HomeMy WebLinkAbout092820_ca02 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: David Fortino
DATE: September 28, 2020
SUBJECT: Inmate Telephone Agreement with Consolidated Telecom, Inc (CTEL)
STATEMENT OF ISSUE:
Inmate Telephone Agreement between Jefferson County and Consolidated Telecom to establish telephonic,
video and texted based communications for incarcerated individuals at the Jefferson County Jail.
ANALYSIS:
This agreement continues current telephonic systems, and implements video visitation and texting
capabilities for individuals incarcerated at the Jefferson County Jail. Commissions earned on these services
support inmate programing and inmate worker incentives.
FISCAL IMPACT:
Commission based revenue source to support inmate programs.
RECOMMENDATION:
It is recommended that the board approves this contract amendment.
REVIE ED BY:
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7 ---/;-.°2--&
P ' ' Morley, C u t Admims rator Date
INMATE TELEPHONE AGREEMENT
This Inmate Telephone Agreement(this Agreement) is by and between Jefferson County,
Washington(the County) and Consolidated Telecom, Inc. (CTEL).
1. Definitions.
1.1. "ADA" means the Americans with Disabilities Act, 42 U.S. Code § 12101 et seq., as it
exists now or may be amended in the future.
1.2. "Agreement"means this Inmate Telephone Agreement.
1.3. County means Jefferson County Washington.
1.4. "CTEL"means Consolidated Telecom, Inc.
1.5. "Customer"means the Jefferson County Sheriff's Office.
1.6. "DHS PREA Regulations" means the U.S. Department of Homeland Security
regulations implementing the Prison Rape Elimination Act of 2003 (34 U.S. Code §
30301 et seq), as they exist now or may be amended in the future.
1.7. "Effective Date"means the date this Agreement is signed by the last Party.
1.8. "Equipment"means an inmate telephone system that:
1.8.1.Is provided via a private Voiceover Internet Protocol (VoIP) network and meets all
of the specifications in Section 3.3, including all inter-related hardware and
software, inmate pay telephones and inter-related equipment; and,
1.8.2.Meets all the specifications described in CTEL's response to the County's request
for proposal.
1.9. "Facility" means the Jefferson County Jail, located at 79 Elkins Road, Port Hadlock,
WA 98339-9700.
1.10. "FCC" means the Federal Communications Commission, an independent agency of the
United States government that regulates communications by radio, television, wire,
satellite, and cable across the United States.
1.11. "Force Majeure Event" means any circumstance not within the reasonable control of
the affected Party, but only if and to the extent that: (a) such circumstance, despite the
exercise of reasonable diligence cannot be, or be caused to be, prevented, avoided or
removed by the affected Party; (b) such circumstance materially and adversely affects
the ability of the Party to perform its obligations under this Agreement; and, (c) the
affected Party has taken all reasonable precautions, due care and reasonable alternative
measures in order to avoid the effect of such event on the Party's ability to perform its
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obligations under this Agreement and to mitigate the consequences of such a failure to
perform.
1.12. "Inmate"means a person incarcerated at the Facility.
1.13. "InterLATA Calls" means calls that originate within one LATA and terminate in
another LATA. This type of call often referred to as a"long distance"call.
1.14. "InterLATA Calls" means a telephone call or circuit which does not cross a LATA
boundary.
1.15. "Jail Superintendent" means the person designated as such by the Jefferson County
Sheriff or in that person's absence the Jefferson County Sheriff.
1.16. "LATA" means Local Access and Transport Area, which is a geographical area that
was the responsibility of one of the Regional Bell Operating Companies, established
after the breakup of AT&T in 1984. LATA boundaries tend to be drawn around
markets, and not necessarily along existing state,province, or even area code borders.
1.17. "Parties"means the County and CTEL.
1.18. "Party"means one of the Parties.
1.19. "Section"means a section of this Agreement.
1.20. "Total Gross Revenue" means revenue from all completed calls, texts or video links
made by Inmates on the Equipment, not including mandatory state and local taxes, and
without any deduction for bad debt or unbillable calls.
2. Obligations of the County and the Customer. For the consideration provided in this
Agreement, the County and the Customer shall:
2.1. Grant CTEL the exclusive right and license to install and maintain Equipment.
2.2. Make the Facility available to CTEL for complete installation and operation of the
Equipment as soon as possible after the Effective Date.
