Prison Phone Justice

CMS# 82140

STATE OF COLORADO
DEPARTMENT OF CORRECTIONS
Contract
with
GLOBAL TEL*LINK CORPORATION
TABLE OF CONTENTS
1. PARTIES.......................................................................................................................................................................... 1
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY ............................................................................................. 1
3. RECITALS ....................................................................................................................................................................... 2
4. DEFINITIONS ................................................................................................................................................................. 2
5. TERM ............................................................................................................................................................................... 3
6. STATEMENT OF WORK ............................................................................................................................................... 3
7. COMPENSATION........................................................................................................................................................... 5
8. REPORTING - NOTIFICATION .................................................................................................................................... 5
9. CONTRACTOR RECORDS............................................................................................................................................ 6
10. CONFIDENTIAL INFORMATION-STATE RECORDS ............................................................................................. 6
11. CONFLICTS OF INTEREST ........................................................................................................................................ 7
12. REPRESENTATIONS AND WARRANTIES .............................................................................................................. 7
13. INTELLECTUAL PROPERTY INDEMNIFICATION ................................................................................................ 9
14. INSURANCE ................................................................................................................................................................. 9
15. BREACH ...................................................................................................................................................................... 11
16. REMEDIES .................................................................................................................................................................. 11
17. TERMINATION .......................................................................................................................................................... 12
18. TRANSITION OF SERVICES .................................................................................................................................... 12
19. NOTICES and REPRESENTATIVES ......................................................................................................................... 12
20. DISPUTES ................................................................................................................................................................... 13
21. ASSIGNMENT ............................................................................................................................................................ 13
22. FORCE MAJEURE ...................................................................................................................................................... 13
23. GOVERNMENTAL IMMUNITY ............................................................................................................................... 13
24. LIMITATION OF LIABILITY .................................................................................................................................... 13
25. RISK OF LOSS ............................................................................................................................................................ 13
26. SOLICITATION .......................................................................................................................................................... 14
27. GENERAL PROVISIONS ........................................................................................................................................... 14
28. EQUIPMENT OWNERSHIP AND CONFIDENTIALITY OF RECORDS ............................................................... 16
29. COLORADO SPECIAL PROVISIONS ...................................................................................................................... 17
30. SIGNATURE PAGE .................................................................................................................................................... 19

1. PARTIES
This Contract (hereinafter called “Contract” or “Agreement”) is entered into by and between Global Tel*Link
Corporation (hereinafter called “GTL” or “Contractor” or “Company”), and the STATE OF COLORADO
acting by and through the Colorado Department of Corrections (hereinafter called the “State” or “CDOC” or
“Premises Provider”). Contractor and the State hereby agree to the following terms and conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Contract shall not be effective or enforceable until it is approved and signed by Contractor and the
Colorado State Controller or designee (hereinafter called the “Effective Date”). The State shall not be liable to
pay or 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.

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3. RECITALS
A. Authority
Authority to enter into this Contract exists in Colorado Revised Statute (CRS) §17-24-126 and §17-42-103.
Required approvals, clearance and coordination have been accomplished from and with appropriate
agencies.
B. Trust Fund
Pursuant to federal court order and CRS §17-24-126 the State acts as trustee for the inmate trust fund
through which all monies handled under this Contract are managed, and accordingly no State General fund
dollars are expended or become obligated under this Contract.
C. Exemption from State Procurement Code and State Fiscal Rules
This Contract is expempt from the State Procurement Code and State Fiscal Rules because no State funds
are obligated under the Contract. This Contract is a revenue producing Contract.
D. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Contract.
E. Purpose
The CDOC desires that GTL provide Inmate Telephone Services (“ITS”) for the term of this Contract. The
CDOC also desires to have the option to increase services provided by GTL under this Contract as further
provided below.
F. References
All references in this Contract to sections (whether spelled out or using the § symbol), subsections, exhibits
or other attachments, are references to sections, subsections, exhibits or other attachments contained herein
or incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Budget
“Budget” means the budget for the Work described in Exhibits A, B, C, and D.
B. Contract
“Contract” means this Contract, its terms and conditions, attached exhibits, documents incorporated by
reference under the terms of this Contract, and any future modifying agreements, exhibits, attachments or
references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies.
C. Contract Funds
“Contract Funds” means funds available for payment by the State to Contractor pursuant to this Contract.
D. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Inmate Telephone
Service), Exhibit B (Mobility Service), Exhibit C (Video Visitation and Management Solution), Exhibit
D (Payment Solutions, Inmate Trust Deposits), and Exhibit E (Option Letter).
E. Goods
“Goods” means tangible material acquired, produced, or delivered by Contractor either separately or in
conjunction with the Services Contractor renders hereunder.
F. Party or Parties
“Party” means the State or Contractor and “Parties” means both the State and Contractor.
G. Review
“Review” means examining Contractor’s Work to ensure that it is adequate, accurate, correct and in
accordance with the criteria established in §6 and Exhibits A, B, C, and D.
H. Services
“Services” means the required services to be performed by Contractor pursuant to this Contract.
I. Subcontractor
“Subcontractor” means third-parties, if any, engaged by Contractor to aid in performance of its obligations.
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J. Work
“Work” means the tasks and activities Contractor is required to perform to fulfill its obligations under this
Contract and Exhibits A, B, C, and D., including the performance of the Services and delivery of the
Goods.
