Prison Phone Justice

SECURUS.

Schedule
Pottawattamie County Iowa Jail (IA)

'2..rJ

This Schedule is made as of the
day of
2006 (the "Schedule Effective Date") between Evercom
Systems, Inc., a Delaware corporation and a SECUR S Technologies, Inc. company ("we" or "Provider"), and Pottawattamie
Cqunty l<.;i.wa Jail ("you" or "Customer") and is part of and governed by the Master Services Agreement, dated as of
4- ~a. l( , 2006 (the "Agreement") executed by the parties. The terms and conditions of the Agreement are
incorporated herein by reference.
A.

Applications. We will provide the following Applications:

CALL MANAGEMENT SERVICE
DESCRIPTION:
Digital Call Manager. Digital Call Manager ("DCM") provides automatic placement of calls by inmates without the need for
conventional live operator services. In addition, DCM provides the capability to (a) monitor and record inmate calls, (b) mark
certain numbers as private to disable the monitoring and recording function, (c) automatically limit the duration of each call to
a certain period designated by us, (d) maintain call detail records in accordance with our standard practices, (e)
automatically shut the System on or off, and (f) allow free calls to the extent required by applicable law. We will be
responsible for all billing and collections of inmate calling charges but may contract with third parties to perform such
functions. DCM will be provided at the Facilities specified in the chart below.
COMPENSATION:
Collect Calls. We will pay you comm1ss1on (the "Commission") in the amount of the applicable Collect Commission
Percentage (as specified in the chart below) of the applicable revenue base (as specified in the chart below) that we earn
through the completion of collect calls placed from the Facilities. "Net Revenue" means all charges billed and collected by us
relating to collect calls placed from the Facilities, less all local and long distance charges, billing and validation costs, and a
reserve for bad debt. Regulatory required and other items such as federal, state and local charges and taxes and fees are
excluded. We shall remit the Commission for a calendar month to you on or before the 30th day after the end of the
calendar month in which the calls where made (the "Payment Date"). All Commission payments shall be final and binding
upon you unless we receive written objection within 60 days after the Payment Date. Your payment address is as set forth in
the signature block below. You shall notify us in writing at least 60 days prior to a Payment Date of any change in your
payment address.
Signing Bonus. Within 30 days after the installation of the System (if this Schedule is a new agreement) or within 30 days
after the Commencement Date (if this Schedule is a renewal of an existing agreement), we will pay you a signing bonus in
an amount equal to $50,000.00. If the Agreement is terminated for any reason prior to the end of the initial Term, then you
will refund to us an amount equal to the signing bonus times a fraction, the numerator of which is the number of months
between the date of termination and the end of the initial Term, and the denominator of which is the number of months in the
Initial Term plus interest on the prorated amount in the amount of the lower of (a) 15% per annum and (b) the maximum rate
allowed by law. You shall pay any such refund within ten days after any such termination, or at our election, we may deduct
the refund from any Commission we owe you.
FACILITIES AND RELATED SPECIFICATIONS:
Facility Name and Address

Pottawattamie County Iowa
Jail
1400 Big Lake Road
Council Bluffs, IA 51501

Type of Call
Management
Service

Collect
Commission
Percentage

Revenue Base
for Calculation
of Commission

DCM

40%

Gross

Payment Address

Same

PREMISES BASED CALL MANAGEMENT SYSTEM SERVICE LEVEL AGREEMENT:
We agree to repair and maintain the System (inclusive of the SECUREworkstation defined below) in good operating
condition (ordinary wear and tear excepted), including, without limitation, furnishing all parts and labor. All such maintenance
shall be conducted in accordance with the service levels in Items 1 through 10 below. All such maintenance shall be
provided at our sole cost and expense unless necessitated by any misuse of, or destruction, damage, or vandalism to, the
System by you (not inmates at the Facilities), in which case, we may recoup the cost of such repair and maintenance
through either a Commission deduction or direct invoicing, at our option. You agree to promptly notify us in writing after
discovering any misuse of, or destruction, damage, or vandalism to, the System. If any portion of the System is interfaced
with other devices or software owned or used by you or a third party, then we shall have no obligation to repair or maintain
such other devices or software. This SERVICE LEVEL AGREEMENT does not apply to any provided Openworkstation(s)
(see below). For the services contemplated hereunder, we may provide, based upon the facilities requirements, two types
of workstations (personal computer/desktop/laptop/terminal):
(i) The "SECUREworkstation" is designed to satisfy facilities that require a secure direct link and full technical support of
the Applications. Utilizing the Windows XP operating system, the SECUREworkstation is subject to full technical

and field support services described herein, access to all applicable Applications and restricted user rights for
facility personnel. No other third party software may be installed on the SECUREworkstation; and

