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AGREEMENT BETWEEN STATE OF WASHINGTON DEPARTMENT OF CORRECTIONS
AND AMERICAN TELEPHONE AND TELEGRAPH COMPANY
FOR INSTALLATION AND OPERATION OF AN INMATE TELEPHONE SYSTEM
AT STATE CORRECTIONAL INSTITUTIONS AND WORK RELEASE FACILITIES

This Agreement is made and entered into this /,~ day of March,
1992, by and between the state of Washington Department of
Corrections (UDepartment"), and American Telephone and Telegraph
Company ("Contractor").
WHEREAS, Department issued Request for Proposal No. CRFP2562,
dated September 4, 1991, for an Inmate Telephone System and
Recording/Monitoring at Department Correctional Institutions and
Work Release Facilities (the "RFP");
,
WHEREAS, on November 12, 1991, Contractor responded to the RFP
wi th a total solution, combining a proposal by Contractor, an
interexchange carrier, to provide interLATA long distance service,
with proposals by three local exchange companies (ILECs"), GTE
Northwest Incorporated ("GTE"), Telephone utilities of Washington,
Inc. dba PTI Communications ("PTI") and U S West Communications
("USWC"), to provide inmate telephone stations and enclosures,
recording and monitoring equipment and local and intraLATA
telephone service (collectively, the "Combined Proposal" and
individually, the "AT&T Proposal," the "GTE Proposal, the "PTI
Proposal" and the "uswc ProposaI U);
WHEREAS, on December 20, 1991, the Department announced its
selection of Contractor as the successful vendor on the basis of
the Combined Proposal, with the understanding that Department and
Contractor would enter into an Agreement covering the entire
project as set forth in the RFP and that Contractor would enter
into Subcontracts with GTE, PTI andUSWC to cover those portions of
the RFP for which those three LEC~ would be responsible;
NOW, THEREFORE, Department and Contractor do mutually agree as
follows:
1.

Incorporation by Reference of RFP and Proposals.

Contractor hereby agrees to provide the equipment and services
required by the RFP, on the basis set forth in the Combined
Proposal.
The RFP and the Combined Proposal, including the AT&T
Proposal, GTE Proposal, PTI Proposal and the USWC Proposal (except
for USWC's response to Attachment B to the RFP) , shall constitute
and hereby are made a part of this Agreement as thQugh fully set
forth herein. As used herein, the term UContractor f '-; sha~)";'il1~~
and refer to AT&T, its subcontractors and suppliers,. ,!iria; ~ "t!h;':t~1i
SUbsidiaries, affiliates, employees and agents of each of them·~·,~·.::"",

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2.

Scope of Agreement.

A.
The terms and conditions of this Agreement apply to the
LEC Public Telephones at Department Correctional Institutions and
Work Release Facilities listed on Attachment A to the RFP, as well
as to new and expanded facilities for which the Department requests
service.
B.
This Agreement appl ies to two types. of LEC PubI ic
Telephones:
Public Telephones made available to Inmates, from
which only collect calls can be made ("Inmate Public Telephones")
and other Public Telephones located on the premises of certain
facilities for use by staff and visitors but not inmates ("Staff
Public Telephones"), from which both "1+" and "0+" telephone calls
can be made. Unless otherwise stated in this Agreement, the term
"Public Telephone ll shall refer both to Inmate Public Telephones and
Staff Public Telephones.
3.
Provision
Contractor.

of

InterLATA

and

International

Service
,

by

Contractor agrees to provide "0+" interLATA and international
service to all Public Telephones located on the premises of
Department Correctional Institutions and Work Release Facilities.
The Department hereby selects Contractor as the "0+" primary
interexchange carrier ("PIC") for operator assisted ("0+) interLATA
and international calls placed from all such LEC Public Telephones.
The Department appoints Contractor as its Agent for purposes of
sUbmitting the Department's selection of Contractor as its PIC for
such LEC Public Telephones. Nothing in this Agreement requires the
Department to route "1+" interLATA calls to AT&T from any
telephones covered by this Agreement.
4.

Subcontractors.

