Prison Phone Justice

MASTER SERVICES AGREEMENT

This Master Services Agreement (hereinafter "Agreement") is made and entered into this 13 day
of January. 2015 by and between Montgomery County Juvenile Court ("Detention Services") of
the one part and Pay Tel Communications, Inc., a Nprth Carolina Corporation ("Pay Tel") of the
other part,
·
WHEREAS, Customer and Pay Tel desire to enter into a long term relationship pursuant to
which Pay Tel will act as the exclusive agent and provider to Customer of certain equipment and
services including the inmate telecommunications equipment set forth in Exhibit A (hereinafter
sometimes "Services"); and
WHEREAS, Customer understands the financial commitment on the part of Pay Tel in providing
and installing equipment associated with such Services and Customer agrees to cooperate and
assist Pay Tel as set forth below.
NOW THEREFORE, in consideration of the mutual promises and obligations hereunder, the
parties to this Agreement do hereby agree as follows:
1.0 AUTHORITY TO CONTRACT

1.1
Customer warrants that the person(s) signing thJ Agreement has/have obtained the
requisite authority to authorize them to bind the entity hav1ng jurisdiction over the Premises and
this authority is sufficient to bind Customer to agreements of the size and nature of this
Agreement.

1.2
Customer further wruTants that the person(s) signing this Agreement has/have the right to
license the use of the Premises in accordance with the provision of this Agreement.
2.0 LOCATION

2.1
This Agreement is for Services at or connected to the premises at the location or locations
described in Exhibit B attached hereto (the "Premises") except as set forth below.

3.0 TERM
3. I
The term of the Agreement shall commence upon the commencement of Services and
shall continue for a period of five (5) years from that date. This Agreement shall be
automatically renewed for successive two year (2) year terms unless written notice of intent to
terminate is given by either party no more than 120 days and not less than 60 days prior to the
expiration of the then ctment term. Such notice shall be given in strict conformance with
Paragraph 9 .1 below.
3.2
During the original or any renewed term of this Agreement, Customer shall not allow any
other party the right to supply the same or similar Services at the Premises. In addition,
Customer acknowledges and agrees during the original or any renewed term of this Agreement
that if Customer commences operations at any location other than the Premises described herein,
Pay Tel shall have the exclusive right to provide Services at such new location(s) in accordance
with the terms and conditions of this Agreement.
3.3
In connection with the provision of Services, Pay Tel shall have the exclusive right
during the original or renewed term of this Agreement, to act as agent for the Customer solely
with respect to the implementation of Services at the Premises to provide, for exan1ple,

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telecommunications services. In this regard, Customer agrees that it will not authorize any party
other than Pay Tel to act as its agent for the purposes of negotiating, obtaining, renewing, or
terminating contracts or agreements relating to the installation, operation and provision of
Services at the Premises.
4.0 COMMISSIONS

4.1

For purposes of commission calculations, Customer will not be responsible for any losses
due to fraudulent calls. However, Customer agrees to assist Pay Tel in efforts to prevent losses
and fraud and further agrees to aid in the prosecution of any perpetrators of fraudulent calls
whether such perpetrators are inside or outside the Premises.
4.2
Pay Tel will make commission payments as set forth in Exhibit C. This Exhibit will be
modified as but only to the extent there is a material change in the operation of the facility or the
use of Services by the inmates. With regard to modifications, customer understands and agrees
that material changes are not anticipated and that adjustments will be made if such material
changes are either caused or allowed to occur by Customer.
4.3
Any commission contained in this Agreement is based on information provided by
customer as well as the continued cooperation of customer and customer vendors whose services
affect Pay Tel's ability to earn revenue for Customer and P.;t:)! Tel. The following list provides
examples of items that can affect the generation of revenue ·.for Customer and Pay Tel,
I. A sustained reduction in Inmate population.
·
2. Customer restriction of access to Pay Tel equipment and services during normal awake
hours (except for temporary restrictions imposed for security or disciplinary purposes.)
3. Customer restriction of Pay Tel's ability to provide collect, pre-paid collect and debit or
prepaid card calls.
4. Inte1ference or lack of cooperation by Customer-selected vendors such as the Jail
Management Software and/or Commissary companies that inhibit Pay Tel 's ability to
commence or fully implement the installation of its equipment or provision of services to
enable real-time transfer of money for the purpose of debit calling,
5. The existence or implementation by Customer of alternative communication services that
reduce the demand by inmates for Pay Tel's equipment and calling services, and
6. Any other action by Customer or Customer-selected vendors that unreasonably impede
the use of Pay Tel equipment and Services by Inmates.
Customer understands and agrees that these or similar events may constitute material changes in
the operation of the Premises and the information upon which Pay Tel reasonably relied in
setting the commission percentage. In the event of a material change, Pay Tel and Customer
will work together to reach a pro-rated adjustment to the commission percentage.

