Prison Phone Justice

AdvnntngcCT#: 03A 201701 lf'2095

STATE OF MAINE
DEPARTMENT OF CORRESTIONS
Agreement to Purchase Services
THIS AGREEMENT, made this 3rd day of January. 2017, is by and between the State of Maine, Depa11ment of
Corrections, hereinafter called "Department," and Legacy Inmate Communications, located at 10833 Valley View Street,
Suite 150. Cypress, CA 90630, he1·einatler called "Provider", for the period of January I. 2017 to June 30. 2019.
The AdyantagcME Vend or/Customer number of the Provider is VC00002 I 5770.
WITNESSETH, that for and in consideration of the payments and agreements l1ereinntler mentioned, to be made nnd
performed by the Department, the Provider hereby agrees with the Depm1menl to furnish all q11alified personnel, facilities,
materials and services and in consultation with the Department, to perfonn the services, study or projects described in
Rider A, and under the tenns of this Agreement. The following riders are hereby incorporated into this Agrccrncnl and
made part of it by reference:
Rider A-Specitications of Work to be Performed
Rider B-IT - Payment and Other Provisions
Rider C - Exceptions to Rider B-IT
Rider D - RFP II 201511215 for Prisoner/Resident Phone and Remote Video Visitation System
Rider E - Proposal Response Submitted by Legacy Inmate Communications
Rider G- ldenlifieation of Country in Which Contracted Work will be Performed
IN WITNESS WHEREOF, the Department and tho Provider, by their representatives duly authoriz<'d, have executed this
agreement in one (I l original copy.
LEGACYINM

By:
Curtis Br
Date:

Date:
DEPARTMENT OF CORRECTIONS

By:

V~/AJJA t:b--~-

Jody Brc16n:Deputy Commissioner
Date:

I

(30/17

Total Agreement Amount: $1.417.500 - Est. (paid from Inmate Tntst Fund)
The approval and encumbrance of this Agreement-by the Chair of the State Procurement Review
Commi1tee and the State Controller is evidenced only by a stamp affixed to this page or by an Approval
Cover Page from the Division of Purchases.
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AdvantageME ACCOUNT CODING

FY2017 - Prisoner/Resident Trust Funds
.QOCTOTAL

FND

DEPT

UNIT

SUB
UNIT

OBJ

JOB NO.

PROGRA.\£

UNlT

SUB
UNIT

OBJ

JOB NO.

PROGRA.\f

SUB

OBJ

JOB NO.

PROGRAM

VCNUMBER

VC0000215770

$157,500

FY2018 - Prisoner/Resident Trust Funds
DOC TOTAL

FND

DEPT

VCNUMBER

VC0000215770

$630,000

FY2019 - Prisoner/Resident Trust Funds
DOC TOTAL

VCNlD.ffiER

VC0000215770

FND

DEPT

UNIT

UNIT

$630,000

AGREEMENT TO PURCHASE SERVICES (BP54-IT)

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RIDER A
SPECIFICATIONS OF WORK TO BE PERFORMED

1. Agreement Summarv
The Provider will install, implement and maintain a debit only prisoner/resident - phone system and a
remote video visitation system for statewide MDOC facilities. The system includes all equipment,
hardware, software, system engineering, material maintenance, labor, training and all things necessaiy to
provide, install, implement, interface, and maintain the phone and video visitation system.

2.
•
•
•
•
•

Facilities Served:
Maine State Prison [Warren, ME]
Maine Correctional Center [Windham, ME]
Long Creek Youth Development Center [South Portland, ME)
Bolduc Correctional Facility [Warren, ME]
Mountain View Correctional Facility [Charleston, ME] - (Now combined with Charleston Correctional
Facility and operating as one facility)
• Women's Reentry Center [Windham, ME] - (Currently under construction; anticipated opening
March, 2017)
• Downeast Correctional Facility [Machiasport, ME]

Should an MDOC facility move or be re-located, the Depaiiment will notify the Provider in advance and the
Provider agrees to continue provision of the contracted services without interruption.

3. Contract Term:
The initial contract term is set forth above. Following the initial term of the contract, the Department may
opt to renew the contract for three (3) renewal periods of one year each, subject to continued availability of
funding and satisfactory performance.
4. Description o(Services Provided Under This Contract:
A. The parties agree that the services described in MDOC' s solicitation document, RFP #201511215 for
Prisoner/Resident Phone and Remote Video Visitation System (incorporated into this Agreement as
Rider D), together with the proposal response submitted by the Provider (incorporated into this
Agreement as Rider E), fairly and accurately describe the services to be provided under this contract.
Despite other ancillary services proposed by the Provider, this contract is limited to the services
specified in the Department's RFP document.
B. Rider E includes two additional documents-Implementation Plan and Testing and Acceptance Planwhich will serve as "updates" to plans submitted in the Provider's original proposal. As reflected in the
updated plans, the Provider will initially install standard telephones in lieu of their Bridge
Communication Devices (BCDs), with the exception of two BCD units being installed at MCC for the
piloting of video visitation services. When/ifMDOC decides it would like to expand video visitation to
other facilities, the Provider will install said services in order to accommodate the Department's needs,
at no additional cost or obligation to the Department.
C. The paiiies mutually understand and agree that in the event of any conflict among the provisions of the
above documents that constitute the State of Maine Contract for Special Services with Provider, the

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conflict shall be resolved by giving precedence to the documents in the order listed, with the State of
Maine Agreement to Purchase Services (Division of Purchases Fo1m BP54-IT; Face Page) having the
highest precedence, and the Legacy Technical Proposal Response being subordinate to all other listed
documents.
D. The parties further agree that, after appropriate consultation with the Department, the Provider will add,
remove, swap or change necessary equipment in order to meet the Depaiiment's ongoing needs. Such
changes may occur during the initial installation phase or at any future point during the term of this
contract.

