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CURT LUTZ, DIRECTOR
REGIONAL J US TICE CENTER
STATE OF WASHINGTON
4 01 WASHINGTON
SEC O ND L E VEL
WENATCHEE , WASHINGTON 9 8801-3305
T EL EPHONE: (509) 667-6462
F AX: (509) 667-6283 OR (509) 667 - 6616
August 27, 2013
David Ganim, Prison Legal News
Public Records Request
Enclosed are the remaining documents requested in your original records request dated July
26, 2013. As stated via email correspondence, the enclosed documents are not available in the
format you requested therefore, a hard copy is being provided to you. Thank you for prompt
payment of the actual costs of copying and mailing,
Thank you for clarifying your request regarding #3 of your original request. Monies received
from commissions are deposited into the jail fund and are not allocated to any specific use.
In your email dated August 22, 2013, you ask to, "Please make sure to include the actual rates it
costs an inmate/family member to make local, long-distance calls via collect or debit calling
card." This information is included in the actual contract that has previously been provided to
you on August 21, 2013.
Your request for records is considered complete, Please contact me if you have any further
Administrative Supervisor, Publi c Record s Officer, CCRJC
(509) 667-6283 fax
Nata Ii e,Th res her@co .ch elan .w a. us
INMATE TELECOMMUNICATION AGREEMENT
This Inmate Telecommunication Location Agreement ("Agreement") is made this l.tAof
,2011, by and between Chelan County on behalf of the Chelan County Regional Justice
Center ("Customer"), whose address is 401 Washington Street, Wenatchee, WA 9 80 1,~d
Telmate, LLC ("Telmate"), whose business address is IIDea" S. ,.
WHEREAS, Telmate is engaged in the business of operating, vending, and maintaining coin
operated and non-coin operated inmate telephone equipment and systems ("Equipment") and,
WHEREAS, Customer desires to utilize the service, expertise, and equipment ofTelmate,
NOW, THEREFORE, in consideration of the mutual promises and covenants set out herein,
Telmate and Customer hereby agree as follows:
1. Agreement. Customer grants to Telmate the right and license to install, maintain, and derive
revenue from the use of Telmate's equipment located at an incarceration facility commonly
known as Chelan County Regional Justice Center ("Facility"), and whose physical address is 401
Washington Street, Wenatchee, WA, 9880 l.
2. Term and Renewal. The effective date of the agreement shall commence on the date of
signature and shall end two (2) years thereafter. The terms and conditions of this agreement
shall continue as to any Telmate equipment installed at the request of Customer, after the
commencement date and prior to the expiration date. . At the expiration of this contract, Chelan
County shall have the option of continuing this contract for phone services with Telmate at the
same commission and rates, and pursuant to the tenns and conditions herein, for a period of two
(2) additional years in one-year increments. Each optional year will require Chelan County's
approval for renewal.
3. Tennination. The obligation to provide further service under the terms of this agreement may
be terminated by the County upon thirty (30) days written notice in the event of material breach
by Telmate to perform in accordance with the terms hereof, or any extension of this contract. In
the event that Chelan County chooses to discontinue this contract either by termination or not
extending the contract, Telmate warrants that it will remove all its equipment from the facilities
without charge. Service and equipment will not be removed until another vendor has been
acquired. The removal of equipment and disconnection of service process will occur during
implementation of the new system with minimal interruption of service to Customer's facility. It
will be necessary that Telmate cooperate with the new vendor during the implementation of the
4. Default. If either party defaults 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
thirty (30) days after receipt of the notice of default, then the non-defaulting party shall have the
right to immediately terminate this Agreement and pursue all other remedies available to the
non-defaulting party, either at law or in equity. On any termination of this Agreement Customer
. ~- >
J . .
INMA TE TELECOMMUNICATION LOCATION AGREEMENT - Page I
I i '-. '
allows Telmate reasonable access to facility in order to remove equipment. Telmate agrees to
remove their equipment within 30 days after such termination.
--_.__._ -.---..-_._----_._---- - - - _ ..
.--_ .. ._- _. -.