The Department hereby approves Contractor's use of GTE, PTI
and USWC as Subcontractors under this Agreement. Set forth below
is a list of the equipment and services for which each of the
Subcontractors will be responsible to provide to the Department, in
accordance with the specifications of the RFP and the GTE Proposal,
PTI Proposal and USWC Proposal:
.
A.
GTE. GTE shall install and maintain pUblic telephone
sets,
all
associated
equipment,
lines,
Dictaphone
recording/monitoring equipment and call timing and call blocking
software at the following location:
i.

Washington State Reformatory, Monroe

GTE shall install and maintain public telephone sets, all
associated equipment, lines, call timing and blocking software at
the following locations:
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ii. Twin Rivers Corrections Center
iii. Indian Ridge Corrections center, Arlington
iv. Special Offender Center, Monroe
GTE shall also provide local and intraLATA telephone service and
operator service to the GTE Public Telephones at the above four
locations.
B.
PTI. PTI shall install and maintain pUblic telephone
sets,
all
associated
equipment,
lines,
Dictaphone
recording/monitoring equipment and call timing and call blocking
software at the following locations:
i.
ii.

Clallam Bay Corrections Center
Washington Correction cent~r for Women

PTI shall install and maintain public telephone sets, all
associated equipment, lines, call timing and call blocking software
at the following locations:
,
iii. olympic Corrections Center
iv. Pine Lodge Pre-Release
v.
Coyote Ridge
PTI shall also provide local telephone service and operator service
to PTI Public Telephones at the above five locations.
C.
USWC. USWC shall install and maintain pUblic telephone
sets,
all
associated
equipment,
lines,
Dictaphone
recording/monitoring equipment and call timing and blocking
software at the following locations:
i.
ii.
iii.
iv.

Washington Corrections Center, Shelton
McNeil Island Penitentiary
Washington State Penitentiary, Walla Walla
Airway Heights

USWC shall install and maintain public telephone sets, all
associated equipment, lines, call 'timing and blocking software at
the following locations:
v.
Tacoma Pre-Release
vi. Cedar Creek Corrections Center
vii. Larch Corrections Center
USWC shall also provide local and intraLATA telephone service and
operator service to USWC Public Telephones at the above six
locations.
5.

Term.

The term of this Agreement shall be five (5) years, commencing
as of March 16, 1992 ("Effective Date"). Upon at least sixty (60)
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days' written notice prior to the end of the initial term or a
renewal term, either party may request renewal of the Agreement, in
which case the Agreement may be renewed for any length of time
agreed upon by the parties. Upon expiration of the initial term or
a renewal term without either notice of termination or signing of
an agreement to renew, this Agreement shall automatically continue
on a month-to-month basis.
6.

Ownership of Equipment.

All equipment installed on Department premises pursuant to
this Agreement shall be provided as a service to the Department in
accordance with the RFP. No equipment shall be sold or leased to
the Department under this Agreement. Title to all pUblic telephone
equipment,
monitoring/recording equipment,
software,
wiring,
hardware and enclosures installed pursuant to this Agreement shall
remain in contractor, or the applicable subcontractor or supplier,
during the t~rm of this Agreement.
7.

Commissions PaYable to the Department

,

A.
In return for the right to provide Inmate and Public
Telephone Service under this Agreement, contractor, GTE, PTI and
USWC shall each pay to the Department on a monthly basis the
commissions set forth in Attachment 1 to this Agreement.
Each
carrier's monthly commission checks shall be sent to the
Superintendent of each covered Correctional Institution or Work
Release Program, made payable to the Inmate Welfare Fund, unless
and until the Department shall specify a different payee for the
carriers' commission checks.
B.
For all
be payable as of
facilities in GTE
as of the cutover
schedule mutually
Subcontractors.

facilities in USWC territory, commissions shall
the Effective Date of this Agreement.
For all
and PTI territory, commissions shall be payable
date established pursuant to the implementation
agreed upon by the Department, Contractor and its

C.
The commission schedule set forth in Attachment 1 shall
also apply to LEC pUblic telephones at any new Department
Correctional Institutions or Work Release Facilities which are
added to this Agreement at the request of the Department.
D.
If any of the commissions set forth in Attachment 1 are
not paid within 45 days after the end of any billing cycle,
interest at an annual rate of 10% shall be paid commencing as of
the 46th day. This interest charge shall not apply to the true-up
commission payments made by contractor and USWC with respect to the
initial billing cycles of this Agreement.