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RIDERB-IT
METHOD OF PAYMENT AND OTHER PROVISIONS

1.
AGREEMENT AMOUNT: The "per minute" Call Rates and Commission Rates under this Agreement
are delineated as follows:
Telephone

Call Rate
Inter national Rate
Commission Rate

Video Visitation

Remote Visitation Rate
Commission Rate

2.
INVOICES AND PAYMENTS:
(5) days of the end of each month.

$0.09
$0.20
$0.05

.

$0.25
$0.05

Legacy will provide a detailed invoice to the MDOC within five

A. For Telephone services, the MDOC agrees to pay Legacy $0.04 for each domestic Debit Call Minute
(DCM) of usage and $0.15 for each international DCM.
B. For Video Visitation services, Legacy agrees to pay MDOC $0.05 per minute of usage following a
mutually agreeable invoicing/verification process.
Invoices for payment, submitted on forms approved by the Department, shall be submitted to the Agreement
Administrator. Invoices shall contain sufficient detail to allow proper cost allocation and shall be accompanied
by supporting documentation. No invoice will be processed for payment until approved by the Agreement
Administrator. All invoices require the following:
E. All invoices must include the Vendor Code number assigned when registering as a vendor with the State
of Maine. This number appears on all Contracts and Purchase Orders and can be acquired from the
agency contact.
F. All invoices must include the vendor's Federal ID Number.
G. All invoices must include either the Purchase Order number or the Contract number relating to the
commodities/services provided.
H. In cases where hourly rates of contracted resources are concerned, invoices must contain a copy or
copies of time sheets associated with that invoice. Time sheets will need to be reviewed and approved by
the State's contract administrator.
Payments are subject to the Provider's compliance with all items set forth in this Agreement. The Department
will pay the Provider within thirty (30) days following the receipt of an approved invoice.
The charges described in this Agreement are the only charges to be levied by the Provider for the products and
services to be delivered by it. There are no other charges to be made by the Provider to the Department, unless

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they are performed in accordance with the provisions of Section 5, Changes in the Work. The Provider shall
maintain documentation for all charges against the Depa1tment under this Agreement.

3.
INDEPENDENT CAPACITY
In the performance of this Agreement, the Provider shall act in the
capacity of an independent contractor and not as an employee or agent of the State.
4.

AGREEMENT ADMINISTRATOR

The Agreement Administrator is the Depmtment's
representative for this Agreement. S/he is the single authority to act on behalf of the Department for ihis
Agreement. S/he shall approve all invoices for payment. S/he shall make decisions on all claims of the Provider.
The Provider shall address all contract correspondence and invoices to the Agreement Administrator. The
following person is the Agreement Administrator for this Agreement:
Name:
Title:
Address:
Telephone:
E-mail address:

Scott Goulette
Financial Analyst
11 SHS, 25 Tyson Drive, Augusta, ME 04333
207-287-2729
scott.goulette@maine.gov

The following individual is designated as the Program Administrator for this Agreement and shall be
responsible for oversight of the programmatic aspects of this Agreement. All project status reports, day to day
operational issues and project program material and issues shall be directed to this individual.
Name:
Title:
Address:
Telephone:
E-mail address:

Mmtin Murphy
Manager of Correctional IT
11 SHS, 25 Tyson Drive, Augusta, ME 04333
207-287-4514
martin.murphy@maine.gov

5.

CHANGES IN THE WORK

6.

SUBCONTRACTORS

The Department may order changes in the work, the Agreement
Amount being adjusted accordingly. Any monetary adjustment or any substantive change in the work shall be in
the form of an amendment signed by both parties and approved by the State Purchases Review Committee. Said
amendment must be effective prior to the execution of the changed work.
The Provider may not enter into any subcontract for the work to be
performed under this Agreement without the express written consent of the Department. This provision shall not
apply to contracts of employment between the Provider and its employees.
The Provider is solely responsible for the performance of work under this Agreement. The approval of the
Depmtment for the Provider to subcontract for work under this Agreement shall not relieve the Provider in any
way of its responsibility for performance of the work.
All Subcontractors shall be bound by the terms and conditions set forth in this Agreement. The Provider shall
give the State immediate notice in writing of any legal action or suit filed, and prompt notice of any claim made
against the Provider by any Subcontractor, which may result in litigation related in any way to this Agreement,
or which may affect the performance of duties under this Agreement. The Provider shall indemnify and hold
harmless the Depmtment from and against any such claim, loss, damage, or liability as set fotth in Section 16,
State held Harmless.

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7.
SUBLETTING, ASSIGNMENT OR TRANSFER
The Provider shall not sublet, sell, transfer,
assign, or otherwise dispose of this Agreement, or any portion thereof, or of its right, title, or interest therein,
without the written approval of the Department. Such approval shall not in any case relieve the Provider of its
responsibility for performance of work under this Agreement.

8.