K. Work Product
“Work Product” means the tangible or intangible results of Contractor’s Work, including, but not limited
to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished
documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts.
5. TERM
A. Initial Term-Work Commencement
The Parties’ respective performances under this Contract shall commence on the later of either the
Effective Date or August 1, 2015. This Contract shall terminate on July 31, 2020 unless sooner terminated
or further extended as specified elsewhere herein.
B. Two Month Extension
The State, at its sole discretion upon written notice to Contractor as provided in §16, may unilaterally
extend the term of this Contract for a period not to exceed two months if the Parties are negotiating a
replacement Contract (and not merely seeking a term extension) at or near the end of any initial term or
renewal term. The provisions of this Contract in effect when such notice is given, including, but not limited
to prices, rates, and delivery requirements, shall remain in effect during the two-month extension. The two
month extension shall immediately terminate when and if a replacement Contract is approved and signed
by the Colorado State Controller.
C. State’s Option to Extend
The State may require continued performance for a period of three (3) one (1) year periods at the same rates
and same terms specified in the Contract. If the State exercises this option, it shall provide written notice to
Contractor at least thirty (30) days prior to the end of the current contract term in form substantially
equivalent to Exhibit E (“Option Letter”). If exercised, the provisions of the Option Letter shall become
part of and be incorporated into this Contract. The total duration of this Contract, including the exercise of
any options under this clause, shall not exceed eight (8) years.
6. STATEMENT OF WORK
A. Completion
Contractor shall complete the Work and its other obligations as described herein and in Exhibit A on or
before the expiration date of this Contract. The State shall not be liable to compensate Contractor for any
Work performed prior to the Effective Date or after the termination of this Contract.
B. Aditional Services
The Parties, may agree in writing to amend the services required under this Contract to include the services
provided by GTL in Exhibit B, Mobility Services, and/or Exhibit C, Video Visitation and Management
Solutions, and/or Exhibit D, Payment Solutions, Inmate Trust Deposits. The Parties will work together
in good faith to implement additional services. The Rates and Fees and Services offered in Exhibits B, C,
and D shall be honored by GTL until nine (9) months after the execution date of this Contract.
C. Goods and Services
Contractor shall procure Goods and Services necessary to complete the Work. Such procurement shall be
accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by
the State.
D. Equipment
i.
This Agreement applies to the installation, management, operation and maintenance of the equipment
furnished by the Company as listed and described, as applicable, in Exhibits A, B, C and D at the time
of execution of the Agreement or during the term of this Agreement, at Premises Provider facilities,
whether existing, newly installed or renovated (collectively “Facility”).
ii.
In addition to what is listed in the exhibits to this Agreement, the term “Equipment” may include the
inmate telephone set(s) and related equipment, including, but not limited to guard posts, concrete
pads, mast poles, and site preparation. Where guard posts, concrete pads, enclosures, pedestals,
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bumper pads, or other property of the Company are installed upon the premises owned or controlled
by Premises Provider or any of its agencies or affiliates, such property shall remain in all respects that
of the Company. The Company reserves the right to remove or relocate Equipment which is subjected
to recurring vandalism or insufficient traffic and/or revenue to warrant the continuation of service.
The Company shall not exercise such a right of removal or relocation unreasonably. The Company
shall notify the Premises Provider in writing of its intention to remove or relocate prior to such action.
Upon removal of equipment by the Company, the Company shall restore said premises to its original
condition, ordinary wear and tear excepted. However, the Company shall not be liable for holes
placed in walls, pillars, or floors or other conditions on the premises which resulted from the proper
installation of equipment described herein. The Premises Provider may not make alterations or
attachments to the Equipment provided under this Agreement, unless otherwise mutually agreed upon
by all parties.
iii.
Title to Equipment hereunder shall be and at all times remain in the Company.
iv.
Except as specifically indicated, all software, documentation, and other intellectual property
(collective the “IP”) supplied or made available through this Agreement is being provided on a term
license only, as long as this Agreement is in effect, and shall not constitute a sale of that IP. Nothing
in this Agreement or through Company’s performance hereunder shall constitute a transfer of right,
title, or interest in or to the IP, which are retained by Company and its licensors.
v.
During the term of this Agreement, Company grants Premises Provider a non-exclusive, nontransferable, license to use the IP solely for accessing the products and services supplied by Company
in the manner contemplated by this Agreement. Premises Provider shall not: (a) make available or
distribute all or part of the IP to any third party by assignment, sublicense or by any other means; (b)
copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the IP; or
(c) use the IP to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any
way allow third party access to the IP. The use of software is supplied in object code only, and
nothing herein shall be construed as granting any license whatsoever to the underlying source code
that is used to generate the software, or creating an implied license in any IP.
vi.
Relocation: Equipment shall not be disconnected or moved by Premises Provider from the location in
which it is installed. By agreement of all parties, installed Equipment may be relocated by the
Company.
E. Services
i.
Inmate Telephone Service. At no cost to the Premises Provider, the Company shall assume the
operation and maintenance of the inmate telephone system installed and operated prior to this
Contract by Company’s wholly owned subsidiary, Value added Communications, Inc. (“VAC”), as
the system is further described in Exhibit A. Company shall be solely responsible for coordinating
with VAC all transition activities between them to enable and instantaneous switchover of all inmate
telephone services from VAC to Company.
ii.