5.0 COOPERATIVE PURCHASING

Other County Boards, Sheriffs Offices, Regional Jail Authorities or Corrections Departments
within the state of Ohio ("Similar Parties") may desire to obtain services as generally described
in this agreement and may award a contract to Pay Tel. Pay Tel agrees to provide equivalent
services to these Similar Parties. Exact terms may be adjusted as necessary to meet the unique
requirements of each organization.

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6.0 EQUIPMENT AND SERVICES PROVIDED BY PAY TEL

6.1
Pay Tel will provide, install and operate equipment at the Premises necessary to provide
the Services set forth in Exhibit A attached hereto.
6.2
The placement of any equipment to be provided at the Premises will be determined by
Pay Tel in consultation with the Customer and may be adjusted as necessary.
6.3
In the event that Pay Tel provides limited free call services, such services are to be
afforded only for the limited purpose of calls to approved entities and in approved locations such
as in the intake or holding area. Under no circumstances should free calls be allowed for any
other purpose such as the allowance of inmate personal calls after the inmate booking process,
except as required by law or ordinance. Paragraph 4.3 is incorporated into this paragraph by
reference.
6.4
The parties aclmowledge that the Agreement is subject to the provisions of governing
state and federal law and regulations, and Pay Tel agrees to provide Services in full compliance
with all applicable rules and regulations of the Federal Communications Commission and any
applicable State regulatory agency. In the event that such laws or regulations conflict with or are
inconsistent with the terms of this Agreement, the provisions of applicable law shall control and
supersede the contrary provisions of this Agreement. Pay Tc:;l will provide twenty (20) days prior
written notice of any such required changes which sha¢ be deemed incorporated into this
Agreement by reference unless objected to in writing by Customer within twenty (20) days after
receipt of notice, in which case Customer's objection will be resolved by application of the
dispute resolution provision of Section 8.2.
6.5

All Services will be provided by Pay Tel at its expense.

6.6
Customer hereby authorizes Pay Tel to contact the local telephone company and any
other necessary provider to facilitate the provision of Pay Tel Services. Customer will provide
space and necessary utilities, including a dedicated 24-hour 120 volt electrical service line, to
support the provision of Services. Pay Tel shall pay all charges imposed by any telephone
company with respect to the Services.
6.7
Customer hereby grants to Pay Tel the exclusive right and authority to the extent
necessary to contract with a long distance carrier to handle inmate long distance calls at the
Premises. Pay Tel agrees to charge operator assisted rates for inmate phone calls that are equal
to or less than the tariffed rates regulated by the Federal Communications Commission and any
similar State agency.
6.8
Any equipment provided by Pay Tel hereunder associated with the operation of the
Services is agreed by Customer to be the personal property of Pay Tel and not fixtures, and it is
the express intention of both Customer and Pay Tel that such equipment is and shall continue to
be personal property of Pay Tel. All equipment installed by Pay Tel at the Premises shall remain
the property of Pay Tel. Upon termination of this Agreement for any reason including, without
limitation, termination of this Agreement pursuant to Paragraph 8.1 hereof, Pay Tel shall have
the absolute right to enter upon the Premises at any reasonable time to remove its equipment.
Pay Tel shall repair any and all damage to the Premises by reason of removal of Pay Tel's
equipment.
6.9
Pay Tel agrees to maintain its equipment in good operating condition, as further
described in Exhibit D, herein. In order to do so, Pay Tel shall have the right during normal
business hams to enter the Premises to perform necessary maintenance and repairs as well as for
purposes of inventory control. To assist Pay Tel, Customer agrees promptly to notify Pay Tel of
any malfunctions or loss of equipment.
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6.10 Nothing herein shall require or obligate Pay Tel to perform maintenance or repairs to
equipment that Pay Tel does not install or separately agree to repair or maintain.
6.11 Pay Tel agrees that its equipment will conform with all applicable local, state and federal
requirements concerning the provision of Services to those with disabilities as defined by the
Americans With Disabilities Act (hereinafter the "ADA"). Customer shall cooperate with Pay
Tel to ensure compliance with all access requirenients contained in applicable local, state and
federal regulations relating to those with disabilities as defined in the ADA.

