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HomeMy WebLinkAbout05173 - INMATE COMMUNICATIONS CORP INMATE TELEPHONE SERVICE Page 1 of 1 Kathie Hart From: Al Franz Sent: October 24, 2011 2:22 PM To: Kathie Hart Cc: Dennis Graham; Renee Montante ^� Subject: RE: Inmate Communications-A5173 Yes, I thought we already had closed it out. �prl� From: Kathie Hart Sent: Monday, October 24, 2011 2:02 PM To: Al Franz Cc: Renee Montante Subject: Inmate Communications -A5173 This agreement does not expire until 2013. Since we no longer have a jail and Mary w/ Inmate Communications told me the phones are not in service, do we want to close the agreement? Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs,CA 92262 (760)323-8206 1 -MA (760)322-8332 M Kathie.Hart@PalmSpringsCA.gov Please note that City Hall is open 8 a.m.to 6 p.m.Monday through Thursday,and closed on Fridays at this time. 10/24/11 FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT PALM SPRINGS CITY JAIL (INMATE TELEPHONE SERVICE) ORIGINALLY DATED OCTOBER 14,2005 This First Amendment To Agreement (Amended Agreement) made and entered into this 25`h of March, 2009, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation (City) and INMATE COMMUNICATIONS CORPORATION, a California corporation (Contractor) is a First Amendment to the Contract Services Agreement between the parties originally dated October 14, 2005 (Original Agreement). RECITALS WHEREAS, City has determined to continue receiving the services set forth in the Original Agreement From Contractor; and WHEREAS, Contractor is willing to continue to provide said services. NOW THEREFORE, in consideration of the promises and mutual agreements contained herein,the parties agree as follows: FIRST AMENDED AGREEMENT 1-0 CONTINUATION OF ORIGINAL AGREEMENT 1.1 The Original Agreement is scheduled to terminate on March 31, 2009. 1.2 April 1, 2009 shall be the Renewal Date. 1-3 The parties agree that the Original Agreement shall continue in full force and effect on and after the Renewal Date unchanged except as amended hereby. 2.0 TERM 2.1 The Original Agreement shall continue for an additional four (4)years and shall under this Amended Agreement now terminate on March 31, 2/13, unless terminated earlier pursuant to the provisions therein. 0 - 04/15/2009 14-28 FAX 7603228332 PALK SPRINGS CITY CLERK IM 003 I 3.0 SCHEDULE CIF COMPENSATION 3.1 In consideration of this Amended Agreement,the Schedule of Compensation attached to tl;le Original Agreement as Exhibit B shall be modified as of the Renewal Date such thatlthe commission shall equal 37%of the"Monthly Gross Billable Revenue' as that tern is used in the Original Agreement. 3.2 As hirther consideration, Contractor shall provide City with a TDD device to assist the healing impaired in making phone calls from the jail_ This shall become the property of the uty. 4.0 CONTINUING EFFECT OF THE AGREEMENT 4.1 Except as expressly provided in this First Amendment,the Original Agreement shall rem,iin in full force and effect, IN WITNESS WHERE(UF,the parties have executed and entered into this Amended Agreement as of the date first written abgve. CITY i CITY OF PALM SPRINGS,a charter city and California municipal corporation c - i ay; it ager By: Polic hief ATTEST: 85 1 z 00`(' City Clerk APPROVED BY CITY COUNCIL APP r D '" Fp FOx a �V✓`�� By: � ; City Attorney I CONTRACTOR INMATE COMMUNICATIONS CORP, a California co poration j By: .I STEPHEN A. EDWARDS,President Inmate Communications Corp Inmate telephone service AGREEMENT A5173 ( - Under $25,000 CM authorized C,om.`ruinicatiorz6 (forroHcition - - LETTER OF AGENCY The CITY OF PALM SPRINGS hereby appoints INMATE COMMUNICATIONS CORPORATION,as exclusive agent with fall authority to act on our behalf in matters relating to the provision and operation of telephone service at the location listed below. This agency is limited to inmate telephone service. INMATE COMMUNICATIONS CORPORATION is authorized to: obtain billing and usage information; purchase equipment offered for sale; order or disconnect service; select long distance carriers;and handle all billing. This authorization does not preclude our ability to act on our own behalf when we deem it necessary. This agreement may-not-be superseded by any other agreement without the mutually written agreement the oa7c� res' �rt�r✓'JA/✓a9 Ale �� � /rr'sv✓J s`''��Gs��/ � LOCATION NAME INMATE COMMUNICATIONS CORPORATION PALM SPRINGS POLICE DEPARTMENT Name 200 SOUTH CIVIC Street Address Signed PALM SPRINGS,CA 92262 Stephen A.Edwards City/State President (760)323-8116 Business Phone o ate" Date: Signed David H . IK;g,9dy, City Manager TELEPHONE NUMBERS Pyxted Name (when applicable) ATTES�T� A �Title James Thompson, City Clerk Date APPROVED BY CITY.MASSAGER APPRO, D AS TO F RM: lr< /17 �a��Irnllean,Avenue, Van Nuys, California 91406 •Toll Free(800) 642-6555• Fax(818) 782-9001 BY - • e Site: Htt ://www.inmate hones.com Title: P P 16. YV T CONTRACT SERVICES AGREEMENT PALM SPRINGS CITY JAIL (INMATE TELEPHONE SERVICE) THI CONTRACT SERVICES AGREEMENT (the "Agreement") is made and entered into this �l day of a Qyk� 2005, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City") and INMATE COMMUNICATIONS CORPORATION, a California corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "party" and hereinafter collectively referred to as the "parties". RECITALS WHEREAS, City has determined that there is a need for the installation and maintenance of jail inmate telephone services within the Palm Springs City Jail located at 200 South Civic, Palm Springs, California; and, WHEREAS, Contractor has submitted to City a Proposal and Scope of Services, dated July 8, 2005, as well as a Description of Services Brochure and a Wiring Diagram for Inmate Telephone Service, copies of which are attached hereto as Exhibits "A", "A-1", and "A-2" and are by this reference incorporated as though fully set forth herein (hereinafter collectively referred to as the "Proposal"), concerning the provision of imnate telephone services within the Palm Springs City Jail; and, WHEREAS, Contractor is qualified by virtue of its experience, training, education, and expertise to provide installation and maintenance of a jail inmate telephone system, as provided herein, to support and provide communication services within the Palm Springs City Jail. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, CITY agrees to retain and does hereby retain Contractor and Contractor agrees to provide telephone communication services as follows: AGREEMENT 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Contractor shall perform the work and provide the services set forth in the Proposal. Contractor hereby agrees and warrants that all work performed and services rendered under this Agreement will be performed in a competent, professional, and satisfactory manner in accordance with all customary and usual practices and standards prevalent in Contractor's industry. In the event of any inconsistency between the terms of Contractor's Proposal and this Agreement, the terms and conditions of this Agreement, then the terns of the Proposal, shall control. 204624 t 1 Pahn Springs Ciov Jail Inmate Telephone Services 818105 0MGP„N.9AL 8 R]' AND/U6 A%C%'R'EMiL# T 1.2 Compliance with Law. All work performed and services rendered hereunder shall be provided in accordance with all Federal and State laws and the ordinances, resolutions, rules, and regulations of the City of Palm Springs, or any other goverranental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the work and services required by this Agreement. 1.4 Familiarity with Scope of Services. By executing this Agreement, Contractor agrees and warrants that Contractor: (a) has thoroughly investigated and considered the work and services to be perfonned hereunder; (b) has generally acquainted itself with the site of the work, the Palm Springs City Jail, and the conditions existing therein; (e) has carefully considered the means and methods for performance; and (d) fully understands the conditions, facilities, difficulties, and restrictions attending performance of the work and services under this Agreement. Should Contractor discover any latent or previously unknown conditions or facts materially differing from those inherent in the work or services or as represented by City, Contractor shall immediately inform the Contract Officer of such fact(s) and shall not proceed with any work or services except at Contractor's risk until written instructions are received from the Contract Officer. 1.5 Care of Work. Contractor shall adopt reasonable methods during the tern of the Agreement to furnish continuous protection to materials, equipment, papers, research, data, documents, records, plans, studies, and/or other components thereof to prevent loss or damage. 1.6 Additional Services. In accordance with the terns and conditions of this Agreement, Contractor shall perform services in addition to those specified in the Proposal when directed to do so in writing by the City, provided that Contractor shall not be required to perform any additional services without additional, reasonable compensation. Airy additional compensation not exceeding five percent (5%) of the Original Contract Sum may be approved in writing by the Contract Officer. Any greater increase must be approved by the City Council. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perforn their respective obligations under this Agreement. Both parties agree to fully cooperate with one another and to act in good faith to execute all instruments, prepare all documents, and to take all actions as may be reasonably necessary to carry out the purpose and intent of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 2.0. COMPENSATION 2.1 Contract Sum. For the work performed and services rendered pursuant to this Agreement, compensation to the parties shall be in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference ("Original Contract Stun"). The Original Contract Sum shall serve as the entire compensation 204624.1 2 Pahn Springs City Jail Impale Telephone Services 818105 1 � amount for the work performed and services rendered tinder this Agreement, with no additional amounts or benefits promised or owing. 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, the parties shall be entitled to payment for work performed and services rendered tinder this Agreement as specified in Exhibit "B", Schedule of Compensation. 2.3 Changes. In the event of any change or changes in the Proposal requested by City, the parties shall execute an addendum to this Agreement, setting forth with particularity all terms of the Addendum, including but not limited to any additional compensation owed to either party.. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. The work and services to be performed by Contractor under the terms of this Agreement shall commence on 0I,a, " , 2005 and shall terminate on March 31, 2009, unless terminated earlier pursuant to the provisions of this Agreement. 3.3 Force Majeure. The time for performance of work and services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if the Contractor shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 N Term. The term of this Agreement shall be for four (4) years, commencing E' k,X4 yea it@ , 2005 and ending March 31, 2009, unless terminated earlier pursuant to the provisions of this Agreement. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. Stephen A. Edwards is hereby designated as being the principal and representative of Contractor authorized to act on its behalf with respect to the work and services specified herein and may make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally administer and supervise the services hereunder. For purposes of this Agreement, the foregoing principal may not be changed or replaced by Contractor without the express written approval of the Contract Officer. 