(ii) The "Openworkstation" is an open non-secured workstation which permits administrative user rights for facility
personnel and allows the facilities an ability to add additional third party software. Ownership of the
Openworkstation is transferred to the facility along with a three-year product support plan with the hardware
provider. We have no obligation to provide any technical and field support services for an Openworkstation.
CUSTOMER IS SOLELY RESPONSIBLE FOR THE MAINTENANCE OF ANY OPENWORKSTATION(S)."
1. Outage Report; Technical Support. If either of the following occurs: (a) you experience a System outage or malfunction
or (b) the System requires maintenance (each a "System Event"), then you will promptly report the System Event to our
Technical Support Department ("Technical Support"). You may contact Technical Support 24 hours a day, seven days a
week (except in the event of planned or emergency outages) by telephone at 866-558-2323, by email at
TechnicalSupport@Evercom.net, or by facsimile at 800-368-3168. We will provide you commercially reasonable notice,
when practical, prior to any Technical Support outage. For your calls to Technical Support, the average monthly call answer
time is generally 120 seconds or less, provided however, that we will endeavor (but will not be obligated) to achieve an
average monthly call answer time of 30 seconds.
2. Priority Classifications. Upon receipt of your report of a System Event, Technical Support will classify the System Event
as one of the following four priority levels:
"Priority 1"

60% or more of the functionality of the System is adversely affected by the System
Event

"Priority 2"

30%-59% of the functionality of the System is adversely affected by the System Event

"Priority 3"

5%-29% of the functionality of the System is adversely affected by the System Event

"Priority 4"

Less than 5% of the functionality of the System is adversely affected by the System
Event

3. Response Times. After receipt notice of the System Event, we will respond to the System Event within the following
time periods with a 95% or greater rate of accuracy:
Priority 1

4 hours

Priority 2

12 hours

Priority 3

24 hours

Priority 4

36 hours

4. Response Process. In all instances, Technical Support will either initiate remote diagnosis and correction of the System
Event or dispatch a field technician to the Facility (in which case the applicable regional dispatcher will contact you with the
technician's estimated time of arrival), as necessary.
5. Performance of Service. All of our repair and maintenance of the System will be done in a good and workmanlike
manner at no cost to you except as may be otherwise set forth in the Agreement. Any requested modification or upgrade to
the System that is agreed upon by you and us may be subject to a charge as set forth in the Agreement and will be
implemented within the time period agreed by the parties.
6. Escalation Contacts. Your account will be monitored by the applicable Territory Manager and Regional Service
Manager. In addition, you may use the following escalation list if our response time exceeds 36 hours: first to the Technical
Support Manager or Regional Service Manager, as applicable, then to the Director of Field Services, then to the Executive
Director, Service.
7. Notice of Resolution. After receiving internal notification that a Priority 1 System Event has been resolved, a member of
our management team will contact you to confirm resolution. For a Priority 2 or 3 System Event, a member of our customer
satisfaction team will confirm resolution.
8.

Monitoring. We will monitor our back office and validation systems 24 hours a day, seven days a week.

9. Required IGR. You are responsible for providing a dedicated isolated grounded receptacle ("IGR") for use in connection
with the primary System. Upon request we will provide you with the specifications for the IGR. If you are unable to or do not
provide the IGR, then we will provide the IGR on a time and materials basis at the installer's then-current billing rates,
provided that we are not responsible for any delay caused by your failure to provide the IGR.
10. End-User Billing Services and Customer Care. Our Correctional Billing Services division will maintain dedicated
customer service representatives to handle end-user issues such as call blocking or unblocking and setting up end-user
payment accounts. The customer service representatives will be available during reasonable business hours Monday
through Saturday by telephone at 800-844-6591, by email at Support@CorrectionalBillingServices.com, and by facsimile at
800-578-2627. In addition, we will maintain an automated inquiry system on a toll-free customer service phone line that will
be available to end-users 24 hours a day, 7 days a week to provide basic information and handle most routine activities. We
will also accept payments from end-users by credit card, check, and cash deposit (such as by money order or Western
Union transfer).