7.0 LIMITED LICENSE
This Agreement, among other things, applies to the provision of inmate telecommunications
services including telephone calls and emails. Services generally include the monitoring,
recording and archiving of calls and emails for use by law enforcement officials in accordance
with all applicable laws. In order to allow such services, Customer hereby grants to Pay Tel a
limited license to act under authority of Customer. Whether or not any call, email or other
electronic information ("Electronic Data") is in Pay Tel' s custody or control for any period of
time, such custody and/or control shall be deemed under the authority of Customer' s law
enforcement personnel and any direction from Customer w,ith respect to such Electronic Data to
Pay Tel shall be done under a limited license to provide such data to law enforcement officials or
to use for legitimate business purposes. Pursuant to this Agreement, Customer grants to Pay Tel
a perpetual limited license to a) comply with requests submitted to Pay Tel by any representative
of Customer; b) disclose electronic data or physical forms of such data to Customer's
representatives; c) utilize such data in order to perform functions necessary to provide Services;
d) monitor such data to prevent fraud; e) monitor such data for equipment quality control and
maintenance purposes; f) use the data in connection with legitimate business purposes; and g)
Pay Tel will notify Customer's designated administrative contact of any requests to Pay Tel from
Law enforcement or other authorities as soon as is practically possible.

8.0 TERMINATION

8.1

Customer may terminate this Agreement only in the event that Pay Tel materially fails to
perform its obligations under this Agreement. Customer shall be required to give written notice
to Pay Tel of said failure in strict conformance with Paragraph 9.1 and Pay Tel shall have a
minimum of thirty (30) business days to cure such alleged default. Notwithstanding this thirty
(30) day cure provision, this period shall be extended for an additional ninety (90) days if such
cure has begun and is being diligently pursued but cannot reasonably be effected within the
initial thirty (30) day period.
8.2
In addition to disputes arising under Section 6.4, in the event that any state or federal
legislative, regulatory, judicial or other legal action (a) materially affects any terms of this
Agreement or the ability of Pay Tel to perform any terms of this Agreement, or (b) would make
Pay Tel' s compliance with its obligations under this Agreement, in Pay Tel's reasonable
judgment, no longer economical or feasible, Pay Tel may provide written notice of such facts to
Detention Services and the parties shall renegotiate in good faith such mutually acceptable new
terms as may be required. In the event negotiations are not resolved within forty-five (45) days
of notice, either party may submit the dispute for resolution pursuant to the dispute resolution
provisions of this Agreement or alternatively, Pay Tel may tern1inate this agreement on thirty
(30) days' notice to Detention Services.
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9.0 SUCCESSORS IN INTEREST
9 .1
Customer agrees that Pay Tel shall have the right to assign this Agreement and that Pay
Tel shall have the right to grant a security interest in this Agreement and in any of Pay Tel's
equipment on the Premises including any and all telephones and their enclosures and/or
pedestals, or other equipment associated with Pay Tel's Services. This Agreement shall be
binding upon the successors and assignees of both Customer and Pay Tel, including, without
limitation, any financial institution providing financial accommodations to Customer or Pay Tel.

10.0 MISCELLANEOUS PROVISIONS
10.1 All notices required to be given under this Agreement and the attached exhibits shall be
sent to Pay Tel and to Customer addressed as shown on the signature page of this Agreement.
Notices shall be sent by certified mail, return receipt requested. The date of receipt shall be
deemed to be the date of giving such notice.
10.2 This written document, including Exhibit A, Exhibit B, Exhibit C, and Exhibit D shall
constitute the entire understanding of the parties and all prior agreements and understandings are
merged herein. This Agreement shall not be modified, ch~ged or altered in any respect except
in writing signed by Customer and Pay Tel.
·
10.3

This Agreement shall be construed in accordance with the laws of the State of Ohio.

10.4 In the event that any paragraph or part of the agreement is held to be void or
unenforceable under any law or regulation, all other paragraphs and subparagraphs hereof shall
be deemed severable and remain in full force and effect.
10.5 The plural number as used herein shall equally include the singular and the masculine,
feminine, and neuter genders are interchangeable as required by context.
10.6 Any and all claims or disputes arising out of or relating to this Agreement or the breach
thereof shall be decided by binding arbitration in accordance with the commercial rules
governing arbitration of the American Arbitration Association. Venue for such arbitration shall
be Greensboro, North Carolina unless otherwise agreed by the parties. At the conclusion of this
arbitration, the award may be confirmed by order of any court having jurisdiction over the
parties.

