Prison Phone Justice

INMATE PAY TELEPHONE AGEEMENT
This Inmate Pay telephone Agreement (the "Agreement") is made as of the liST day of
OCTOBER 2008
, by and between East Baton Rouge Parish Sheriffs Department,
located at P.O. Box 3277, Baton Rouge, Louisiana 70821
('fCustomer")
and American Phone Systems (APS) located at 823 West Congress Street, Lafayette,
Louisiana 70501.
of the
1. Utilization of Facility and Equipment. The Customer, for and in consideration
I
payment of the Commission (as hereinafter defined) and the services to be provided by APS
grants APS the exclusive right and license to install and maintain an inmate Telecotfununication
System governing all inmate calls, including g local and long distance traffic for c~llect calling
and potentially debit calling, and inter-related hardware and software, (collectively "APS
Equipment") within the jail and/or work release center detention facilities (collbctively the
"Facility"), and hereby releases the Facility for that purpose, upon the terms and cdnditions set
forth in this Agreement. The Customer covenants and agrees to make the Facility [aVailable to
APS for complete installation and operation of the Equipment.
I
APS shall provide a minimum of (62) sixty-two phones at the Prison facility. APS sp.all provide
a minimum to (15) fifteen phones at the work release center detention facility. In the event the
population of the work release center detention facility reaches (250) two hundrbd and :fifty
inmates, APS shall increase the number phones to a minimum of (20) twenty phone~ at the work
release center detention facility..

2. Compensation. In consideration of the right to install and operate the Equipment within
the Facility. APS agrees to pay the Customer 4.8% of the gross revenue fromJ use of the
Equipment through all collect calls, billed by inmates with the FacilitY (the "Cohmnssion").
I .
Gross revenue shall mean the gross billable (actua1loca1 and long distance calls billed via local
exchange carrier) revenue. The Commission shall be paid to the Customer on a m6nthly basis,
as set forth in Section 3 below.
I
a. Collect Calls. APS shall pay Customer the applicable Collect Call <Commission
Percentage of the Gross Revenue earned by APS through the completion of bollect calls
("Collect Calls") placed from the Facility.
!
b. Inmate Prepaid Calling Cards. Upon written request by Customer, APS shall provide
inmate prepaid calling cards for resale to inmates by Customer. Customer shill pay APS
for the minutes designated on the prepaid cards at the Rates, less the Ptepaid Card
Discount. If APS has not received Customer's payment for the prepaid dtlling cards
within 90 days after Customer's receipt of the cards, then APS reserves the right to
deduct the cost of the cards from the Commissions until paid in full,
I
c. Debit Account Calls. APS shall pay Customer the applicable Debit Account
Commission Percentage of the Gross Revenue earned by APS through the cobpletion of
calls placed from the Facility that are paid from designated prepaid APS debit accounts,
the records of which are stored in the Equipment ("Debit Account Calls").
!

d. Coin Pay Phone Calls. APS agrees, as a courtesy to Customer, to (i) proviae Customer
with four pay phones (the "Coin Pay Phones") in their current locations bd (ii) pay
Customer the applicable Coin Pay Phone Commission Percentage of the reve~ueTealized
by APS through collection of coins in such Coin Pay Phones.
e. Gross Revenue. "Gross Revenue" means all charges (excluding taxes, if aqy) billed by
APS relating to either Collect Calls or Debit Account Calls.
f. Rates. APS shall charge telephone rates (the "Rates") that are allowed '!by tariff, if
applicable. The Rates may be amended from time to time by the parties or in accordance
with Section 12(b).
g. Additional Services. APS shall have the right to offer additional sbrvices and
equipment features to Customer. The terms and conditions (including, withodt limitation,
the cost) for such additional services and equipment features shall be memoHalized by a
written addendum signed by both parties.
I
I,

i

I

3. Payment and Accounting. APS agrees to pay the Customer on a monthly basis. The
were
commissions shall be paid no later than thirty days following the month in which revenues
I
generated from the Equipment during the term of this Agreement. All commission payments
shall be final and binding upon the Customer unless written objection thereto is recei~ed by APS
within sixty days of mailing of the Commission payment to Customer by APS. If thel Customer
wishes the commission to be remitted to an address that is different than the address on the first
page of this Contract, please advise in writing. Customers shall have the right ~o audit call
records and charges billed by APS to confirm the calculations of commissions.
Ii

4. Maintenance and Repair. During the term of this Agreement, APS will repair ahd maintain
the Equipment in good operating condition, including without limitation, furnishing I parts and
labor, at its sole cost and expense. All such maintenance shall be conducted in a timely manner,
(usually within 24 hours). The Customer shall permit employees or contract~rs of APS
reasonable access to the Facility in order to service, repair and maintain the Equi~ment. The
Customer shall .notify APS of any. ~suse, destruction, damage. vand~sm to the IEq~pment,
as soon as practicable after ascertainIng the same. APS, by provIding eqUIpment or servIce from
third party vendors, make no representation or warranty with respect to suchl service or
equipment and, unless expressly stated herein, makes no commitment to maintain or ~ervice such
equipment hereafter. All such arrangements should be made by Customer and third party
vendor.