Exhibit A: Customer Statement of Work
Pottawattamie County Iowa Jail (IA)
Made part hereto and governed by of the Master Services Agreement (the "Agreement") executed between Evercom
Systems, Inc., a Delaware corporation and a SECURUS }echnologies, Inc. company ("we" or "Provider"), and Pottawattamie
County Iowa Jail ("you" or "Customer") dated as of I ....~ <.JC . The terms and conditions of said Agreement are
incorporated herein by reference.

A. Applications. The parties agree that the Applications listed in the Service Schedule shall be provided and in accordance
with the Service Level Agreements as described in the applicable section of the Service Schedule to the Agreement.
B. Equipment. We will provide the following equipment in connection with the Applications: Existing equipment as of the
Schedule Effective Date.
UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING IN THIS SCHEDULE, NO APPLICATIONS, EQUIPMENT,
INSTALLATION AND SPECIAL REQUIREMENTS OTHER THAN THOSE STATED ABOVE WILL BE PROVIDED; NO
ORAL AGREEMENTS OR STATEMENTS ARE BINDING.

EXECUTED as of the Schedule Effective Date.
CUSTOMER:

PROVIDER:

Pottawattamie County Iowa Jail

Evercom Systems, Inc.

By:

Nam

. SECURUS"

~ ~

Master Services Agreement
Pott'1wattamie County Iowa Jail (IA)

11 u%JlllGLl'

2.J!

J

This Master Services Agreement (this "Agreement") is made this
day off n.L.. /) 2006 (the "Commencement Date")
between Evercom Systems, Inc., a Delaware corporation and a SECURUS ~gies, Inc. company ("we," "us," or
"Provider"), and Pottawattamie County Iowa Jail, Council Bluffs, Iowa ("you" or "Customer").
1. Applications. This Agreement specifies the general terms and conditions under which we will perform certain inmaterelated services and applications (the "Application(s)") for you. Additional terms and conditions with respect to the
Applications will be specified in the schedules entered into by the parties and attached hereto (the "Schedules"). The
Schedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement. In the event
of any conflict between this Agreement and a Schedule, the terms of the Schedule shall govern. In the event of any conflict
between any two Schedules for a particular Application, the latest in time shall govern.
2. Use of Applications. You grant us the exclusive right and license to install, maintain, and derive revenue from the
Applications through our inmate systems (including, without limitation, the related hardware and software) (the "System")
located in and around the inmate confinement facilities identified on the Schedules (the "Facilities"). You are responsible for
the manner in which you use the Applications. Unless expressly permitted by a Schedule or separate written agreement with
us, you will not resell the Applications or provide access to the Applications (other than as expressly provided in a particular
Schedule), directly or indirectly, to third parties.
3. Compensation. Compensation for each Application, if any, and the applicable payment addresses are as stated in the
Schedules.
4. Term. The initial term of this Agreement (the "Initial Term") shall begin on the Commencement Date and shall end on
the date that is 5 years thereafter. Notwithstanding anything to the contrary, the terms and conditions of this Agreement
shall continue to apply to each Schedule for so long as we continue to provide the Application to you after the expiration or
earlier termination of this Agreement.
5. Service Level Agreement and Limited Remedy. We are committed to providing you with reliable, high quality
Applications, and we offer certain assurances about the quality of our Applications (the "Service Level Agreement"). The
Service Level Agreement for each Application is as set forth in the applicable Schedule. THE SERVICE LEVEL
AGREEMENT IS THE SOLE AND EXCLUSIVE REMEDY FOR FAILURE OR DEFECT OF AN APPLICATION. WE
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR
USAGE OF TRADE, AND NONINFRINGEMENT.
6. Software License. We grant you a personal, non-exclusive, non-transferable license (without the right to sublicense) to
access and use certain proprietary computer software products and materials in connection with the Applications (the
"Software"). The Software includes any upgrades, modifications, updates, and additions to existing features that we
implement in our discretion (the "Updates"). Updates do not include additional features and significant enhancements to
existing features. Your rights to use any third-party software product that we provide shall be limited by the terms of the
underlying license that we obtained for such product. The Software is to be used solely for your internal business purposes
in connection with the Applications at the Facilities. You will not (i) permit any parent, subsidiary, affiliated entity, or third
party to use the Software, (ii) assign, sublicense, lease, encumber, or otherwise transfer or attempt to transfer the Software
or any portion thereof, (iii) process or permit to be processed any data of any other party with the Software, (iv) alter,
maintain, enhance, disassemble, decompile, reverse engineer or otherwise modify the Software or allow any third party to do
so, (v) connect the Software to any products that we did not furnish or approve in writing, or (vi) ship, transfer, or export the
Software into any country, or use the Software in any manner prohibited by the export laws of the United States. We are not
liable with regard to any Software that you use in a prohibited manner.
7. Ownership and Use. The System, the Applications, and related records, data, and information shall at all times remain
our sole and exclusive property unless prohibited by law, in which event, we shall have the unlimited right to use such
records, data, and information for investigative and law enforcement purposes. However, during the term of this Agreement
and for a reasonable period of time thereafter, we will provide you with reasonable access to the records. We (or our
licensors, if any) have and will retain all right, title, interest, and ownership in and to (i) the Software and any copies, custom
versions, modifications, or updates of the Software, (ii) all related documentation, and (iii) any trade secrets, know-how,
methodologies, and processes related to our Applications, the System, and our other products and services (the "Materials").
The Materials constitute proprietary information and trade secrets of Provider and its licensors, whether or not any portion
thereof is or may be the subject of a valid copyright or patent.
8. Legality. The System may allow you to monitor and record inmate telephone calls. By providing the System, we make
no representation or warranty as to the legality of recording or monitoring inmate telephone calls. Further, you retain custody
and ownership of all recordings; however you grant us the right to access such recordings on a limited basis for quality
control purposes.
9. Confidentiality. The System, Applications, and related call records and information (the "Confidential Information") shall
at all times remain confidential to Provider. You agree that you will not disclose such Confidential Information to any third
party without our prior written consent. Because you will be able to access confidential information of third parties that is
protected by certain federal and state privacy laws through the Software and Applications, you shall only access the
Software with computer systems that have effective firewall and anti-virus protection.
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© SECURUS Technologies. Inc. - Proprietary & Confidential - Form 4.7.05