Mobility Service. If Premises Provider elects in writing to receive the Mobility Service (as defined in
Exhibit B) within nine (9) months following the Effective Date, Company shall, as soon as reasonably
practicable thereafter, implement its Mobility Service at certain Premises Provider locations, as
further described in the attached Exhibit B.
iii.
Video Visitation and Management Solution. If Premises Provider elects in writing to receive Video
Visitation and Management Solution (as described in Exhibit C) within nine (9) months following the
Effective Date, Company shall, as soon as reasonably practicable thereafter, implement the solution at
certain locations agreed upon by the parties.
iv.
Electronic Payment Solutions. If Premises Provider elects to receive either the Mobility Service or
the Video Visitation Solution, Company shall be entitled to implement Company’s electronic
payments solutions, as further described in Exhibit D.
F. Contractor’s Employees
i.
All persons employed by Contractor or Subcontractors to perform Work under this Contract shall be
Contractor’s or Subcontractors’ employee(s) for all purposes hereunder and shall not be employees of
the State for any purpose as a result of this Contract.
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ii.

Only designated and approved Contractor Personnel shall work on this contract. Contractor personnel
shall pass CDOC background checks before they will be allowed to work inside CDOC facilities.
Contractor shall screen all designated Contractor personnel to ensure that all such individuals are fully
qualified to work on this Contract and, if required by law or ordinance, are validly licensed and/or
have obtained all requisite permits.
G. CDOC Assurances
Premises Provider represents and warrants that it has the legal authority to enter into this Agreement and to
make all decisions concerning the providing of space and the installation and use of the Equipment at the
Facility. During the term of this Agreement, including any renewal period(s) and extensions, Premises
Provider agrees:
i.
To reasonably protect the Equipment against willful abuse and promptly report any damage, service
failure or hazardous conditions to the Company. Premises Provider shall not, and shall not allow any
third party to, tamper with or otherwise modify the products supplied by Company under this
Agreement or associated software, or connect the products or associated software to any hardware or
software that is not provided by Company.
ii. To provide, at its expense, necessary power and power source, and provide suitable space, accessible
to the users.
iii. To permit reasonable access to its respective facilities without charge or prejudice to Company
employees or representatives, patrons, or consignees. The Premises Provider shall permit Company
authorized personnel access to the equipment, information, data, data communication services, and
communication lines required for the installation, operation, and/or maintenance of the services
contemplated herein at such times and for such purposes as reasonably necessary or appropriate to
permit Company to perform its obligations.
iv. To not allow any ITS products or services that compete with those supplied by Company during the
term of the Agreement to be, or to remain, installed at any Premises Provider facilities, including
present and future Premises Provider locations. Company shall have the exclusive right to provide the
products and services implemented at Premises Provider facilities through this Contract.
7. COMPENSATION
A. Cost Recovery Fee
Company shall pay Premises Provider an annual sum (“Fee”) of Eight Hundred Thousand Dollars
($800,000) to be disbursed in twelve equal monthly amounts of Sixty Six Thousand Six Hundred and Sixty
Seven Dollars ($66,667), to enable Premises Provider to defray costs of management of services supplied
under this Agreement. In exchange, Company shall have the exclusive right to collect and retain all revenue
generated from the services supplied through this Agreement. The Parties shall evalutate the Fee on an
annual basis and reduce the Fee as necessary if required to do so by applicable law or increase the Fee to
cover the direct and indirect costs incurred in managing the calling system subject to CRS §17-42-103.
B. Rates and Charges of ITS Services and Additional Optional Services
Per minute rates and per call charges are set forth in Exhibits A, B, C, and D below. The rates and charges
for Exhibit A are fixed for the term of the Contract, including any extensions or renewals, unless otherwise
agreed by the parties or required by applicable law. Notwithstanding the above, international rates are
subject to change and are not set by this contract. During the initial three year term of this Contract, the
State and Contractor will perform an annual rate review to determine if any adjustments are necessary. The
Rates and Fees and Services offered in Exhibits B, C, and D shall be honored by GTL until nine (9)
months after the execution date of this Contract. The Additional Optional Services in Exhibits B, C, and D
are not subject to the requirements of CRS §17-42-103.
i.
8. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this §8 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §19, if applicable.
A. Litigation Reporting
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Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency, related to this Contract or which may affect Contractor’s ability to perform its obligations
hereunder, Contractor shall notify the State of such action and deliver copies of such pleadings to the
State’s principal representative as identified herein. If the State’s principal representative is not then
serving, such notice and copies shall be delivered to the Executive Director of the CDOC.
B. Noncompliance
Contractor’s failure to provide reports and notify the State in a timely manner in accordance with this §8
may result in termination as provided under this Contract.
C. Subcontracts
Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State. Any and all subcontracts
entered into by Contractor related to its performance hereunder shall comply with all applicable federal and
state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file
of all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work or the delivery of Services or Goods hereunder.
Contractor shall maintain such records until the last to occur of: (i) a period of three years after the date this
Contract expires or is sooner terminated, or (ii) final payment is made hereunder, or (iii) the resolution of
any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit
is pending, until such audit has been completed and its findings have been resolved (collectively, the
“Record Retention Period”).