2.3. Give CTEL the right replace any portion of the Equipment installed at the Facility, from
time to time during the term of this Agreement.
2.4. Allow CTEL to increase or decrease the number of items of Equipment within the
Facility as mutually agreed upon by the Customer and CTEL.
2.5. Provide appropriate locations within the living quarters and day rooms of the Facility for
installation of the Equipment, to insure the Inmates within the Facility have ready access
to the Equipment to allow maximum daily usage of the Equipment.
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2.6. Not to take any action of any kind that would adversely affect the Inmates' accessibility
and use of the Equipment, other than as required for the security and operation of the
Facility.
2.7. Permit employees or authorized contractors of CTEL reasonable access to the Facility at
all times, in order to service,repair and maintain the Equipment.
2.8. Notify CTEL in writing of any misuse, destruction, damage or vandalism to the
Equipment, as soon as practicable after the Jail Superintendent becomes aware of it.
3. Obligations of CTEL. For the consideration provided in this Agreement, CTEL shall:
3.1. Provide telephone, video visitation and chirping at no cost to the Customer or the
County.
3.2. Install and maintain the Equipment including:
3.2.1.Determining all wiring and software requirements, and costs associated of any
conversion of service from the current Equipment.
3.2.2.Purchasing of all Equipment, installation, service, maintenance, voice network and
transmission, data network and day-to-day operation of the Equipment, all at no
cost to the County or the Customer.
3.2.3.Ensuring that the County is not responsible for any costs associated with
installation or maintenance of the Equipment.
3.2.4.Ensuring compliance with federal, state, and local guidelines for installing,
operating and maintaining the Equipment.
3.3. The Equipment shall include at least 14 telephones that:
3.3.1.Have notification ability as required by the Prison Rape Elimination Act (PREA)
and the DHS PREA Regulations;
3.3.2. Are provided and installed at no cost to the County;
3.3.3. Have phone lines provided at no cost to the County;
3.3.4. Have all ongoing maintenance provided at no cost to the County;
3.3.5.Provide on-ongoing services to inmates the most reasonable cost per call,
considering all other minimum requirements;
3.3.6.Have short cord telephones with associated equipment with installation and
maintenance (recessed handset and keypad);
3.3.7. Have Phone on/off controlled by central location(switchbox, computer,etc.);
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3.3.8. Have collect call capabilities, including:
3.3.8.1. An outside collect call feature; and,
3.3.8.2. The ability to adjust collect call rates, asnecessary; and,
3.3.9. Have call blocking capabilities, including:
3.3.9.1. Inbound call blocked capabilities;
3.3.9.2. The ability to block calls to a number/certain numbers if calls refused
numerous times; and,
3.3.9.3. Have time limit restriction capabilities, including call duration timing;
3.3.10. Allow for restriction of third-party calls;
3.3.11. Have international calls restricted;
3.3.12. Have service dial blocking (e.g. 800, 411, 911,etc.);
3.3.13. Have an automated operator that is bilingual;
3.3.14. Have the option to playback and archive recorded conversations;
3.3.15. Have call recording capabilities with detailed call record by prisoner;
3.3.16. Have the option to have live monitoring call capabilities;
3.3.17.Have web based ability to playback and monitor live and recordedcalls;
3.3.18. Be hearing aid compatible; and,
3.3.19.Meet all ADA and FCC requirements.
3.4. Provide 24 hour, seven day a week direct telephone assistance and repair. This shall not
be an answering system or an automated phone system.
3.5. At the times required in Section 3.6, pay the Customer a commission based on Total
Gross Revenue, as follows:
3.5.1. 48%on telephone revenue;
3.5.2. 20%on remote video visitation; and,
3.5.3. $0.01 per chirp for charging and distributing chirping devices.
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3.6. Payment of commissions shall be made to the Customer within 45 days after installation
of the Equipment and then on the last day of every month after that, with the
commissions calculated as of the 15th day of each month.
3.7. Provide the Customer a report at the same time or before the payment required by
Section 3.6 that shows all dates of collection and amounts collected from each telephone
installed as part of the Equipment and shall include a list of the local calls, the
IntraLATA calls, the InterLATA calls, and the interstate calls. The report shall be
provided by CTEL to the Jail Superintendent by fax or email. The Customer shall have
60 days after each report is provided to it by CTEL to object to the report. Unless the
Customer objects to a report within 30 days of receipt of the commission from CTEL,
any objections are waived.