MI

0:

5. Liability Insurance. APS agrees to maintain comprehensive general liability insurance
coverage having limits of not less than $1,000,000.00 in the aggregate. The Custo~er agrees to
provide APS with reasonable and timely notice of any claim, demand or cause of action made or
brought against the Customer arising out of, or related to, the utilization ofthe Equipment. APS
shall have the obligation to defend any such claim, demand or cause of action at its sole costs
and expenses. The Customer agrees not to compromise or settle any claim or cauke of action
arising out of or related to the utilization of the Equipment without the prior writterl. consent of
APS. In no event shall the Customer be liable for any damage or destruction to an~ item of the
Equipment.

6.
Indemnity. APS SHALL DEFEND, INDEMNIFY AND HOLD CUSTOMER,
AND
I
ITS AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AND SUCCESSORS
I
HARMLESS FROM ANY LOSS, COST, EXPENSES, DAMAGE, OR LIABILITY
RESULTING FROM ANY THIRD PARTY ACTION BROUGHT OR THR:EATENED
I
AGAINST CUSTOMER BASED ON ANY (1) NEGLIGENT FAILURE BYI APS TO
PERFORM A MATERIAL OBLIGATION UNDER TillS AGREEMENT, (II) ALI;-EGATION
THAT THE SERVICES INFRINGE A PATENT, COPYRIGHT, TRADE~I OR ANY
OTHER PROPRIETARY RIGHTS OF A THIRD PARTY, OR (III) ARISING OUT OF APS'S
PROVISION OF PHONE SERVICES OR CHARGES THEREFOR, PRoVIdED THAT
CUSTOMER PROVIDES APS WITH PROMPT WRITTEN NOTICE OF THE SANm. IN THE
EVENT ANY SUCH INFRINGEMENT CLAIM IS MADE OR THREATENED AGAINST
CUSTOMER, OR INJUNCTIVE RELIEF IS GRANTED TO A CLAIMANT, APS SHALL (a)
OBTAIN THE RIGHT FOR CUSTOMER TO CONTINUE USE OF THE SERVICES;
OR (b)
I
SUBSTITUTE OTHER SERVICES OF LIKE CAPABILITY; OR (c) REPLACE OR MODIFY
THE SERVICES TO RENDER THEM NON-INFRINGING WHILE RETAINlNG LIKE
CAPABILITY. IF APS IS UNABLE TO PERFORM ANY OF THE ACTIONS I CLAUSE
(a), (b) or (c) ABOVE, THEN CUSTOMER MAY TERMINATE TIllS AGREEMENT UPON
PRIOR WRITTEN NOTICE TO APS WITHOUT INSURING ANY TER¥INATION
PENALTIES. INDEMNIFICATION BY APS PURSUANT TO TIllS SECTION SHALL BE
CUSTOMER'S SOLE REMEDY FOR ANY DAMAGES ARISING OUR OF OTIRELATED
TO SUCH THIRD PARTY CLAIMS. THE INDEMNITIES HEREIN SHALL SURVIVE THE
EXPIRATION OR OTHER TERMINATION OF TIllS AGREEMENT.
I

IN

7.
Term of Agreement. The obligations of the parties under this Agreement le effective
of
the
, but the term of this Agreement shall commence upon[ the date of
as
execution (the "Commencement Date:). This Agreement shall remain in force and effect for
five years from the Commencement Dale, hereafter known as the initial term which shall have
an expiration date of (M) 10
,(D) 01
,(Y) 2012
Unless canceled by written notice
delivered to either party at least ninety (90) days prior to the termination of the initial term or
any renewal term of this Agreement, this Agreement has an option to be exercised by the Sheriff
to renew for four (4) one (1) year terms. If, because of strikes, riots, wars or fqr any other
reason, business operations at the Facility shall be interrupted for periods of time oilier than as it
customary for operations conducted at the Facility, the expiration Qfthe terms ofthi~ Agreement
shall be extended for a period of time equal to the period of such extraordinary int~rruption or
stoppage ofbusiness operations.
I
I