EQUAL EMPLOYMENT OPPORTUNITY
Provider cetiifies as follows:

During the performance of this Agreement, the

I.
The Provider shall not discriminate against any employee or applicant for employment relating
to this Agreement because of race, color, religious creed, sex, national origin, ancestry, age, physical or
mental disability, or sexual orientation, unless related to a bona fide occupational qualification. The
Provider shall take affirmative action to ensure that applicants are employed, and employees are treated
during employment, without regard to their race, color, religion, sex, age, national origin, physical or
mental disability, or sexual orientation.
Such action shall include but not be limited to the following: employment, upgrading, demotions, or
transfers; recruitment or recruitment advertising; layoffs or te1minations; rates of pay or other forms of
compensation; and selection for training including apprenticeship. The Provider agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
2.
The Provider shall, in all solicitations or advertising for employees placed by, or on behalf of, the
Provider, relating to this Agreement, state that all qualified applicants shall receive consideration for
employment without regard to race, color, religious creed, sex, national origin, ancestry, age, physical or
mental disability, or sexual orientation.
3.
The Provider shall send to each labor union, or representative of the workers, with which it has a
collective bargaining agreement, or other agreement or understanding, whereby it is furnished with labor
for the performance of this Agreement, a notice to be provided by the contracting agency, advising the
said labor union or workers' representative of the Provider's commitment under this section, and shall
post copies of the notice in conspicuous places, available to employees and applicants for employment.
4.
The Provider shall inform the contracting Department's Equal Employment Opportunity
Coordinator of any discrimination complaints brought to an external regulatory body (Maine Human
Rights Commission, EEOC, Office of Civil Rights, etc.) against itself by any individual, as well as any
lawsuit regarding alleged discriminatory practice.
5.
The Provider shall comply with all aspects of the Americans with Disabilities Act (ADA) in
employment, and in the provision of service, to include accessibility and reasonable accommodations for
employees and clients.
6.
Contractors and Subcontractors with contracts in excess of $50,000 shall also pursue in good
faith affirmative action programs.
7.
The Provider shall cause the foregoing provisions to be inserted in any subcontract for any work
covered by this Agreement so that such provisions shall be binding upon each Subcontractor, provided
that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial
supplies or raw materials.

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9.
EMPLOYMENT AND PERSONNEL
The Provider shall not engage any person in the employ of
any State Department or Agency in a position that would constitute a violation of 5 MRSA § 18 or. 17 MRSA §
3104. The Provider shall not engage on a full-time, part-time, or any other basis, during the period of this
Agreement, any personnel who are, or have been, at any time during the period of this Agreement, in the
employ of any State Department or Agency, except regularly retired employees, without the written consent of
the State Purchases Review Committee. Further, the Provider shall not engage on this project on a full-time,
part-time, or any other basis, during the period of this Agreement, any retired employee of the Depaiiment, who
has not been retired for at least one year, without the written consent of the State Purchases Review Committee.
The Provider shall cause the foregoing provisions to be inserted in any subcontract for any work covered by this
Agreement, so that such provisions shall be binding upon each Subcontractor, provided that the foregoing
provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.
10.

STATE EMPLOYEES NOT TO BENEFIT

11.

NO SOLICITATION

12.

ACCOUNTING, RECORDS, AND AUDIT

No individual employed by the State at the time this
Agreement is executed, or any time thereafter, shall be admitted to any share or pa1i of this Agreement, or to
any benefit that might arise there from, directly or indirectly, that would constitute a violation of 5 MRSA § 18
or 17 MRSA § 3104. No other individual employed by the State at the time this Agreement is executed, or any
time thereafter, shall be admitted to any share or part of this Agreement, or to any benefit that might arise there
from, directly or indirectly, due to his employment by, or financial interest in, the Provider, or any affiliate of
the Provider, without the written consent of the State Purchases Review Committee. The Provider shall cause
the foregoing provisions to be inserted in any subcontract for any work covered by this Agreement so that such
provisions shall be binding upon each Subcontractor, provided that the foregoing provisions shall not apply to
contracts or subcontracts for standard commercial supplies or raw materials.
The Provider certifies that it has not employed or contracted with any
company or person, other than for assistance with the normal study and preparation of a proposal, to solicit or
secure this Agreement, and that it has not paid, or agreed to pay, any company or person, other than a bona fide
employee working solely for the Provider, any fee, commission, percentage, brokerage fee, gifts, or any other·
consideration, contingent upon, or resulting from, the award of this Agreement. For breach or violation of this
provision, the Department shall have the right to terminate this Agreement without liability or, at its discretion,
to otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

1.
The Provider shall maintain all books, documents, payrolls, papers, accounting records, and
other evidence pertaining to this Agreement, including interim reports and working papers, and make
such materials available at its offices at all reasonable times during the period of this Agreement, and for
a period of five (5) years following termination or expiration of the Agreement. If any litigation, claim
or audit is staiied before the expiration of the 5-year period, the records must be retained until all
litigation, claims or audit findings involving the agreement have been resolved.
2.
Unless the Department specifies in writing a shorter period of time, the Provider agrees to
preserve and make available all documents and records pertaining to this Agreement for a period of five
(5) years from the date of termination of this Agreement.
3.
Records involving matters in litigation shall be kept for one year following the termination of
litigation, including all appeals.

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4.
Authorized Federal and State representatives shall have access to, and the right to examine, all
pertinent documents and records during the five-year post-Agreement period. During the five-year postAgreement period, delivery of, and access to, all pertinent documents and records will be at no cost to
the Department.
5.
The Provider shall be liable for any State or Federal audit exceptions, if applicable, that arise out
of any action, inaction, or negligence by the Provider. In the event of an audit exception for which the
Provider is liable, the Provider shall have thirty (30) days to remedy that exception. If the Provider fails
to remedy that exception within this time period, the Provider shall immediately return to the
Department all payments made under this Agreement which have been disallowed in the audit
exception.
6.
Authorized State and Federal representatives shall at all reasonable times have the right to enter
the premises, or such other places, where duties under this Agreement are being performed, to inspect,
monitor, or otherwise evaluate, the work being performed. All inspections and evaluations shall be
performed in such a manner that will not compromise the work umeasonably.
7.
ACCESS TO PUBLIC RECORDS As a condition of accepting a contract for services under
this section, a contractor must agree to treat all records, other than proprietary information, relating to
personal services work performed under the contract as public records under the freedom of access laws
to the same extent as ifthe work were performed directly by the department or agency. For the purposes
of this subsection, "proprietary information" means information that is a trade secret or conunercial or
financial information, the disclosure of which would impair the competitive position of the contractor
and would make available information not otherwise publicly available. Information relating to wages
and benefits of the employees performing the personal services work under the contract and information
concerning employee and contract oversight and accountability procedures and systems are not
proprietary information. The Provider shall maintain all books, documents, payrolls, papers, accounting
records and other evidence pertaining to this Agreement and make such materials available at its offices
at all reasonable times during the period of this Agreement and for such subsequent period as specified
under Maine Uniform Accounting and Auditing Practices for Community Agencies (MAAP) rules. The
Provider shall allow inspection of pe1iinent documents by the Department or any authorized
representative of the State of Maine or Federal Government, and shall furnish copies thereof, if
requested. This subsection applies to contracts, contract extensions and contract amendments executed
on or after October I, 2009.

