Ordinance No. 9,131ORDINANCE NO. 9131
AN ORDINANCE ACCEPTING THE PROPOSAL OF INMATE
�I COMMUNICATIONS, INC., TO PROVIDE INMATE TELEPHONE SERVICES
FOR THE BAYTOWN CITY JAIL; MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the City Council of the City of Baytown, Texas, did authorize the Purchasing
Department for the City of Baytown to request proposals for inmate telephone services for the
Baytown City Jail, to be received February 13, 2001; and
WHEREAS, an opportunity for competition was given in accordance with Section 74 of the
Charter of the City of Baytown; NOW THEREFORE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown hereby accepts the proposal of
Inmate Communications, Inc., to provide inmate telephone services for the Baytown City Jail. A
copy of said agreement is attached hereto as Exhibit "A" and made a part hereof for all intents and
purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 22nd day of March, 2001.
PETE C. ALFARO, Nfayor
ATTEST:
G _ W. 1VItII_ City Clerk
APPROVED -A.S TO FORM:
ACID RAMIREZk,-SX., City Attorney
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IWATE TELEPHONE SERVICES AGREENENT
STATE of TEXAS §
COUNTY OF HARRIS
T -195 P.02/09 F -760
This INMATE TELEPHONE SERVICES AGREEMENT ( "AGREEMENT ") , dated
as of April 2001, between INMATE COMMUNICATIONS, a Texas
corporation, whose address is P.Q. Box 758, Baytown, Texas 77522,
hereinafter (uICI") and the CITY OF BAYTOWN. a home -rule municipal
corporation, whose address is P.O. Box 424 Baytown, Texas 77522,
hereinafter (CITY), for and in consideration of the mutual cove-
nants and promises contained herein, provides as follows:
1. SERVICE
A. The CITY grants ICI the non- exclusive privilege, as an
independent contractor and at ICI's expense, to provide,
install, operate, repair and maintain inmate telephone
services (ITS) and associated hardware, software and wir-
ing as necessary.
B. The number of phones to be installed is a minimum of
eight (8). The precise location of the phones installed
on the premises will be as agreed to by the jail admini-
stration and ICI.
C. ICI shall comply with all applicable laws, ordinances,
rules and regulations pertaining to the installation and
operation of the ITS. ICI will maintain the equipment at
its own expense, and will provide equipment that is in-
dustry standard.
2. COMMISSION
The CITY will receive monthly from ICI a commission of 50% of
ICIIS "Gross Revenue" from the phones installed pursuant to this
Agreement. "Gross revenue +, is defined as the amount of gross
charges generated by inmate telephone services and have been actu-
ally paid to and collected by, or otherwise received by ICI. lei
will provide the CITY monthly revenue reports. The CITY may exam-
ine ICI15 records relating to the phones installed pursuant to this
Agreement to determine accuracy of amounts payable to the CITY.
Upon 30 days' written notice to ICI, the CITY shall have the right
to audit, at its own expense, and to recompute any amounts deter-
mined to be payable under this Agreement. Any additional amount
due to the CITY as a result of the audit, which amount shall in-
clude interest at a rate of 12% per year from the date such amounts
should have been paid, shall be paid within 45 days following writ-
ten notice to lei by the CITY. Should the audit report reflect
overpayment by ICI, the CITY shall reimburse TCT for said overpay-
ment within 45 days following written notice to CITY by ICI, such
notice shall include a copy of the audit report.
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3. CITY RESPON IBILMES
The CITY agrees to endeavor to prevent any damage to the
phones and associated hardware, software or wiring installed
or operated.
4. REPAIRS AND MAINTENANCE
A. Only authorized agents of ICI, or persons certified by
ICI as qualified, shall access or repair any of the ITS
equipment. ICI shall have access to the premixes at all
reasonable times as determined by the CITY to repair and
maintain such equipment. ICI shall have the right to make
replacements and updates to the ITS and associated hard-
ware, software and wiring.
B. The CITY shall notify ICI as soon as reasonably practica-
ble, after any failure of any of the phones of which it
is aware.