5. DaI!)~e and Repair Liability. The County will have no liability to Telmate for fraud, theft,
vandalism/damage or loss of the vendor's equipment inflicted by the inmates or the public. All
costs associated with the repair wi]) be the responsibility .ofthe vendor.
6. Warranty. Telmate warrants that all repairs will be made at its expense. Telrnate shall make
all reasonable efforts to ensure that the phone system is operational and repaired as quickly as
7.InstallationlDisconnection. Telmate shall be responsible for all costs of installation or
disconnection throughout the term of this Contract.
8. Equipment Telmate shall be required to furnish and install equipment, dedicated lines and any
other item necessary to make this service functional. Telmate shall remove all equipment,
dialers and/or dedicated phone lines from the County facilities without charge.
9 ~~ommissions. In consideration for the right to install, maintain, and operate the equipment
within the facility, Telrnate agrees to pay Customer a monthly commission of fifty-nine percent
(59%) of the gross revenue generated as a result of collect calls and a monthly commission of
fifty-nine percent (59%) of the gross revenue generated as a result of pre-paid calls made through
use of equipment. Telmate shall pay such commissions on all calls including Local, Intralata,
Interlata, Interstate, and International calls. Commissions will be based on Revenues from all
completed calls. Gross Revenue excludes Taxes, Government Imposed Fees or Charges, and any
applicable Billing or Security Fees. Such commissions shall be paid by TeImate to Customer by
check on a monthly basis. Such payment shall be made no later than 45 days following the
month in which the revenues were generated from equipment. Said commissions checks will be
made payable to Customer and mailed to Customer's address set about above. All such
commission payments shall be fmal and binding unless written objection thereto is received by
Telmate from Customer within 30 days of payment by Telmate to Customer.
10. Amount and Location of Equipment. The exact location(s) of the equipment at Customer's
facility shall be as per the mutual written agreement of the parties hereto.
II. Rates. The rates charged for any and all collect calls and any and all prepaid calls made with
the use of the equipment is as set forthin Schedule A attached and incorportated into this
agreement as if set out in full herein. Any inconsistency between Schedule A and Telmate's bid
proposal shall be resolved by reliance upon Tel mate ., s bid proposal.
12. Exclusivity. During the term of this Agreement and during any renewal of this Agreement,
Customer grants to Telmate the exclusive right and license to install, maintain, and operate such
telecommunication equipment governing all inmate calls, including local and long distance,
including but not limited to collect calls, debit calls, within any adult jail facility owned or
operated by Customer. During the tenn of this Agreement Customer shall not provide to any
third party ~cess to the equipment, unless necessary as detennined by Customer.
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 2
13. Entire Agreement. The Request for Proposals executed by the Chelan County Board of
Commissioners on April 4, 2011, is hereby incorporated into this Agreement. This Agreement,
~0.Be!!!~r ~~t~_.~~._~.~~!~~~!~~_~~ques~.fQ~J~roposals dat.ed.AprU4.,. ~QJJ.,_~~~_fortft..tb.e.e.nti ..e
understanding of Tel mate Companies and Customer and supersedes all prior agreements,
arrangements, and communications, whether oral or written. Any inconsistency between the
terms and provisions of this Agreement as signed and executed on the dates herein listed and the
tenns and provisions of the Request for Proposals executed by the Chelan County Board of
Commissioners on April 4, 2011, shall be resolved by reliance upon the aforestated Request for
Proposals. This Agreement may only be modified or amended in writing signed by both Parties.
14. Maintenance of Equipment. Dwing the term of this agreement, Telmate shall repair and
maintain the equipment in good operating condition and shall exclusively maintain the
equipment in such condition by furnishing all necessary parts and labor reasonably necessary for
the successful operation of the equipment. Telmate has the exclusive access to open, adjust,
remove, disconnect, repair, replace, or alter the equipment. Customer shall permit employees or
contractors ofTelmate reasonable access in order to provide such service, repair, and
maintenance on equipment. Equipment shall remain the sole property of Telmate. Upon
termination of this Agreement, Telmate shall have the right to enter upon the premises to remove
the equipment consistent with the provisions of this agreement, including but not limited to
Termination. Customer shall notify Telmate of any misuse, destruction, damage, or vandalism to
the equipment as soon as practicable. Customer shall exercise reasonable care to prevent
damage or destruction of the equipment.