204624.1 3 Pahn Springs City Jail Innvate Telephone Services 818105 4.2 Contract Officer. This Agreement shall be administered and enforced by City's designated contract officer, which shall be Conmiander Mike McCabe ("Contract Officer"). It shall be Contractor's responsibility to keep the Contract Officer fully apprised and informed of Contractor's progress and performance of the work and services throughout the term of this Agreement, and Contractor shall refer, in a timely manner, any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terns and conditions of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, kriowledge, capability, and reputation of Contractor were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the work or services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor of any liability hereunder without the express written consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the work or services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contractor's employees, servants, representatives, or agents, or in fixing their mmriber, compensation, or hours of service. Contractor shall perform all work and services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the City of Palm Springs. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual 204624.1 4 Pahn Springs City Jail Inmate Telephone Services 818105 liability, personal injury, independent contractors, broad form property damage, products, and completed operations. The General Liability Policy shall name the City of Palm Springs, its officers, officials, employees, and agents as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily injury and property damage. Said policy shall include coverage for owned, non-owned, leased, and hired vehicles. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, officials, employees, and agents as an additional insured. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, officials, employees, and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to City. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.0 to the Contract Officer. No work or services wider this Agreement shall commence until Contractor has provided City with Certificates of Insurance and endorsements, or appropriate insurance binders, evidencing the above insurance coverage and said Certificates of Insurance and endorsements, or binders, are approved by City. In the event Contractor subcontracts any portion of the work in compliance with Section 4.3, Contractor agrees that the provisions of this Section 5.0 shall not be construed as limiting in any way the extent to which Contractor may be held responsible for damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which Contractor is otherwise responsible. 5.2 Indemnification. To the fullest extent permitted by law, Contractor agrees to indemnify City, its officers, officials, agents and employees against, and will hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "claims" or "liabilities") that may be asserted or claimed by any person, firm, or entity arising out of or in comiection with the negligent performance of the work, services, operations, or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, officials, agents or employees, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of City, its officers, officials, agents, or employees, who are directly responsible to City, and in connection therewith. 2046241 5 Palm Springs City Jail Inmate Telephone Services 818105 (a) Contractor shall defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in comnection therewith. (b) Contractor shall promptly pay any judgment rendered against City, its officers, officials, agents or employees, for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations, or activities of Contractor hereunder; and Contractor agrees to save and hold City, its officers, officials, agents, and employees harmless therefrom. (c) In the event City, its officers, officials, agents, or employees, is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to City, its officers, officials, agents, or employees, any and all costs and expenses incurred by City, its officers, officials, agents or employees, in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Sufficiency of Insurer. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in the State of California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of City due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to City within ten (10) days of receipt of notice from the Risk Manager. 6.0 ENFORCEMENT OF AGREEMENT 6.1 California Law. This Agreement shall be construed and interpreted both as to validity and as to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 6.2 Disputes. In the event of any dispute arising under this Agreement, the injured parry shall notify the injuring parry in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an 204624.1 6 Palm Springs City Jail Inmate Telephone Services 818105 immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 6.6. 6.3 Waiver. No delay or omission in the exercise of any right or remedy by a non defaulting parry on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other parry requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other parry's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 6.