Prison Phone Justice

CONFIDENTIAL

Global Tel*Link Corporation

GLOBAL TEL*LINK CORPORATION
12021 Sunset Hills Road. Ste 100
Reston. Virginia 20190
Tel. 703-955-3915
Fax 703-435-0980
Web http://www.globaltellink.com
INMATE TELEPHONE SERVICE AGREEMENT

This Inmate Telephone Service Agreement ("Agreement") is made by and between Global Tel'Link
Corporation, having its principal place of business at 12021 Sunset Hills Road, Reston, VA 20190
("Company") and Scott County, Iowa, with an address at 600 West 41" Street, Davenport, IA 52801
("Premise Provider").
WHEREAS, the Premise Provider previously entered into an Inmate Telephone, Inc. Vending Agreement
dated November 3, 2004, as amended, with Inmate Telephone, Inc. ("Original Agreement"). Upon
execution of this Agreement, the Original Agreement shall be automatically terminated.
1. Term. This Agreement shall be in effect for five (5) years, commencing on February 5, 2014.
Commission calculations shall begin as of the first date of documented operation and first call completion.
Unless either party notifies the other in writing of its intention not to renew this Agreement at least ninety
(90) days from the end of the original or any renewal term, this Agreement shall automatically renew for
consecutive three (3) year terms.

2. Equipment. This Agreement applies to the installation, management, operation and maintenance of
inmate telephones, enclosures, and related equipment furnished by the Company as listed on Exhibit A at
the time of execution of the Agreement or during the term of this Agreement, whether existing, newly
installed or renovated, located at: 600 West 4~ Street, Davenport, IA 52801 (Facility) and all other
facilities under the control of Premise Provider.
The term "Equipment" is defined herein as the inmate telephone set(s) and related equipment, including
but not limited to guard posts, concrete pads, mast poles, and site preparation. Where guard posts,
concrete pads, enclosures, pedestals, bumper pads, or other property of the Company are installed upon
the premises owned or controlled by Premise Provider or any of its agencies or affiliates, such property
shall remain in all respects that of the Company. The Company reserves the right to remove or relocate
equipment which is subjected to recurring vandalism or insufficient traffic and/or revenue to warrant the
continuation of service. The Company shall not exercise such a right of removal or relocation
unreasonably. The Company will notify the Premise Provider in writing of its intention to remove or
relocate prior to such action. Upon removal of equipment by the Company, the Company shall restore
said premise to its original condition, ordinary wear and tear excepted. However, the Company shall not
be liable for holes placed in walls, pillars, or floors or other conditions on the premises which resulted
from the proper installation of equipment described herein. The Premise Provider may not make
alterations or attachments to the Equipment provided under this agreement, unless otherwise mutually
agreed upon by all parties.

3. Services. At no cost to the Premise Provider, the Company shall provide all management services
necessary to implement this Agreement; and shall be responsible for furnishing, installing, repairing and
servicing the Equipment; the establishment (if and to the extent required by the Company) and
compliance with all tariffs and all rules, regulations, orders and policies of federal and state regulatory
authorities applicable to the payphone and automated operator services provided by the Company; the
establishment and maintenance of all billing and payment arrangements with the local and interexchange
carriers; the processing of all telephone call records; the performance (alone or through others) of all
validation, billing, outclearing and collection services; and the handling of all billing and other inquiries,

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Inmate Telephone Service Agreement