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8.

Reports.

contractor, GTE, PTI and USWC shall each provide the following
reports with respect to the traffic carried by that entity:
A.
A monthly call detail report for Inmate Public
Telephones, by institution,
and addressed to the
superintendent of the institution showing the date, time,
payphone number, called number and length of each call.

9.

B.
A monthly commission report for Inmate and Staff
Public Telephones, by ins.titution, showing total revenues
generated by each Inmate and Staff Public Telephone for
that monthly commission cycle. Each such report shall be
sent to two locations: one copy to the institution and
one copy to the Department of Corrections, Attention:
Sharon Shue, Telecommunications Manager, P.O. Box 41110,
MS: 61, OlYmpia, WA 98504-41110.
,
Maintenance

Contractor, its subcontractors and suppliers shall provide
maintenance for the equipment, software and services supplied under
this Agreement pursuant to the terms and conditions of the RFP and
Proposals submitted in response to the RFP.
The appropriate LEC
(GTE, PTI or USWC) shall designate a single point of contact to
receive trouble reports for each Correctional Institution or Work
Release Program in that LEC' s territory.
The Department shall
address trouble reports relating to any service or equipment
provided under this Agreement to these designated points of
contact, which are listed in Attachment 2 to this Agreement.
Following the installation of equipment under this Agreement,
Contractor, its subcontractors and suppliers shall leave the
Department's premises in good condition and broom clean.
10.

Responsibilities of the Department

The Department shall:
A.
Take reasonable precautions to protect the public
telephone stations and related equipment and monitoring .and
recording equipment and software from damage, vandalism, theft or
hazardous conditions and promptly report any damage, service
failure or hazardous condition to Contractor's points of contact as
referred to in Section 9 and listed in Attachment 2 to this
Agreement.
B.
SUbject to the Department's security requirements,
provide access as needed to Contractor, its subcontractors,
suppliers and agents to service the equipment provided herein.

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C.
Keep the pUblic telephone stations clean and the station
locations free from debris or obstructions.
11.

InterLATA "0+ Service

A.
staff Public Telephones shall comply with the signage and
unblocking requirement of the Telephone Operator Consumer Services
Improvement Act of 1990.
B.
If this Agreement is amended to add a Correctional
Institution or Work Release Program located in an area where
Contractor does not track billed "0+" interLATA revenues from LEC
Public Telephones, a monthly average revenue (MAR) mutually agreed
upon by the parties will be used in calculating Contractor's
monthly "0+" interLATA revenues. The developed MAR will be based
upon the monthly revenues generated from a like Washington state
institution, with a similar inmate population and a similar ratio
of inmates to public telephones.
12.

,

Monitoring/Recording

Contractor shall
provide live or mechanical
operator
announcements for all personal calls made from Inmate Public
Telephones that the call is coming from a prison inmate and that it
will be recorded and may be monitored and/or intercepted.
The
Department shall be responsible for instituting procedures at each
location to ensure that attorney-client calls are not recorded or
monitored.
13.

Indemnification

A.
The Contractor shall defend, protect and hold harmless
the State of Washington, the Department, or any employees thereof,
from and against all claims, suits, or actions arising from any
negligent or deliberate act or omission of the Contractor or
Subcontractor, or agents of either, while performing under the
terms of this Agreement.
The provisions of this paragraph shall
not apply to any act or omission by the Contractor for which the
Department, in the text of this Agreement, has agreed to defend and
hold the Contractor harmless. The provisions of this section shall
survive any termination or the expIration of this Agreement.
B.
The Department shall defend, protect and hold harmless
Contractor, its employees, agents or sUbcontractors, from and
against all claims, suits, actions, loss or injury arising from any
negligent or deliberate act or omission of the Department or any
employee thereof, while performing under the terms of this
Agreement, except to the extent that the claims result from the
negligence or willful acts of Contractor's employees, agents or
subcontractors.
The Department shall defend, protect and hold
harmless the Contractor, its employees, agents or subcontractors,
from and against all claims, suits, actions, loss or injury arising
out of or in any way connected with Contractor's provision of call
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Service, 1420 Fifth Avenue, suite 400, seattle, WA 98101).
party shall share the cost of such mediation.
18.