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific perforniance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 6.6 Tennination Prior to Expiration of Tenn. City reserves the right to terminate this Agreement at any time, with or without cause, upon ninety (90) days written notice to Contractor. In addition, Contractor reserves the right to terminate this Agreement at any time, with or without cause, upon ninety (90) days written notice to City. Upon receipt of any notice of tennination, and upon written request of City, Contractor shall immediately cease all work and services hereunder except such as may be specifically approved by the Contract Officer thereafter in accordance with Section 1.6 above or such as may be approved by the Contract Officer. In the event of termination without cause pursuant to this Section, the terminating party need not provide non-terminating party with the opportunity to cure pursuant to Section 6.2. 6.7 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement or its subject matter, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on connmencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 204624.1 7 Palm Springs City Jail Inmate Telephone Services 818105 7.0 CITY OFFICERS AND EMPLOYEES;NON-DISCRIMINATION 7.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 7.2 Conflict of Interest. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his/her financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested, in violation of any State statute or regulation. Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 7.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry. Contractor shall take affirmative action to insure that applicants and employees are treated without regard to their race, color, creed, religion, sex, marital status, age, national origin, or ancestry. 8.0 MISCELLANEOUS PROVISIONS 8.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To Agency: City of Palm Springs Arm.: City Manager 3200 East Tahquitz Canyon Way P.O. Box 2743 Palm Springs, California 92263-2743 To Contractor: Imnate Communications Corporation Attn.: Stephen A. Edwards 7107 Valjean Avenue Van Nuys, California 91406 2046241 8 Pahn Springs City Jail Jnlnate Telephone Services 818105 8.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.3 Integration. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by au instrument in writing. 8.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 8.6 Accounting. Contractor shall maintain accurate and complete records of all Monthly Gross Billable Revenue received under this Agreement, which is defined as the charges billed to third-parties by Contractor for use of the Imnate Calling System. Contractor shall also maintain accurate and complete records of all data evidencing its performance under this Agreement, including but not limited to all Imnate Calling System (a) records; (b) statements; (c) billings; (d) accounts payable; (e) accounts receivable; (f) write-offs and/or bad debts; (g) credits; (h) profit and loss statements; (i) service charges; 0) reimbursement payments; and (k) invoices. Such accounting shall be performed by Contractor in accordance with generally accepted accounting principles and practices consistently applied. City shall have access to such records and information upon seventy-two (72) hours advanced notice at all times during normal business hours for the purpose of inspection, audit, review, evaluation, and duplication. Contractor shall, at no cost to City, provide proper facilities for City's access, inspection, audit, review, evaluation, and duplication of such accounting information. Contractor shall also, at no cost to City, provide to City a written accounting of the Monthly Gross Billable Revenue received imder this Agreement within thirty (30) days after the end of the month in which calls were made. 204624.1 9 Palm Springs City Jail Inmate Telephone Services 818105 8.7 Exhibits. The following exhibits have been attached hereto and are incorporated by reference herein: Exhibit"A" - Proposal and Scope of Services. Exhibit "A-1" - Description of Services Brochure for Palm Springs City Jail. Exhibit"A-2" - Wiring Diagrams for hlmate Telephone Service -Palm Springs City Jail. Exhibit"B" - Schedule of Compensation. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. "CITY" CITY OF PALM SPRINGS, a charter city and California municipal corporation / Bye%'""' DAVID H. REA Y, ' 'Manager y� di By: — a GARY J ON, Police Chief ATTEST: '� n- B APPROVED by Cldl°MANAGER Mes Thompson, City 01erk EAU OV^E S TO FORM: A7 ✓ ggA �t Douglas C. Holland, City Attorney "CONTRACTOR" INMATE COMMUNICATIONS CORP., a California corporation 7 By: 'STEPHEN A. EDWARDS Its: P'Z2 ,i/�c'.v✓�' 204624.1 10 Pahn Springs City Jail Innate Telephone Sewices 818105 EXHIBIT "A" INMATE COMMUNICATIONS CORPORATION PROPOSAL AND SCOPE OF SERVICES a04e24.1 Palm Springs City Jail Innate Telephone Services EXHIBIT "A" PROPOSAL AND SCOPE OF SERVICES FOR INMATE TELEPHONE SERVICES AT THE PALM SPRINGS CITY JAIL BY INMATE COMMUNICATIONS CORPORATION JULY 8, 2005 INMATE COMMUNICATIONS CORPORATION (ICC), a California corporation,proposes to install and operate a system for the provision of hunate Telephone Services (ITS) at the Palm Springs City Jail under contract with the City of Palm Springs (City). ICC has specialized in placing hunate Calling Systems in detention facilities of all types for the past 15 years and employs its own technicians and support staff in its Los Angeles area headquarters dedicated to this function. In return for the right to be the exclusive provider of ITS at the City Jail during the term of the Agreement, ICC will install and make available its proprietary Inmate Calling System and ancillary equipment as more fully described in the brochure included as Exhibit "A-1" herewith. The Inmate Calling System consists of a wall-mounted processor to be located in the equipment room which will intercormect with 14 wall-mounted phones in the jail cells that are also to be provided by ICC. ICC will supply a cut-off switch box located in the control center of the jail to regulate the use of each phone. The Inmate Calling System will permit automated collect calling by inmates and prevent all unauthorized use of the system. The equipment is specially designed for the rigorous environment of the j ail and will be maintained by ICC in good operating condition throughout the term of the Agreement. The equipment will be removed by ICC at the end of the term and the jail will be returned to its original condition as much as is practical at that time. The City will not own any equipment which is installed by ICC. The City will be required, at its expense, to pre-wire from the telephone equipment room to the individual jail cells in order to connect to the Inmate Calling System being installed by ICC. A wiring diagram and specification has been jointly developed by ICC and the City for this purpose, a copy of which is included as Exhibit "A-2"hereto. 