3.8. Obtain any licenses necessary for the Equipment from any state, county, city or other
governmental authority at CTEL's sole cost and expense.
3.9. Maintain all Equipment in good and operating condition, including without limitation,
furnishing all parts and labor, at CTEL's sole cost and expense. CTEL shall provide
continuing and ongoing maintenance to the Equipment at its sole cost and expense, and
all such maintenance services shall be conducted in a timely manner. For the avoidance
of doubt, it is understood that CTEL's repairs to Equipment required by this Section 3.9
include repairs as a result of damage caused by: any misuses; destruction; damage;
vandalism; criminal actions; or, County, Customer or Facility failures.
4. Title to Equipment.
During the term of this Agreement, the Equipment installed in the Facility pursuant to this
Agreement shall remain the sole and exclusive property of CTEL.
5. Term of this Agreement.
5.1. This Agreement begins on the Effective Date and shall continue until December 31,
2024,unless renewed pursuant to Section 5.2.
5.2. The term of this Agreement stated in Section 5.1 may be extended for an additional one-
year upon all the terms and conditions of this Agreement by any Party giving written
notice of intent to renew not less than 90 days nor more than 120 days prior to the
termination of this Agreement.
6. Default.
6.1. If any Party defaults in the performance of any of its obligations under this Agreement,
then the non-defaulting Party shall give the defaulting Party written notices of default,
setting for the with specificity the nature of the event of default.
6.2. If the defaulting Party fails to cure the default within 30 days of receipt of notice of
default, the non-defaulting Party shall have the right to terminate this Agreement and
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pursue all remedies available to the non-defaulting Party under this Agreement or
otherwise authorized by law or in equity.
7. Termination Because of Governmental Tariff or Regulation. If any government tariff or
regulation prevents CTEL from performing under this Agreement, then CTEL in its sole
discretion my terminate this Agreement.
8. Notice. Any notice under this Agreement shall be in writing and shall be delivered certified
mail,postage prepaid,return receipt requested at the addresses listed below:
8.1. As to CTEL:
Consolidated Telecom, Inc.
8113 Ridgepoint Drive, Suite 205
Irving, TX 75063
Phone: (972)239-2182
Fax: (972) 239-2358
8.2. As to Jefferson County:
Jail Superintendent
Jefferson County Sheriff's Office
79 Elkins Road,
Port Hadlock, WA 98339
Phone: (360) 385-3831
Email:dl`ortino a co.i errcrson w..,..
-and-
Jefferson County Risk Manager
P.O. Box 1220
Port Townsend, WA 98365
Phone: (360) 385-9383
9. Effect of a Force Majeure Event.
9.1. If a Party cannot perform any of its obligations under this this Agreement because of any
Force Majeure Event, then performance under this Agreement by the affected Party shall
be excused on a day-to-day basis and the affected Party shall not be in default, provided
notice is given pursuant to Section 8.
9.2. If a Party wishes to claim protection in respect of an Force Majeure Event, a Party shall,
as soon as possible following the occurrence or date of commencement of such Force
Majeure Event, notify the other Party of the nature and expected duration of such Force
Majeure Event and shall thereafter keep the other Party informed until such time as it is
able to perform its obligations under this Agreement again.
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10. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before
they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the
terms of this Agreement shall be submitted in writing within 10 days to the County Risk
Manager, whose decision in the matter shall be final, but shall be subject to judicial review.
If either Party deem it necessary to institute legal action or proceeding to enforce any right or
obligation under this Agreement, each Party in such action shall bear the cost of its own
attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the
State of Washington for Jefferson County. The Parties agree that all questions shall be
resolved by application of Washington law and that the Parties have the right of appeal from
such decisions of the Superior Court in accordance with the laws of the State of Washington.
CTEL hereby consents to the personal jurisdiction of the Superior Court of the State of
Washington for Jefferson County.
11. Entire Agreement. This Agreement memorializes the entire agreement of the Parties, unless
specifically incorporated by reference. The Parties agree that:
11.1. No representation or promise not expressly contained in this Agreement or CTEL's
response the County's request for proposal has been made.
11.2. They are not entering into this Agreement based on any inducement, promise or
representation, expressed or implied, which is not expressly contained in this
Agreement or CTEL's response the County's request for proposal.
11.3. This Agreement supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral, within the scope of this
Agreement, except those in CTEL's response the County's request for proposal.