Each

Termination and Termination Procedure

A. In the event that a correctional facility covered by this
Agreement is closed for lack of funding, consolidation with other
facilities or as a result of other jUdicial or governmental action,
the Department may terminate this Agreement as to that facility.
B. In the event of a failure by Contractor to perform any of
the provisions hereof with respect to anyone or more correctional
facilities covered by this Agreement, or with respect to anyone or
more of the three LEC territories covered by this Agreement (GTE,
PTI or USWC) , the Department may give Contractor thirty (30) days'
written "notice of intent to terminate for default, specifying the
nature of the alleged failure of performance-and identifying the
location (s) and/or LEC territory affected. Contractor shall,not be
deemed to be in default if Contractor cures the failure of
performance within the thirty (30) day notice period, or if the
nature of Contractor's default is such that more than thirty (30)
days are reasonably required for its cure, then Contractor shall
not be deemed to be in default if Contractor shall commence such
cure within said thirty (30) day period and thereafter diligently
prosecute such cure to completion.
C.
Unless there is a default consisting of a failure of
performance as to the entire Agreement, a termination of this
Agreement under the terms of this section 18 a and b as to any
single correctional facility or as to any single LEC territory
shall not operate as a termination as to any other correctional
facility or other LEC territory, and this Agreement shall remain in
full force and effect for all other correctional facilities and LEC
territories.
D.
During the first three years of this Agreement, the
Department may terminate this Agreement in whole or in part only
upon one or more of the following.events:
1.

Termination for the reasons provided for in section
18 a., b. and c. herein, or

2.

Any action by the legislature, the Governor's
office, the Federal Communication commission, the
Washington Utilities and Transportation Commission
or a court of competent jurisdiction which results
in or necessitates termination of this Agreement in
whole or in part.

Any termination under paragraph 18 0(2) above requires at
least 90 calendar days written notice of such action be
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provided to Contractor by
section 19 "Notices."

Department as

provided

in

After the first three years of this Agreement, either
party may terminate this Agreement without cause by
giving written notice to the other party, as provided for
herein, at least 180 calendar days prior to the effective
date of said termination.
19.

Notices

A.
Any notices or other communications to be given under
this Agreement shall be provided to the following parties by
personal delivery, first class u.s. mail or facsimile:
AT&T
4460 Rosewood Drive,
Pleasanton, CA 94588
Attention:- Patricia
Facsimile no.: (510)
Tel. no.
(510)

state of Washington
Department of Corrections
P.o. Box 9699, MS: FN-61
OlYmpia, WA 98504
Attention: Gary L. Banning
Administrator, Contracts
and Regulations
Facsimile no.
(206) 586-8723
Tel. no.
(206) 753-5770

Room 6330
Maitland
224-5498
224-4926

The name, address or facsimile number for notice may be changed by
giving notice in accordance with this section.
If mailed in
accordance with this section, notice shall be deemed given when
actually received by the individual addressee or designated agent
or three (3) business days after mailing, whichever is earlier. If
transmitted by facsimile in accordance with this Section, notice
shall be deemed given when actually received by the individual
addressee or designated agent or one (1) business day after
transmission, whichever is earlier.
B.
Courtesy copies of any notices provided by one party to
the other under this Agreement shall be provided, using any of the
methods specified in Section 19A, to:
u.s. West Communications, Inc.
14808 SE 16th, Basement
Bellevue, WA 98007
Attention: Susan Haynes
Facsimile no.
(206) 451-6011
Tel. no.
(206) 451-5328

GTE Northwest Incorporated
2312D West Casino Road
Everett, WA 98204
Attention: Joanna Sissons
Facsimile no.: (206) 353-6558
Tel. no.
(206) 356-4175

PTI Communications
Post Office Box 90
Forks, WA 98331
Attention: John Fryling
Facsimile no.: (206) 374-9636
Tel. no.:
(206) 374-2300
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20.

