Prison Phone Justice

CONTRACT AMENDMENT #1

I Amendment #1

I Original Cont ract (CLlN) #09CAA00153 I Amendment CMS # 25906

1)

PARTIES
This Amend ment to the aboveMreferenced Original Contract (hereinafter ca lled the Contract) is
entered into by and between Va lue Added Communications, Inc. (hereinafter called "Contractor'), and
the STATE OF COLORADO (hereinafter called the "State") acting by and through the Department of
Corrections. (hereinafter called the "CODe").

2)

EFFECTIVE DATE AND ENFORCEABILITY
This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado
State Controller or designee (hereinafter called the "Effective Oate The State shall not be liable to
payor reimburse Contractor for any performance hereunder including, but not limited to, costs or
expenses incurred, or be bound by any provision hereof prior to the Effective Date.
M

).

3)

FACTUAL RECITALS
a) The Parties entered into the Contract to provide Inmate Telephone Services (ITS) at all COOC
Correctional Facilities and all Privately-Managed COOC Facilities.
b) In accordance with Section 4.2 of the Contract, the prevalent practice is that, in response to the
monthly invoices, revenue generated to both parties predominately derive from user funds held by
COOC (I.e. debit-based call services), and the COOC commissions exceed by large margins those
user fees collected by Contractor (Le. collect- and advance pay-based call services). As a resu lt,
COOC makes net payments to the Contractor for Contractor's revenue by offsetting COOC
commissions, and Contractor rarely makes payments to COOC. The Parties mutually expect this
practice to continue under the prevailing circumstances.
c) Because of its ability to offset COOC commissions against revenue owed to Contractor, and to
make net payments to Contractor, COOC has present assurance Contractor will be able to meet its
foreseeable commission obligations. Accordingly, the Parties agree that no performance bond is
immediately required for the remaining term of this contract.
d) The Parties also understand that ci rcumstances may change, and the Contractor may become the
predominate party in a position obligated to make payments to COOC, in which case, a performance
bond wou ld provide assurance to COOC of Contractor's continuing ability to meet its obligation to pay
commissions to COOC.

4)

CONSIDERATION-COLORADO SPECIAL PROVISIONS
The Parties acknowledge that the mutual promises and covenants contained herein and other good
and va luable consideration are sufficient and adequate to support this Amendment. The Parties agree
to replacing the Colorado Special Provisions with the most recent version (if such have been updated
since the Contract and any modification thereto were effective) as part consideration for this
Amendment.

5)

LIMITS OF EFFECT
This Amend ment is incorporated by reference into the Contract, and the Contract and all prior
amendments thereto , if any, remain in full force and effect except as specifica lly modified herein.

6)

MODIFICATIONS _
The Contract and all prior amendments thereto, if any, are modified as follows:
a. Section 1.1.4 Performance Bond
Delete Section 1.1.4 Performance Bond of the Contract in its entirety and replace with :
~ 1.4

Perfo rmance Bond. The Parties agree that no performance bond is immediately required
for the rema ining term of this contract. However, within ten ( 10) days notice from Co DC, the
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Contractor shall provide to the State, at Contractor's cost, a duly executed performance bond in
the penal sum of Five Hundred Thousand Dollars ($500 ,000), issued by a surety licensed to do
business in the State of Colorado, and shall maintain such performance bond for the term of this
Contract, including any extensions or renewals. Such bond shall include but not be limited to
payment of all rom missions owed to CDDC by the contractor, but not paid due to Contractor's
default."
b. Add Section 35 to read:
STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at anytime thereafter, this §35 applies.
Contractor agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24102-206. §24-103-601. §24-103.5-101 and §24-1 05-102 concerning the monitoring of vendor
performance on state contracts and inclusion of contract performa nce information in a statewide
contract management system.
Contractor's performance shall be subject to Eva luation and Review in accordance with the
terms and cond itions of this Contract, State law, including CRS §24-103.5-1 01, and State Fiscal
Rules, Policies and Guidance. Evaluation and Review of Contractor's performance shall be part
of the normal contract administration process and Contractor's performance will be
systematically recorded in the statewide Contract Management System. Areas of Evaluation and
Review shall include, but shall not be limited to quality, oost and timeliness. Collection of
information relevant to the performance of Contractor's obligations under this Contract shall be
determined by the specific requirements of such obligations and shall include factors tailored to
match the requirements of Contractor's obligations. Such performance information shall be
entered into the statewide Contract Management System at intervals established herein and a
final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Contract
term . Contractor shall be notified following each performance Evaluation and Review, and shall
address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Contractor demonstrated a
gross failure to meet the performance measures established hereunder, the Executive Director
of the Colorado Department of Personnel and Administration (Executive Director), upon request
by the CDDC, and showing of good cause, may debar Contractor and prohibit Contractor from
bid ding on future contracts. Contractor may contest the final Evaluation, Review and Rating by:
(a) filing rebuttal statements, which may resu lt in ei ther removal or correction of the evaluation
(CRS §24-1 05-1 02(6», or (b) under CRS §24-1 05-102(6), exercising the debarment protest and
appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal
of the debarment and reinstatement of Contractor, by the Executive Director, upon showing of
good ca use.
c. Exhibit A, Statement of Work/Specifications for Inmate Telephone System (ITS)
Delete Paragraph 1.1. Service and Maintenance of Exhibit A (Statement of Work/Specifications
for Inmate Telephone System) in its entirety and replace with :
~ 1.

Service and maintenance. For overall ITS maintenance, Contractor will provide th ree (3)
full time In-state technicians, a fu ll time Project Manager and the option for a fourth technician if
needed . If necessary, the Contractor will subcontract with other subcontractors to provide service
and maintenance , with CDDC's approval, which will not be unreasonably denied. In-state
technicians will be based out of Canon City, Colorado and will work at the direction of the CDOC
Inmate Phone Supervisor or designee. Contractor will act as the CDDC's sing le point of contact
for all service and maintenance issues related to the ITS, rega rdless of the responsible
subcontractor or ca rri er .~
7)

START DATE
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This Amendment shall take effect on the later of its Effective Date or December 1, 2010.

8)

ORDER OF PRECEDENCE
Except for the Special Provisions, in the event of any conflict, inconsistency, variance, or contradiction
between the provisions of this Amendment and any of the provisions of the Contract, the provisions of
this Amendment shall in all respects supersede, govem, and control. The most recent version of the
Special Provisions incorporated into the Contract or any amendment shall always control other
provisions in the Contract or any amendments.

9)

AVAILABLE FUNDS
Financial obligations of the state payable after the current fiscal yea r are contingent upon funds for
that purpose being appropriated , budgeted , or otherwise made available.

THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
• Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on thei r representations to that effect.
CONTRACTOR
Value Added Communications, Inc.
By: Mark Turner
Title: PresidenUCOO

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STATE OF COLORADO
Bill Ritter, Jr. GOVERNOR
Department of Corrections
Arislcdes w. Zavaras. Executive Director

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BY'

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ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until
signed and dated below by the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If Contractor begins pertorming prior thereto, the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER

Dav;~~t"'Ott, CPA
By :

")
Dennis P. Diaz.
Date:

1-.

CDO~Controller

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