B. Inspection
Contractor shall permit the State, the federal government and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's records
related to this Contract during the Record Retention Period for a period of three years following
termination of this Contract or final payment hereunder, whichever is later, to assure compliance with the
terms hereof or to evaluate performance hereunder. The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Contract, including any extensions or renewals. If the
Work fails to conform to the requirements of this Contract, the State may require Contractor promptly to
bring the Work into conformity with Contract requirements, at Contractor’s sole expense. If the Work
cannot be brought into conformance by re-performance or other corrective measures, the State may require
Contractor to take necessary action to ensure that future performance conforms to Contract requirements
and exercise the remedies available under this Contract, at law or in equity, in lieu of or in conjunction with
such corrective measures.
C. Monitoring
Contractor shall permit the State, the federal government, and governmental agencies having jurisdiction,
in their sole discretion, to monitor all activities conducted by Contractor pursuant to the terms of this
Contract using any reasonable procedure, including, but not limited to: internal evaluation procedures,
examination of program data, special analyses, on-site checking, formal audit examinations, or any other
procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Contractor’s performance hereunder.
D. Final Audit Report
If an audit is performed on Contractor’s records for any fiscal year covering a portion of the term of this
Contract, Contractor shall submit a copy of the final audit report to the State or its principal representative
at the address specified herein.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
Contractor shall comply with the provisions of this §10 if it becomes privy to confidential information in
connection with its performance hereunder. Confidential information includes, but is not necessarily limited to,
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any state records, personnel records, and information concerning individuals. Such information shall not include
information required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101, et seq.
A. Confidentiality
Contractor shall keep all State records and information confidential at all times and comply with all laws
and regulations concerning confidentiality of information. Any request or demand by a third party, other
than through legal process, for State records and information in the possession of Contractor shall be
immediately forwarded to the State’s principal representative.
B. Notification
Contractor shall notify its agent, employees, Subcontractors and assigns who may come into contact with
State records and confidential information that each is subject to the confidentiality requirements set forth
herein, and shall provide each with a written explanation of such requirements before permitting them to
access such records and information.
C. Use, Security, and Retention
i.
Confidential information of any kind shall not be distributed or sold to any third party or used by
Contractor or its agents in any way, except as authorized by this Contract or approved in writing by
the State. Contractor shall provide and maintain a secure environment that ensures confidentiality of
all State records and other confidential information wherever located. Confidential information shall
not be retained in any files or otherwise by Contractor or its agents, except as permitted in this
Contract or approved in writing by the State.
ii. Contractor shall provide physical and logical protection for State hardware, software, applications and
data that meet or exceed industry standards. Contractor shall provide the State with access, subject to
Contractor’s reasonable access security requirement, seven (7) days a week, 24 hours a day, for the
purpose of inspecting and monitoring access and use of State data and maintaining State systems.
D. Disclosure-Liability
Disclosure of State records or other confidential information by Contractor for any reason may be cause for
legal action by third parties against Contractor, the State or their respective agents. Contractor shall
indemnify, save, and hold harmless the State, its employees and agents, against any and all claims,
damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred
as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees
pursuant to this §10.
11. CONFLICTS OF INTEREST
Contractor shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Contractor’s obligations hereunder. Contractor
acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the
State’s interests. Absent the State’s prior written approval, Contractor shall refrain from any practices, activities
or relationships that reasonably appear to be in conflict with the full performance of Contractor’s obligations to
the State hereunder. If a conflict or appearance exists, or if Contractor is uncertain whether a conflict or the
appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure statement setting
forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to
follow the State’s direction in regard to the apparent conflict constitutes a breach of this Contract.
12. REPRESENTATIONS AND WARRANTIES
Contractor makes the following specific representations and warranties, each of which was relied on by the State
in entering into this Contract.
A. Warranty
Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill
and diligence in Contractor’s industry, trade, or profession and in the sequence and manner set forth in this
Contract. Contractor expressly warrants that in providing the ITS services:
i. Contractor shall strictly comply with the descriptions and representations as to services and
deliverables (including performance, capabilities, accuracy, completeness, characteristics,
specifications, configurations, standards, functions and requirements) set forth in this contract and the
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exhibits hereto. Contractor and Contractor’s employees shall perform the services and deliver the
deliverables in a timely manner;
ii. The services to be performed hereunder shall be performed in a workmanlike manner, subject to the
supervision and instructions provided by the State, and consistent with that level of care and skill
ordinarily exercised by other providers of similar services under similar circumstances at the time
Services are provided;
iii. Contractor is the lawful owner or licensee of all software, hardware, methods, methodologies and any
pre-existing Intellectual Property used in the performance of the services and the delivery of the
deliverables contemplated hereunder. The Contractor has the right to permit the State access to or use
of such software, hardware, methods, methodologies and Intellectual Property;
iv. All software and hardware used to provide the ITS will meet all specifications set forth in this contract
and any documents referenced therein.
v. Contractor will, without charge to the State, correct any defects and make any additions, modifications
or adjustments to any of its ITS equipment used under this Contract as well as update or revise any
software as may be necessary to keep the ITS in operating order in accordance with specifications at
all times during the term of the Contract and it is understood that the software and equipment is only
required to meet the functionality required by this agreement.
vi. Contractor will, without charge to the State, provide and update as needed all voice scripting to meet
FCC, PUC and/or any other governing agency requirements.
B. Legal Authority – Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all
actions required by its procedures, and by-laws, and/or applicable laws to exercise that authority, and to
lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind
Contractor to its terms. If requested by the State, Contractor shall provide the State with proof of
Contractor’s authority to enter into this Contract within 15 days of receiving such request.