Rights in Data

The data covered by General Term "Rights in Data U contained in
Attachment B to the RFP does not include information relating to
interLATA, intraLATA or local calls, which shall remain the
property of the applicable carrier (AT&T, USWC, PTI or GTE), and
shall be kept confidential sUbject to the requirements of
Washington pUblic records law.
In the event of a third party
request for such data, the Department .shall notify Contractor in
advance of responding to the request in sufficient time to allow
Contractor to negotiate any appropriate protective arrangements,
consistent with any applicable time limits for the Department to
respond to the third party, but in any event prior to disclosing
the data.
21.

Bond

Contractor s~all post a performance bond or a performance/paYment
bond in the amount of $500,000 on a form· acceptable to the
Department.
Such bond shall be for the purpose of guaranteeing
satisfactory performance by Contractor of the services required
hereunder and the paYment of commissions due or owing to the
Department.
22.

Incorporation of General Terms and Conditions

The Department of Corrections General Terms and Conditions, as
set forth in Attachment B to the RFP, are incorporated herein by
reference, except as modified are amended herein, and with the
exception of the following, which are deleted as inapplicable to
this project:
A. General Term "Indemnification" on page 5 of Appendix B is
superseded by section 13 above ("Indemnification U).
B. General Term "Disputes" on page 10 of Appendix B is
superseded by Section 17 above ("Conflict Resolution"), and section
18 ("Termination and Termination Procedure U) .
C. General Terms uTermination by contractor U and uTermination
for Convenience on page 11 of Appendix B are superseded by section
5 above (UTerm U) and Section 18 ("Termination and Termination
Procedure").
23.

Contract Modifications

The parties may supplement or amend this Agreement by mutual
consent, provided such supplement or amendment is in writing and
signed by authorized representatives of both parties.

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24.

Entire Agreement

This Agreement and the documents incorporated herein by
reference, i.e., the combined Proposal, the RFP and the Department
of Corrections General Terms and Conditions (Attachment B),
constitute the entire understanding between the parties and
supersede
all
prior
understandings,
oral
or
written
representations,
statements,
negotiations,
proposals
and
undertakings with respect to the subject matter hereof.
In the
event that any provisions of this Agreement and the incorporated
documents are inconsistent, the order of precedence shall be as
follows: (1) this Agreement; (2) the Combined Proposal (except for
USWC's response to Attachment B to the RFP; (3) the RFP and (4) the
Department of Corrections General Terms and Conditions (Attachment
B) •

STATE OF
DEPARTME

TELEGRAPH

By:

By:

(Signature)

Johrl "Pow.tll

Chase Riveland

(Typed or Printed Name)

(Typed or Printed Name)

So..~S V.l'.

Secretary

(Ti~J72.-

(Title)

(Da~

3/31/92
(Date)
Approved as to Form:
OFFICE OF THE ATTORNEY GENERAL
STATE OF ·WASHINGTON

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(Signaturefc7./
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(Typed or Printed Name)
By:

AS>;fh",~
(Title)

A~rlf\~J Gev\(?('l.\

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COMMISSION SCHEDULE
1. AT&T: commission rate of 24% on billed revenues from operatorassisted intraLATA, interLATA and international calls carried by
AT&T.
2. GTE: commission rate of 27% on billed revenues from operatorassisted local and intraLATA calls carried by GTE.
3. PTI: commission rate of 27% on billed revenues from operatorassisted local calls carried by PTI.
4. USWC: the following commission rates shall apply t,o billed
revenues from operator-assisted local and intraLATA calls carried
by USWC:
,
USWC agrees to pay the Department a commission rate of 35%. At the
end of each calendar year of this Agreement, USWC shall review
billed USWC revenues against the schedule shown below and increase
the compensation, if appropriate, as follows:
Adjustment Level &
New Commission Rate

Annual USWC Revenue

35%
36%
37%

$2.0 Million
$3.0 Million
$4.0 Million

The USWC commission rate will not fall below 35%. Once a level of
commission has been achieved, it will remain in place throughout
the remaining years of this Agreement unless the next appropriate
level is attained.

ATTACHMENT 1