts of the JAIL FACILITY in order to install and remove the pay phones and that after the removal of the pay phones, PACIFIC BELL will repair the remaining holes, within reason. CITY also agrees that PACIFIC BELL is not liable for damage to the JAIL FACILITY from vandalism committed by inmates. PACIFIC BELL agrees to remove bumper posts or other fixtures and make the site safe after Pacific Bell has removed its equipment. 8. Electricity If needed, CITY agrees to provide uninterrupted 110 volt AC electricity to operate the lights. fan, signs or other electrical devices on the pay phone. Page 2 of 9 . . 9. Advertising, Signs and Use of the Telephone CITY agrees that Inmate pay phones will not be used to conduct CITY business. CITY will not use the telephone numbers of Inmate telephones in CITY advertising. CITY further agrees not to affix advertising or anything else to the pay phone or its enclosure without PACIFIC BELL's written approval. 10. Regulatory Oversight Pacific Bell is subject to the Telecommunications Act of 1996 and is regulated by the California Public Utilities commission ("CPUC"), the Federal Communications commission ("FCC") including tariffs which limit Pacific Bell's liability if thee is an interruption in services. If any lawful entity having jurisdiction requires or authorizes any lawful change or modifications to this contract, these changes or modifications will be included as if they are part of this AGREEMENT. If Pacific Bell is called upon to file this contract t with the CPUC, this contract is not a pubic offering of the services described in this contract. 11. Confidentiality If CITY receives technical, business, revenue or usage information from PACIFIC BELL, CITY agrees to keep such information confidential, except for the Information we provide to you with your compensation payments. 12. Compensation PACIFIC BELL agrees to pay CITY, as consideration for the installation and maintenance of PACIFIC BELL's pay phones in the JAIL FACILITY, a percentage, as reflected in Attachment A to this AGREEMENT, of the gross income derived from the use of said pay phones. 13. Signing Bonus PACIFIC BELL will pay the City of Santa Ana Police Department a one-time signing bonus of $40,000 within thirty (30) calendar days of the execution of this AGREEMENT. 14. The CITY, at its sole discretion, shall be permitted to inspect, review, audit or cause the same to be undertaken of PACIFIC BELL's account book ledgers, records or other materials that demonstrate the gross billed revenue from the JAIL FACILITY pay phones. Such audit, review or inspection shall be conducted in a reasonable time, place and manner and PACIFIC BELL shall cooperate in good faith with the CITY to accomplish such undertaking. All such efforts shall be at the sole cost and expense of the CITY, unless such audit, review, or inspection determines that PACIFIC BELL has not been dispersed funds equal to the percentage of gross income reflected in Attachment A. In the event that such a Page 3 of 9 . . determination is made, PACIFIC BELL shall, within fifteen (15) calendar days from dispatch of a written demand from the CITY, deliver to CITY the total non-paid sums of money due the CITY, plus interested calculated at ten (10) percent per anum, in addition to the full amount of the costs incurred by the CITY to commence and complete the audit, review or inspection of Vendors's records. Such audits shall be limited to once every twelve (12) months. 15. PACIFIC BELL shall, within thirty calendar days of the last day of the previous month pay the commissions owed to the CITY at the address identified in section 20, Notice, of this AGREEMENT. 16. InterLATA Carrier InterLATA services will be provided by AT&T Corp., (hereafter "AT&T") during the term of this AGREEMENT. The commission rate from AT&T Non-Sent Paid Collect Calls from inmate pay phones is described in Attachment B. 17. AT&T agrees to provide, within thirty calendar days of the last day of the first, second, third, and fourth quarter of each year provide an accounting to CITY of the gross income received by AT&T from JAIL FACILITY pay phones. Upon exhaustion of the pre-paid estimated commission amount of $400,000, AT&T shall pay the commissions owed to the CITY at the address identified in section 20, Notice, of this AGREEMENT within thirty (30) calendar days of the end of the first, second, third, and fourth quarters of the year during the term of the AGREEMENT. The quarters shall end respectively on March 31, June 30, September 30, and December 31. 