C. Licenses, Permits, Etc.
i.
Contractor represents and warrants that as of the Effective Date it has, and that at all times during the
term hereof it shall have and maintain, at its sole expense, all licenses, certifications, approvals,
insurance, permits, and other authorizations required by law to perform its obligations hereunder.
Contractor warrants that it shall maintain all necessary licenses, certifications, approvals, insurance,
permits, and other authorizations required to properly perform this Contract, without reimbursement
by the State or other adjustment in Contract Funds. Additionally, all employees, agents, and
Subcontractors of Contractor performing Services under this Contract shall hold all required licenses
or certifications, if any, to perform their responsibilities. Contractor, if a foreign corporation or other
foreign entity transacting business in the State of Colorado, further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact business in the State of
Colorado and has designated a registered agent in Colorado to accept service of process. Any
revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any
such similar requirements necessary for Contractor to properly perform the terms of this Contract is a
material breach by Contractor and constitutes grounds for termination of this Contract.
ii. Contractor will, at its own expense, obtain all necessary licenses to continue operating a
communication company within Colorado under FCC and Colorado PUC guidelines, rules and
regulations.
iii. Contractor agrees to notify CDOC in writing within ten (10) days upon determining that it may be
precluded by a change in Federal, State or local law or regulations from providing the ITS. Contractor
further agrees that, in the event Contractor or any subcontractor is precluded by applicable law from
continuing to provide the ITS, Contractor will reasonably assist CDOC in identifying another
Contractor's system which provides substantially the same features and functionality as the
Contractor-provided system; provided, however, CDOC shall make its own independent
determination of whether another Contractor's system meets CDOC's requirements, and Contractor
shall have no further liability in connection with rendering any such assistance to CDOC. Upon
CDOC’s selection of a replacement Contractor, at no cost to the State, Contractor will reasonably
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assist CDOC with the conversion from Contractor's system or services, without unnecessary
interruption.
13. INTELLECTUAL PROPERTY INDEMNIFICATION
A. Contractor shall pay all applicable royalties and license fees for any software or other intellectual property
utilized in performance of this Contract. Contractor shall defend, at its sole expense, any claim(s) or suit(s)
brought against the State alleging that the use by the State of any product(s), or any part thereof, supplied by
Contractor under this contract constitutes infringement of any patent, copyright, trademark, or other
proprietary rights, provided that the State gives Contractor written notice within twenty (20) days of receipt
by the State of such notice of such claim or suit, provides assistance and cooperation to Contractor in
connection with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall
consult the State regarding such defense and the State may, at its discretion and expense, participate in any
defense. Should the State not choose to participate, Contractor shall keep the State advised of any settlement
or defense. The services shall not violate or in any way infringe upon the rights of third parties, including
proprietary information and non-disclosure rights, or any Intellectual Property rights.
B. Contractor shall have liability for all such claims or suits, except as expressly provided herein, and shall
indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shall pay
all reasonable out-of-pocket costs and expenses, and damages finally awarded by a court of competent
jurisdiction, awarded or agreed to by Contractor regarding such claims or suits.
C. If the product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement of
any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part thereof,
infringes any patent, trademark or copyright, or if the sub-license or use of the product(s), or any part thereof,
is enjoined, Contractor, after consultation with the State, shall do one of the following at Contractor's
expense: (i) produce for the State the right under such patent, trademark or copyright to use or sub-license, as
appropriate, the product or such part thereof: or (ii) replace the product(s), or part thereof, with other suitable
products or parts conforming to the original license and State specifications; or (iii) suitably modify the
products, or part thereof or (iv) terminate provision of the affected Service(s) and/or terminate this Contract.
D. Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees with
respect to any claim based upon: (i) the use of an altered release if Contractor had not consented to the
alteration, or (ii) the combination, operation or use of the product(s) with programs or data which were not
furnished by Contractor, if such infringement would have been avoided if the programs or data furnished by
persons or entities other than Contractor had not been combined, operated or used with the product(s), or (iii)
the use of product(s) on or in connection with equipment or software not permitted under this contract if such
infringement would have been avoided by not using the product(s) on or in connection with such other
equipment or software.
E. If and to the extent such damage or loss as covered by this provision is covered by the State of Colorado Tort
Claims Fund (the “Fund”), Contractor agrees to reimburse the Fund. To the full extent permitted by the
Constitution and the laws of the State of Colorado and the terms of the Fund, Contractor and its insureds
waive any right of subrogation against the State of Colorado, the indemnities and the Fund and insurers
participating thereunder, to the full extent of this indemnification.
F. These provisions set forth the sole and exclusive remedy of the State, and the entire obligation and liability of
the Contractor, as to any claim or proceeding alleging infringement or misappropriation of third party
intellectual property or proprietary rights in connection with this Contract.
14. INSURANCE
Contractor and its Subcontractors shall obtain and maintain insurance as specified in this section at all times
during the term of this Contract. All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to Contractor and the State.
A. Contractor
i. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
CRS §24-10-101, et seq., as amended (the “GIA”), then Contractor shall maintain at all times during
the term of this Contract such liability insurance, by commercial policy or self-insurance, as is
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necessary to meet its liabilities under the GIA. Contractor shall show proof of such insurance
satisfactory to the State, if requested by the State. Contractor shall require each contract with a
Subcontractor that is a public entity, to include the insurance requirements necessary to meet such
Subcontractor’s liabilities under the GIA.
ii. Non-Public Entities
If Contractor is not a "public entity" within the meaning of the GIA, Contractor shall obtain and
maintain during the term of this Contract insurance coverage and policies meeting the same
requirements set forth in §13(B) with respect to Subcontractors that are not "public entities".