I

8.
Event of Default. Termination of Agreement. In the event either party defakts in the
performance of any of its obligations under this Agreement, the non-defaulting partly shall give
the defaulting party written notice of default setting forth with specificity the nature pf the event
of default. In the event the defaulting party fails to cure such event of default withiri. thirty days
from receipt of the notice of default, the non-defaulting party shall have the right to terminate
this Agreement and pursue all other remedies available to the non-defaulting party, Jither at law
or in equity. Ifthe performance of this Agreement or any obligation hereunder is int6rfered with

by reason of any circumstances beyond the reasonable control of the parties, including without
limitation, fire, explosion, riots, civil unrest, power failures, injunctions or acts of God, then the
party affected shall be excused from such performances on a day-to-day basis to the extent of
such interference, provided the party so affected shall use reasonable efforts to Jemove such
causes of no-performance. In the event any governmental tariff or regulation prevebt APS from
providing service or such tariffs or regulations make continuation of this agreement impractical
for economic reasons or otherwise, then APS, at its sole discretion. may tekinate this
Agreement without liability. In the event of termination of this Agreement for any reason, the
Customer agrees to allow APS access to the facility in order to remove the Equipment. APS
agrees to remove the Equipment within thirty days after termination of this Agreemdnt.
9.
Authority. Each party to this Agreement warrants and represents that they hive the
unrestricted right and requisite authority to enter into and execute this Agreementj to bind the
respective party, and to authorize the installation and operation of the Equipment.

Notices. Any notice or demand under the terms of this Agreement or under any statute
10.
made by either party shall be in writing and shall be given or made by mail, posfuge prepaid,
I
addressed to the respective party as listed on signature page ofthis agreement.
11.

Miscellaneous.

A. lbis Agreement shall be construed under and is enforceable under the laws of the State of
Louisiana.
I
B. No waiver by either party of any event of default under this Agreement shall operate as a
I
waiver of any subsequent default under the terms ofthis Agreement.
C. If any provision of this Agreement is held to be invalid under this Agreemeht is held to
be invalid or unenforceable, the validity or enforceability of the other provisions ~hall remain
I
unaffected.
D. lbis Agreement shall be binding upon and insure to the benefit of APS and tJ1.e Customer
and their respective successors and assigns.
I

E. lbis Agreement may· be executed in counterparts, each of which shk be fully
effective as an original, and all of which together shall constitute one ana the same
instrument. lbis Agreement constitutes the entire Agreement of the parties. The rights and
obligations of the parties shall be determined solely from the terms of this A!deement and
any prior or contemporaneous oral agreements are superseded by and merg~d into this
Agreement
F. lbis Agreement cannot be varied or modified orally and can only be varied lor modified
by a written instrument signed by all parties.

G. APS, at its sole cost and expense, shall secure the state, county or federal governmental
authority licenses required for the provision of services contemplated in this Agrdement.
H. During the terms ofthis agreement, the Equipment installed in the facility pJsuant to this
Agreement shall remain the sole and exclusive property of APS.
I
L

I

APS agreed to comply with any public records request.

i

J. The terms and conditions set forth in the bid submitted by APS on May

2~,

2008 and
accepted by the East Baton Rouge Parish Sheriffs Department are made part of this
'
Agreement as if set forth herein in extenso.
EXECUTED as ofthe date and year signed below:

d

,~i
. -I

By:¥fl·~

By: --"-7"'-H--r---!.&i'."",,'- '1"'---._._~='=+:

Name:

T •L. VENTROY
Name: - --------;-----

Title:

Date:

~-;r.ffj-_/

th id

c.;V(}

<

Df.i-f

.7' -.31?- 0 f

.

_

1,1

PRESIDENT
Title: - --------+----

Date: SEPTEMBER 29, 2008

G:\Misc7000 EBR Sherifl\7000.001 - EBR SherilfGeneraJ\lnmate Telephone Agreemnt with APS 9-18-llS.doc

FIRST AMENDMENT TO-THE INMATE TELEPHONE AGREEMENT
!

This Amendment to the Inmate Pay Telephone Agreement is entered into tIlls
day
of
? 2009, by and between the East Baton Rouge Parish Sheriff's Depmltment, located
!
at P.O. Box 3277, Baton Rouge, Louisiana 70821 ("Customer"), and American ~hone Systems
(APS) located at 823 West Congress Street, Lafayette, Louisiana 70501.
'
I

Subsequent to the signing of the original "Inmate Pay Telephone Agreement", the parties
discovered a typographical error in the calculation of compensatipn set forth- in S~ction 2 of the
agreement. Therefore, the parties wish to amend this agreement to accurately refl~t the parties'
initial intent with respect to the calculation ofcompensation.
Whereas, Section 2 ofthe Inmate Pay Telephone Agreement is amended in part to read as
follows:

2. Compensation. In consideration of the right" to install and operate the
Equipment within the Facility, APS agrees to pay the Customer 48% Iof
the gross revenue from use of the Equipment through all collect calls,
billed by inmates with the Facility (the "Commission"). Gross reven,~e
shall mean the gross billable (actual local and long distance calls billed -tria
I
local exchange carrier) revenue. The Commission shall be -paid to the
Customer on amontbly basis, as set furth in Section 3 below.
i
AIl remaining terms and conditions as set forth in the original Agreement remain the same.

ACCEPTED AND APPROVED as of the date signed below by the undJrsigned who
affirmatively represent that they have :full actual and apparent authority to Iexecute this
Agreement on behalfofthe parties hereto.
,