13.
TERMINATION
The performance of work under this Agreement may be terminated by the
Department in whole or in paii, whenever, for any reason the Agreement Administrator shall determine that
such te1mination is in the best interests of the Department. Any such termination shall be effected by the
delivery to the Provider of a Notice of Termination specifying the extent to which the performance of work
under this Agreement is terminated, and the date on which such termination becomes effective. The Agreement
shall be equitably adjusted to compensate for such termination and modified accordingly.
Upon receipt of the Notice of Termination, the Provider shall:
1.
Stop work under this Agreement on the date and to the extent specified in the Notice of
Termination;

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2.
Take such action as may be necessary, or as the Agreement Administrator may direct, for the
protection and preservation of the prope1iy, information, and data related to this Agreement, which is in
the possession of the Provider, and in which the Department has, or may acquire, an interest;
3.
Terminate all orders to the extent that they relate to the perfo1mance of the work terminated by
the Notice of Termination;
4.
Assign to the Depaiiment in the manner, and to the extent directed by the Agreement
Administrator, all of the rights, titles, and interests of the Provider under the orders so terminated, in
which case the Department shall have the right, at its discretion, to settle or pay any or all claims arising
out of the termination of such orders;
5.
With the approval of the Agreement Administrator, settle all outstanding liabilities and claims,
arising out of such termination of orders, the cost of which would be reimbursable in whole or in part, in
accordance with the provisions of this Agreement;
6.
Transfer title to the Department (to the extent that title has not already been transferred) and
deliver in the manner, at the times, and to the extent directed by the Agreement Administrator,
equipment and products purchased pursuant to this Agreement, and all files, source code, data manuals,
or other documentation, in any form, that relate to all the work completed, or in progress, prior to the
Notice of Termination;
7.
Complete the performance of such part of the work as shall not have been terminated by the
Notice of Termination; and
8.
Proceed immediately with the performance of the preceding obligations, notwithstanding any
delay in determining or adjusting the amount of any compensation under this section.
Notwithstanding the above, nothing herein shall limit the right of the Department to pursue any other legal
remedies against the Provider.

14.
GOVERNMENTAL REQUIREMENTS The Provider shall comply with all applicable
governmental ordinances, laws, and regulations.
15.
GOVERNING LAW
This Agreement shall be governed by, interpreted, and enforced in
accordance with the laws, statutes, and regulations of the State of Maine, without regard to conflicts of law
provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods
and of the Unifmm Computer Information Transactions Act shall not apply to this Agreement. Any legal
proceeding against the Depaiiment regarding this Agreement shall be brought in the State of Maine in a court of
competent jurisdiction.
16.
STATE HELD HARMLESS
The Provider shall indemnify and hold harmless the Department
and its officers, agents, and employees from and against any and all claims, liabilities, and costs, including
reasonable attorney fees, for MY or all injuries to persons or property or claims for money damages, including
claims for violation of intellectual property rights, arising from the negligent acts or omissions of the Provider,
its employees or agents, officers or Subcontractors in the performance of work under this Agreement; provided,
however, the Provider shall not be liable for claims arising out of the negligent acts or omissions of the
Department, or for actions taken in reasonable reliance on written instructions of the Department.

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17.
LIMITATION OF LIABILITY
The Provider's liability to the Department, for damages
sustained by the Department, as the result of Provider's default, or acts, or omissions, in the performance of
work under this Agreement, whether such damages arise out of breach, negligence, misrepresentation, or
otherwise, shall be the greater of any actual direct damages, up to the limits of the insurance required herein, or
three times the value of the Product or Service that is the subject of this Agreement, up to a maximum of
$25,000,000, but not less than $400,000.
For instance, if this Agreement is valued at $15,000,000, then the Provider's liability is up to $25,000,000. But
if this Agreement is valued at $100,000, then the Provider's liability is no greater than $400,000.
Notwithstanding the above, Provider shall not be liable to the Department for any indirect or consequential
damages not covered by any of the insurances required herein.

18.

NOTICE OF CLAIMS

The Provider shall give the Agreement Administrator immediate notice in
writing of any legal action or suit filed related in any way to this Agreement, or which may affect the
performance of duties under this Agreement, and prompt notice of any claim made against the Provider by any
Subcontractor, which may result in litigation related in any way to this Agreement, or which may affect the
performance of duties under this Agreement.

19.
APPROVAL This Agreement must be approved by the State Controller and the State Purchases
Review Committee before it can be considered a valid enforceable document.
20.

INSURANCE REOUIREMENTS The Provider shall procure and maintain insurance against claims

for iajuries to persons, or damages to property, which may arise from, or in connection to, the fulfillment of this
Agreement, by the Provider, its agents, representatives, employees, or Subcontractors. The insurance shall be
secured by the Provider, at the Provider's expense, and maintained in force, at all times during the term of this
Agreement, and, for any claims-made (as opposed to occurrence-based) policy(ies), for a period of not less than
two (2) years thereafter.