CONFIDENTIAL

Global Tel*Link Corporation

fraud control, and all other services essential to the performance of the Company's obligations under this
Agreement. The Company reserves the right to control unbillables, bad debt and fraud.
Compensation. Remuneration shall be forty-five percent (45%) of the gross revenue billed or prepaid for
all phones covered by this Agreement. Gross Revenue shall mean all revenue generated by every
completed local, intralata and interlata calls that are accepted by an end user and billed via a local
exchange carrier or prepaid to Company. Gross revenue on which monthly commission will be paid does
not include: (i) taxes and tax-related surcharges; (ii) credits; (iii) account transaction fees; (iv) interstate
calls and (v) any amount Company collects for, or pays to, third parties, including but not limited to
payments in support of statutory or regulatory programs mandated by governmental or quasigovernmental authorities, such as the Federal Universal Service Fee, and any costs incurred by
Company in connection with such programs. Payments shall be paid monthly. All commission payments
shall be considered final and binding upon the Premise Provider unless written objection is received by
the Company in accordance with Section 1Owithin sixty (60) days of receipt of commission payment by
the premise provider.
Company agrees to provide, at no cost, annual maintenance and support of its current offender
management system. Company agrees to provide to the Premise Provider, at no cost, all hardware,
software and training associated with the upgrade of the Inmate Telephone System (ITS). Company will
also provide to Premise provider, at no cost, any future ITS software upgrades and training.
Commission payments will be delivered to the address listed in this Section, which may be changed by
Premise Provider from time to time upon notice to Company in accordance with terms of the notice
provision of this Agreement.
Scott Coun~, Iowa
600 West 4 Street
Davenport, IA 52801
5. Rates. The telephone rate structure and surcharge rates shall not exceed the maximum rates as
authorized by the state's telecommunication regulatory authority and the Federal Communications
Commission (FCC). Any rate changes mandated by the state/local regulatory authority and/or the FCC
which adversely affect this Agreement shall entitle the Company to, at its option, renegotiate or cancel
this Agreement in accordance with Paragraph 18 below. Rates are attached to this Agreement as Exhibit
B.
6. Records & Confidentiality. The Company shall maintain records sufficient to permit proper
determination of funds due the Premise Provider. Such records shall be made available to the Premise
Provider for review upon request.
From the date this Agreement is signed by both parties until three (3) years after the expiration or earlier
termination of the Agreement, the parties shall keep confidential the terms of this Agreement and of the
response of Company to any request for proposal that led to this Agreement. Each party shall also keep
confidential any information it learns about the other's business or operations during its performance
under this Agreement. The parties may make disclosures to employees, shareholders, agents, attorneys
and accountants (collectively, "Agents") as required to perform their obligations hereunder, provided,
however, that the parties shall cause all Agents to honor the provisions of this Section. The parties may
also make disclosures as required by law as long as, before any disclosure, the party subject to the
disclosure requirement promptly notifies the other party of the requirement and allows the other party the
opportunity to oppose the disclosure. Neither party will be obligated to keep confidential the other's
information to the extent it was known to that party prior to the date of this Agreement without any
obligation or request for confidentiality, is or becomes publicly known through no wrongful act of the party,
is rightfully received from a third party who has no confidentiality obligation with respect to the
information, or is developed independently by the party (and this can be verified).

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Inmate Telephone Service Agreement

Global Tel*Link Corporation

CONFIDENTIAL

The revenue payment and reporting cycle will be a maximum of 45 days following the end of the previous
month. Both summary and detail reports will be provided. The original reports and payment will be mailed
directly to the Premise Provider. The following information will be provided for each location by telephone
number:
•
•
•
•

Total
Total
Type
Total

Calls
minutes of use
of call
usage revenue

7. Further Assurances. During the term of this Agreement, including any renewal period(s), Premise
Provider agrees to:
(a) Reasonably protect the Equipment against willful abuse and promptly report any damage, service
failure or hazardous conditions to the Company.
(b) Provide, at its expense, necessary power and power source, and provide suitable space,
accessible to the users.

(c) Permit reasonable access to its respective facilities without charge or prejudice to Company
employees or representatives, patrons, or consignees.
(d) Premise Provider represents and warrants that it has legal authority to enter into this Agreement
and to make all decisions concerning the providing of space and the installation and use of the
Equipment at the Facility; and agrees that during the term of this Agreement, including any
renewal period(s), the Company shall have the exclusive right to provide inmate and/or payphone
service at the Facility provided, however, that the Company may choose not to exercise this
exclusive right.