11.0 LIMITATION OF LIABILITY
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, PAY TEL SHALL
NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF ANY CAUSE OR CIRCUMSTANCE INCLUDING
WITHOUT LIMITATION, LOSS OR CORRUPTION OF ELECTRONIC INFORMATION
DUE TO BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER FAULT OR
CIRCUMSTANCE. FURTHERMORE, PAY TEL'S LIABILITY FOR DIRECT DAMAGES
SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS OTHERWISE DUE
CUSTOMER DURING THE PERIOD IN QUESTION OR THE PRECEDING ONE YEAR
PERIOD, WHICHEVER IS SHORTER.

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This Agreement entered into as of the day and year first written above.
MONTGOMERY COUNTY JUVENILE
COURT

PAY TEL COMMUNICATIONS, INC.:

B :.------,L._,fA_A_rn___:.C.S
__
l)_._U;_t£:-_~__ (Printed)
uthorized Agent for Customer
Date:

C.ovR.'t
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By:

Vincent Townsend

(Printed)

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Date:

A t t e s t ~ ~ ~ ~<

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Attest:~\[!l~
Account Representative:

m·1~ ~\'Of\'21._,""<\

Address: 380 West Second Street
Dayton. Ohio 45422

Address: Post Office Box 81 79
Greensboro, North Carolina 27419

Phone: C/J7- 2-2-5' --- '-I- 2-<;.. 2..
Fax:_ _,L
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Phone) 336-852-7419
Fax:
336-346-1127

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EXHIBIT A
INMATE TELEPHONE SERVICE & EQUIPMENT
NOTE: Exact quantities will be finalized following award and a thorough site survey.
System Equipment Summary
Pay Tel Centralized Inmate Telephone System sized to support:
• Fully Automated Collect, Prepaid Collect and Debit Calling Options
• 12 Stainless Steel Inmate Telephone Instruments
• Telecommunications Device for the Deaf as needed to meet facility and ADA
requirements
• Secure Access to ITS from County PCs and/or Laptops
• Sufficient redundant storage capacity to support 7 years of call detail records and
recordings and 2 years of recordings
Site Equipment Listing (Quantities to be confirmed following site survey):
• Half size two post Equipment Racks
• Adtran TA-924 Communications Gateways
• Cisco ASA-5505 Adaptive Security Appliances
• Netgear JG5524 Ethernet Switches
• PC Smart-UPS 1500AV Uninterruptable Power Supplies
• 12 Stainless Steel Inmate Telephones with mounting plates
• Telephone Punch Down Blocks
• Cisco 2801 Integrated T-1 Services Router(s)
• I Minicom IV TDD Unit

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EXHIBIT B

PROPERTY DESCRIPTION
The Premises which is the subject of this Agreement:
Montgomery County Juvenile Court Detention Center
380 West Second Street
Dayton, Ohio 45422