5. TITLE TO ITS EQUIPMENT
The CITY acknowledges that title to all hardware, software and
wiring installed or provided by ICI for the operation of the
phone system shall remain vested in ICI and the CITY shall not
have proprietary interest in such items. Within fourteen (14)
days after the termination of this Agreement, ICI will remove
its equipment from CITY property and ICI will restore CITY
property affected by the phone installation to its pre -
contract status once the phones are removed. Should ICI fail
to remove its equipment within the allotted time, the equip-
ment shall be deemed abandoned and CITY may dispose of it.
Should ICI fail to restore CITY property in the allotted time,
CITY may restore the property and submit the charges to ICI
for payment.
6. TERM
This Agreement shall remain in full force and effect for a pe-
riod of five years from the date first referenced hereinabove.
This Agreement may be renewed for successive five year terms
upon written notice by CITY to ICI at least forty -five (45)
days prior to the expiration of any term.
The CITY may cancel this Agreement with forty -five (45) days'
advance written notice if ICI fails to perform the services
outlined herein. ICI shall be given 45 days' notice to correct
any performance failure prior to cancellation of this Agree-
ment. After the initial five (5) year term of this Agreement,
CITY may cancel this Agreement without cause upon sixty (60)
® days' written notice to ICI.
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7. EQUIPMENT
A. All phones installed will be surface mounted, coin -less,
selectable touch -tone or pulse operated with metal hous-
ing speaker phones.
B. ICI will provide an Automated Operator System for the
ITS, which will only permit collect calls. In addition,
ICI agrees to install a call -block feature and a cut -off
switch at a rote location of the CITY's choosing. The ITS
will prohibit incoming calls and ICI will install re-
cording and monitoring hardware into the ITs.
8. INDEMNIFICATION AND INSURANCE
A. ICI shall defend, indemnify and save whole and harmless
the CITY and all its officers, agents and employees from
and against any and all demands, claims, suits or causes
of action of any character, kind or description brought
for or on account of, arising out of or in connection
With ICI's performance or non - performance of any obliga-
tion of ICI or any negligent act, misconduct or omission
of ICI in the performance of its contractual obligations.
B. ICI shall defend, indemnify, save and hold harmless the
CITY its officers, agents representatives and employees
from and against any and all demands, claims, suits or
causes of action of any character, name kind or descrip-
tion brought for, on account of, or arising out of or in
connection with ICI's product or service.
C. ICI AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS, AND
DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM
AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES
OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING
ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORHFY's
FEES, FOR INJURY TO OR DEATH OF ANY PERSON, OR FOR ANY
AND ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
EQUIPMENT AND /OR SERVICES PROVIDED BY ICI PURSUANT TO
THIS AGREEMENT, THE CONDUCT OR MANAGEMENT OF ICI'S
BUSINESS OR ACTIVITIES, OR FROM ANY OTHER ACT OR OMISSION
BY ICI, ITS AGENTS, SERVANTS, EMPLOYEES, SUBCONTRACTORS,
GUESTS, OR INVITEES WHEN PERFORMING SERVICES IN
ACCORDANCE WITH THIS AGREEMENT, WHERE SUCH INJURIES,
DEATH OR DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE OF
THE CITY AND ANY OTHER PERSON OR ENTITY AND /OR BY THE
JOINT OR SOLE NEGLIGENCE OF ICI. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH ICI AND THE CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY $Y ICI TO INDEMNIFY AND PROTECT THE CITY ITS
® OFFICERS, AGENTS AND EMPLOYEES FROM THE CONSEQUENCES OF
(1) THE CITY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A
CONCURRING CAUSE of THE RESULTING INJURY, DEATH OR DAMAGE
AHD /OR (1I) ICI'S JOINT AND /OR SOLE NEGLIGENCE.
