Prison Phone Justice

First Amendment to
Agreement for Inmate Telephone Services System
Between
Telmate LLC and Vanderburgh County
TIDS FIRST AMENDMENT (hereinafter "Amendment") is made and entered into on May
2016 ("Effective Date") by and between Vanderburgh County Sheriff's Office
("Customer"), with a business address at 3500 North Harlan Avenue, Evansville, Indiana 47711,
and Telmate LLC. ("Telmate"), with its principal place of business at 655 Montgomery Street
18th Floor, San Francisco, California 94111. Customer and Telmate may herein be collectively
referred to as the "Parties" or individually as a "Party."

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Recitals

Whereas, Customer and Telmate entered into an Agreement for Inmate Telephone Services
System dated September 15, 2015 ("Agreement"), whereby Telmate was obligated to perform
certain inmate telephone services at Customer's Facility(s);
Whereas, Customer and Telmate entered into a Memorandum of Understanding on September 1,
2015 ("MOU"), whereby Customer agreed to allow Telmate to rent out wall space and wiring
within Customer's facility(s);

. Whereas, the Parties wish to further modify certain terms in the Agreement and MOU following
recent changes imposed by the Federal Communications Commission ("FCC"), and to continue
the remaining terms in full force and effect.

Now therefore, intending to be bound, the Parties hereto agree as follows:
1. Section 8 of the Agreement, "Commissions," is hereby deleted in its entirety, retitled as
"Facility Support Fees and Payments," and replaced with the following:
a

Facility Support Fees. On or before June 20, 2016, Telmate will implement a
system to collect a facility support fee of six cents ($0.06) per minute on specific
telephony calls serviced by Telmate. The facility support fee will be added on a
per minute basis for Local, IntraLATA, InterLATA, and other applicable call
types designated by Telmate. Additionally, the Facility Support Fee shall be
added to each voicemail call. Such facility support fees will be collected by
Telmate and remitted to Customer without deductions.

b. Technology Grant. In addition to the Facility Support Fee, Telmate shall provide
the Vanderburgh County Sheriff's Department, Technology and Equipment Fund
a monthly technology grant in the amount of fourteen thousand dollars ($14,000).
A data report shall accompany each monthly grant payment. The payment shall be
payable on the 30th of each month ("Payment Date") for the preceding month's
data volume and shall be made payable to Vanderburgh County 3500 North
Harlan Avenue, Evansville, Indiana 47711.

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c. Non-Video Visitation Inmate Tablet Use. Telmate will provide Customer a
monthly payment equal to twenty-five percent (25%) of Telmate's the gross
revenue derived from its exclusive non-video visitation Tablet and messaging
services, contingent upon a minimum of eighty percent (80%) of Customer's
inmates having reasonable access to the Tablets.
d. Upon ten (10) days from the receipt of notice from Tel.mate to Customer, any or
all facility support fees or payments under this section may be modified or
terminated by mutual agreement ifTelmate determines such fees or payments are
impermissible under federal, state or local laws.
2. The Calling Rates chart under the Inmate Telephone Call Rates section in Exhibit A of
the Agreement, "Rates and Fees," is hereby deleted in its entirety and replaced with the
following:

i. The call rate for all Non-Interstate Prepaid Calls will be $0.18 per minute.
11. The call rate for all Non-Interstate Collect Calls will be $0.18 per minute.
iii. The call rate for Interstate Prepaid Calls will be $0.21 per minute.
iv. The call rate for Interstate Collect Calls will be $0.25 per minute.
v. The call rate for International Call will be $0.75 per minute.

3. The Deposit Fees chart in Exhibit A of the Agreement, "Rates and Fees" is hereby
deleted in its entirety and replaced with the following:
1. The fees for Cash Prepaid Deposit via Kiosk will be $3.00 per transaction.
ii. The fees for Credit Prepaid Deposit via Kiosk will be $3.00 per transaction.
iii. The fees for Live Operator Assisted Prepaid Deposits will be $5.95 per
transaction.
1v. The fees for Automated Toll Free Prepaid Deposits will be $3.00 per transaction.
v. The fees for Paper Billing will be $2.00 per transaction.
vi. The fees for Quick Connect Call will be $7.95 fee+ $2.00 connection charge per
call.
vii. The fee per Voicemail will be $1.25 per call.
4. Positive Call Acceptance. Recipients of telephonic calls from Customer facility(s)
utilizing Telmate's VoIP platform will be given the opportunity to individually accept the
telephonic call, or in combination, the telephonic call and subsequent communications.
5. Length of Call. Telmate will determine all maximum call lengths at Customer's
facility(s), by mutual agreement with the customer.
6. Regulatory Changes. The Parties acknowledge that the terms of the Agreement are
governed by federal, state, and local laws that are subject to change on occasion. Telmate
shall provide Customer with notice of any such changes in the law upon which time the
Parties will amend the Agreement as needed to comply with all such changes in the law.