B. Contractors - Subcontractors
Contractor shall require each contract with Subcontractors other than those that are public entities,
providing Goods or Services in connection with this Contract, to include insurance requirements
substantially similar to the following:
i. Worker’s Compensation
Worker’s Compensation Insurance as required by State statute, and Employer’s Liability Insurance
covering all of Contractor or Subcontractor employees acting within the course and scope of their
employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent, covering premises operations, fire damage, independent contractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability with
minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c)
$1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire.
If any aggregate limit is reduced below $1,000,000 because of claims made or paid, Subcontractor
shall immediately obtain additional insurance to restore the full aggregate limit and furnish to
Contractor a certificate or other document satisfactory to Contractor showing compliance with this
provision.
iii. Automobile Liability
Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with
a minimum limit of $1,000,000 each accident combined single limit.
iv. Additional Insured
The State shall be named as additional insured on all Commercial General Liability and Automobile
Liability Insurance policies (leases and construction contracts require additional insured coverage for
completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent) required of
Contractor and any Subcontractors hereunder.
v. Primacy of Coverage
Coverage required of Contractor and Subcontractor shall be primary over any insurance or selfinsurance program carried by Contractor or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in
accordance with §16 (Notices and Representatives) within seven days of Contractor’s receipt of such
notice.
vii. Subrogation Waiver
All insurance policies in any way related to this Contract and secured and maintained by Contractor or
its Subcontractors as required herein shall include clauses stating that each carrier shall waive all rights
of recovery, under subrogation or otherwise, against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
C. Certificates
Contractor and all Subcontractors shall provide certificates showing insurance coverage required hereunder
to the State within seven business days of the Effective Date of this Contract. No later than fifteen (15)
days prior to the expiration date of any such coverage, Contractor and each Subcontractor shall deliver to
the State or Contractor certificates of insurance evidencing renewals thereof. In addition, upon request by
the State at any other time during the term of this Contract or any subcontract, Contractor and each
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Subcontractor shall, within 10 days of such request, supply to the State evidence satisfactory to the State of
compliance with the provisions of this §13.
15. BREACH
A. Defined
In addition to any breaches specified in other sections of this Contract, the failure of either Party to perform
any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner,
constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or
any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence
thereof, shall also constitute a breach. Any of the following events shall constitute an event of default
(“Event of Default”) hereunder: (i) Contractor’s failure to pay any Fee payment when due; (ii) Contractor’s
failure to perform or observe any covenant, condition, or obligation to be performed or observed hereunder,
or breach in any document furnished to State in connection herewith, and such failure or breach continues
unremedied for a period of forty-five (45) days after written notice thereof from State; (ii) the State’s
determination that any statement, representation, or warranty made by Contractor in this contract or in any
other document by Contractor in connection herewith is false, misleading or erroneous in any material
respect; or (iii) the institution of proceedings under any bankruptcy, insolvency, reorganization or similar
legislation, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or
any of its property, and such proceedings or appointments are not vacated or fully stayed within sixty (60)
days after the institution or occurrence thereof; (iv) default in the payment or performance of any other
liability, indebtedness, contract, or other obligation of Contractor, Contractor shall, within thirty (30) days
of receipt of notice, cure such performance; or (vi) the failure of Contractor or Contractor’s employees to
comply with any of the obligations of Section 1 above; (vii) loss of total service affecting greater than or
equal to 20% or more of one location or of any one area within a facility for more than 5 business days;
(viii) any system functionality or programming issue which causes errors affecting inmate account balances
or call rating for more than 5 business days.
B. Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in §16. If such breach is not cured within forty-five (45) days of receipt of written
notice, or if a cure cannot be completed within 45 days, the cure of the breach has not begun within 30 days
and pursued with due diligence, the State may exercise any of the remedies set forth in §15.
Notwithstanding anything to the contrary herein, the State, in its sole discretion, need not provide advance
notice or a cure period and may immediately terminate this Contract in whole or in part if reasonably
necessary to preserve public safety or to prevent immediate public crisis.
16. REMEDIES
If Contractor is in breach under any provision of this Contract, the State shall have all of the remedies listed in
this §16 in addition to all other remedies set forth in other sections of this Contract following the notice and cure
period set forth in §15(B). The State may exercise any or all of the remedies available to it, in its sole discretion,
concurrently or consecutively. Substantial failure to satisfy the duties and obligations shall be defined to mean
significant insufficient, incorrect, improper performance, activities, or inaction by Contractor. These remedial
actions are as follows:
A. Suspend Contractor’s performance pending necessary corrective action as specified below by the State
without Contractor’s entitlement to adjustment in price/cost or schedule; and/or
B. Withhold any payment due to Contractor until the necessary services or corrections in performance are
satisfactorily completed and/or acceptable goods are provided; and/or
C. Request the removal from work on this contract of employees or agents of Contractor whom the State
justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose
continued employment on this contract the State deems to be contrary to the public interest or not in the
best interest of the State; and/or
D. Terminate this contract for default.

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17. TERMINATION
A. Termination without Cause
Either party shall have the right to terminate this Contract by giving the other party ninety (90) days notice
pursuant to Section 19. If notice is so given, this Contract shall terminate on the expiration of the ninety
days, and the liability of the parties hereunder for the further performance of the terms of this Contract shall
thereupon cease, but the parties shall not be relieved of the duty to perform their obligations up to the date
of termination. Notwithstanding such termination, all terms and conditions of this Contract which may
require continued obligation or compliance beyond the termination date of the Contract shall survive such
termination.