1.

Minimum Coverage
1.
Errors & Omissions, or Professional Liability Insurance, or Insurance by any other name,
covering the following:
A)
All acts, errors, omissions, negligence, infringement of intellectual property
(except patent and trade secret) in an amount not less than $1,000,000 per occurrence,
and as an annual aggregate;
B)
Network security and privacy risks, including, but not limited to, unauthorized
access, failure of security, breach of privacy, wrongful disclosure, collection, or other
negligence in the handling of confidential information, related regulatory defense, and
penalties in an amount not less than $1,000,000 per occurrence, and as an annual
aggregate;
C)
Data breach expenses, in an amount not less than (see NOTE below and insert the
appropriate limit based upon the number ofPersonally Identifiable Information records)
$
, and payable, whether incurred by the Depmtment or the Provider; for and on
behalf of the Department, including, but not limited to:

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C. l)
C.2)
C.3)
C.4)

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Consumer notification, whether or not required by law;
Forensic investigations;
Public relations and crisis management fees; and
Credit or identity monitoring, or similar remediation services.

The policy shall affirm coverage for contingent bodily injury and property damage
arising from the failure of the Provider's technology services, or an error, or omission, in
the content of, and information from, the Provider. If a sub-limit applies to any element
of the coverage, the certificate of insurance rims! specify the coverage section and the
amount of the sub-limit.
NOTE: Personally-Identifiable Information (P II) is information that can be used to
identifY a single person, such as name, social security number, date and place of birth,
mother's maiden name, driver's license, biometrics, etc. lvfaine State law also has a more
specific definition in JO lvf.R.S. §1347(6).
The Data Breach component of the Insurance (per occurrence) is pegged to the number
ofPII records that are the subject of this Agreement.
Number of Pll Records
1 through 3, 000
3,001through100,000
100,001through1,000,000
Greater than 1,000,000

2.

Insurance per Occurrence
$400,000
$1,000,000
$5,000,000
$10,000,000

Workers' Compensation and employer's liability, as required by law;

3.
Property (including contents coverage for all records maintained pursuant to this
Agreement): $1,000,000 per occurrence;
4.
Automotive Liability of not less than $400,000 per occurrence single limit if the Provider
will use vehicles to fulfill the contract;
5.
Crime, in an amount not less than$
(The total monetmy amount potentially at risk
due to this contract; or Cash Currency and Negotiable Securities actually entrusted to this
Provider); and
6.
Business Interruption, in an amount that would allow the Provider to maintain operations
in the event of a Property loss.
3.
Other Provisions
Unless explicitly waived by the Depmiment, the insurance policies shall
contain, or be endorsed to contain, the following provisions:
1.
The Provider's insurance coverage shall be the primary and contributory. Any insurance
or self-insurance maintained by the Department for its officers, agents, and employees shall be in
excess of the Provider's insurance and shall not contribute to it.

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2.
The Provider'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.
3.
The Provider shall furnish the Depmiment with ce1iificates of insurance, and with those
endorsements, if any, affecting coverage, required by these Insurance Requirements. The
certificates and endorsements for each insurance policy are to be signed by a person authorized
by the insurer to bind coverage on its behalf. All certificates and endorsements are to be received
and approved by the Department before this Agreement commences. The Depmiment reserves
the right to require complete, ce1iified copies of all required insurance policies at any time.
4.
All policies should contain a revised cancellation clause allowing thhiy (30) days' notice
to the Department in the event of cancellation for any reason, including nonpayment.
5.
The Department will not grant the Provider, or any sub-contractor of the Provider,
"Additional Insured" status and the Department will not grant any Provider a "Waiver of
Subrogation".

21.
NON-APPROPRIATION Notwithstanding any other provision of this Agreement, ifthe Department
does not receive sufficient funds to pay for the work to be performed under this Agreement, if funds are deappropriated, or ifthe State does not receive legal authority to expend funds from the Maine State Legislature or
Maine comis, then the State is not obligated to make payment under this Agreement.
22.
SEVERABILITY The invalidity or unenforceability of any particular provision, or pmi thereof, of
this Agreement shall not affect the remainder of said provision, or any other provisions, and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision or pmi thereof had been omitted.
23.
INTEGRATION
All terms of this Agreement are to be interpreted in such a way as to be consistent
at all times with the tenns of Rider B-IT (except for expressed exceptions to Rider B-IT included in Rider C),
followed in precedence by Rider A, and any remaining Riders in alphabetical order.

24.
FORCE MAJE URE Either party may be excused from the performance of an obligation under this
Agreement in the event that performance of that obligation by a party is prevented by an act of God, act of war,
riot, fire, explosion, flood, or other catastrophe, sabotage, severe shortage of fuel, power or raw materials,
change in law, court order, national defense requirement, strike or labor dispute, provided that any such event,
and the delay caused thereby, is beyond the control of, and could not reasonably be avoided by that party. Upon
the occurrence of an event of force majeure, the time period for performance of the obligation excused under
this section shall be extended by the period of the excused delay, together with a reasonable period, to reinstate
compliance with the terms of this Agreement.
25.
SET-OFF RIGHTS The State shall have all of its common law, equitable, and statutory rights ofsetoff. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off
any monies due to the Provider under this Agreement, up to any amounts due and owing to the State with regard
to this Agreement, any other Agreement with any State department or agency, including any Agreement for a
term commencing prior to the term of this Agreement, plus any amounts due and owing to the State for any
other reason including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative
thereto. The State shall exercise its set-off rights in accordance with no1mal State practices including, in cases
of set-off pursuanno an audit, the finalization of such audit by the State agency, its representatives, or the State
Controller.

