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Thurston County, WA 2011-Current Contract w/Telmate

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THIS CONTRACT is entered into in duplicate originals between THURSTON COUNTY, a municipal
corporation, with its principal offices at 2000 Lakeridge Drive S.W., Olympia, Washington 98502, hereinafter
"COUNTY," and Telmate, with its principal offices at 1108 SE 6th Street, Ontario, Oregon hereinafter
In consideration of the mutual benefits and covenants contained herein, the parties agree as follows:









The term of this Contract shall begin no later than January I, 2011, and shall terminate on December 31, 2011.
The contract may be extended for (4) one year terms at the County's option by providing written notice prior to
the expiration of each (1) one year term.

The CONTRACTOR represents that it is qualified and possesses the necessary expertise, lmowledge, training,
and skills, and has the necessary licenses andlor certification to perform the services set forth in this Contract.
The CONTRACTOR shall perform the following services:
Provide the Corrections Facility with an inmate telephone system.
a. A detailed description of the services to be performed by the CONTRACTOR is set forth in Exhibit
A, which is attached hereto and incorporated herein by reference.
b. The CONTRACTOR agrees to provide its own labor and materials. Unless otherwise provided for in
the Contract, no material, labor, or facilities will be furnished by the COUNTY.
c. The CONTRACTOR shall perform according to standard industry practice of the work specified by
this Contract.

d.. The CONTRACTOR shall complete its work in a timely manner and in accordance with the schedule
agreed to by the parties.
e. The CONTRACTOR shall, from time to time, during the progress of the work, confer with the
COUNTY. At the COUNTY'S request, the CONTRACTOR shall prepare and present status reports on
its work.

In order to assist the CONTRACTOR in fulfilling its duties under this Contract, the COUNTY shall provide the

a. Relevant information as exists to assist the CONTRACTOR with the perfonnance of the
CONTRACTOR'S services.
b. Coordination with other County Departments or other Consultants as necessary for the performance of
the CONTRACTOR'S services.


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c. Services documents, or other information identified in Exhibit "A".

Each party to this Contract shall have a contract representative. Each party may change its representative upon
providing written notice to the other party. The parties' representatives are as follows:
Name of Representative: Kevin O'Neil
Title: President
Mailing Address: 1108 SE Sixth Street
City, State and Zip Code: Ontario, OR 97914
Telephone Number: 208-739-8333
Fax Number:

b. For COUNTY:
Name of Representative: Todd Thoma
Title: Chief Deputy of Corrections
Mailing Address: 2000 Lakeridge Dr SW
City, State and Zip Code: Olympia, W A 98502
Telephone Number: 360-786-5505
Fax Number: 360-357-2840


The commission payable by the CONTRACTOR shall be paid based upon mutually agreed rates contained in
Exhibit ''B'' which is attached hereto and incorporated herein by reference.


a. In the event of any errors or omissions by the CONTRACTOR in the performance of any work
required under this Contract, the CONTRACTOR shall make any and all necessary corrections without
additional compensation. All work submitted by the CONTRACTOR shall be certified by the CONTRACTOR
and checked for errors and omissions. The CONTRACTOR shall be responsible for the accuracy of the work,
even if the work is accepted by the COUNTY.
b. No amendment, modification or renewal shall be made to this Contract unless set forth in a written
Contract Amendment, signed by both parties and attached to this Contract. Work under a Contract Amendment
shall not proceed until the Contract Amendment is duly executed by the COUN1Y.