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® FURTHERMORE, THE INDEMNITY PROVIDED FOR IN s
THI PARAGRAPH
SHALT. HAVE NO APPLICATION TO THE CITY FOR ANY CLAIM,
LOSS, DAMAGE, CAUSE OF ACTION, SKIT AND LIABILITY WHERE
THE INJURY, DEATH OR DAMAGE RESULTS FROM THE SOLE
NEGLIGENCE OF THE CITY, UNMIXED WITH THE FAULT OF ANY
OTHER PERSON OR ENTITY. IN THE EVFNT THAT ANY ACTION OR
PROCEEDING IS BROUGHT AGAINST THE CITY BY REASON OF ANY
OF THE ABOVE, ICI FURTHER AGREES AND COVENANTS TO DEFEND
THE ACTON OR PROCEEDING BY LEGAL COUNSEL ACCEPTA$LE TO
THE CITY.
The indemnity provided hereinabove shall survive the termina-
tion and /or expiration of this Agreement.
D. Throughout term of this Agreement. ICI at ICI's own ex-
pense shall purchase, maintain and keep in force and ef-
fect insurance against claims for injuries to or death of
persons or damages to property which may arise out of or
result from ICI's operations and /or performance of its
obligations under this Agreement, whether such operations
and /or obligations be by ICI, its agents, representa-
tives, volunteers, employees or subcontractors or by any-
one directly or indirectly employed by any of them, or
any anyone for whose acts any of them may be liable.
ICI's insurance coverage shall be primary insurance with re-
spect to the CITY and its volunteers and agents. Any insurance or
self - insurance maintained by the CITY, its officials, employees or
volunteers shall be considered in excess of ICI's insurance and
shall not contribute to it. Further, ICI shall include all subcon-
tractors,, if any, as additional insureds under its policies or
shall furnish separate certificates and endorsements for each sub-
contractor. All coverage for subcontractors shall be subject to
all of the requirements stated herein.
The following is a list of standard insurance policies along
with their respective minimum coverage amounts required in this
Agreement.
(1) Workers' compensation Policy;
statutory amounts required by Texas law;
Employers' Liability: $500,000.00; and
Should ICI have no employees, ICI shall sign an affidavit to
such effect and shall indemnify, protect, and defend the CITY
from any claim arising from a person claiming to be an em-
ployee of ICI.
(2) Commercial General Liability Policy;
General aggregate of $1,000,000;
® Minimum of $500,000 per occurrence;
Owner's & Contractor's Protective Liability of 5500,000;
Products & Completed Operations Aggregate of $1,000,000; and
Personal and Advertising Injury of Si,000,o00.
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Coverage shall be at least as broad as ISO CG 00 0110 93; and
No coverage shall be deleted from standard policy without no-
tification of individual exclusions being attached for review
and acceptance by the CITY.
Automobile Liability Policy, which shall include all owned and
hired autos, if applicable; and
combined single limits of $11000,000 or
Limits of:
$100,000 for bodily injury per person,
$300,000 for bodily injury per accident,
$1,000,000 for property damage per accident,
Coverage for "Any Auto ".
Before performing any of the obligations pursuant to this
Agreement or occupying the improvements on the property, ICI shall
file with the CITY valid certificates of insurance and endorsements
acceptable to the CITY. Such certificates shall contain a provi-
sion that coverage afforded under the policies will not be can-
celed, suspended, voided, or reduced until at least sixty (60)
days' prior written notice has been given to the CITY via certified
mail, return receipt requested.
The following are general requirements which are applicable to
all policies:
I. General Liability and Automobile Liability insurance shall be
written by a carrier with an A.M. Best Rating of A:VII or
higher in accordance with the Best Key Rating Guide.
2. Only insurance carriers licensed and admitted to do business
in the State of Texas will be accepted.
3. Deductibles shall be listed on the Certificate of Insurance
and are acceptable only on a per occurrence basis for property
damage only.
4. Claims -made policies will not be accepted.
5. The CITY, it officials, employees and volunteers, are to be
added as "Additional Insureds" to the General Liability Pol-
icy. The coverage shall contain no special limitation on the
scope of protection to the CITY, its officials, employees or
volunteers.
6. A waiver of subrogation in favor of the CITY with respect to
Workers' Compensation Insurance must be included.