B. Termination for Convenience
The State may terminate this Contract should circumstances occur which remove the governmental power
to fulfill the State's obligation under this Contract. The State shall give not less than ninety (90) days prior
written notice of the termination to the Contractor and specify the date upon which termination becomes
effective. Contractor shall remain liable to the State for all Fees accruing up to the date of termination.
C. Costs and Expenses
If the State terminates this Agreement for any reason other than an uncured breach by Contractor, the State
will compensate Contractor for its costs in implementing any additional services described in Exhibits B
and C which the State has sought to add in accordance with Section 6.B. above. Contractors costs may be
stated in the Option Letter or in other documentation exchanged by the parties under this Contract.
18. TRANSITION OF SERVICES
Upon expiration or earlier termination of this contract or any Services provided hereunder, Contractor shall
cooperate fully with the State or such replacement provider and promptly take all steps required to assist in
effecting a complete transition, including negotiating in good faith with the replacement provider for the
sale of the Contractor’s telephone handsets and non-proprietary equipment contained within the CDOC’s
facilities. However, the Contractor shall not be obligated to sell any ITS related equipment which is the
subject of an IP infringement claim or which contains Contractor proprietary information or software. All
services related to such transition shall be performed at no additional cost to the State.
19. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party. All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy
notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from
time to time designate by written notice substitute addresses or persons to whom such notices shall be sent.
Unless otherwise provided herein, all notices shall be effective upon receipt.
A. State:
Colorado Department of Corrections
Colorado Correctional Industries
Attn: Dennis Dunsmoor
2862 South Circle Drive, Suite 400
Colorado Springs, CO 80906
Phone: (719) 226-4208
Dennis.Dunsmoor@state.co.us
B. Contractor:
Global Tel*Link Corporation
Attn: Legal Department
12021 Sunset Hills Road
Suite 100
Reston, Virginia 20190
Phone: (703) 955-3911
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20. DISPUTES
Except as herein specifically provided otherwise, disputes concerning the performance of this contract which
cannot be resolved by the designated contract representatives shall be referred in writing to a senior
departmental management staff designated by the State and a senior manager designated by Contractor. Failing
resolution at that level, disputes are governed by the administrative process found in CRS §24-109-101 et seq
and as subsequently amended.
21. ASSIGNMENT
Contractor agrees not to assign rights or delegate duties under this contract or subcontract any part of the
performance required under this contract without the express written consent of the State, which shall not be
unreasonably withheld. Such consent may include, at the State’s sole discretion: 1) the execution by the State,
Contractor and the assignee of a Novation Agreement in a form prescribed by the State, which Novation
Agreement will become effective upon State approval or 2) verification by the State of the assignment. Except
as herein otherwise provided, this contract shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. This provision shall not be construed to prohibit assignments of the
right to payment to the extent permitted by CRS §4-9-318, provided that written notice of assignment of
payment adequate to identify the rights assigned is received by the controller for the agency, department, or
institution executing this contract. Such assignment shall not be deemed valid until receipt by such controller –
as distinguished from the State Controller – at the address listed in paragraph 15 above. Contractor assumes the
risk that such written notice of assignment is received by the controller for the agency, department, or institution
involved.
22. FORCE MAJEURE
Neither Contractor nor the State shall be liable to the other for any delay in, or failure of performance of, any
covenant or promise contained in this contract, nor shall any delay of failure constitute default or give rise to any
liability for damages if, and only to the extent that, such delay or failure is caused by fire, explosion, action of
the elements, strike, interruption of transportation, government interference, rationing, court action, illegality, or
any other cause which is beyond the control of the party affected and which, by the exercise of reasonable
diligence, could not have been prevented by the party affected (“Force Majeure Event”). The existence of such
causes of delay or failure shall extend the period for performance to such extent as may be necessary to enable
the complete performance in the exercise of reasonable diligence after the causes of delay or failure have been
removed. Nothing in this paragraph shall prevent the State from covering its requirements from another
Contractor during the period of delay. If a Force Majeure Event continues for more than thirty (30) days, the
State may terminate this contract in accordance with the provision of Section 12 hereof, without additional
liability. Force majeure shall not relieve the Contractor’s obligation to pay Fees to the CDOC as required in
section 4 herein, but may be grounds to delay payment of such Fees.
23. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its
departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions
of the Governmental Immunity Act §24-10-101, et seq. and the risk management statutes, CRS §24-30-1501, et
seq., as amended.
24. LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, THE PRODUCTS AND
SERVICES SUPPLIED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY
OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND
ITS LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE AFFILIATES DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT SERVICES SHALL BE UNINTERRUPTED
OR THAT ALL ERRORS MAY BE CORRECTED.
25. RISK OF LOSS
The Company and its insurers, if any, shall relieve Premises Provider of all risks of loss or damage to the
Equipment during the periods of transportation, installation and operation of the Equipment. However,
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Premises Provider shall be responsible for loss or damage to Equipment in its possession caused by fault or
negligence of Premises Provider or its employees.