12. Covenant Against Contingent Fees.
12.1. CTEL warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for CTEL, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any company or person, other
than a bona fide employee working solely for CTEL, any fee, commission,
percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this Agreement.
12.2. For breach or violation of this warranty, the County shall have the right to annul this
Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission,
percentage,brokerage fee, gift, or contingent fee.
13. Consequences of a Failure to Perform by Contractor. Upon any failure to perform under
this Agreement by CTEL, including the inability to meet agreed upon deadlines or
specifications of this Agreement,the County may:
13.1. Suspend its performance under this Agreement;
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13.2. Terminate this Agreement and be relieved of any obligations to CTEL under this
Agreement;
13.3. Claim consequential damages; and,
13.4. Proceed with substitute performance by another person in any manner deemed proper
by the County. The cost to the County of substitute performance shall be deducted
from any sum due CTEL under this Agreement.
14. Subcontracting Requirements.
14.1. Contractor Owns Contract Performance. CTEL is responsible for meeting all terms
and conditions of this Agreement including standards of service, quality of materials
and workmanship, costs, and schedules. Failure of a subcontractor to perform is no
defense to a breach of this Agreement. CTEL assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
14.2. Subcontractor Approval. Every subcontractor must agree in writing to follow every
term of this Agreement. CTEL must provide every subcontractor's written agreement
to follow every term of this Agreement before the subcontractor can perform any
services under this Agreement. The Jefferson County Sheriff or designee must
approve any proposed subcontractors in writing.
14.3. Subcontractor Disputes. Any dispute arising between CTEL and any subcontractors
or between subcontractors must be resolved without involvement of any kind on the
part of the County and without detrimental impact on the delivery of contracted goods
and services.
15. Independent Contractor.
15.1. CTEL's services is an independent contractor with respect to the services provided
pursuant to this Agreement.
15.2. CTEL is not as an agent, an employee or a servant of the County.
15.3. CTEL specifically has the right to direct and control CTEL's own activities and over
all of its subcontractors, employees, agents and representatives in providing the agreed
services in accordance with the provisions of this Agreement.
15.4. CTEL acknowledges that neither CTEL nor CTEL's subcontractors and employees are
entitled to any County benefits, including, but not limited to: retirement, vacation pay;
holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits;
or any other rights or privileges afforded to Jefferson County employees.
15.5. CTEL agrees to file all necessary governmental documents, including appropriate tax
returns, reflecting income status as an independent contractor for services rendered to
the County under this Agreement.
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15.6. Should any governmental agency audit any of the files and request information on
either CTEL or the County, CTEL and the County agree to furnish immediately the
requesting Party with any records, including tax returns, relating to the services
rendered under this Agreement.
15.7. No subcontractor, employee, agent or representative of CTEL will be or be deemed to
be, or act or purport to act, as an employee, agent or representative of the County.
16. Legal and Regulatory Compliance. While performing under this Agreement, CTEL,
subcontractors, and their employees are required to comply with all applicable local, state
and federal laws, codes, ordinances, and regulations, including but not limited to:
16.1. Applicable regulations of the Washington Department of Labor and Industries,
including WA-DOSH Safety Regulations; and,
16.2. State and Federal Anti-Discrimination Laws.
17. Safety Consideration. While performing under this Agreement, CTEL shall be responsible
for:
17.1. Compliance with all relevant state and federal workplace safety requirements to
include compliance with the County's safety directives and policies; and,
17.2. Ensuring that its employees performing services are trained in the safety procedures
appropriate to assigned work.
18. County Drug Use Policy. While performing services, the use of illegal drugs, alcohol, or
controlled substances on the County property or premises is strictly prohibited. CTEL's
employees shall not perform services while under the influence of drugs or alcohol, and if
discovered, may be reported to the appropriate law enforcement agency.
19. County Tobacco Policy. The use of tobacco of any kind on property or premises of the
County shall follow the County's written tobacco policies.
20. Indemnity.
20.1. CTEL shall defend, indemnify and hold the County, its officers, officials, employees,
agents and volunteers (and their marital communities) harmless from any and all
claims, injuries, damages, losses or suits including attorney fees, arising out of or
resulting from the acts, errors or omissions of CTEL in performance of this Agreement,
except for injuries and damages caused by the sole negligence of the County.