7. Upon request, certified copies of all insurance policies
and /or certificates of insurance shall be furnished to the
CITY without cost to the CITY. Additionally, certificates of
insurance showing evidence of insurance coverage shall be pro-
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vided to the CITY on or before the execution of this Agree-
ment.
9. CONTRACT ASSIGNMENT
ICI shall not bargain, sell, assign, transfer, convey or oth-
erwise dispose of this Agreement, in whole or in part, without the
prior written consent of the CITY. Any consent by the CITY to one
assignment, transfer or conveyance shall not be deemed consent to
any other or subsequent assignment, transfer or conveyance.
10. MISCELLANEOUS
A. This agreement shall be binding upon and inure to the
benefit of CITY and ICI and their respective successors
and permitted assigns.
B. Upon the execution of this Agreement, ICI shall pay or
tender to the CITY of Baytown a Crime Prevention Grant in
an amount of SIX THOUSAND AND N01100 DOLLARS ($6,000.00).
C. This Agreement shall bind and benefit the CITY and ICI
shall not bestow any rights on third parties.
D. Failure of either party hereto to insist on the strict
performance of any of the agreements herein or to exer-
cise any rights or remedies accruing thereunder upon de-
fault or failure of performance shall not be considered a
waiver of the right to insist on and to enforce, by an
appropriate remedy, strict compliance with any other ob-
ligation hereunder or to exercise any right or remedy oc-
curring as a result of any future default or failure of
performance.
E. This Agreement is subject to and shall be construed in
accordance with the laws of the State of Texas, the laws
of the federal government of the United States of America
and all rules and regulations of any regulatory body or
officer having jurisdiction. This Agreement is perform-
ance in Harris County, Texas.
F. All notices required or permitted hereunder shall be in
writing and shall be deemed delivered when actually re-
ceived or, if earlier, on the third day following deposit
in a United States Postal Service post office or recepta-
cle with proper postage affixed (certified mail, return
receipt requested) addressed to the respective other
party at the address described below or at such other ad-
dress as the receiving party may have therefore pre-
scribed by notice to the sending party:
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ICI
Inmate communications,
Attn: President
P.O. Box 758
Baytown, TX 77520
Fax: (281)
Inc.
CITY
City of Baytown
Attn: city Manager
P. O. Box 424
Baytown, Texas 77522 -0424
Fax: (281) 420 -6586
T -195 P.08/09 F-760
G. In the event of any ambiguity in any of the terms of this
Agreement, it shall not be construed for or against any
party hereto on the basis that such party did nor did not
author the same.
H. The captions appearing at the first of each numbered sec-
tion in this Agreement are inserted and included solely
for convenience and shall never be considered or given
any effect in construing this Agreement or any provision
hereof, or in connection with the duties, obligations or
liabilities of the respective parties hereto or in ascer-
taining intent, if any question should arise.
I. This Agreement contains all the agreements of the parties
relating to the subject matter hereof and is the full and
final expression of the agreement between the parties.
Any oral representations or modifications concerning this
instrument are of no force or effect excepting a subse-
quent modification in writing signed by all parties
hereto.
J. All parties agree that should any provision of this
Agreement be determined to be invalid or unenforceable,
such determination shall not affect any other term of
this Agreement, which shall continue in full force and
effect.
K. The officers executing this Agreement on behalf of the
parties hereby represent that such officers have full
authority to execute this Agreement and to bind the
party he /she represents.
L. The parties acknowledge that they have read, understand
and intend to be bound by the terms and conditions of
this Agreement.
M. It is understood and agreed that
executed in a number of identical
which shall be deemed an original
7
this Agreement may be
counterparts each of
for all purposes.
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IN WITNESS WHEREOF, the foregoing Agreement has been executed
by the parties hereto, in duplicate, this the day of
- -, 2001.
26dk
INMATE COMMUNICATIONS, INC.
DAN MUNDINGER, Chairman
ATTEST:
CITY OF BAYTOWN
MONTE MERCER, City Manager
ATTEST:
GARY W. SMITH, City Clerk
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