18. The CITY, at its sole discretion, shall be permitted to inspect, review, audit or cause the same to be undertaken of AT&T's account book ledgers, records or other materials that demonstrate the gross billed revenue from the JAIL FACILITY pay phones. Such audit, review or inspection shall be conducted in a reasonable time, place and manner and AT&T shall cooperate in good faith with the CITY to accomplish such undertaking. All such efforts shall be at the sole cost and expense of the CITY, unless such audit, review, or inspection determines that AT&T has not been dispersed funds equal to the percentage of gross income reflected in Attachment B. In the event that such a determination is made, AT&T shall, within fifteen (15) calendar days from dispatch of a written demand from the CITY, deliver to CITY the total non-paid sums of money due the CITY, plus interested calculated at ten (10) percent per anum, in addition to the full amount of the costs incurred by the CITY to commence and complete the audit, review or inspection of Vendors's records. 19. Notifications Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent first class mail, return receipt requested and Page 4 of 9 . . addressed as follows: If to PACIFIC BELL: If to CITY: PACIFIC BELL Public Communications PO box 5021 San Ramon, CA 94583 Santa Ana Police DepartmentJail Facility 62 Civic Center Plaza, M-88( Santa Ana, CA 92702 Attn: Russ Davis, Jail Administrator Attn: Jim Lewis, Account Manager If to AT&T: AT&T 4430 Rosewood Drive, Rm 3510 Pleasanton, CA 94588 Attn: Wayne Jackson 20. Indemnity. a. Indemnification of PACIFIC BELL. The CITY shall indemnify PACIFIC BELL to the extent permitted by law and shall hold PACIFIC BELL harmless against any damage, loss, cost or expense which PACIFIC BELL may sustain or incur by reason of any claim, demand, suit or recovery by any person or entity arising out of the failure of the CITY to perform the CITY's obligations pursuant to this AGREEMENT. CITY shall not be liable under the foregoing indemnification provision to the extent any damage, loss, cost or expense results from the proportional negligence or willful misconduct of PACIFIC BELL. b. Indemnification of CITY. Notwithstanding paragraph 8(a) hereof, PACIFIC BELL shall indemnify the CITY and shall hold the CITY harmless against any damage, loss, cost or expense, which the CITY, may sustain or incur by reason of any claim, demand, suit or recover by any person or entity arising out of PACIFIC BELL's performance (or nonperformance) of PACIFIC BELL's obligations pursuant to this AGREEMENT. 21. Insurance. Without limiting PACIFIC BELL's indemnification, PACIFIC BELL shall maintain in Page 5 of 9 . . force at all times during the term of this AGREEMENT a policy, or policies, of insurance covering its operations as follows: Coverage Minimum Limits Workers' Compensation Statutory Comprehensive General Liability Insurance $1,000,000 Comprehensive General Liability Insurance shall contain the following clauses: a. "The City of Santa Ana is added as an additional insured as respects operations of the named insured performed under AGREEMENT with the City of Santa Ana." b. "It is agreed that any insurance maintained by the City of Santa Ana shall apply in excess of and not contribute with, insurance provided by this policy." In lieu of the above, CITY will accept Pacific Bell's self-insurance for the limits set forth above. 22. Conflict of Interest Clause PACIFIC BELL covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this AGREEMENT. 23. Certification of Nondiscrimination By signing this AGREEMENT, PACIFIC BELL certifies that it does not discriminate in hiring or treatment on the basis of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, ancestry, physical handicap or medical conditions. 24. Non-assignment of AGREEMENT. Inasmuch as this AGREEMENT is intended to secure the specialized services of PACIFIC BELL, PACIFIC BELL may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. Notwithstanding the above, Pacific Bell may transfer or assign the rights and responsibilities under this AGREEMENT to a parent, affiliate or wholly owned subsidiary without the prior consent of CITY. 25. Validity of Terms Page 6 of 9 . . If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the covenants, conditions, or provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 26. Limitation Period. CITY, PACIFIC BELL, and AT&T agree that no claim may be asserted against the any other party in connection with this AGREEMENT unless the asserting party has given the other parties written notice of the claim within one (1) year after the asserting party first knew or should have known of the facts giving rise to such claim. 