(e) During the term of this agreement, Premise Provider agrees it will not allow other pay telephones
or inmate telephones to either remain or be installed at the facility's property. This is to include
any additional inmate telephones required to facilitate Premise Provider's expansion at its present
or future location(s) during the term of this Agreement and any extensions of this Agreement.
(f) Stipulate that Company has no responsibility to advise Premise Provider with respect to any law,
regulation, or guideline that may govern or control telephone call recordation or monitoring by
Premise Provider, or compliance therewith. Premise Provider has its own legal counsel to advise
it concerning any and all such law, regulation, or guideline, and compliance therewith, and makes
its own determination on when and how to use the inmate call monitoring and recording
capabilities supplied through this Agreement. Company disclaims any responsibility to provide,
and in fact has not provided, Premise Provider any legal advice concerning such applicable law,
regulation, or guideline, or compliance therewith. Premise Provider agrees to indemnify, defend,
and hold Company harmless from any liability, claims, suits, proceedings, damages, costs, and
expenses (including attorney's fees) relating to any claims made against Company arising out of
failure of Premise Provider (or the Company at the direction of the Premise Provider) to comply
with such law, regulation or guideline.

(g) Acknowledge that all call detail records (CDRs) and call recordings contained in the inmate
telephone system equipment provided by Company to Premise Provider are the exclusive
property of the Premise Provider for the term of this Agreement and any resulting extensions of
this Agreement; provided, however, that Company shall have the right to use the CDRs and
recordings to respond to legal requests, to provide the services under this Agreement, and for
other lawful business purposes.

8.

Title. Title to Equipment hereunder shall be and at all times remain in the Company.

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Inmate Telephone Service Agreement

Global Tel*Link Corporation

CONFIDENTIAL

9. Relocation. Equipment shall not be disconnected or moved by Premise Provider from the location in
which it is installed. By agreement of all parties, installed Equipment may be relocated by the Company.
10. Notices. Any notice, demand, request, approval or other communication (a "notice") which, under the
terms of this Agreement or by law, must or may be given by either party, must be in writing, and must be
given by personally delivering or mailing the same by registered or certified mail, return receipt requested,
to the respective parties as follows:
To Company:
Global Tel'Link Corporation
12021 Sunset Hills Road
Suite 100
Reston, Virginia 20190
Phone: (703) 955-3915
Fax: (703) 435-0980
ATTN: Legal Department

To Premise Provider:
Scott County, Iowa
1
600 West 4 " Street

Davenport, IA 52801
Phone: (563) 326-8711
Fax: (563) 326-8266
ATTN: Sheriff

11. Governing Law. The construction, interpretation and performance of this agreement and all
transactions under it shall be governed by the domestic laws of the State of Iowa.
12. Indemnification & Consequential Damages. Each party shall indemnify the other from any loss,
cost, damage, expense, or liability arising out of the performance of this Agreement and caused, in whole
or in part, by the acts or omissions, negligence or fault, of the indemnifying party, except to the extent
such loss, cost, damage, expense, or liability arises from the acts of omissions, negligence or fault of the
other party; provided, however, that the Company shall not be liable for interruption of telephone service
from any cause.