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a. The CONTRACTOR shall hold harmless, indemnify and defend the COUNTY, its officers, officials,
employees and agents, from and against any and all claims, actions, suits, liability, losses, expenses, damages,
and judgments of any nature whatsoever, including costs and attorneys fees in defense thereof, for injury,
sickness, disability or death to persons or damage to property or business, caused by or arising out of the
CONTRACTOR'S acts, errors or omissions or the acts, errors or omissions of its employees, agents,
subcontractors or anyone for whose acts any of them may be liable, in the performance of this Contract. Claims
shall include, but not be limited to, assertions that information supplied or used by the CONTRACTOR or
subcontractor infringes any patent, copyrigbt, trademark, trade name, or otherwise results in an unfair trade
practice. PROVIDED HOWEVER, that the CONTRACTOR'S obligations hereunder shall not extend to injury,
sickness, death or damage caused by or arising out of the sole negligence of the COUNTY, its officers, officials,
employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the
CONTRACTOR'S obligations hereunder shall apply only to the percentage of fault attributable to the
CONTRACTOR, its employees, agents or subcontractors.
b. In any and all claims against the COUNTY, its officers, officials, employees and agents by any
employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or
anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be
limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or
for the CONTRACTOR or subcontractor under Worker's Compensation acts, disability benefits acts, or other
employee benefits acts, it being clearly agreed and understood by the parties hereto that the CONfRACTOR
expressly waives any immunity the CONTRACTOR might have bad under Title 51 RCW. By executing the
Contract, the·CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the
parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the
CONTRACTOR makes with any subcontractor or agent perfonning work hereunder.
c. The CONTRACTOR'S obligations hereunder shall include, but are not limited to, investigating,
adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law,
statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR'S employees, agents or

a. Professional Legal Liability: The CONTRACTOR, if he is a licensed professional, shall
maintain Professional Legal Liability or Professional Errors and Omissions coverage appropriate to the
CONTRACTOR'S profession and shall be written subject to limits of not less than $1,000,000
The coverage shall apply to liability for a professional error, act or omission arising out of the scope of
the CONfRACTOR'S services defmed in this Contract Coverage shall not exclude bodily injury or property
damage. Coverage shall not exclude hazards related to the work rendered as part of the Contract or within the
scope of the CONTRACTOR'S services as defined by this Contract including testing, monitoring, measuring
operations, or laboratory analysis where such services are rendered as part of the Contract.
h. Workers' Compensation (Industrial Insurance): The CONTRACTOR shall maintain workers'
compensation insurance as required by Title 51 RCW, .and shall provide evidence of coverage to the Thurston
County Risk Management Division.
The CONTRACTOR shall send to Thurston County at the end of each quarter written verification that
premium has been paid to the Washington State Department of Labor and Industries for Industrial Insurance

coverage. Alternatively, the CONTRACTOR shall provide certification of approval by the Washington State
Department of Labor and Industries if self-insured for Workers Compensation.

c. Commercial General Liability: The CONTRACTOR shall maintain Commercial General
Liability coverage for bodily injury, personal injury and property damage, subject to limits of not less
than $1,000,000 per loss. The general aggregate limit shall apply separately to this Contract and be no
less than $2,000,000.


The CONTRACTOR shall provide Commercial General Liability coverage which
does not exclude any activity to be performed in fulfillment of this Contract.
Specialized forms specific to the industry of the CONTRACTOR will be deemed
equivalent provided coverage is no more restrictive than would be provided under a
standard Commercial General Liability policy, including contractual liability coverage.


The CONTRACTOR'S Commercial General Liability insurance shall include the
COUNTY, its officers, officials, employees and agents with respect to performance
of services, and shall contain no special limitations on the scope of protection
afforded to the COUNTY as additional insured.


The CONTRACTOR shall furnish the COUNTY with evidence that the additional
insured provision required above has been met. An acceptable form of evidence is
the endorsement pages of the policy showing the COUNTY as an additional insured.


If the CONTRACTOR'S liability coverage is written as a claims made policy, then the
CONTRACTOR must evidence the purchase of an extended reporting period or "tail"
coverage for a three-year period after project completion, or otherwise maintain the
coverage for the three-year period.


If the Contract is over $50,000 then the CONTRACTOR shall also maintain
Employers Liability Coverage with a limit of not less than $1 million.

d. Automobile Liability: The CONTRACTOR shall maintain Business Automobile Liability insurance
with a limit of not less than $25,000 each accident combined Bodily Injury and Property Damages. Coverage
shall include owned, hired and non-owned automobiles.

e. Other Insurance Provisions:

The CONTRACTOR'S liability insurance provisions shan be primary with respect to
any insurance or self-insurance programs covering the COUNTY, its elected and
appointed officers, officials, employees and agents.


Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the COUNTY, its officers, officials, employees or agents.


The CONTRACTOR'S insurance shall apply separately to each insured against whom claim
is made or suit is brought, except with respect to the limits of the insurer's liability.


The CONTRACTOR shall include all subcontractors as insured(s) under its policies or shall
furnish separate certificates and endorsements for each subcontractor. All coverage for
subcontractors shall be subject to all of the requirements stated herein.


The insurance limits mandated for any insurance coverage required by this Contract are not
intended to be an indication of exposure nor are they limitations on indemnification.


The CONTRACTOR shall maintain all required policies in force from the time services
commence until services are completed. Certificates, policies, and endorsements expiring
before completion of services shall be promptly replaced.

f. Verification of Coverage and Acceptability of Insurers: The CONTRACTOR shall place
insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company
ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the requirements
for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of



Certificates of Insurance shall show the Certificate Holder as Thurston County and include
c/o of the Office or Department issuing the Contract. The address of the Certificate Holder
shall be shown as the current address of the Office or Department.
Written notice of cancellation or change shall be mailed to the COUNTY at the following
Attn: Risk Analyst
Human Resources
2000 Lakeridge Drive S. W.
Olympia, Washington 98502


The CONTRACTOR shall furnish the COUNTY with properly executed certificated of
insurance or a signed policy endorsement which shall clearly evidence all insurance required
in this section prior to commencement of services. The certificate will, at a minimum, list
limits of liability and coverage. The certificate will provide that the underlying insurance
contract will not be canceled or allowed to expire except on thirty (30) days prior written
notice to the COUNTY.


The CONTRACTOR or its broker shall provide a copy of any and all insurance policies
specified in this Contract upon request of the Thurston County Risk Management Division.

a. The COUNTY may terminate this Contract for convenience in whole or in part whenever the
COUNTY determines, in its sole discretion, that such termination is in the best interests of the
COUNTY. The COUNTY may terminate this Contract upon giving ten (10) days written notice by
Certified Mail to the CONTRACTOR. In that event, the COUNTY shall pay the CONTRACTOR for all
costs incurred by the CONTRACTOR in performing the Contract up to the date of such notice. Payment
shall be made in accordance with Section 5 of this Contract.
b. In the event that funding for this project is withdrawn, reduced or limited in any way after the
effective date of this Contract, the COUNTY may summarily terminate this Contract notwithstanding any
other tennination provision of the Contract. Termination under this paragraph shall be effective upon the
date specified in the written notice of termination sent by the COUNTY to the CONTRACTOR. After
the effective date, no charges incurred under this Contract are allowable.
c. If the CONTRACTOR breaches any of its obligations hereunder, and fails to cure the breach within
ten (10) days of written notice to do so by the COUN1Y, the COUNTY may terminate this Contrac~ in
which case the COUNTY shall pay the CONTRACTOR only for the costs of services accepted by the
COUNTY, in accordance with Section 5 of this Contract. Upon such termination, the COUNTY, at its
discretion, may obtain performance of the work elsewhere, and the CONTRACTOR shall bear all costs

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and expenses incurred by the COUNTY in completing the work and all damage sustained by the
COUNTY by reason of the CONTRACTOR'S breach. If, subsequent to termination, it is determined for
any reason that (1) the CONTRACTOR was not in default, or (2) the CONTRACTOR'S failure to
perform was not its fault or its subcontractor's fault or negligence, the termination shall be deemed to be
a termination under subsection a of this section.

a. The CONTRACTOR shall perform the terms of the Contract using only its bona fide employees or
agents who have the qualifications to perform under this Contract. The obligations and duties of the
CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or
firm without the prior express written consent of the COUNTY.
b. The CONTRACTOR warrants that it has not paid nor has it agreed to pay any company, person,
partnership, or firm, other than a bona fide employee working exclusively for CONTRACTOR, any fee,
commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award
or making of this Contract.