2046241 1 Palm Springs City Jail Inmate Telephone Services EXHIBIT "A-1 " DESCRIPTION OF SERVICES BROCHURE INMATE TELEPHONE SERVICES FOR PALM SPRINGS CITY JAIL PALM SPRINGS, CA Inmate Communications Corporation 7107 Valjean Avenue Van Nuys, California 91406 1(800) 642-6555 204624 r Palm Springs City Jail Innate Telephone Services ICC TABLE OF CONTENTS Page Company Overview 1 Company Information 1 Technical Requirements - Scope of Service 2 Equipment To Be Used 2 Telephone Installation & Service 2 Repairs & Maintenance 3 Telephone Operation Steps 4 ICUs Internet Control System 5 Billing 5 Insurance Requirements 5 Further Features 6 The Management Team 7 Internet Control System illustrated pages) Equipment 2046241 Palm Springs City Jail Inmate Telephone Services OVERVIEW- Inmate Communications Corporation (ICC) is one of the oldest and largest inmate telephone providers in the market today. We work with facilities nation-wide ranging from police departments to county/state correction institutions. With ICUs mission of excellence via courteous customer service, quality products, and use of the latest technologies such as our Internet Control System, we provide an inmate telephone service based on the HISS! Principle: Keep It Simple Sir! Having been around for over 15 years, specializing in operating innate telephone systems, the folks at ICC have learned a thing or two about what it takes to meet your day-to-day needs. You just want a system that works consistently, quality responsive service when you need it, and on-time commission payments. Thus the KISS! system. We provide an uncomplicated, innate-proof telephone system, topnotch easy-to-reach service (through our 240 800 number, pagers, and the Internet), and timely commission payments to our clients. The telephones themselves are designed for unsupervised use. Through the Internet, the jailer [Officer, Deputy, Chief) can block certain numbers from being called [victims, witnesses, staff), and(s)he can search call detail history to see "who is calling whom," which aides in detective work. The way our system works is simple: We install our telephones in your facility,the inmates make calls via our totally automated collect-call-only-system, we bill the calls, we answer all customer questions, and we send you a generous commission. It is that simple! We are a big enough company to get the job done properly, yet small enough to care! COMPANY INFORMATION - The core group of individuals at Innate Communications Corporation has been deeply involved in the deregulated pay telephone industry since 1987. The Company's founders and staff have specialized in the correctional telephone market since 1989, and have been industry leaders on regulatory and operational issues. The Company represents a variety of disciplines ranging from law, finance, engineering, computer science, marketing and administration. Personnel profiles are found in the Management Team section. 204624.1 1 Pahn Springs City Jail Innate Telephone Services 'TECHNICAL REQUIREMENTS - SCOPE OF SERVICES - Equipment To Be Used - Our state-of-the-art steel phones are impervious to vandalism and tampering. These phones are hearing-aid compatible. These units are installed in correctional facilities all over the United States and are of the latest correctional facility design. In the event of power outage, our systems will continue to operate because we install battery operated back up with uninterrupted power supplies. We will be utilizing the following equipment- ICC Cord-Free Phones - Model No. - Ceeco 730 (See enclosed flyer.) Only non-coin, collect-call only, it pate phones will be used. The inmate collect only phones are line powered, requiring no AC power, backup batteries and require no electricity to be run to the phones. A list of telephone numbers, serial numbers, and location of each unit will be provided upon completion of installation. Our System provides for automatic daily turn on and shut off at designated times and manual system shut off capabilities from designated control rooms. Telephone Installation & Service - All material and services related to this project for proper installation will be at no additional charge to the City of Palm Springs - Palm Springs City Jail. ICC shall absorb all expenses involved in the installation of your inmate phones. There is absolutely no expense to the facility. All work to be performed on this project will be coordinated with staff personnel designated by your facility. ICC has a dedicated Installation Manager who will coordinate all aspects of the installation of your phones. ICC completes an installation within 30 days. The phone lines will be ordered within 3 working days of receipt of the Contract Services Agreement by ICC. We expect to have the phone lines installed by your Local Exchange Carrier within 14 days after the order date. 204624.1 2 Palm Springs City Jail hnnate Telephone Services A personal site visit and survey of the facility is performed before installation commences. When we receive the line due dates from the Local Exchange Carrier, our installation personnel are notified so they can schedule their crew to be on-site. After