20051121_1393.pdf

DECISION MEMORANDUM
TO:CO MMISSI 0 NER KJELLAND ER
COMMISSIONER SMITH
COMMISSIONER HANSEN
COMMISSION SECRETARY
LEGAL
WORKING FILE
FROM:GRACE SEAMAN
DATE:NOVEMBER 18, 2005
RE:TELECOMMUNICATIONS RELAY SERVICE AGREEMENT
BETWEEN THE TRS ADMINISTRATOR AND HAMILTON
TELECOMMUNICATIONS; CASE NO. GNR-05-08.
BACKGROUND
On October 14 2005 , the Commission approved the recommendations of the
Telecommunications Relay Services (TRS) Advisory Committee and the TRS Administrator to
award the TRS service provider Request for Proposal (RFP) to Hamilton Telecommunications
(Hamilton). The Commission directed the Administrator to negotiate a new three-year contract
with the option of two one-year extensions. The TRS Administrator was directed to proceed
with negotiations to secure a contract before the current contract's expiration date of December
, 2005. The TRS agreement between Hamilton and the TRS Administrator was finalized on
November 17 , 2005. Idaho Code 9 61-1303(1)(b)(vi), requires Commission approval of the
contract between the TRS Administrator and Hamilton. Therefore, the TRS service provider
agreement is presented to the Commission for approval without the attachments Exhibit A
(Request for Proposal) and Exhibit B (Hamilton s RFP response). The agreement is attached for
your reVIew.
STAFF REVIEW
Staff and Legal have reviewed the TRS service agreement and find that the terms and
conditions ofthe agreement are in compliance with the TRS RFP and Hamilton s RFP response.
The Staff believes the agreement to be reasonable and in the public interest. Therefore, Staff
DECISION MEMORANDUM - 1 -NOVEMBER 18 , 2005
recommends Commission approval of the three-year TRS service agreement with the option for
two additional one-year extensions. The effective date of the agreement is December 1 , 2005.
COMMISSION DECISION
Does the Commission approve the TRS service agreement between the Administrator and
Hamilton with an effective date of December 1 , 2005?
~~
Grace Seaman
udmemos/2005 trs contract approval
DECISION MEMORANDUM - 2 -NOVEMBER 18, 2005
IDAHO TELECOMMUNICATIONS RELAY SERVICE
AGREEMENT
7/1This Agreement is made and entered into on this II day of November, 2005, by and
between Hamilton Telephone Company d/b/a Hamilton Telecommunications, (hereinafter
referred to as the "Relay Service Provider ) and the Idaho Telephone Relay Service, (hereinafter
referred to as the "Administrator
WHEREAS, the Idaho Legislature has directed the Idaho Public Utilities Commission to
establish a statewide telecommunications relay service for the deaf, hearing and/or speech
impaired population of the State ofldaho.
WHEREAS, the Commission has approved the selection of Robert D. Dunbar as the
Idaho TRS Administrator (hereinafter referred to as the "Administrator ) and the Hamilton
Telecommunications as the Relay Service Provider.
THEREFORE, the Administrator and the Relay Service Provider enter into the following
contract.
Section 1
The Fund
1.1 Receipt of Funds.The Administrator shall act as custodian under the terms of this
Agreement for monies received for the provision of the relay service. There is hereby created the
Idaho Telephone Relay System Fund. The Relay System Fund shall be used to provide a
statewide relay service.
1.2 Maintenance of Records. The Administrator shall maintain records and books of account
relating to the relay service which shall record the receipt of monies; disbursements to the Relay
Service Provider, including a statement ofthe call volume as reported by the Relay Service
Provider and a copy of the Relay Service Provider s invoice; disbursements, receipts and income
relating to investment of the Relay Service Fund proceeds; and any other relevant matters.
1.3 Report to Administrator.All records and reports specified in the Request for Proposal
shall be provided to the Administrator within fifteen (15) days ofthe end of each month. The
Administrator may request call volumes on a more frequent basis than once a month. The Relay
Service Provider shall provide an annual statement on the status of the relay service, including a
statement for each month of the preceding twelve (12) month period.