20.2. Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence
of CTEL and the County, its officers, officials, employees, agents and volunteers (and
their marital communities) CTEL's liability, including the duty and cost to defend,
hereunder shall be only to the extent of CTEL's negligence.
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20.3. It is further specifically and expressly understood that the indemnification provided in
this Section 22 constitutes CTEL's waiver of immunity under Industrial Insurance,
Title 51 RCW, solely for the purposes of this indemnification. This waiver has been
mutually negotiated by the Parties.
20.4. The provisions of this Section 22 shall survive the expiration or termination of this
Agreement.
21. General Insurance Requirements.
21.1. Insurance coverage shall be evidenced by one of the following methods:
21.1.1. Certificate of insurance; or,
21.1.2. Self-insurance through an irrevocable Letter of Credit from a qualified financial
institution.
21.2. Any deductibles or self-insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of the
County, the insurer shall reduce or eliminate deductibles or self-insured retention, or
CTEL shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
21.3. Failure of CTEL to take out or maintain any required insurance shall not relieve
CTEL from any liability under this Agreement, nor shall the insurance requirements
be construed to conflict with or otherwise limit the obligations concerning
indemnification of the County.
21.4. CTEL's insurers shall have no right of recovery or subrogation against the County, its
officers, officials, employees, agents and volunteers (and their marital communities),
it being the intention of the Parties that the insurance policies so affected shall protect
all the Parties and shall be primary coverage for all losses covered by the above
described insurance.
21.5. Insurance companies issuing CTEL's insurance policy or policies shall have no
recourse against the County, its officers, officials, employees, agents and volunteers
(and their marital communities) for payment of any premiums or for assessments
under any form of insurance policy.
21.6. All deductibles in CTEL's insurance policies shall be assumed by and be at the sole
risk of CTEL.
21.7. Any judgments for which the County may be liable, in excess of insured amounts
required by this Agreement, or any portion thereof, may be withheld from payment
due, or to become due,to CTEL until CTEL shall furnish additional security covering
such judgment as may be determined by the County.
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21.8. Any coverage for third-party liability claims provided to the County by a"Risk Pool"
created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any
insurance policy CTEL shall provide to comply with this Agreement.
21.9. The County may, upon CTEL's failure to comply with all provisions of this
Agreement relating to insurance, withhold payment or compensation that would
otherwise be due to CTEL.
21.10. CTEL shall provide a copy of all insurance policies specified in this Agreement.
21.11. Written notice of cancellation or change in CTEL's insurance required by this
Agreement shall reference the project name and agreement number and shall be
mailed to the County pursuant to the notice provisions in Section 8.
21.12. CTEL's liability insurance provisions shall be primary and noncontributory with
respect to any insurance or self-insurance programs covering the County, its elected
and appointed officers, officials, employees, and agents.
21.13. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its officers, officials, employees, agents and
volunteers (and their marital communities).
21.14. CTEL's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
21.15. CTEL shall include all subcontractors as insured under its insurance policies or shall
furnish separate certificates and endorsements for each subcontractor. All insurance
coverage for subcontractors shall be subject to all the requirements stated in this
Agreement. The insurance limits mandated for any insurance coverage required by
this Agreement are not intended to be an indication of exposure nor are they
limitations on indemnification.
21.16. CTEL shall maintain all required insurance policies in force from the time services
commence until services are completed. Certificates, insurance policies, and
endorsements expiring before completion of services shall be promptly replaced.
21.17. CTEL shall place insurance with insurers licensed to do business in the State of
Washington and having A.M. Best Company ratings of no less than A-, with the
exception that excess and umbrella coverage used to meet the requirements for limits
of liability or gaps in coverage need not be placed with insurers or re-insurers
licensed in the State of Washington.
21.18. Certificates of insurance as required by this Agreement shall be delivered to the
County within fifteen(15) days of execution of this Agreement.
21.19. The County shall be named as an "additional insured" on all insurance policies
required by this Agreement.
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21.20. CTEL shall furnish the County with properly executed certificates of insurance that,
at a minimum, shall include.
21.20.1. The limits of overage;
21.20.2. The project name and agreement number to which it applies;
21.20.3. The certificate holder as Jefferson County, Washington and its elected
officials, officers, and employees with the address of Jefferson County
Risk Management, P.O. Box 1220, Port Townsend, WA 98368, and,
21.20.4. A statement that the insurance policy shall not be canceled or allowed to
expire except on thirty (30) days prior written notice to the County.