27. Laws Governing this AGREEMENT This AGREEMENT and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. 28. Attorney's Fees If CITY, PACIFIC BELL or AT&T files suit to enforce this contract, the prevailing party in that lawsuit will be entitled to recover reasonable attorneys' fees and costs from the losing party. (Continued.) Page 7 of 9 . . IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written, ATTEST: n' e C. Guy lerk of the Council ~ ~ City Manager CITY OF SANTA ANA, a municipal corporation of the State of California ) c/~ , APPROVED AS TO FORM: PACIFIC BELL 71~ Hugh Halford Assistant City Attorney /-:) ( RECOMMENDED FOR APPROVAL: \ \ L\¿.~~ Paul M, Walters Chief of Police SS 2'1'\-- ìs \ '7 Employer ID # or Individual SS # AT&T vd IJ7T d~ 'o<Y7.)¡1J, Employer ID # or Individual SS # Page 8 of 9 ~--~--- . . ATTACHMENT A PACIFIC BELL INMATE TELEPHONE SERVICE COMPENSATION RATE SCHEDULE In accordance with the Inmate Telephone Service Agreement, Pacific Bell shall pay City of Santa Ana Police Department Inmate Welfare Fund compensation based on billable gross revenue for the following call types completed within the. same Service Area: . Cash paid (Amount of United States Coins Collected) . Calling Cards . Collect Calls . Third Number Billed The compensation is based on the collection interval and may cover more than one month's usage, Excluded from the compensation are all applicable taxes and calls to toll free numbers, and CPUC mandated billing surcredits. Compensation: 41% CMP: 211 Attachment A PACIFICt:tBELL A Pacific Telesis Company . . ATTACHMENT B AT&T COMMISSION AGREEMENT INMATE CALLING SERVICE 1. AT&T agrees that there will be no additional cost to CITY for AT&T's provision of AT&T Inmate Calling Services ("ICS") to CITY, This shall apply to all inmate telephones at the FACILITY, whether such telephones are provided by LEC, by AT&T, or by AT&T's vendor. 2, In order to provide ICS, AT&T will, use certain "control" equipment located on CITY'S premises to the extent such equipment is compatible with ICS. The ICS equipment shall be maintained in proper working order to insure the functions of the ICS features, If the equipment is placed at the CITY's premises, CITY shall provide necessary space, power, heat, air conditioning, and any other reasonable requirements necessary for the functioning of the equipment required to provide ICS. CITY shall permit AT&T or its vendor reasonable access to the equipment in order to maintain the equipment. 3. In the event AT&T is unable to provide ICS as of the effective date of this AGREEMENT, as defined in this AGREEMENT, then AT&T will provide its standard live operator services to connect the inmate's call to the called party until it is able to provide ICS, 4. The commission rate payable to CITY for the FACILITY listed in Attachment A is forty-three percent (43%) of revenue from AT&T Non-Sent Paid Collects calls placed from the Inmate Telephones, the total number of which is sixty-six (66), AT&T commission cycle begins on the 16th day of each month and ends on the 15th day of the following month. Page 9 of 9 ~ . , ~ . . PACIFIC BELL INMATE TELEPHONE SERVICE AT&T INTERLATA COMPENSATION RATE SCHEDULE In accordance with the Inmate Telephone Service Agreement, AT&T shall pay City of Santa Ana Police Department Inmate Welfare Fund compensation based on billed revenue for the following call types completed outside the Pacific Bell Service Area: . Collect Calls . Calling Card Calls . Third Number Billed Compensation: 43% Advance Commission: $400,000 (estimated 80% of first year's commission) to be paid by AT&T within 45 calendar days of signing ofInmate Telephone Service Agreement. At the end ofthe calendar year, an accounting will be made to determine the specific commission that should have been received. Any adjustment to the actual commission amount will be credited to or debited from calendar year 2000's commission, which will be paid by AT&T on a regular monthly basis until the expiration ofthe term of the Agreement. The compensation cycle is based on the period of time which begins on the 16th day of each month and ends on the 15th day ofthe following month, Excluded from the compensation are all applicable taxes and calls to toll free numbers, Attachment B