The parties agree that the excuse or forgiveness of performance, or waiver of any provision(s) of this
Contract does not constitute a waiver of such provision(s) or future performance, or prejudice the right of the
waiving party to enforce any of the provisions of this Contract at a later time.

a. The CONTRACTOR'S services shall be furnished by the CONTRACTOR as an Independent
Contractor and not as an agent, employee or servant of the COUNTY. The CONTRACTOR specifically has the
right to direct and control CONTRACTOR'S own activities in providing the agreed services in accordance with
the specifications set out in this Contract.

b. The CONTRACTOR acknowledges that the entire compensation for this Contract is set forth in
Section 5 of this Contract, and the CONTRACTOR is not entitled to any County benefits, including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefIts,
or any other rights or privileges afforded to Thurston County employees.
c. The CONTRACTOR shall have and maintain complete responsibility and control over all of its
subcontractors, employees, agents, and representatives. No subcontractor, employee, agent or representative of
the CONTRACTOR shall be or deem to be or act or purport to act as an employee, agent or representative of the
d The CONTRACTOR shall assume full responsibility for the payment of all payroll taxes, use, sales,
income or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal or state
legislation which is now or may during the term of this Contract be enacted as to all persons employed by the
CONTRACTOR and as to all duties, activities and requirements by the CONTRACTOR in performance of the
work on this project and under this Contract and shall assume exclusive liability therefore, and meet all
requirements thereunder pursuant to any rules or regulations.

e. The CONTRACTOR agrees to immediately remove any of its employees or agents from assignment
to perform services under this Contract upon receipt of a written request to do so from the COUNTY'S contract
representative or designee.

The CONTRACTOR shall comply with all applicable federal, state and
in performing this Contract.


rules and regulations

The COUNTY may, at reasonable times, inspect the books and records of the CONlRACTOR relating to
the performance of this Contract. The CONTRACTOR shall keep all records required by this Contract for six (6)
years after termination of this Contract for audit purposes.

The CONlRACTOR, its assignees, delegates or subcontractors shall not discriminate against any person
in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion,
national origin, age, sex, marital status, veteran status, sexual orientation or the presence of any disability.
hnplementation of this provision shall be consistent with RCW 49.60.400.


a. Material produced in the performance of the work under this Contract shall be ''works for hire" as
defined by the U.S. Copyright Act of 1976 and shall be owned by the COUNTY. This material includes, but is
not limited to, books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound
reproductions, studies, surveys, tapes, andlor training materials. Ownership includes the right to copyright,
patent, register, and the ability to transfer these rights. The COUNTY agrees that if it uses any materials
prepared by the CONlRACTOR for purposes other than those intended by this Contract, it does so at its sole risk
and it agrees to hold the CONlRACTOR harmless therefore to the extent such use is agreed to in writing by the
b. An electronic copy of all or a portion of material produced shall be submitted to the COUNTY upon
request or at the end of the job using the word processing program and version specified by the COUNTY.

Differences between the CONTRACTOR and the COUNTY, arising under and by virtue of this Contract,
shall be brought to the attention of the COUNTY at the ear1 iest possible time in order that such matters may be
settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of
perfoimance andlor compensation due the CONTRACTOR shall be decided by the COUN1Y'S Contract
representative or designee. All rulings, orders, instructions and decisions of the COUNTY'S contract
representative shall be final and conclusive, subject to the CONTRACTOR'S right to seek judicial relief pursuant
to Section 18.

a. This Contract has been and shall be construed as having been made and delivered within the State of
Washington, and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of
Washington, both as to its interpretation and performance.
b. Any action at law, suit in equity, or judicial proceeding arising out of this Contract shall be instituted
and maintained only in any of the courts of competent jurisdiction in Thurston County, Washington.


a. If a court of competent jurisdiction holds any part, term or provision of this Contract to be
illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and
the parties' rights and obligations shall be construed and enforced as if the Contract did not contain the
particular prOVision held to be invalid.
b. If any provision of this Contract is in direct conflict with any statutory provision of the State of
Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as
it may conflict, and shall be deemed modified to conform to such statutory provision.
c. Should the COUNTY detennine that the severed portions substantially alter this Contract so that the
original intent and purpose of the Contract no longer exists, the COUNTY may, in its sole discretion, terminate
this Contract.