21.21. To the extent a certificate of insurance lists or refers to any endorsements solely by
name, description or number it shall be the responsibility of CTEL to obtain and
provide to the Jefferson County Risk Management full and complete copy of the texts
of such endorsements.
21.22. If the proof of insurance or certificate indicating the County is an"additional insured"
to an insurance policy obtained by CTEL refers to an endorsement (by number or
name) but does not provide the full text of that endorsement, then it shall be the
obligation of CTEL to obtain the full text of that endorsement and forward that full
text to the County.
21.23. Commercial General Liability.
21.23.1. CTEL shall maintain commercial general liability coverage on a form
acceptable to Jefferson County Risk Management for bodily injury,
personal injury, and property damage, in in the amount of at least $1
million per occurrence, for bodily injury, including death, and property
damage.
21.23.2. The commercial general liability insurance coverage shall contain no
limitations on the scope of the protection provided and include the
following minimum coverage:
21.23.2.1. Broad form property damage,with no employee exclusion;
21.23.2.2. Personal injury liability, including extended bodily injury;
21.23.2.3. Broad form contractual/commercial liability, including completed
operations and product liability coverage;
21.23.2.4. Premises—operations liability (M&C);
21.23.2.5. Independent contractors and subcontractors; and,
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21.23.2.6. Blanket contractual liability.
21.23.3. CTEL's commercial general liability policy shall include employer's
liability coverage with limits of not less than $1 million per occurrence
and in the aggregate.
21.23.4. The County, its officers, officials, employees, agents and volunteers (and
their marital communities) shall be named as an additional insured Party
under this insurance policy.
21.24. Worker's Compensation (Industrial Insurance)
21.24.1. CTEL shall maintain workers' compensation insurance at its own expense, as
required by Title 51 RCW, for the term of this Agreement and shall provide
evidence of coverage to Jefferson County Risk Management,upon request.
21.24.2. Worker's compensation insurance covering all employees with limits meeting
all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws.
21.24.3. This coverage shall extend to any subcontractor that does not have their own
worker's compensation and employer's liability insurance.
21.24.4. CTEL expressly waives by mutual negotiation all immunity and limitations on
liability, with respect to the County, under any industrial insurance act,
disability benefit act, or other employee benefit act of any jurisdiction which
would otherwise be applicable in the case of such claim.
21.24.5. If the County incurs any costs to enforce the provisions of this subsection, all
cost and fees shall be recoverable from CTEL.
27. Ownership and Use of Documents. All documents, drawings, specifications and other
materials produced by CTEL in connection with performance under this Agreement shall be
the property of the County whether the project for which they are made is executed or not.
CTEL shall be permitted to retain copies, including reproducible copies, of drawings and
specifications for information, reference and use in connection with Contractor's endeavors.
28. No Harassment or Discrimination. Any form of harassment, discrimination, or improper
fraternization with any County employee is strictly prohibited. CTEL shall not discriminate
on the grounds of race, color, national origin, religion, creed, age, sex, sexual orientation, or
the presence of any physical or sensory disability in the selection and retention of employees
or procurement of materials or supplies.
29. Section Headings. The headings of the sections of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the interpretation
or construction of the provisions of the sections or this Agreement.
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30. Limits of Any Waiver of Default. No consent by either Party to, or waiver of, a breach by
either Party, whether express or implied, shall constitute a consent to, waiver of, or excuse of
any other, different, or subsequent breach by either Party.
31. No Oral Waiver. No term or provision of this Agreement will be considered waived by
either Party, and no breach excused by either Party, unless such waiver or consent is in
writing signed on behalf of the Party against whom the waiver is asserted. Failure of a Party
to declare any breach or default immediately upon the occurrence thereof, or delay in taking
any action in connection with, shall not waive such breach or default.
32.No Severability. The terms of this Agreement are not severable. If any provision of this
Agreement or the application of this Agreement to any person or circumstance shall be
invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the
application this Agreement shall not be enforceable.
33. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Parties' successors in interest,heirs and assigns.
34. No Assignment. CTEL shall not sell, assign, or transfer any of rights obtained by this
Agreement without the express written consent of the County.
35. No Third-Party Beneficiaries. The Parties do not intend, and nothing in this Agreement
shall be construed to mean, that any provision in this Agreement is for the benefit of any
person or entity who is not a Party.