Neither party hereunder shall be liable to the other for any consequential or indirect loss, including but not
limited to loss of profits, telephone or business interruption, howsoever caused and even if due to the
negligence, breach of contract or other fault of the respective parties. Company's liability under this
Contract shall in no event exceed the total Contract value or $500,000, whichever is lesser.
13. Risk of Loss. The Company and its insurers, if any, shall relieve Premise Provider of all risks of loss
or damage to the Equipment during the periods of transportation, installation and operation of the
Equipment. However, Premise Provider shall be responsible for loss or damage to Equipment in its
possession caused by fault or negligence of Premise Provider or its employees.
14. Default. In the event any party shall be in breach or default of any terms, conditions, or covenants of
this agreement and such breach or default shall continue for a period of thirty (30) days after the giving of
written notice thereof to any party by the other, then in addition to all other rights and remedies of law or
equity or otherwise, the offended party shall have the right to cancel this agreement without charge of
liability.
15. Assignment. This agreement shall inure to the benefit of and be binding upon the parties and their
respective successors and assigns, including any new administration or head of Premise Provider;
provided, however, that neither party shall assign this Agreement or any interest herein without the
other's prior written consent, except that the Company shall have the right to assign this Agreement or
any interest herein at any time to any parent, successor, subsidiary, or affiliate of the Company without
the consent of the Premise Provider.
16. Independent Contractor. The Company acknowledges that it is an independent contractor and that
nothing contained in this Agreement or the relationship of the parties is intended to or shall create a
partnership or joint venture or agency relationship of any kind between the parties. This agreement shall
not be constructed as a contract of agency or employment. Company shall be solely responsible and
liable for compliance with all laws, rules and regulations and payment of all wages, unemployment, social

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Inmate Telephone Service Agreement

Global Tel*Link Corporation

CONFIDENTIAL

security and other payroll taxes relating to Company's employees including contribution from such
persons, when required by law.
17. Solicitation. The Premise Provider acknowledges that no officer or employee of the Company has
been employed, induced, or directed by Premise Provider to solicit or secure this agreement with the
Company upon agreement, offer, understanding, or implication involving any form of remuneration
whatsoever. Premise Provider agrees, in the event of an allegation of substance (the determination of
which will be solely made by the Company) that there has been a violation hereof, Premise Provider will
cooperate in every reasonable manner with the Company in establishing whether the allegation is true.
Notwithstanding any provisions of this agreement to the contrary, if a violation of this provision is found to
have occurred and is deemed material by the Company, the Company may terminate this agreement.
18. Force Majeure. Neither party to this Agreement shall be responsible or liable to the other for delays
or inability to act or perform their obligations under this contract due to circumstances, events or acts of
others beyond their reasonable control, including, but not limited to, acts of God, fire, flood, storm,
hurricane, tornado, theft of equipment, or changes in regulatory rules or regulations affecting the·ability of
either party to reasonably carry out its obligations under this Agreement. It is agreed and understood that
this Agreement will be subject to termination by either party upon sixty (60) days notice to the other
should there be imposed upon Premise Provider or Company any rule or regulation by any state, federal
or local regulatory agency which would substantially adversely affect the operation of the equipment or
service provided hereunder.
19. Dispute Resolution. Premise Provider and Company agree that any disputes or claims arising under
this Agreement shall be resolved through alternative dispute resolution means in the following manner:

(a) Initially, the parties shall engage in non-binding mediation. Mediation shall be held in Reston,
Virginia, USA. The mediator shall be jointly appointed by the parties and shall have expertise in
commercial dispute resolution.
(b) In the event the dispute or claim is not satisfactorily resolved through mediation within ninety (90)
days of notice of such claim or dispute by a party, the parties agree to submit such dispute or
claim to binding arbitration. Arbitration shall be held in Reston, Virginia, USA. If Premise Provider
is a foreign (non-US) corporation and delivery of the goods under this agreement is to a foreign
(non-US) destination, then the commercial arbitration rules of the International Chamber of
Commerce shall apply. In all other instances the commercial arbitration rules of the American
Arbitration Association shall apply. Any judgment, decision or award by the arbitrators shall be
final and binding on the parties and may be enforced in any court having jurisdiction over a party
against whom any such judgment, decision or award is to be enforced. The parties specifically
and knowingly waive any rights under State or Federal constitutions or statutes which grant a
party the right to trial by jury for any claims that might arise under this agreement or which
purports to give a party the right to appeal an arbitrator's judgment, decision or award.