10. Indemnification. To the fullest extent allowed by applicable law but subject to the limitations in this Agreement, each
party (the "Indemnifying Party") will defend, indemnify and hold harmless the other party (the "Indemnified Party") from and
against any loss, cost, claim, liability, damage, and expense (including, without limitation, reasonable attorney's fees)
brought or claimed by third parties ("Claims"), arising out of gross negligence, willful misconduct, intellectual property
infringement or alleged intellectual property infringement by the Indemnifying Party, its employees, agents, or contractors in
the performance of this Agreement. The Indemnified Party shall notify the Indemnifying Party promptly in writing of any
Claims for which the Indemnified Party alleges that the Indemnifying Party is responsible under this section and tender the
defense of such Claims to the Indemnifying Party. The Indemnified Party shall cooperate in every reasonable manner with
the defense or settlement of such Claims at the Indemnifying Party's expense. The Indemnifying Party shall not be liable
under this section for settlements by the Indemnified Party of any Claims unless the Indemnifying Party has approved the
settlement in advance or unless the defense of such Claims has been tendered to the Indemnifying Party in writing and the
Indemnifying Party has failed to promptly undertake the defense.
11. Insurance. We maintain comprehensive general liability insurance having limits of not less than $2,000,000.00 in the
aggregate. You agree to provide us with reasonable and timely written notice of any claim, demand, or cause of action
made or brought against you arising out of or related to the utilization of the Applications and the System. We have the right
to defend any such claim, demand, or cause of action at our sole cost and expense and within our sole and exclusive
discretion. You agree not to compromise or settle any claim or cause of action arising out of or related to the utilization of
the Applications or System without our prior written consent, and you are required to assist us with out defense of any such
claim, demand, or cause of action.
12. Default and Termination. If either party defaults in the performance of any obligation under this Agreement, then the
non-defaulting party shall give the defaulting party written notice of its default setting forth with specificity the nature of the
default. If the defaulting party fails to cure its default within 30 days after receipt of the notice of default, then the nondefaulting party shall have the right to terminate this Agreement upon 30 days written notice and pursue all other remedies
available to the non-defaulting party, either at law or in equity. Notwithstanding the foregoing, the 30 day cure period shall
be extended to 90 days if the default is not reasonably susceptible to cure within such 30 day period, but only if the
defaulting party has begun to cure the default during the 30 day period and diligently pursues the cure of such default.
Notwithstanding the foregoing, if you breach your obligations in the section entitled "Software License" or the section entitled
"Confidentiality", then we shall have the right to terminate this Agreement immediately.
13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER
PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS
OF PROFITS OR INCOME, LOST OR CORRUPTED DATA, OR LOSS OF USE OR OTHER BENEFITS, HOWSOEVER
CAUSED AND EVEN IF DUE TO THE PARTY'S NEGLIGENCE, BREACH OF CONTRACT, OR OTHER FAULT, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO
YOU RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE,
SHALL NOT EXCEED THE AMOUNT WE PAID YOU DURING THE 12 MONTH PERIOD PRIOR TO THE DATE THE
CLAIM AROSE.
14.
Uncontrollable Circumstance. We reserve the right to renegotiate or terminate this Agreement upon 60 days
advance written notice if circumstances other than those under our control related to the Facilities (including, without
limitation, changes in rates, regulations, or operations mandated by law; material reduction in inmate population or capacity;
material changes in jail policy or economic conditions; acts of God; actions you take for security reasons (such as lockdowns)) negatively impact our business; however, we shall not unreasonably exercise such right. Further, Customer
acknowledges that Provider's provision of the services is subject to certain federal, state or local regulatory requirements and
restrictions which are subject to change from time-to-time and nothing contained herein to the contrary shall restrict Provider
from taking any steps necessary to perform in compliance therewith.
15. Injunctive Relief. Both parties agree that a breach of any of the obligations set forth in the sections entitled "Software
License," "Ownership and Use," and "Confidentiality" would irreparably damage and create undue hardships for the other
party. Therefore, the non-breaching party shall be entitled to immediate court ordered injunctive relief to stop any apparent
breach of such sections, such remedy being in addition to any other remedies available to such non-breaching party.
16. Force Majeure. Either party may be excused from performance under this Agreement to the extent that performance is
prevented by any act of God, war, civil disturbance, terrorism, strikes, supply or market, failure of a third party's performance,
failure, fluctuation or non-availability of electrical power, heat, light, air conditioning or telecommunications equipment, other
equipment failure or similar event beyond its reasonable control; provided, however that the affected party shall use
reasonable efforts to remove such causes of non-performance.
17. Notices. Any notice or demand made by either party under the terms of this Agreement or under any statute shall be in
writing and shall be given by personal delivery; registered or certified U.S. mail, postage prepaid; or commercial courier
delivery service, to the address below the party's signature below, or to such other address as a party may designate by
written notice in compliance with this section. Notices shall be deemed delivered as follows: personal delivery - upon
receipt; U.S. mail - five days after deposit; and courier - when delivered as shown by courier records.
18. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.
No waiver by either party of any event of default under this Agreement shall operate as a waiver of any subsequent default
under the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the validity or
enforceability of the other provisions shall remain unaffected. This Agreement shall be binding upon and inure to the benefit
of Provider and Customer and their respective successors and permitted assigns. Except for assignments to our affiliates or
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© SECURUS Technologies. Inc. - Proprietary & Confidential - Form 4.7.05