36. Modification of this Agreement. This Agreement may be amended or supplemented only
by a writing that is signed by duly authorized representatives of all the Parties.
37. Signature in Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Agreement at different times and places by the Parties shall not affect the
validity of this Agreement, so long as all the Parties execute a counterpart of this Agreement.
38. Facsimile and Electronic Signatures. The Parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
39.Arms-Length Negotiations. The Parties agree that this Agreement has been negotiated at
arms-length, with the assistance and advice of competent, independent legal counsel.
40.Public Records Act.
40.1. Notwithstanding any provisions of this Agreement to the contrary, to the extent any
record, including any electronic, audio, paper or other media, is required to be kept or
indexed as a public record in accordance with the Washington Public Records Act,
Chapter 42.56 RCW (as may be amended), CTEL agrees to maintain all records
constituting public records and to produce or assist the County in producing such
records, within the time frames and parameters set forth in state law.
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40.2. CTEL also agrees that upon receipt of any written public record request, CTEL shall,
within two business days, notify the County by providing a copy of the request per
the notice provisions of this Agreement.
41. Ownership and Protection of Data.
41.1. All data collected and archived pursuant to this Agreement shall be considered
"Work Made For Hire" under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and
shall be owned by the County. Ownership includes the right to copyright, patent,
register and the ability to transfer these rights and all information related to the
County's data.
41.2. CTEL is hereby commissioned to collect and archive the County's data.
41.3. If for any reason the County's data would not be considered a Work Made For
Hire under applicable law, CTEL assigns and transfer to the County the entire
right, title and interest in and to all rights in the County's data and any
registrations and copyright applications relating thereto and any renewals and
extensions thereof.
41.4. CTEL shall execute all documents and perform such other proper acts as the
County may deem necessary to secure for the County the rights pursuant to this
Section 41.
41.5. CTEL shall not use or in any manner disseminate any of the County's data to any
third-party, or represent in any way CTEL's ownership in any of the County's
data, without the prior written permission of the County.
41.6. CTEL shall take all reasonable steps necessary to ensure that its agents,
employees, or subcontractors shall not copy or disclose, transmit or perform any
of the County's data or any portion thereof, in any form,to any third-party.
41.7. Without limiting the above, CTEL shall maintain no less than industry standard
administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of the County's data. CTEL shall not: (a) modify the
County's data; or, (b) Disclose the County's data, except as compelled by law.
41.8. Upon request by the County made within thirty (30) days after the effective date
of termination of this Agreement CTEL will make available to the County for
download a file of the County's data in the native file formats along with
attachments in their native formats. At the end of the 30-day period, CTEL shall
have no obligation to maintain or provide any of the County's data and we may,
unless legally prohibited and at our own discretion when permitted, delete all of
the County's data in CTEL's systems without notice or confirmation. If the
County elects to purge the County's data and require confirmation or destruction
on, or before, a specific date, CTEL shall destroy the County's data and provide
the County with a certificate of destruction.
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42. Representations and Warranties.
The Parties represent and warrant that:
42.1. Each person signing this Agreement is fully authorized to enter into this Agreement
on behalf of the Party for whom signature is being made;
42.2. Each Party that is a corporate entity is duly organized and validly existing in good
standing under the laws of one of the states of the United States of America;
42.3. The making and performance of this Agreement shall not violate any provision of law
or of any Party's articles of incorporation, charter, or by-laws;
42.4. Each corporate Party has taken all necessary corporate and internal legal actions to
duly approve the making and performance of this Agreement and that no further
corporate or other internal approval is necessary; and,
42.5. Each Party has read this Agreement in its entirety and know the contents of this
Agreement, that the terms of this Agreement are contractual and not merely recitals,
and that they have signed this Agreement, having obtained the advice of legal
counsel.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
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JEFFERSON COUNTY WASHINGTON CONSOLIDATED TELECOM,INC.
Board of County Commissioners
Jefferson County, Washington
By: By: • -�
Greg Brotherton, Chair Date Signa e
Name: Sero,e -Jaco Ica
By: Title: V h Ce -pre s;d P.-A!—
David Sullivan, Commissioner Date 910 Ii ja
Date:
By:
Kate Dean, Commissioner Date
SEAL:
ATTEST:
Carolyn Galloway Date
Deputy Clerk of the Board
Approved as to form only:
zo
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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