the installation is complete, your facility staff will receive complete training on how the phone system and features work. A minimum of eight (8)hours of on-site training shall be provided. On installation day (the day the system is placed into service) an experienced trainer or system technician will be on site for a minimum of four (4) hours after system is placed "on line." In the event that the City and ICC determine additional phones are required in the future, they would also be installed at the sole expense of Inmate Cormnulications Corporation. Conversely, should your facility require deletion of phones for administrative or control purposes, the deletions will also be handled at no charge. ICC will provide at no charge to your facility, all maintenance, equipment, repairs, and replacements of innate phone(s). ICC guarantees our service for the duration of the Contract period. ICC assumes responsibility for all equipment and software defects for the entire duration of the contract. ICC ensures that services are free from defects and will correct all problems associated with the hardware or software at no cost to the City of Palm Springs -Palm Springs City Jail. We maintain a 24-hour toll-free hotline for customer service and support. If any problems occur, we urge your personnel to notify us immediately so that the situation can be rectified in a timely fashion. Repairs & Maintenance - Routine repairs and maintenance are performed by carefully selected local contractors referred to us by customers familiar with the quality of their work. We prefer to use local contractors whenever possible because: (1) they are located in close proximity to the facilities, and(2), in many cases, the technicians are already familiar with the communication systems located at the facilities. Of course, we will provide any advance information required on the individual(s) who will actually be performing the work at your facility for the purpose of background checks. We have found that hiring local service technicians who know the communities and are close in proximity to the sites are the most successful method of supporting our facilities. ICC has 2 fulltime in house site service dispatchers who will be the direct contact for the facility at all times 24/7. When a service visit is required,they personally arrange an appropriate response and service call, closing out the open ticket from the site when it is completed. This approach has earned us one of the best service reputations in the industry. We store essential spare parts and equipment at your facility minimizing the wait for repairs. Your personnel will also be able to open a "trouble ticket" through our Internet Control System (see description on Page 5)to report any operational problems. All problems will be addressed 204624.1 3 Pahn Springs City Jail Inmate Telephone Services immediately upon notification and repairs will commence within 24 hours. In most cases, the problem will be repaired the same day through the remote diagnostic and programming capabilities of our Inmate Phone System. Telephone Operation Steps - a. The caller lifts the handset from the cradle, and follows the dialing instructions on the phone. b. If a Bilingual option is necessary, a synthesized voice (English/Spanish) will be utilized to instruct and assist the imnate and called party while placing a call. The voice will ask the caller if they would like the instructions in a different language. If so, please press the appropriate digit on the keypad for the language desired. After the selection, or lack of selection, the remainder of the instructions to both the caller and the called party will be in the language selected. Written dialog instructions in both English and Spanish will be permanently and predominately displayed on each imnate phone. C. After a short pause, a synthesized voice will ask the caller to state their name. d. The caller then states their name. NOTE: During steps 2-4 our systems validate the called phone number to make sure that it is not a blocked or a non-billable number. e. When the called party answers, a synthesized voice will inform them that this is a collect call from inmate , (the inmate's name will be in their own voice) at (facility) . The voice then asks the called party to please enter the appropriate digit on their telephone keypad if they wish to accept the call. If they do not wish to accept the call,the voice will instruct them to please enter the appropriate digit on their telephone keypad or hang up. If the called party does not respond, the message is repeated one time to insure that the directions are understood. f. The called parry responds accordingly, and the call is either completed or aborted at that time. If the called party does not respond,the call is aborted automatically. NOTE: The two parties have no direct contact until the call is accepted by the called party, and there is no charge to the called party unless the call is accepted. Our systems have a positive response answer detect mechanism. When a call is placed,the called party must make a selection by pressing 1 (one) on a touch-tone phone to accept the call. If they do not wish to accept the call, the voice will instruct them to please enter the appropriate digit on their telephone keypad or hang up. Our systems will not process calls to any answering machines or other automated systems and will not charge for unanswered or unaccepted calls. 