15. Public Disclosure. Any materials submitted by Telmate that is considered confidential in
nature must be clearly marked as such. Due to applicable laws and regulations concerning public
documents, Chelan County makes no representation that such material will be kept confidential.
16. Bond. Telmate shall submit a Performance Bond in an amount of $20,000.00 covering
faithful perfonnance of the work issued by a bonding company licensed to transact business in
Chelan County, Washington State, and approved by the County.
17. Insurance. Telmate shall provide Chelan County a Certificate of Inswance, both Workman's
Compensation Insurance and General Liability Insurance coverage for work on the various
County facilities with limits of not less than $100,000/$300,000/$100,000 with excess umbrella
liability of$I,OOO,OOO. Telmate must submit copies of insurance certificates to the County
before any work can be started.
18. Non Discrimination. Chelan County is an equal opportunity employer, and although Telmate
shall not be deemed an employee of Chelan County, Telmate shall comply with all applicable
employment laws. Telmate shall not discriminate against any employee or applicant for
employment because of race, creed, color, sex, age, national origin, marital status, or physical or
other handicap. Telmate shall take affirmative action to ensure that applicants are employed, and
that employees are treated during employment, without regard to their race, creed, color, sex, age,
national origin, marital status, or physical or other handicaps
19. Surveillance. Telmate and Customer realize and agree that the equipment may allow
Customer to monitor, listen to, and/or otherwise record inmate's use of the equipment. Customer
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 3
understands and agrees Telmate has made no warranties, express or implied, as to the legality of
such monitoring, listening or recording..
20. Indemnification. Telmate agrees, to the fullest extent permitted by law, to indemnify and
hold harmless Customer, its officers, agents, and employees against all damages, liabilities or
costs, including reasonable attorneys' fees and defense costs, to the extent caused by Telmate's
negligent performance or failure to perform this agreement and that of its subconsultants or
anyone for whom Telmate is legally liable. Customer agrees, to the fullest extent pennitted by
law, to indemnify and hold harmlessTelmate, its officers and employees against all damages,
liabilities, or costs, not including attorneys' fees or defense costs, to the extent caused by
Customer's negligent performance of this agreement.
21. Confidentiality. Any material or knowledge, in any form or medium, submitted by the
vendor, or that customer acquires at any time or in any manner, that is considered confidential in
nature, trade secret or proprietary, must be clearly marked as such. Due to applicable laws and
regulations concerning public documents, the County makes no representation that such material
will be kept confidential.
22. Patent and Copyrights. Telmate shall hold harmless the County, its officers, agents, and
employees against all claims that equipment, machines, or software supplied infringe aU. S.
patent or copyright. Telmate hereby asserts that the equipment, machines, and software used
does not infringe on any U. S. patent or copyright.
23. Authority. Customer and Telrnate warrant and represent to each other they have the
authority to enter into this binding Agreement and to bind each other to such Agreement.
24. Assignment Telmate may not sell, lease, assign, or otherwise transfer any of the rights or
obligations hereunder to a third party without the prior written agreement of Customer.
25. Notices. All notices provided for in this Agreement shall be in writing and shall be sent
Certified Mail, Return Receipt Requested, to the parties at the addresses set out above or any
other address as specified by a party by prior written notice to the other party. Said notice shall
be deemed received upon date of postmark.
~~L~~._Y_~n9.~-,_~(LSev~l]!.~ili!Y. This Agreement shall be construed under and governed by
the laws of the State of Washington. Proper venue shall only be in Chelan County Superior
Court. 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 other
provisions shall remain unaffected. This Agreement shall be binding upon and inure to the
benefit of Customer, and Telmate, and their successors and assigns. This Agreement cannot be
modified other than by written instruments signed by Customer and Telmate.
27. General Requirements. Telmate shall install a system and equipment conforming to the
a. 3·Way Call Detection
h. A voice biometric used with inmate PINs that provides authentication of call.
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 4
c. Sound proof investigative application - allows "Complete tamper proof package".
d. Expert witness assistance at no charge.
eJhe...systemshal1 be Web-Browser-based, easy to .useapplication.