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The Parties agree that neither will be required to comply with a term in the Agreement
that is rendered unlawful by a future change in the law.
7. Ownership of Inmate Trust Fund.
Customer
confirms
the
Parties'
existing
understanding that Telmate acts as Customer's agent for the pUIJ>ose of accepting, on
behalf of Customer, deposits to an inmate's trust/commissary account at Customer. Any
and all deposits made to an inmate's trust/commissary account at Customer through
Telmate's system shall be deemed received by Customer as if made directly to Customer
and shall be credited to the respective inmate's trust/commissary account upon receipt by
Telmate. Customer shall have sole control and managerial power over any and all funds
deposited into an inmate's trust/commissary account.
8. Tablet Agreement. Telmate is engaged in the business of providing correction grade Internet
services, including without limitation the provision of wireless devices, internet access,
broadband services, online and offline digital entertainment, education, training, and
counseling, digital media access, messaging, and photo and other media sharing ("Services")
through secure application platforms ("Tablets") to correctional facilities for use by inmates.
Customer hereby grants to Telmate the exclusive permission and right to provide, implement,
maintain, and derive revenue from the use of the Tablets and Services by inmates in the
Facility during the Term, by mutual agreement with the customer. Telmate will determine
the fees to be charged to inmates for use of the Tablets and Services, by mutual agreement
with the customer.
9. Tablet Ownership and Specifications. The Tablets shall at all times remain the sole and
exclusive property of Telmate. Telmate shall determine the number and placement of Tablets
to be provided at the Facility based on the findings of a site survey of the Facility conducted
by Telmate. Telmate shall select the brand, type, and other specifications of the Tablets and
may replace, upgrade, or substitute the Tablets at any time during the Term with the
permission of the Facility for security purposes.
10.

Maintenance of Tablets.
a. Telmate's Obligations. During the Term of this Agreement, Telmate shall have the
exclusive right and access to maintain, adjust, remove, disconnect, repair, replace, or
alter the Tablets. Customer shall permit employees or contractors ofTelmate access
to the Facility and the Tablets at least once per week in order to provide such service,
repair, and maintenance on the Tablets. Customer understands and agrees that the
Tablets will not be available for use by inmates during such times that they are being
repaired and/or maintained. Upon termination of this Agreement, Telmate shall have
the right to enter the Facility to remove the Tablets.
b. Customer's Obligations. Customer shall distribute the Tablets to inmates according
to its established protocol and procedures. Customer shall exercise reasonable care to
prevent foreseeable damage or destruction of the Tablets. Customer shall notify
Telmate of any misuse, destruction, damage, loss or vandalism to the Tablets as soon
as possible. Customer or its agents shall not (i) alter, maintain, repair, enhance,
disassemble, decompile, reverse engineer or otherwise modify the Tablets or any
software provided thereon, (ii) connect the Tablets to any software or products not

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provided and approved by Telmate, or (iii) allow any third party to do any of the
above. Customer shall permit employees or contractors ofTelmate reasonable access
in order to provide such service, repair, and maintenance on Equipment. Customer
shall have no obligations or liability to Telmate with respect to the Tablets except as
set forth herein.
11. Acknowledgement of Services by Customer. During the Term, Telmate will provide its full
suite of Services to inmates via the Tablets. Customer acknowledges that Telmate has
informed Customer of the Services that will be available on the Tablets, including but not
limited to the software and web sites that inmates will be able to access from the Tablets.
Customer expressly agrees and assents to the accessibility of such Services on the Tablets. If
Customer wishes to modify the Services available on the Tablets, Customer shall provide
such request to Telrnate in writing, upon receipt of which Telmate shall have three (3)
months to make any such modifications. If at any time during the Term Customer restricts
Telrnate from offering the Services on the Tablets, Telmate reserves the right to cease
operation of the Tablets at the Facility and remove the Tablets and any related equipment
from the Facility without penalty by providing thirty (30) days written notice to Customer.
Customer further acknowledges and agrees that it is Telrnate's sole customer under this
Agreement, and that no inmate or other third party is a party to or intended beneficiary of this
Agreement.

12. Except as otherwise provided herein, all terms and conditions of the Agreement and
MOl! shall stay in full force and effect.

CUSTOMER
Sign:
Name:
Title:
Date:

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TELMATE
Sign:
Name:
Title:

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Date:

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