The parties agree that this Contract is the complete expression of its terms and conditions. Any oral or
written representations or understandings not incorporated in this Contract are specifically excluded.

Any notices shall be effective if personally served upon the other party or if mailed by registered
or certified mail, return receipt requested, to the addresses set out in Section 4. Notice may also be
given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three
days follOwing the date of mailing or immediately if personally served. For service by facsimile, service
shall be effective upon receipt during working hours. If a facsimile is sent after worldng hours, it shall
be effective at the beginning of the next working day.

The parties hereto acknowledge that the waiver of immunity set out in Section 7.b. was
mutually negotiated and specifically agreed to by the parties herein.



Firm: Telmate



By: Kevin O'Neil



Title: President

Thurston County, Washington

Address: II 08 SE 6 Street
Ontario, OR 97911




(Authorized Representative)



f 12/JDL 0


Date , }


II Of I /


Approved as to Form by the Prosecuting Attorney's Office
Reviewed 115/05



The services to be pertormed by the CONTRACTOR under this Contract, which are
described in Section 2 of the Contract (SERVICES PROVIDED BY THE CONTRACTOR), are set forth
as follows:

Install inmate telephones, associated equipment, wiring, hardware, enclosures and hands free inmate
telephones at locations mutually agreed upon by both parties. The CONTRACTOR shall be required
to increase or decrease the number of phones in the system upon reasonable request at no cost to the
COUNTY after the initial installation.

b. Jointly determine with the COUNTY the appropriate number and type of inmate telephones and
enclosures to be installed at each location.

Service and repair the inmate telephones and associated equipment provided by the CONTRACTOR.,
at the CONTRACTOR'S expense, except as otherwise agreed upon herein.

d. The CONTRACTOR acknowledges responsibility to comply with the Americans with Disabilities
Act (ADA) as it relates to the CONTRACTOR provided equipment.

The CONTRACTOR shall provide toll-free phone support to the COUNTY in order to assist the
COUNTY in executing system functions and in troubleshooting.


The CONTRACTOR shall provide a primary technician that will provide all normal and preventative
maintenance. The CONTRACTOR shall designate VISION IT, Inc., PO Box 111688 Tacoma, WA
98411 (800) 948-0460 as the primary technician.

g. The CONTRACTOR shall provide service within 4 hours from call, 24 hours a day, 7 days per week
in case of significant system failure, including multi station failure.
h. The CONTRACTOR shall provide service within 24 hours from request for service for minor system
problems, such as a single phone failure or routine service calls.

The CONTRACTOR shall replace inoperable equipment within 48 hours from the call.


The CONTRACTOR shall have staff available 24 hours a day to provide consultation and technical
support by phone as needed.

k. The CONTRACTOR shall full warranty on all proposed hardware and software.

The CONTRACTOR shall install any improved or updated software versions issued by the
manufacturer at no cost to the COUNTY.

m. The CONTRACTOR shall provide on-site training at no cost to the COUNTY.
n. The CONTRACTOR shall ensure that facility inmate worker telephones allow free local phone call

on a daily basis as defmed by the COUNTY but limited to no more than one free phone call per day
per local number with the day beginning at 0001 and ending at 2400 hours.
o. The CONTRACTOR shall provide inmate visitation phones at no cost to the COUNTY.
p. The CONTRACTOR shall provide The Telmate Phone system to include twelve (12) months on-line
recording, live monitoring and reporting tools:

Full Channel Integrated Recording (from the moment the inmate goes off hook)
Live Monitoring (accessible via standard Internet Explorer)
Full Call detail Reporting (including charges per call for commission calculations)
CDIDVD utility (allowing for portability and backup of conversations)
Virtual Private Network (VPN - enabling access to the Telmate system anywhere anytime)
Prepaid Collect Options (allows for lower cost calling)
Inmate PIN system integrated with the booking system
Inmate Voice Recognition (when development is completed)
Multi-Level Security Capabilities

q. The CONTRACTOR shall provide installation of the Telmate Phone System and replacement of the
existing inmate telephones.

The CONTRACTOR shall provide training as required by the Thurston County Sheriff's Office.