204624.1 4 Pahn Springs City Jail _ Inmate Telephone Services A previously determined length of call (airy duration) will be incorporated into the system per the facilities'preferences and requirements. Upon completion of a call, our phone lines return to a primary dial tone to preclude inmates from placing unauthorized calls. ICCs Internet Control System - Our Internet Control System provides immediate access to Call Detail Reports and Call Blocking from the convenience of your desk. The number of phone numbers that can be programmed into our System for blocking is unlimited. Pre-approved numbers can also be assigned to specific inmates. It also provides communication directly with us at any time, to review and receive call detail reports, submit "trouble reports", etc. The telephones themselves are designed for unsupervised use. Through the Internet, the jailer [Officer, Deputy, Chief] can block certain numbers from being called [victims, witnesses, staff], and (s)he can search call detail history to see "who is calling whom," which aides in detective work Our Internet Control System provides the ability to access hundreds of other law enforcement sites. (Please see illustrated pages located at the end of ICUs Description of Services Brochure) Billing - The billing procedures regarding called parties from inmate phones would be exactly the same as for any collect calls accepted by those parties. When the collect call is placed, the called party will be notified as to who placed the call and given the opportunity to accept or decline the charges for that call. If the called party accepts, the at will be put through and the called party will receive the billing on their next telephone statement from the Local Exchange Carrier. The transaction and collection firm used by ICC to handle its billing is Zero Plus Dialing Inc., one of the largest consortiums in the industry. This consortium has contracts with Local Exchange Carriers and Long Distance Carriers throughout the United States. Other appropriate channels will also be used as necessary. Insurance Requirements - ICC agrees to meet and maintain all insurance requirements of the City of Palm Springs - Palm Springs City Jail. 204624.1 5 Palm Springs City Jail Inmate Telephone Services Further Features - ICC Innate Phones are guaranteed incapable of receiving incoming calls. ICC will provide system updates and additional features in accordance with any agreements between us and the Palm Springs City Jail. Our System has the ability for the Chief[or any other qualified officer] to provide for free calls by the inmates. ICC can also, if requested, provide free phone calls to Court Appointed Attorneys and the Public Defenders Office. There is no cost to the county or facility for this service. In addition, we provide a 24-hour a day telephone hotline with paging service that can be used in emergency situations such as an escape, riot, or investigation. This service has been proven effective in the capture of escapees in several instances! The incidence of fraud with ICC systems is essentially nil. The equipment is programmed to allow only collect calls to be made. Exposed wiring is placed in conduit, and the telephone casings are of rugged construction. These precautions reduce the possibility of tampering, hook switching, chain dialing, and other fraudulent methods. 204624.1 6 Palm Springs City Jail Inmate Telephone Services THE MANAGEMENT TEAM STEPHEN A. EDWARDS,PRESIDENT: Steve is an attorney with over twenty-years' experience dealing with regulated industries. As a regulatory practitioner, he appeared extensively before the Arizona Corporation Commission, The Califoniia Public Utilities Commission and numerous state and federal agencies. Over the past fifteen years,he has held various executive positions in the pay telephone industry. Steve was an elected board member of the California Pay Phone Association and its past president. He was also a founder and past president of the American Public Communication Council, a national organization representing the pay telephone industry. ROBERT E. WHITFIELD, JR.,DIRECTOR,INFORMATION TECHNOLOGY: Robert joined Imnate Communications in September of 1998 and is director of MIS. He is responsible for all computer-related matters including developing web servers for Internet access. Prior to joining ICC he was a systems analyst and network support specialist concentrating on NetWare and NT systems for the county of Los Angeles. Robert has spent several years in the development of commercial database applications. He holds a BS degree in mathematics and physics from The University of Arkansas at Pine Bluff. MICHAEL HART, LEAD PROGRAMMER: Michael is responsible for all computer related issues, including developing the web programs for Internet access. Prior to joining, he was an independent software contractor concentrating on database development for home health care companies using FoxPro for DOS and Windows. Mr. Hart has also spent 5 years with GTE California in central office maintenance. He holds a BS degree in Computer Science from The California State University at Los Angeles and is a Microsoft Certified Network Engineer. MARY GALSTYAN, MANAGER, ACCOUNTING SERVICES: Mary heads the Accounting Services Department and is responsible for all telephone billing records and computation of facility commissions. PEDRO RANGEL, MANAGER, SITE SERVICES: Pedro heads the Site Service Department which is responsible for all aspects of malting sure your telephones are working correctly at all times. PETER MATYAS, QUALITY CONTROL COORDINATOR: It is Peter's job to ensure that all clients are receiving the very best service available from the company and he coordinates all inquiries from clients. SANDRA KURTZ, SALES AND MARKETING MANAGER: Sandy is in charge of securing new clients. She works hand-in-hand with prospective clients to ensure the very best sales agreement possible to fulfill the client's needs. 204624.3 7 Pahn Springs Ciov Jail Innvate Telephone Services Internet C ont�r System . thed ra -.net (The facts..jest the facts.) 204624.1 8 Pahn Springs City Jail Innate Telephone Services Mi .�.J..r...� il. i '4%'Yte:t you first uater our scca site,;Ou sec that cvcryrth9rs ynt:wit; nccd as easily nc:essed 'aa t1:rt?trint;tr:d c1ii}t of'yi:ie nuw;�� Ir'a,3J::t;irqd.i=r Thar.::ax So m:;try things t1:;tt you will be able to do .turn our tveb si-c-. Prunt w our t:acitit}',.