(c) The parties shall bear their own costs and expenses (including attorney's fees) for any mediation
or arbitration, unless otherwise directed by the mediator or arbitrator.
20. Survival. Upon the expiration or earlier termination of the term of this Agreement, the parties shall
have no further obligations to each other, except as specifically provided in a written agreement, duly
executed by the parties. Notwithstanding the foregoing, Sections 7(1), 8, 9, 11, and 12 shall survive the
expiration or earlier termination of this Agreement, and neither party will be released from any liability
arising from any breach or violation by that party of the terms of this Agreement prior to the expiration or
termination.
21. Entire Agreement. This Agreement constitutes the entire agreement between the Premise Provider
and the Company and supersedes all other agreements between the parties pertaining to the subject
matter hereof.

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Inmate Telephone Service Agreement

Global Tel*Link Corporation

CONFIDENTIAL

22. Amendment. No course of dealing between the parties, their employees, agents or representatives,
shall vary any of the terms hereof. This Agreement may be modified, amended, or supplemented only by
a written agreement executed by the parties.
23. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an
original, and all of which shall be one and the same contract.
24. PREA Company will comply with the Prison Rape Elimination Act (Federal Law 42 U.S.C.15601 ET.
Seq.), and with all applicable PREA Standards, Scott County Sheriff's Department Policies related to
PREA and Scott County Sheriff's Department Standards related to PREA for preventing, detecting,
monitoring, investigating, and eradicating any form of sexual abuse within Scott County Sheriff's
Department Facilities/Programs/Offices owned, operated or contracted. Company acknowledges that, in
addition to "self-monitoring requirements" Scott County Sheriff's Department will conduct announced or
unannounced, compliance monitoring to include "on-site" monitoring. Failure to comply with PREA,
including PREA Standards and Scott County Sheriff's Department Policies may result in termination of
the contract.
25. Hold Harmless Company, having acknowledged and received valuable consideration, does hereby
agree to indemnify, defend, and hold harmless Scott County, Iowa, and the Scott County Sheriff's Office,
and its employees, agents, officers and representatives, from any liability, indebtedness, or claim of any
kind or nature, arising from or related to collecting commission on local interstate phone calls.

(Signature Page Follows]

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Inmate Telephone Service Agreement

Global Tel* Link Corporation

CONFIDENTIAL

IN WITNESS W!REq F, the foregoing Agreement has been executed by the parties hereto, this
_
day of
2014.

WXJ.fC,r.1

Company

,

21

rh

Premise Provider

Global Tel*Link Corporation

Signature
Name: Jeffrey B. Haidinger
Title: President & COO

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I nmate Telephone Service Agreem ent

Global Tel*Link Corporation

CONFIDENTIAL

Exhibit A

Facility Name and Address:
Scott County, Iowa, 600 W. 4th Street, Davenport, Iowa 52801

Actual on-site equipment:
The installation of software and/or hardware on Company provided Equipment is not approved. System
conditions can change and become unstable with the addition of software other than that installed by the
Company. The Company does not warranty, troubleshoot, or maintain any system that contains software
installed by a third party. The Company assumes no liability for any data stored on the Equipment which
is not directly related to the Services provided under this Agreement. Company also does not furnish,
maintain or provide consumables for peripheral equipment associated with the Inmate Telephone
System. Consumables consist of items such as printer paper, cassette tapes, compact disks, etc.

List of On Site Equipment and Services of Company
1. ICMv Inmate Telephone Platform with online storage for 365 Days,
2. Nexidia® word search application
3. BNA
4. AdvancePay® prepaid calling options.
5. Prepaid Calling Cards to be sold thru Turnkey Commissary
6. PIN Interface to the existing OSI OMS System

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Inmate Telephone Service Agreement

Global Tel*Link Corporation

CONFIDENTIAL

Exhibit 8
Call Rates and Fees

Debit and Prepaid Call Rates and Duration
Call Type
Local, lnterlata,
lntralata, Interstate
International