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26.

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INTERPRETATION OF THE AGREEMENT
1.
Reliance on Policy Determinations The Depat1ment shall determine all program policy. The
Provider may, from time to time, request the Department to make policy determinations, or to issue
operating guidelines required for the proper performance of this Agreement, and the Agreement
Administrator shall respond in writing in a timely manner. The Provider shall be entitled to rely upon,
and act in accordance with, such written policy determinations and operating guidelines, unless
subsequently amended, modified, or changed in writing by the Depai1ment, and shall incur no liability in
doing so unless the Provider acts negligently, maliciously, fraudulently, or in bad faith. Nothing
contained in this Agreement, or in any agreement, determination, operating guideline, or other
communication from the Department shall relieve the Provider of its obligation to keep itself informed
of applicable State and Federal laws, regulations, policies, procedure, and guidelines, to be in complete
compliance and conformity therewith.
2.
Titles Not Controlling
Titles of sections and paragraphs used in this Agreement are for
the purpose of facilitating ease of reference only and shall not be construed to imply a contractual
construction of the language.
3.
No Rule of Construction
This is a negotiated Agreement and no rule of construction shall
apply that construes ambiguous or unclear language in favor of or against any party.

27.
PERIOD OF WORK
Work under this Agreement shall begin no sooner than the date on which
this Agreement has been fully executed by the parties and approved by the Controller and the State Purchases
Review Committee. Unless terminated earlier, this Agreement shall expire on the date set out on the first page
of this Agreement, or at the completion and acceptance of all specified tasks, and delivery of all contracted
products and services as defined in this Agreement, including performance of any warranty and/or maintenance
agreements, whichever is the later date.

28.
NOTICES
All notices under this Agreement shall be deemed duly given: 1) upon delivery, if
delivered by hand against receipt, or 2) five (5) business days following posting, if sent by registered or certified
mail, return receipt requested. Either party may change its address for notification purposes by giving written
notice of the change and setting forth the new address and an effective date.
29.
ADVERTISING AND PUBLICATIONS The Provider shall not publish any statement, news release,
or advertisement pertaining to this Agreement without the prior written approval of the Agreement
Administrator. Should this Agreement be funded, in whole or in part, by Federal funds, then in compliance with
the Steven's Amendment, it will be clearly stated when issuing statements, press releases, requests for
proposals, bid solicitations, and other documents:(!) the percentage of the total cost that was financed with
Federal moneys; and (2) the dollar amount of Federal funds.
30.
CONFLICT OF INTEREST
The Provider certifies that it presently has no interest and shall not
acquire any interest which would conflict in any manner or degree with the performance of its services
hereunder. The Provider further certifies that in the perfonnance of this Agreement, no person having any such
known interests shall be employed.
31.

LOBBYING

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1.
Public Funds No Federal or State-appropriated funds shall be expended by the Provider for
influencing, or attempting to influence, an officer or employee of any agency, a member of Congress or
State Legislature, an officer or employee of Congress or State Legislature, or an employee of a member
of Congress or State Legislature, in connection with any of the following covered actions: the awarding
of any agreement; the making of any grant; the entering into of any cooperative agreement; or the
extension, continuation, renewal, amendment, or modification of any agreement, grant, or cooperative
agreement. Signing this Agreement fulfills the requirement that Providers receiving over $100,000 in
Federal or State funds file with the Department on this provision.
2.
Federal Certification Section 1352 of Title 31 of the US Code requires that funds appropriated
to a Federal agency be subject to a requirement that any Federal Provider or grantee (such as the
Department) ce1iifies that no Federal funds will be used to lobby or influence a Federal officer or
member of Congress.
The certification the Department has been required to sign provides that the language of this ce1iification
shall be included in the award documents for all sub-awards at all tiers (including sub-agreements, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall
verify and disclose accordingly. The certification also requires the completion of Federal lobbying
reports and the imposition of a civil penalty of$ I 0,000 to $100,000 for failing to make a required repo1i.
As a sub-recipient, the Provider understands and agrees to the Federal requirements for certification and
disclosure.
3.
Other Funds If any non-Federal or State funds have been or will be paid to any person in
connection with any of the covered actions in this section, the Provider shall complete and submit a
"Disclosure of Lobbying Activities" form to the Department.
32. PROVIDER PERSONNEL

I.
The parties recognize that the primary value of the Provider to the Department derives directly
from its Key Personnel assigned in the performance of this Agreement. Key Personnel are deemed to be
those individuals whose resumes were offered by the Provider in the Proposal. Therefore, the parties
agree that said Key Personnel shall be assigned in accordance with the time frames in the most recent
mutually agreed upon project schedule and work plan, and that no re-deployment or replacement of any
Key Personnel may be made without the prior written consent of the Agreement Administrator.
Replacement of such personnel, if approved, shall be with personnel of equal or greater abilities and
qualifications.
2.
The Department shall retain the right to reject any of the Provider's employees whose abilities
and qualifications, in the Department's judgment, are not appropriate for the performance of this
Agreement. In considering the Provider's employees' abilities and qualifications, the Depaiiment shall
act reasonably and in good faith.
3.
During the course of this Agreement, the Department reserves the right to require the Provider to
reassign or othe1wise remove any of its employees found unacceptable by the Department. In
considering the Provider's employees' acceptability, the Department shall act reasonably and in good
faith.