to any entity that succeeds to our business in connection with a merger or acquisition, neither party may assign this
Agreement without the prior written consent of the other party. Each signatory to this Agreement warrants and represents
that he or she has the unrestricted right and requisite authority to enter into and execute this Agreement, to bind his or her
respective party, and to authorize the installation and operation of the System. Nothing in this Agreement shall be deemed
or construed by the parties or any other entity to create an agency, partnership, or joint venture between Customer and
Provider. This Agreement cannot be modified orally and can only be modified by a written instrument signed by all parties.
The parties' rights and obligations, which by their nature would extend beyond the termination, cancellation, or expiration of
this Agreement, shall survive such termination, cancellation, or expiration (including, without limitation, any payment
obligations for services or equipment received prior to such termination, cancellation, or expiration). This Agreement may be
executed in counterparts, each of which shall be fully effective as an original, and all of which together shall constitute one
and the same instrument. This Agreement, together with the exhibits and Schedules, constitutes the entire agreement of the
parties regarding the subject matter set forth herein and supersedes any prior or contemporaneous oral or written
agreements regarding the subject matter set forth herein.
EXECUTED as of the Commencement Date.
CUSTOMER:

PROVIDER:

Pottawattamie County Iowa Jail

Evercom Systems, Inc.

By:
Nam
Title:

Customer's Notice Address:
1400 Big Lake Road
Council Bluffs, IA 51501

Provider's Notice Address:
14651 Dallas Parkway, Suite 600
Dallas, Texas 75254
Attention: General Counsel
Provider's Payment Address:
14651 Dallas Parkway, Suite 600
Dallas, Texas 75254
Attention: Accounts Receivable

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© SECURUS Technologies, Inc. - Proprietary & Confidential - Form 4.7.05

er