--·- -- ---- ·f. The system shall allow outgoing calls, only.
g. The system shall allow inmate calls to be restricted to fifteen (15) minutes. Chelan County
representatives must be able to change this call duration limit by inmate PIN, specific telephone,
or group of telephones.
h. The users - inmate and called party - shall be notified of limit in advance of the system
terminating the call.
i. Vendor shall supply one TrY phone to the Chelan County Detention Center.
j. The system must require active acceptance by the called party and shall be capable of two
k. The system shall include user prompts in English and Spanish.
l. The vendor will need to have a program that will proactively attempt to set-up an account for
individuals who are not able to accept collect calls, enabling families to quickly communicate
with incarcerated individuals. Please describe your program.
m. Vendor must notify end user when they have reached seventy-five percent (75%) of its site or
personal credit limit and describe process.
n. Storage and site of vendor equipment and phones shall be pursuant to County directives.
o. System must allow County to turn off each individual phone and the entire system from a
remote location as well as tum off at each phone and at the control panel.
p. Control panel and on/off toggle switches shall be sited as per county directives.
q. System must provide for the use of passwords for access security.
r. System must provide for a dummy terminal allowing for on site access as per County
s. System must provide for access from multiple locations within jail, including but not limited to
booking and sergeants' offices.
t. System must provide for County staff to directly approve and facilitate authorized third party
andlor law enforcement access without contacting Vendor.
u. System must provide for ability to unrestrict length of attorney-client phone calls and ability to
determine allowed phone calls such as bondsmen and attorneys.
v. System must provide for ability of County personnel to directly run reports from dummy
tenninal as per County needs, including but not limited to time, date, inmate use, recipient, and
length of call, etc.
w. System must interface with jail management software system, Spillman.
x. Vendor must state both the limitations and the universality of system interface capabilities
relative to industry standards for jail management software, public accessed fmancial kiosk,
inmate commissary, and other telephone systems, etc.
28. Personal Identification Number (PIN).
The system shall utilize Personal Identification Numbers (PIN) for the inmates, including Open
PIN, Restricted PIN, and Closed PIN.
The system shall prevent duplicate PINs and the minimum and maximum number of digits used
in a PIN shall be
The County shall be able to restrict calls based on the inmate's PIN. This includes call duration,
time of day, and destination numbers.
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 5
29. Fraud Management.
.ibThes~ shall be able to detect,
notify and prevent three-way or conference calls,-except-for
those calls to attorneys or other approved numbers.
b. The system shall prevent the inmate from receiving a second dial tone, or "chain-dialing".
c. The system shall detect any extra digits dialed by the inmate after party has accepted the call.
d. The system shall have capability to remotely survey inmate calls and be able to transfer
specific calls in progress to investigators.
e. The system shall brand each call with the name of the facility and the inmate placing the call.
f. The system shall continue to play the brand recording at random intervals throughout the call.
g. The system shall guard against "Hook-switch dialing," and other fraudulent activities. Please
h. The inmate shall not communicate with the called party until the call has been accepted.
i. The system shall detect the difference between an accepted call, and an answering machine,
busy signal, or other telephone activity. Please describe.
j. The system shall allow call blocking of specific numbers by inmate PIN, telephones, or group
k. The system shall also assign approved calling numbers according to inmate PIN.
I. The system shall permit the called party to block all future calls from a correctional facility.
m. The system must have the capability to suspend an inmate privileges from placing a call and
set a beginning and end date without the need to manually re-enable privileges.
30. Other Investigative Tools.
The system shall be equipped with a remote call-forwarding feature for those numbers that are
under surveillance by the investigative unit. The feature shall allow authorized personnel to
monitor a call from any designated remote location while the call is in progress. The call shall
be automatically re-routed once the call is accepted by the called party and in progress. There
cannot be any distance barriers to the retrieval process so the remote telephone number can be
located within the facility or across the country.
31. Call Acceptance.
a. The system shall alert the called party of the per-minute cost of the call prior to acceptance.
b. The called party must actively accept the call.
c. The inmate cannot communicate with the called party until the call has been accepted.
d. Billing does not begin until the call is accepted.