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4.
In signing this Agreement, the Provider certifies to the best of its knowledge and belief that it,
and all persons associated with this Agreement, including any Subcontractors, including persons or
corporations who have critical influence on or control over this Agreement, are not presently debaned,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by
any Federal or State depaiiment or agency.
5.
During the course of this Agreement, the Department reserves the right to require a background
check on any of the Provider's personnel (employees and Subcontractors) that are in any way involved
in the performance of this Agreement.
33.
STATE PROPERTY
The Provider shall be responsible for the proper custody and care of any
Department or State owned property furnished for the Provider's use in connection with the performance of this
Agreement, and the Provider will reimburse the Department for its loss or damage, normal wear and tear
excepted.
34. PATENT, COPYRIGHT, AND OTHER PROPRIETARY RIGHTS
1.
The Provider certifies that all services, equipment, software, supplies, and any other products
provided under this Agreement do not, and will not, infringe upon or violate any patent, copyright, trade
secret, or any other proprietary right of any third party. In the event of any claim by a third party against
the Department, the Department shall promptly notify the Provider and the Provider, at its expense, shall
defend, indemnify, and hold harmless the Department against any loss, cost, expense, or liability arising
out of such claim, including reasonable attorney fees.
2.
The Provider may not publish or copyright any data without the prior approval of the
Depmiment. The State and the Federal Government, if applicable, shall have the right to publish,
duplicate, use, and disclose all such data in any manner, and for any purpose whatsoever, and may
authorize others to do so.
35.
PRODUCT WARRANTY The Provider expressly warrants its products and services for one full year
from their final written acceptance by the Department. The responsibility of the Provider with respect to this
warranty is limited to correcting deficiencies in any deliverable using all the diligence and dispatch at its
command, at no additional cost to the Department. The Provider is also responsible for correcting and/or
updating any documentation affected by any operational support performed under this warranty provision.
36.
OPPORTUNITY TO CURE
The Agreement Administrator may notify the Provider in writing
about the Depaiiment's concerns regarding the quality or timeliness of a deliverable. Within five (5) business
days of receipt of such a notice, the Provider shall submit a corrective action plan, which may include the
commitment of additional Provider resources, to remedy the deliverable to the satisfaction of the Agreement
Administrator, without affecting other project schedules. The Depmiment's exercise of its rights under this
provision shall be not be construed as a waiver of the Depmiment's right to terminate this Agreement pursuant
to Section 13, Termination.
37.
COVER
If, in the reasonable judgment of the Agreement Administrator, a breach or default by the
Provider is not so substantial as to require termination, and reasonable efforts to induce the Provider to cure the
breach or default are unavailing, and the breach or default is capable of being cured by the Department or by
another contractor without unduly interfering with the continued performance by the Provider, then the

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Depmiment may provide or procure the services necessary to cure the breach or default, in which event the
Department shall withhold from future payments to the Provider the reasonable costs of such services.
38. ACCESSIBILITY
All IT products must be accessible to persons with disabilities, and must comply
with the State Accessibility Policy and the Americans with Disabilities Act. All IT applications must comply
with the Computer Application Program Accessibility Standard (Maine.gov/oit/accessiblesoftware). All IT
applications and contents delivered through web browsers must comply with the Website Standards
(Maine.Gov/oit/webstandard) and the Website Accessibility Policy (Maine.Gov/oit/accessibleweb).
39. STATE IT POLICIES
All IT products and services delivered as pmi of this Agreement must
conform to the State IT Policies, Standards, and Procedures (Maine.Gov/oil/policies) effective at the time this
Agreement is executed

40. CONFIDENTIALITY
I.
All materials and information given to the Provider by the Department, or acquired by the
Provider on behalf of the Department, whether in verbal, written, electronic, or any other format, shall
be regarded as confidential information.
2.
In conformance with applicable Federal and State statutes, regulations, and ethical standards, the
Provider and the Department shall take all necessary steps to protect confidential information regarding
all persons served by the Department, including the proper care, custody, use, and preservation of
records, papers, files, communications, and any such items that may reveal confidential information
about persons served by the Department, or whose information is utilized in order to accomplish the
purposes of this Agreement.
3.
In the event ofa breach of this confidentiality provision, the Provider shall notify the Agreement
Administrator immediately.
4.
The Provider shall comply with the Maine Public Law, Title 10, Chapter 210-B (Notice of Risk
to Personal Data Act).

41. OWNERSHIP
1.
All data (including Geographical Information Systems data), notebooks, plans, working papers
and other works produced, and equipment and products purchased in the performance of this Agreement
are the propetty of the Department, or the joint propetiy of the Department and the Federal Government,
if Federal funds are involved. The State (and the Federal Government, if Federal funds are involved)
shall have unlimited rights to use, disclose, duplicate, or publish for any purpose whatsoever all
information and data developed, derived, documented, or furnished by the Provider under this
Agreement, or equipment and products purchased pursuant to this Agreement. The Provider shall
furnish such information and data, upon the request of the Depatiment, in accordance with applicable
Federal and State laws.

2.
Upon termination of this Agreement for any reason, or upon request of the Department, the
Provider agrees to convey to the Depattment good titles to purchased items free and clear of all liens,
pledges, mortgages, encumbrances, or other security interests.