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EXHIBIT C

RATES AND COMMISSIONS
Rates apply to Collect, Prepaid Collect and Debit/Debit Card Calls
Unless Otherwise Noted Below

~~~] ~i~:l
Local

$1.85

$0.15

20%

lntraLATA

$1.85

$0.15

20%

lnterLATA

$1.85

$0.15

20%

Interstate

$0.00

$0.25 Collect
$0.21 Prepaid &
Debit

NIA

International
IO-Digits

$0.00

$0.25 Coll et
$0.21 Prepaid &
Debit

NIA

International
Mexico

$0.00

$0.75

NIA

International
Other

$0.00

$0.95

NIA

20%
*In compliance with FCC regulations, commissions are paid only on calls placed within the state.

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EXHIBITD

SERVICE COMMITMENT
Pay Tel will use its best efforts to satisfy its customer and will operate generally in accordance
with the following:
Preventative Maintenance
Pay Tel commits to a proactive approach to service and support, including quarterly visits for
preventative maintenance and routine repairs of phone instruments. If a service call is initiated
prior to a scheduled site visit, the local technician may opt to perform preventative maintenance
while on site following the repair activity.
Service Ticket Module Access
Including the ability to:
a. Open a new ticket
b. View status of open tickets
c. View historical ticket information

Local Representati~p
All local technicians utilized for this project will be trairfed by Pay Tel and certified to
perfonn all potential repairs associated with the proposed inmate telephone service.
On-Site Inventory of Spare Equipment
Pay Tel will provide and maintain on-site inventory of spare components to minimize the
time to repair. Where possible, rack mounted spares will be pre-installed and ready to be
swapped in the event of component failure.

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Service Response Commitment
PAY TEL SERVICE ACTION LEVELS
ROUTINE TELEPHONE INSTRUMENT REPAIR COMMITMENT
Level

Definition

Commitment

Minor Telephone
Repair

Less than 20% of the phones in any given
living unit or pod are in need of repair

Major Telephone
Repair

20% or more of the phones in any given
living unit or pod are in need ofrepair

Repair to be performed during next
scheduled Preventative Maintenance (PM)
Visit or as requested by Facility point-ofcontact
Repair to be performed during special
scheduled visit as requested by Facility
point-of-contact**

** Pay Tel reserves the option to combine specially scheduled Major Telephone Repair visits with upcoming
preventative maintenance activity planned/or later the same week.

The following chart outlines the three Service Level Agreements for System Service Outages. Preventative
Maintenance and Routine Phone Repair Commitments are addressed in a separate chart.

PAY TEL SERVICE ACTION LEVELS for ITS SYSTEM SERVICE OUT AGE
Level
ALL

I -Minor

Definition
ALL Issues

Less than I 0% of
the system is not
responding

Time-Line
< 15 Minutes

c !rnmitment
Initial Response: to generate
trouble ticket

No Later than Next
Business Day

Assess Issue & Assign Severity
Level
Follow-up Response: Diagnose
problem, determine course of
action and engage necessary
resources

No Later than Next
Business Day

On-site Commitment (when
needed)

< 2 Hours

Notification
Intervals

2 Hours
6 Hours
12 Hours
Next Business Day

Corrective Action Expectation
2- Serious

Between 10%
and 25% of the
system is not
responding

< I Hour
< 12 Hours
<12 Hours
< I week

Follow up Response: Diagnose
problem, determine course of
action and engage necessary
resources

30 Minutes,
2 Hours
4 Hours
12 Hours

On-site Commitment (when
needed)
Corrective Action Expectation

3 - Major

Over 25% of the
system is not
responding

< 30 Minutes

<41-Iours
<4 Hours
< I week

Post-event Report & action
plan to avoid future issues of this
kind (if aoolicable)
Follow up Response: Diagnose
problem, determine course of
action and engage necessary
resources
On-site Commitment (when
needed)

30 Minutes
45 Minutes
2 Hours
4 Hours

Corrective Action Expectation
Post-event Report & action
plan to avo id future issues of this
kind (if applicable)
Note: On-site commitments may be adjusted as agreed or required by the designated County Contact.
(All times noted are meas11redfro111 the time an iss11e is reported.)
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OPERATIONS CENTER PREVENTATIVE MAINTENANCE COMMITMENT

Routine Maintenance is the proactive work to address service enhancements, architecture modifications,
infrastructure upgrades, and equipment replacement or reconfiguration.
Pay Tel will make every attempt to perform server mainten~nce at Pay Tel's corporate data center and disaster
recovery site during our normal maintenance window of I am thru 6am EST. If server maintenance will result in
system downtime, facilities will be notified via a bulletin on the Administrator interface with a minimum of24 hours
notice under normal circumstances.
Pay Tel's Inmate Telephone Service System (ITS) has been designed to minimize service intenuption and ensure a cmrier
class level of uptime. Through the use of24/7 monitoring of all critical systems to the utilization of redundant equipment
at every layer Pay Tel strives to provide a 99.999% service level to all of our customers.
Pay Tel commits to a proactive approach to service and support, including one visit per quarter for preventative
maintenance and routine repairs of phone instruments. If a service call is initiated prior to a scheduled site visit, the
local technician may opt to perform preventative maintenance while on site following the repair activity.
ON-SITE PREVENTATIVE MAINTENANCE COMMITMENT
Item

Description

Commitment

Preventative
Maintenance

Pay Tel will schedule a Prevent.~ ve
Maintenance (PM) Visit to the S e a
minimum of once per quarter to complete any
open phone repairs and to inspect inmate
telephones and related equipment as outlined
in Pay Tel's Preventative Maintenance
Checklist.

Scheduled PM Visit
(minimum) once per
quarter

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