32. System Security.
a The system must be programmed for auto shut-off at times designated by the County.
b. The County personnel must be able to manually shut down the system in case of emergency.
c. The system shall be password protected to permit only appropriate facility personnel access to
d. The system must have the capability to enable and disable any phone at the facility from any
secured internet enabled computer.
e. For security purposes the system must be a centralized non-premise system that will keep all
records secure and not require the need to maintain at the facility.
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 6
a. The vendor shall supply the capability for the facility to view and track call activity,
_~ol1l!!!_~S!~~JpJ~_~~tiQn, ~d J~~lj~_~ervice req\!e.~Jf.Q.m_practically any location at any time .
via a web accessible site.
b. The vendor shall supply call detail reports to the County. These reports shall contain a variety
of call information and be customizable to suit the County's needs.
c. Standard reports should include: Frequently Dialed Numbers, 3-Way Call Attempts, and Call
Volume by Telephone.
d. Vendor shall supply monthly revenue reports.
e. Vendor shall attach samples of their call detail and other standard reports.
f. Vendor shall provide a secure access to all calling activity within the facility via the
internet/web. The hosted site will need to provide an interface that will allow a facility to view
call detail reports, check and track a facility commission data, and schedule monthly payments.
g. This system should also allow facilities to open and/or view the status of service tickets.
h. System shall provide for ability of County personnel to directly run reports from dwnmy
tenninal as per County needs including but not limited to time, date, inmate use, length of call,
34. Service and Maintenance.
a. Vendor shall provide 24-hour toll free service number.
b. Vendor shall physically respond to county location regarding all major service outages, as
County deems, within four (4) hours by a certified technician at all times, 24 hours per day,
seven days per week, 365 days per year and shall address and correct all problems.
c. Vendor shall provide service policies and procedures as an attachment to this proposal.
d. It is solely the Vendor's responsibility to provide installation and maintenance which includes
all wiring at the detention facilities as well as any additional wiring required to facilitate
visitation recording and monitoring.
e. Equipment installation charges, if any ~ shall be stated in Schedule A, attached hereto and
f. Telmate's contact pE; so,responsible for ongoing account management and support is:
g. Telmate's service office responsible for the County's facilities is:_ _ _ _ __
35. Installation and Cut-Over.
a. The contractor will provide inmate phone sets, the remote administration station and the
automated inmate call control system, instali recording sets, remote system access via the LAN
and the system and insure that they are working properly. This installation is to be completed
within sixty (60) days after award of the contract.
b. Telemate shall submit a complete and detained schedule of the time-frame required for
installation, utility coordination, training, cut-over and testing. The system must be installed in a
manner and under a time frame designed to minimize disruption of the Donnal functioning of the
c. If the schedule cannot be met within the sixty (60) days stated above, Telmate must propose an
installation schedule of events. Failure to state installation time in the bid will obligate the
contractor to complete installation so as required in the bid. Extended installation time may be
considered when in the best interest of the County.
INMA TE TELECOMMUNICATION LOCATION AGREEMENT - Page 7
d. Any delay in the implementation of Telmate' s schedule that is caused by the County will
increase the contractor's time allowance to complete installation by the contractor must submit a
schedule of additional time requjred_---.- --. - .. ... - -.- - ---.----- - - - -.
e. The risk of loss and/or damage will be assumed by the Telmate during shipment, unloading
~.Q.•.....Call Monitoring and Recording.
a. The system shall maintain at a minimum, one hundred eighty (180) days of call recording
online, and vendor shall state maximum call recording maximum capability.
b. Facilities personnel must be able to search call recordings by dialed number, date, time,
inmate account, or site PIN.
c. Facility personnel must be able to simultaneously listen to and record conversations.
d. Recording must be backed for archival. Please describesystem utilized.