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42. CUSTOM SOFTWARE
For all custom software furnished by the Provider as part of this
agreement, the following terms and conditions shall apply:
1.
The Department shall own all custom software. The Depatiment shall grant all appropriate
Federal and State agencies a royalty-free, non-exclusive, and irrevocable license to reproduce, modify,
publish, or otherwise use, and to authorize others to do so, all custom software. Such custom software
shall include, but not be limited to, all source, object and executable code, operating system instructions
for execution, data files, user and operational/administrative documentation, and all associated
administrative, maintenance, and test software that are relevant to this Agreement.
2.
A fundamental obligation of the Provider is the delivery to the Department of all ownership
rights to the complete system, free of any claim or retention of rights thereto by the Provider. The
Provider acknowledges that this system shall henceforth remain the sole and exclusive property of the
Depaiiment, and the Provider shall not use or describe such software and materials without the written
permission of the Department. This obligation to transfer all ownership rights to the Department on the
part of the Provider is not subject to any limitation in any respect.
43. OFF-THE-SHELF (OTS) SOFTWARE For all OTS software purchased by the Provider as part of this
Agreement, the following terms and conditions shall apply.
I.
This Agreement grants to the Department a non-exclusive and non-transferable license to use the
OTS software and related documentation for its business purposes. The Department agrees that the
Provider may, at its own expense, periodically inspect the computer site in order to audit the OTS
software supplied by the Provider, installed at the Department's site, at mutually agreed upon times. In
the event that a separate license agreement accompanies the OTS software, then the terms of that
separate license agreement supersede the above license granted for that OTS software.
2.
This Agreement does not transfer to the Department the title to any intellectual propetty
contained in any OTS software. The Department will not decompile or disassemble any OTS software
provided under this Agreement, or modify any OTS software that bears the copyright notice of a third
party. The Department will make and maintain no more than one archival copy (for back-up purpose) of
each OTS software, and each copy will contain all legends and notices, and will be subject to the same
conditions and restrictions as the original.
3.
If the CPU on which any OTS software is licensed becomes temporarily unavailable, use of such
OTS software may be temporarily transferred to an alternative CPU until the original CPU becomes
available.

44. SOFTWARE AS SERVICE When the software is fully owned, hosted, and operated by the Provider,
and the Depatiment uses said software remotely over the Internet, the following terms and conditions shall
apply:
I.
The Provider, as depositor, shall enter into an escrow contract, upon terms acceptable to the
Department, with a recognized software Escrow Agent. The escrow contract must provide for the
Depatiment to be an additional party/beneficiary. The Provider shall deposit with the Escrow Agent the
software, all relevant documentation, and all of the Department's data, and all updates thereof (the
"Deposit Materials"), in electronic format. Deposits will occur no less frequently than once a month.

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2.
The escrow contract shall provide for the retention, administration, and controlled access of the
Deposit Materials, and the release of the Deposit Materials to the Department, upon receipt of a joint
written instruction from the Department and the Provider, or upon receipt of written notice from the
Depmiment that:
a.

The Provider has failed to cany out its obligations set f011h in the this Agreement; or

b.
A final, non-appealable judicial determination that the Provider has failed to continue to
do business in the ordinary course; or
c.
The Provider has filed a voluntary petition in bankruptcy, or any voluntary proceeding
relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, or
becomes subject to an involuntary petition in bankruptcy, which petition or proceeding is not
dismissed or unstayed within sixty (60) days from the date of filing; or
d.
The Provider is in material breach of its maintenance and support obligations and has
failed to cure such breach within thhiy (30) days from the date of receipt by the Provider of
written notice of such breach; or
e.
A condition has occurred that materially and adversely impacts the Provider's ability to
supp011 the software and the Provider has failed to cure such condition within thirty (30) days
from the date of receipt by the Provider of written notice of such condition.
3.

The Provider is responsible for all fees to be paid to the Escrow Agent.

4.
The Escrow Agent may resign by providing advance written notice to both the Department and
the Provider at least thirty (30) calendar days prior to the date of resignation. In such an event, it is the
obligation of the Provider to establish a new escrow account with a new Escrow Agent.

45.

PRICE PROTECTION
1.
The Provider shall ensure that all prices, terms, and wmrnnties included in this Agreement are
comparable to, or better than, the equivalent terms being offered by the Provider to any present customer
meeting the same qualifications or requirements as the Department. If, during the term of this
Agreement, the Provider enters into agreement(s) that provide more favorable terms to other comparable
customer( s), the Provider shall provide the same terms to the Department.

2.
If Federal funding is used for the acquisition of products and/or services under this Agreement,
interest cannot be paid under any installment purchase or lease-purchase agreement entered into as a part
of this Agreement.

46. THIS ITEM IS INTENTIONALLY LEFT BLANK
47. ENTIRE AGREEMENT
This document contains the entire Agreement of the parties, and neither
party shall be bound by any statement or representation not contained herein. No waiver shall be deemed to
have been made by any of the parties unless expressed in writing and signed by the waiving party. The
pmiies expressly agree that they shall not assert in any action relating to this Agreement that any implied
waiver occmTed between the parties which is not expressed in writing. The failure of any pmiy to insist in

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any one or more instances upon strict performance of any of the terms or provisions of this Agreement, or
to exercise an option or election under this Agreement, shall not be construed as a waiver or relinquishment
for the future of such terms, provisions, option, or election, but the same shall continue in full force and
effect. Use of one remedy shall not waive the Depaiiment's right to use other remedies. Failure of the
Depaiiment to use a particular remedy for any breach shall not be deemed as a waiver for any subsequent
breach. No waiver by any party of any one or more of its rights or remedies under this Agreement shall be
deemed to be a waiver of any prior or subsequent rights or remedies under this Agreement.

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RIDERC
EXCEPTIONS TO RIDER B-IT

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RJDERD

RFP # 201511215 for Prisoner/Resident Phone and Remote Video Visitation System - Incorporated by
reference and attached hereto.

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RIDERE

Proposal Response Submitted by Legacy Imnate Communications - Incorporated by reference and attached
hereto.

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RIDERG
IDENTIFICATION OF COUNTRY
IN WHICH CONTRACTED WORK WILL BE PERFORMED

Please identify the country in whfoh the services purchased through this contract Will
be performed:
~

United States. Please identify state: Maine

0

Other. Please identify country:

Notification of Changes to the Information
The Provider agrees to notify the Division of Purchases of any changes to the information provided above.

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