COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE
REVIEWED BY THE COURT.
MADE BY: W.R. Hierholzer
MEETING DATE: October 27, 2003
OFFICE: Kerr County Sheriffs Office
TIME PREFERRED:
SUBJECT: (PLEASE BE SPECIFIC)
Consider and discuss sending notice of termination of contract for inmate telephone system to Advanced
Tel-Com Systems Corporation d/b/a Kerrville Telephone Business Systems.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT: Sheriff Hierholzer
ESTIMATED LENGTH OF PRESENTATION: 5 minutes
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and
552, Government Code, is as follows:
Meeting scheduled for Mondays:
THIS REQUEST RECEIVED BY
THIS REQUEST RECEIVED ON:
5:00 P.M. previous Tuesday.
All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been
prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be
appreciated and contribute towards your request being addressed at the earliest opportunity. See Agenda Request
Rules Adopted by Commissioners' Court.
:~
October 27, 2003
To: Kerr County Judge Pat Tinley and
Kerr County Commissioners'Court
From: Sheriff Rusty Hierholzer
Re: Inmate Telephone System
Consider and discuss sending notice of termination of contract for inmate
telephone system to Advanced Tel-Com Systems Corporation dlb/a Kerrville
Telephone Business Systems.
ADVANCED TEL-COM SYSTEMS
~- 955 WATER STREET • P.O. BOX 290130
KERRVILLE, TEXAS 78029-0130
REVENUE SHARING AGREEMENT
THIS AGREEMENT made and entered into this 30th day of March , 2001, by and
between KERB COUNTY LAW ENFORCEMENT CENTER having its principal place of
business at400 Clearwater Paseo Dr., Kerrville, Kerr County, Texas (hereinafter referred to as
"Licensor"), which owns and operates the premises described on Exhibit "A" whether one or
more, collectively referred to herein as the "Location"; and ADVANCED TEL-COM
SYSTEMS CORPORATION d/b/a KERRVILLE TELEPHONE BUSINESS SYSTEMS, a
Texas Corporation, with its principal offices located at 955 Water Street, Kerrville, Kerr County,
Texas, (hereinafter referred to as KTBS).
WHEREAS, KTBS is a provider of telecommunications equipment and services,
including pay (coin-operated) telephones; and
WHEREAS, KTBS desires to place a pay telephone or telephones at the Location and
Licensor is agreeable thereto;
,_ NOW THEREFORE, for and in consideration of the mutual undertakings, covenants and
agreements of the parties hereto as set forth herein and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties intending to be legally bound hereby, agree
as follows:
1. LICENSE. Licensor hereby grants to KTBS the exclusive right and privilege for
a period of five years from the date of this Agreement to install, maintain and operate pay
telephone equipment, the "Equipment", at or on the Location. KTBS may connect such pay
telephones to any interexchange carrier, alternate operator service provider, or other such carrier
or provider as it may in its sole discretion determine.
2. INSTALLATION AND SERVICE.
A. Equipment shall be installed by KTBS at KTBS' expense, and shall be
installed, maintained and serviced solely by KTBS or its designated representatives, whether or
not employees of KTBS. Licensor shall notify KTBS within twenty-four (24) hours of Licensor's
initial knowledge of any service problems or failures of the equipment. Licensor shall exercise
reasonable care to secure the Equipment from abuse or vandalism.
B. Licensor, at Licensor's sole cost and expense, shall furnish necessary 110-
volt AC electrical service to each telephone unit location. Licensor shall be responsible for the
payment of all monthly charges for electricity payable to the local electric utility company,
"' whether or not attributable to electricity used by the Equipment.
SSP/ATS/ng/rev. 3/04P98
C. KTBS may install additional equipment at the Location from time to time
-- upon reasonable notice to Licensor.
3. ACCESS TO EQUIPMENT. KTBS' service personnel shall be permitted
reasonable access to the Equipment for purposes of service and/or coin collection during the
normal business hours of Licensor at the Location.
4. COLLECTIONS/COMMISSIONS/RECORD.
A. Commissions/Collections. KTBS shall pay to Licensor for the use of each
telephone unit installed at the Location, a quarterly commission based on Monthly Gross
Revenues at the rate set out in Exhibit "B". "Monthly Gross Profits" shall be defined as the total
sum of all revenue collected and/or received by KTBS from each telephone unit.
B. Accounting and Records. Within forty-five (45) days of the last business
day of each quarter, KTBS shall furnish to Licensor a statement ("Monthly Revenue Statement")
of the Gross Profits for each telephone unit for each month of the quarter. Commissions shall be
paid in arrears by the 45~' day next immediately following the end of each quarter in which usage
of the Equipment resulting in a Monthly Net Profit (or loss) occurs. Licensor shall have the right
to examine KTBS' records relating to revenues from the Equipment at KTBS' offices upon
reasonable notice to KTBS and at reasonable times during KTBS' normal business hours.
5. OWNERSHIP AND CONTROL OF EQUIPMENT. Licensor acknowledges
that the equipment is the sole property of KTBS. Nothing in this Agreement or in the relationship
between the parties shall be construed or interpreted to give Licensor any ownership or security
interest of any type or kind in the Equipment. KTBS shall have sole possession and control of all
keys to the Equipment.
6. EXCLUSIVI'T'Y/SALE OR MERGER BY LICENSOR
A. Licensor shall not allow or permit any other public pay coin-operated, noncoin-
operated, credit card or AOS (alternate operator service) telephone or telephones, or services of
the type offered by KTBS at the Location, to be installed or operated from or at the Location
during the term hereof.