The services to be performed by the COUNTY under this Contract, which are described in Section 3 of
the Contract (SERVICES PROVIDED BY THE COUNTY) are set forth as follows (if applicable):

To provide adequate space for inmate telephones and enclosures which is easily accessible to the
inmates during the Donnal operating hours of the COUNTY. In the event the COUNTY is not the
owner of the premises, the COUNTY shall, where necessary, obtain permission from the building
owner or owner's agent for the placement of the CONTRACTOR'S inmate telephones, and shall be
responsible for any fee for use of required riser cable and electric power.

b. Maintain the area around the inmate telephones and enclosures and ensure safe and ready access by
the inmates and the CONTRACTOR.

Allow the CONTRACTOR access to perform maintenance during the established hours of
accessibility jointly agreed to by the COUNTY and the CONTRACTOR, except when accessibility
must be denied to ensure the safety of the CONTRACTOR'S personnel andlor to maintain
institutional control.

d. Exercise reasonable care to prevent the loss through theft and any damage to the inmate telephones
from any source.

The CONTRACTOR is and shall remain the owner of the inmate telephones, associated equipment,
hardware provided by the CON1RACTOR whether or not physically attached to real estate.



The CONTRACTOR shall be required to meet the COUNTY"S standard of performance, as
specified in the following, for the system installation:
1. If the equipment performs as required by the COUNTY for a period of thirty (3D)
consecutive days form the commencement date of the performance period, it shall be
deemed to have met the COUNTY'S standard of performance and shall constitute a
successful performance period. Failure of the performance test shall be deemed to have
occurred when any common system reqUirement, feature or components does not perform
in accordance with the manufacturers specifications.

2. If the system fails to meet the standard of performance during a performance period, the
CONTRACTOR and the COUNTY can mutually agree to begin another performance period.
It is not required that one thirty (3D) day period expire in order for another performance
period to begin.

3. Immediately upon successful completion of the performance period, the COUNTY shall
notify the CONTRACTOR in writing of acceptance of the eqUipment and authorize the
warranty to take effect as of the first day of the successful performance period.

4. If successful completion of the performance period is not attained within 45 days of the
installation date, the County shall have the option of terminating the contract, rejecting the
failing unit(s), or continuing the performance tests. The COUNTY'S option to terminate the
contract shall remain in effect until such time as a successful completion of the performance
period is attained.

5. During the performance period, the COUNTY may require the CONTRACTOR to replace a
system component that has failed the performance requirements. A new performance
period will begin with installation of any replacement component. The COUNTY and
CONTRACTOR must mutuany agree on the replacement.




Telephone Equipment Investment: The termination charge shall be $318.45 for each new
inmate telephone, reduced by $26.54 for each month the inmate telephone is in service after the
installation date. The termination charge shall be $420.00 for each new indoor public telephone,
reduced by $35.00 for each month the indoor public telephone is in service after the installation date.



Net Unamoritized Capital



Installation Cost



Removal Cost

$ N/Alset

$ 85.00/set




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1. The CONTRACTOR'S compensation under this Contract, which is described in Section 5 of the
Contract (COMPENSATION), is set forth as follows:


Commissions will be paid by the CONTRACTOR to the COUNTY based on gross call revenues. No
deductions from uncollectible calls, inability to bill, bad debt or any other costs associated with the
provision of the inmate phone system may be considered in commission calculation.

h. The CONTRACTOR shall pay sixty-five percent (65%) of gross billed revenue with no deductions
on all collect phone calls.



The CONTRACTOR shall pay sixty-five (65%) of all prepaid, collect, and debit card revenue with
no deductions.

d. The CONTRACTOR will issue a commission check to the County within forty-five (45) days
following the close of the previous calendar month.

The CONTRACTOR shall not charge to the COUNTY any fees, billing and collection expenses,
installation and equipment costs, liability for fraudulent use of telephones, uncollectable billings,
carrier fees, governmental fees and any other direct or indirect costs associated with providing the
telephone system.

2. The CONTRACTOR'S response to the COUNTY'S "RFP" is hereby incorporated by reference. The
CONTRACTOR is obligated to compensate the COUNTY as addressed in their response to the "RFP" not
specifically set forth above.