1.4 Incorporating the Request for Proposal.This Agreement incorporates the Request for
Proposal, Exhibit "A" and the Proposal submitted by the Hamilton Telecommunications, Exhibit
. This Agreement, the Request for Proposal and the Proposal represent the complete and
entire understanding between the parties hereto. There are no promises, representations
conditions, warranties or other agreements, express or implied, oral or written, made or relied
upon, except those contained herein.
Section 2
Relav Service Provider s Compensation
Disbursement of Funds. The Relay Service Provider shall deliver to the Administrator
no more frequently than monthly, a statement of the monthly invoice including the actual call
volume handled by the relay service center, and pursuant to the Request for Proposal, an invoice
for relay services. Within thirty (30) days of receipt of the monthly invoice, the Administrator
shall disburse from the Relay System Fund amounts necessary to pay such invoice.
2.2 Shortage of Funds. Ifno funds are available to the Administrator for the purpose of
paying for Relay Service Provider, this Agreement shall terminate at the election in writing of
either party thereto.
Compensation.The Relay Service Provider shall be entitled to receive compensation for
services rendered hereunder at the rate of $1.31 per conversation minute (in accordance with the
price quotation section) of Hamilton Telecommunications' Proposal.
Section 3
Miscellaneous
Term of Agreement.This Agreement shall have an initial term of three years beginning
December 2005 and ending November 30, 2008. This Agreement shall automatically renew
for two additional one-year terms unless either party has given written notice of its desire to
terminate the Agreement on or before June 1 2008. Renewal of the Agreement may be at
different prices, terms and conditions than the initial three-year term.
3.2 Governing Law.This Agreement is made under and in accordance with, and shall be
governed by, the laws of the State ofldaho.
Compliance With Laws.The parties at all times shall comply with any applicable federal
state and municipal laws, regulations and rules, including the obtaining and continuance of any
governmental approvals, consents, authorization, certificates and/or licenses as may be necessary
to carry out the purposes of this Agreement. The parties hereto recognize that this Agreement
must be approved by the Idaho Public Utilities Commission before it becomes effective. Any
subsequent modification, amendment or other revision hereto is effective only upon receipt of the
express, written approval of the Administrator and Commission.
3.4 Penalty.Hamilton Telecommunications will be required to implement service by
December 1 2005. The actual damages to the Idaho TRS for any delay will be difficult or
impossible to determine. Therefore, in lieu of damages, Hamilton Telecommunications shall pay
to the Idaho TRS as fixed, agreed and liquidated damages for each ca:Iendar day of the delay, the
amount of One Thousand Dollars ($1 000.00) per day, up to a maximum ofthirty (30) days.
Should Hamilton Telecommunications be unable to complete the installation at the end ofthe
thirty (30) day period, the Idaho TRS may treat the contract as breached, terminate the contract
and seek such additional relief as provided by law. Hamilton Telecommunications shall not be
charged for liquidated damages when the delay arises out of causes beyond the control and
without the fault or negligence of Hamilton Telecommunications. If the Administrator or
Commission changes the date for its own convenience, adjustments to the bid price will be
allowed so the Hamilton Telecommunications is able to recover any additional costs.
New FCC Requirements.Hamilton Telecommunications will comply with all applicable
state and federal laws and regulations governing the provision of TRS Service. In the event that
the regulations governing the provision ofTRS are modified by the Federal Communications
Commission or the Idaho Public Utilities Commission during the Term of this Agreement, the
Relay Service Provider will meet those requirements provided there is an adjustment in the per-
minute price commensurate with the cost of the modifications required.
IN WITNESS THEREOF, the Hamilton Telecommunications, and the Idaho Public
Utilities Commission, intending to be legally bound, have caused this Agreement to be executed
by their duly authorized officers, by signature below as oftoday s date.
IDAHO TRS ADMINISTRATOR
By:
~#
ROBERTD. DUNBAR
Date:II~lkr
RELA Y SYSTEM PROVIDER
HAMILTON TELECOMMUNICA nONS
~M'" A-C '4'"
10HN NELSON, Vice President of Operations
Date:Ii he; l DC;