B. Upon any sale, merger, consolidation or reorganization of Licensor or its
assets, the purchaser, successor or assignee of Licensor shall be bound by the terms and
conditions hereof and shall be obligated to discharge the duties and obligations of Licensor
hereunder.
SSP/ATS/ng/rev. 3/04/98 - 2 -
7. LIQUIDATED DAMAGES. In the event of the breach by Licensor of any of the
-~ terms, conditions, covenants or agreements set forth in this Agreement which in any way affects
KTBS' ability to realize the benefits of this agreement, Licensor shall have 20 days after notice in
writing from KTBS of such breach to cure the same. In the event Licensor fails to cure any such
breach within such 20-day period, KTBS, at its sole option, may declare this Agreement
terminated. In the event of such a termination of this Agreement, the parties agree that KTBS
will suffer damages, the amount of which is not easily determined. Therefore, in the event this
Agreement is terminated because of an uncured breach by Licensor, Licensor agrees to pay to
KTBS as liquidated damages a sum equal to 45% of the average gross monthly dollar volume of
revenues collected and/or received from the Equipment from the date of installation of the
equipment to the date of Licensor's breach of the agreement multiplied by the number of months
of the term of this Agreement remaining after such breach. Licensor further agrees to pay KTBS
for its expenses in enforcing this agreement, including without limitation, reasonable attorney's
fees and costs of court.
8. CANCELLATION BY KTBS. If, in KTBS' sole opinion, any Equipment
installed at the Location does not produce sufficient revenues or Gross Profit, KTBS, in its sole
discretion, may remove any or all Equipment from the Location and/or, upon thirty (30) days
written notice to Licensor, terminate this Agreement as to any Location or Equipment.
9. RENEWAL. Unless either party shall notify the other of its intent to not renew
this Agreement at least 30 days prior to the expiration of the initial term of this Agreement, upon
the expiration of the initial terms hereof, this Agreement shall automatically renew month-to-
month upon the terms and conditions contained herein. Thereafter, this Agreement shall be
terminable by either party upon 30 days' written notice to the other.
10. GOVERNING LAW. This Agreement shall be governed by and construed and
interpreted under the laws of the State of Texas.
11. VENUE. The Parties agree that venue in any litigation arising out of this Agreement
between the Parties shall be in a court of competent jurisdiction in Kerr County, Texas.
12. ENTIRE AGREEMENT. This Agreement is the entire agreement between the
parties with respect to the subject matter hereof and contains all the terms, covenants, conditions
and agreements between the parties hereto.
13. HEADINGS. The headings preceding the various paragraphs of this Agreement
are intended solely for the convenience of the parties. The use of any gender shall include all
genders. The singular number shall include the plural, and the plural number the singular as the
context may require.
14. WARRANTY/REPRESENTATION. Licensor hereby warrants and represents
to KTBS that Licensor owns and operates the Location and has all necessary authority to enter
into this Agreement.
SSP/A1'S/ng/rev. 3/04/98 - 3 -
15. CONFIDENTIALITY. This Revenue Sharing Agreement, and all information
-- contained within, is privileged and confidential information intended only for the Parties hereto.
Any dissemination, distribution or copying of this Revenue Sharing Agreement by Licensor is
strictly prohibited. Failure of Licensor to adhere to this clause will cause irreparable damage to
KTBS and Licensor shall be liable for all damages incurred by KTBS, including but not limited to,
the liquidated damages provided for in Paragraph 7 of this Agreement. Subject to rules of Texas
Open Records Request.
16. SEVERABII..ITY. If any provision of this Agreement is held invalid,
unenforceable or void, the remainder of the Agreement shall not be affected thereby and shall
continue in full force and effect.
17. NOTICES.
A. All payments required to be made by this Agreement hereunder shall be
payable in Kerr County, Texas, at the addresses set forth in this paragraph or such other address
the parties may specify from time to time by written notice delivered in accordance herewith.
B. Any notice or document required or permitted to be delivered hereunder
shall be deemed to be delivered (whether or not actually received) when deposited in the United
States Mail, postage prepaid, Certified Mai(, Return Receipt Requested, addressed to the parties
hereto at the respective addresses set out opposite their names below, or at such other address as
they specify in the future by written notice delivered in accordance herewith.
LICENSOR:
Ken County Sheriff's Office
400 Clearwater Paseo Drive
Kerrville, Texas 78028
KTBS:
Advanced Tel-Com Systems
Corporation d/b/a Kerrville
Telephone Business Systems
955 Water Street
Kerrville, Texas 78028
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
ADVANCED TEL-COM SY TEMS
By:
James R. Hart
Vice President Business Systems
LICE OR
By:
Its d~
SSP/ATS/ng/rev. 3/04/98 - 4
EXI-IIBIT "A"
REVENUE SHARING AGREEMENT
Locations
Location Name Telephone Location
KERB COUNTY LAW ENFORCEMENT CENTER 400 Clearwater Paseo Dr /
Kerrville
Any additional locations may be added to Exhibit "A" upon agreement of both parties. Any and
all additions to Exhibit "A" must be signed by both parties hereof.
19 -Inmate Phones w/Volume Control
1 - 20 Channel Recorder w/40 Gig Harddrive
SSP/A'rS/ng/rev. 3/04/98 - 5
Exhibit "B"
Commission Rate Table
Reference: Paragraph 4 of KTBS Revenue Sharing Agreement.
Five (5) Year, Contract Rate Table
Receipts per Inmate Phone
Gross Profits Percentage Rate
$ 0.00- $ 99.00 0
$ 99.01- $ 125.00 20
$ 125.01- $ 150.00 30
$ 150.01- $ above 45
SSP/ATS/ng/rev. 3/04/98 - 6