Vendor shall provide on-site training to the Chelan County staff in system administration,
operation, and reporting to the satisfaction of Chelan County.
a. The system shall allow collect calls only.
b. The system shall provide a debt account for inmates' families and other approved parties.
c. All prepaid calls will be subject to the same restrictions and features as standard inmate collect
d. The called party shall be informed of the per-minute cost of the call prior to accepting the
a The inmate telephone system shall be a turnkey, non-coin telephone system and service.
b. The vendor shall provide non-coin, collect call, inmate telephones composed of durable,
tamper-free equipment suitable for jail environments. Equipment must not contain any
c. The system must be able to utilize the current PCs that are available at the County without the
need for additional PCs.
d. The system shall have the ability, as authorized by tbeCounty, to monitor live or listen to
previously recorded calls at directly at County offices.
e. The system software shall be based on security level and password protected.
f. All vendor equipment shall comply with FCC regulations.
g. The equipment and system shall be able to meet the County's growing needs.
h. Vendor equipment shall include a backup power supply.
i. The system shall integrate with the County's computer, monitor and programming to integrate
with the inmate telephone system. The system shall identify:
• telephone number originating call
• time of call
• telephone number called
• most frequently called numbers
• length of call
• identify numbers calls from a specific telephone number
INMATE TELECOMMUNICATION LOCATION AGREEMENT· Page 8
• identify telephone numbers called by a specific imnate
• alarm number status
• ... alarm·a -telephone-number~allow-autematie·r-eoorEling- of-the call
• multiple calls from different inmate phones to the same number
j.The system shall have the ability to be monitored from any PCs with proper access permissions.
40. Fees, Rates, and Facility Commissions.
a. The system shall have the capability to inform the called party of the call cost prior to
b. The rates charged to users shall not exceed the tariffs as mandated by the Public Utilities
Commission for all services.
c. The Vendor shall be responsible for the collection of charges for fraudulent or otherwise
d. The Vendor shall be responsible for any and all billing disputes, claims, or liabilities that may
arise in regards to its provisions of this contract.
e. Vendor billing to called parties must include the Vendor information and a toll-free telephone
number to resolve billing disputes.
f. Billing charges shall begin at the time of the call completion when the calling party is
connected to the called party and shall be terminated when either party hangs up. Incomplete
calls such as network intercept recordings, busy signals, no answers, refusals of calls, answering
machine pick-ups, etc., shall not be filled.
g. Under no circumstances will the commission rate be adjusted lower than the rate agreed to at
contract award, nor will the County be obligated to renegotiate any portion of this contract as a
result of an increase to the commission rate.
h. The commission rate shall be based on gross revenue. Gross revenues shall be defmed as total
billable minutes without any allowances or deduction for fraud, line charges, and equipment
charges, other collectible or uncollectible charges. Oiferers shall include a detailed analysis as to
how they determine gross revenue.
41. Commission Structure.
a. The percentage of commission paid to Chelan County, the method used to calculate revenue to
the County (e.g., gross revenue, adjusted gross revenue, net revenue), applicable deductions from
gross revenue before calculating the county's revenue (Le., uncollectible calls, total calls, access
lines charges, clearing house charges, RBOC, LIDB, etc.), method of reporting the calculation of
the County's commission payment, and collection procedure shall be as expressed in the bid
submitted by Telmate in response to the County's April 4, 2011, request for proposals. The
County reserves the right to: audit collection procedures and commission computation and to
terminate the contract if repeated inaccuracies in either procedures or computations are revealed.
Telmate shall provide Chelan County upon request detailed reports of placed, accepted, local and
long distance calls.
b. Vendor shall be responsible for all taxes and compliance with all applicable laws and
c. Vendor shall be responsible for all billing and collection and shall conform to the billing and
collection methods expressed in Telmate's bid submitted in response to County's April 4, 2011
request for proposals.
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 9
d. Chelan County shall be subject to public records laws and Vendor shall affinnatively
acknowledge and accept Chelan County's authority and discretion in response to any and all
P!l!>U~ .!.~P2~~ .f.~l!~~~ ...._. _._._._____ .. _._- -_. - .-. -..- ..... ...... -....-..---.. ....---- ........ . _....---....... -. . ...... ..
DATED this 2.iltayof
Doug E Ian
Ron Walter, Commissioner
J",Jvy.- , 2011.
Telmate, by --'7I'f.:........",..~-----
Duly Au orized Representative
(print name and title)
Keith W. Goehner, Commissioner
Attest: Sally Tayler c.a.vVj t.... 'D t,u\ ~ ~
INMATE TELECOMMUNICATION LOCATION AGREEMENT - Page 10