Surcharge

Per Minute Rate

Call Duration

$0
$2.00

$0.20
$0.50

15 Minutes
15 Minutes

Surcharge

Per Minute Rate

Call Duration

$0
$2.00

$0.25
$0.50

15 Minutes
15 Minutes

Collect Call Rates
Call Type
Local, lnterlata,
lntralata, Interstate
International

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Inmate Telephone Service Agreement

Global Tel"' Link Corporation

CONFIDENTIAL

12021 Sunset Hills Road . Ste 100
Reston . V1rgin1a 20190
Tel
703-955 -3915
Fax
703-435-0980
Web http://www.globaltellink.com

LETTER OF AGENCY

TO WHOM IT MAY CONCERN :
WE HAVE ENTERED INTO AN AGREEMENT WITH GLOBAL TEL*LINK CORP., PRIVATE PAY
PHONE VENDOR, TO ACT AS OUR COMMUNICATIONS REPRESENTATIVE WITH:
- - -- - - -- - - - - - - - ( L OCAL EXCHANGE CARRIER)
FOR OUR TELECOMMUNICATIONS SERVICE LOCATED AT (EXACT ADDRESS(ES) OF JAIL
FACILITY(IES):

UNDER THE TERMS OF THIS AGREEMENT AND BY THIS LETTER, WE DO HEREBY AUTHORIZE
GLOBAL TEL*LINK CORP. TO DO THE FOLLOWING:
(X) REQUEST DISCONNECTION OF EXISTING COIN/INMATE TELEPHONES
(X) INSTALL PHONES ON THEIR OWN BEHALF
THIS A
ORIZATION D
? ES
W
EM ECESSARY

f

T PRECLUDE OUR ABILITY TO ACT IN OUR OWN BEHALF WHEN

~
AUTHORIZED SIGNATURE

Dennis Cf) naroL

BUSINESS TELEPHONE

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Inmate Telephone Service Agreement

AMENDMENT #1 TO AGREEMENT FOR CONIRACT SERVICES

THIS AMENDMENT 1 ("Amendment 1") dated as of the date signed by all the parties listed in
this preamble, shall amend and revise that certain Agreement for Contract Services (the
"Agreement''), entered into on March 27, 2014 by and between Global Tel*Link Corporation,
having its principal place of business at 12021 Sunset Hills Road, Reston, Virginia 20190
("Company''), and Scott County, a political subdivision of the State of Iowa, with an address of
600 West 4th Street, Davenport, Iowa 52801 ("County''). Company and County may be referred
to herein individually as the "Party'' or collectively as the "Parties." All capitalized terms not
defmed herein shall have the definitions set forth in the Agreement.
WHEREAS, the Parties have agreed to certain changes to the Agreement, as further
provided below.
NOW THEREFORE, in consideration of the promises and covenants set forth in this
amendment, and for good and valuable consideration, the sufficiency of which is acknowledged by the
Parties' signatures, the Parties agree as follows:

1.

The following replaces Exhibit B to Agreement for Contract Services:
Exhibit B
Scott County IA Call Rates
Debit and Prepaid Call Rates and Duration
Call'fYpe
Local*
lnterlata, lntralata,
Interstate
International

Surcban!e
$2.25

Per Minute Rate
$0.00

Call Duration
IS Minutes

so

$0.20
$0.50

15 Minutes
15 Minutes

Surcba"'e
$2.25

Per Minute Rate

Call Duration
15Mlnutes

so

S0.25

15 Minutes
15 Minutes

$2.00
Colleet Call Rates

CaUTvne
Local*
lnterlata, lntralata,
Interstate
lnternational

$2.00

so.oo

so.so

*Local Calls are a Flat Rate of $2.25 plus tax= $2.40

2.

Except as set forth above, there are no other revisions or amendments to the Agreement or to the
obligations of Company or County.

3.

In the event of any inconsistencies between the terms and conditions contained in the Agreement
and the terms and conditions contained herein, the terms and conditions contained herein shall
control.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed this
Amendment as of the last date provided below.

Title: Sheriff

Date:~/ 9,A'y

2