}'ntr +ei91 tx able to cantrul your i;,ttiate telr:plarnes (bluekitrg trwt;brrn, print inc call detail rcptm�. rcpurtinu,scn:ce p.obNjnsj as ••s'c11-as heat'(uecc:; io the Iatst magazine ride.,un la:.' cnforcctiteat issues. 1Gc caa provide you with in III, Rat ofa' i, it'sftee N0 more eu.aplicaed 1001111)lltir 1 noidw: 3ysuin+, 1w n'ior2 hr[idacbus. Wla dC:i�dlu: Ot.P ti+eb site to be Nery user fcicndly and to]rcli,you do�ow joh kith the tlrcatcs: of ca:,e. JruY�.rJint a;nt.'-t'l rrd f I IeaA.'. alk,w xI.tar go mlo,7tf]7"N 204624.1 9 Palm Springs City Jail Inmate Telephone Services i °� ►, �„ _( Atit With your access to the ICC web site_you will also get all of the following: i RVYdfdiVNN ui WirC41t:1 yuu die diready an Inmate Communications partner, you need to know haw we are improving our service and learn how we can make your jab easier. Click here to find out all there ;s to know about our products and services. Have instant communication with us via o :r in',ernet, e-mail access. You will be able to e-mail anybody in the company including the service department, the sales department, and even the owner and President. Find out more about the management that is leading us into the next century. e-mail them, and share your views. This is where you get.evolved' Read artic°cs from leading law enforcement magazines, find out which celebrities were BUSTED, and then submit your stcres and comments and how you feet about today s issues. 204624 1 10 Palm Springs City Jail Inmate Telephone Services Y I J IGC will provide the lnternet Control System, or IC:S• td you -ra our web site, which Can easi'.y ne accessed from you:computer by means o'the In!emO. Wrih the Internet Control System, or tCs,','�f' T`,rC t �-:: T `i. `F'T Call Blocking Be able to protect the innocent by blocking numbers teat irmates should no`Cali. - Service Requests Be able to make seN;ce requests for yo:ir tF'ephones 24-,iours a day Call Detail Rev*rte Be able to a=ess detailed reports of wha-is-caIling who 24-hours a day. 204624.1 11 Pahn Springs City Jail Inmate Telephone Services - rr Gn I Gull black-ng is easy with trm irlcrret CUnL'u1 System. Enter the numhe, Vr;.r wish I,: alr'xw,and reason fct blacking The block wilt take effect al ii,:st immediateyl Protect victirrs of nnmc, vr,tnesses, and law enforcer'eri,oeicii,:s w1h this added se.lire. �d IIW J ._.... .,. , .. :.. . . . . . . . . .. Have a UsotrieitY? C,prdi za scrv.ce ticket Frte'ycU' Facil ty name, your name and t ip, phone m.m'ler and a descr,ctjon of the problem and our technical support Ica-) v1d Le on tl•c oG n-SA.P.! i— 204624.1 12 Pahn Springs City Jail Inmate Telephone Services 17 i 3 ,_ OIL; Ir 1 Need to find nut what numbers ,nmates are ra!!ing? Des gnate the orTnaiion num'oer cr, your choice and a date rar:ge and got a detai'.ed list of ail calls.made fn3rn mat romber inrludinrq the time the,ra;l was placed and the IcnGth a''he call. Rids in oscape.recovery! 204624.1 13 Palm Springs City Jail Innate Telephone Services • ul inent q � 2046241 14 Palm Springs City Jail Inmate Telephone Services _ •�'I7t;t:., :err, �,�7,"-Fr,�, i' �-. ,.,�..,.r . � -CORD-V REL iNMA'1 L I ELEPHONiL ;.,.a ;. IIJ _4 204624.1 15 Pale Springs City Jail Innate Telephone Services EXHIBIT "A.2" WIRING DIAGRAMS FOR INMATE TELEPHONE SERVICE PALM SPRINGS CITY JAIL 204624.1 Palm Springs City Jail Inmate Telephone Services s IP.) �Fe lc-o m rm , Verizan � �r �nh+use �tidnah own b fa ks Desk. galia 204624.1 1 Palm Springs City Jail Inmate Telephone Services hew pkena sy5��m r.�.tP•n 1 z 3 y T A B S t Jb WU`F Ip 1 Irian@ sA.0 er �QIIY rs �'�on 11 Arc rz rn G uipment (ac 'Fi.n � a D,spa+t�, 2046241 2 Palm Springs City Jail Inmate Telephone Services Junction Box In .jailer Area 14 pairs to Panasonic Ring side connection physically CONCENTRATOR broken in Junction Box, to be at D-Mark completed by the switchbox unctia ox air to cell 1 w pair to cell 2 pair to cell 3 14 pairs to recorder 14 pairs to cutoff switchbox ,Junction Box to be placed in the ceiling above the cutoff switchbox zo46z4 1 3 Palnz Springs City Jail Inmate Telephone Services U V � Wiring in D-Mark Room ° s These lines terminate These lines terminate = with RJ-11 male connectors CONCENTRATOR CONTROLLER with RJ-11 male 0. (CONTRALTO Panasonic KSU Omniphone connectors KTX 616 Defender 2000 (CONTRACTOR) (ICC PROVIDED) (ICC PROVIDED) D-Mark 1 p 13" x 17" 8 1/2" x 22" p C01 N LINE 1 N C CO2 C - - -- - D LINE 2 H D CO3 - - - - - D 0 LINE 3 0 W C04 W - - -- - 1 N LINE 4 - N Contractor will provide all lines, 4 lines to TELCO 14 lines from and connectors to connect r CONTROLLER Junction Box r to the CONCENTRATOR I (CONTRACTOR) (CONTRACTOR) L and CONTROLLER. a a EXHIBIT "B" SCHEDULE OF COMPENSATION 2046241 Palm Springs City.jail Inmate Telephone Services n � N EXHIBIT "B" SCHEDULE OF COMPENSATION FOR INMATE TELEPHONE SERVICES AT THE PALM SPRINGS CITY JAIL BY INMATE COMMUNICATIONS CORPORATION DULY 8, 2005 There is to be no charge of any kind to the City at any time for any reason in connection with the installation or use of the Inmate Calling System being deployed by ICC. As consideration under the Agreement, ICC shall pay to the City a commission equal to 35% of the Monthly Gross Billable Revenue which is defined as the charges billed by ICC for use of the Inmate Calling System at the City Jail. Commissions shall be paid to the City within 30 days after the end of the month in which calls were made. As further consideration under the Agreement, ICC shall pay to the City a signing incentive of $500.00 in cash or purchased security equipment to be used at the jail. This payment shall be made with 10 days of the first operation of the Innate Calling System. 204624.1 Pahn Springs City Jail Innate Telephone Services