26. SOLICITATION
The Premises Provider acknowledges that no officer or employee of the Company has been employed, induced,
or directed by Premises Provider to solicit or secure this Agreement with the Company upon agreement, offer,
understanding, or implication involving any form of remuneration whatsoever. Premises Provider agrees, in the
event of an allegation of substance (the determination of which shall be solely made by the Company) that there
has been a violation hereof, Premises Provider shall cooperate in every reasonable manner with the Company in
establishing whether the allegation is true. Notwithstanding any provisions of this Agreement to the contrary, if
a violation of this provision is found to have occurred and is deemed material by the Company, the Company
may terminate this Agreement.
27. GENERAL PROVISIONS
A. Binding Effect
Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and
burdens, shall extend to and be binding upon the Parties’ respective heirs, legal representatives, successors,
and assigns.
B. Captions
The captions and headings in this Contract are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions.
C. Counterparts
This Contract may be executed in multiple identical original counterparts, all of which shall constitute one
agreement.
D. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties and all prior
representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein.
E. Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all
claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs,
incurred as a result of any negligent act or omission by Contractor, or its employees, agents,
Subcontractors, or assignees pursuant to the terms of this Contract; however, the provisions hereof shall not
be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or
the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended.
F. Jurisdiction and Venue
All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and
exclusive venue shall be in the City and County of Denver.
G. Modification
i. By the Parties
Except as specifically provided in this Contract, modifications of this Contract shall not be effective
unless agreed to in writing by the Parties in an amendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law.
ii. By Operation of Law
This Contract is subject to such modifications as may be required by changes in Federal or Colorado
State law, or their implementing regulations. Any such required modification automatically shall be
incorporated into and be part of this Contract on the effective date of such change, as if fully set forth
herein.
H. Order of Precedence
The provisions of this Contract shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Contract and its exhibits and attachments, including, but not limited to, those
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provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions,
ii. The provisions of the main body of this Contract,
iii. Exhibit A,
iv. Exhibit B, Exhibit C, and Exhibit D controlling within the service each provides
v. Exhibit E.
I. Severability
Provided this Contract can be executed and performance of the obligations of the Parties accomplished
within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof, provided that the
Parties can continue to perform their obligations under this Contract in accordance with its intent.
J. Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, provisions of this Contract requiring continued
performance, compliance, or effect after termination hereof, shall survive such termination and shall be
enforceable by the State if Contractor fails to perform or comply as required.
K. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services are rendered to benefit the State; provided however, that
certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though
the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the
State is prohibited from paying or reimbursing Contractor for such taxes.
L. Third Party Beneficiaries
Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any
services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and
do not create any rights for such third parties.
M. Waiver
Waiver of any breach under a term, provision, or requirement of this Contract, or any right or remedy
hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of
any subsequent breach of such term, provision or requirement, or of any other term, provision, or
requirement.
N. Cooperation
In the event that the State has entered into or enters into agreements with other contractors or government
institutions for additional work related to the Services provided hereunder, Contractor agrees to cooperate
fully with such other parties. Contractor shall not commit any act that will interfere with the work
performed by any third party as set forth herein.
O. Time is of the Essence
Time is of the essence with regard to performance of any service or the delivery of any deliverable under
this contract, unless the parties agree otherwise in writing.
P. Compliance with Law
i.
Contractor shall adhere strictly to and comply with all applicable Federal, State, and Local laws,
statutes, regulations, and executive orders, as they currently exist and may hereafter be amended,
which are incorporated herein by this reference as terms and conditions of this contract. Contractor
also shall, and shall require its employees to, comply with all applicable State policies and
standards in effect during the performance of this contract, including but not limited to policies and
standards relating to personnel conduct, security, safety, confidentiality and ethics. Contractor shall
obtain and maintain, and shall cause its subcontractors to obtain and maintain all approvals,
permissions, permits, licenses, and other forms of documentation required in order to comply with
all applicable foreign or domestic laws, rules or regulations. Certain equipment, software and
technical data which may be provided hereunder may be subject to export and re-export controls
under the U.S. Export Administration Regulations and/or similar regulations of the U.S. or any
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other country. Contractor shall be responsible for complying with all export and re-export laws and
regulations including without imitation, (i) local license or permit requirements, (ii) export, import
and customs laws and regulations (such as the export and re-export controls under US Export
Administration Regulations and/or similar regulations of the US or any other country) which may
apply to certain equipment, software and technical data provided hereunder, and (iii) all applicable
foreign corrupt practices acts.
ii.

This Contract is made under and governed by the law of the State of Colorado, which shall be
applied to the interpretation, execution and enforcement of this Contract. Any legal action
commenced to enforce any right or obligation of this Contract shall only be commenced in Federal
or State courts located in Denver County in the State of Colorado. The State recognizes that
Contractor, in conducting its business in the manner set forth herein, is also subject to the
Communications Act of 1934, as amended, and as interpreted and applied by the Federal
Communications Commission (collectively, the Act). In the event any rates or charges set forth in
or contemplated by Section 4, above, require a tariff or other regulatory filing, such rates or charges
shall not be effective until the FCC or State PUC, as applicable, grants any necessary approval.

Q. Publicity
Contractor shall not release without the State’s prior written approval any publicity regarding the program
or Services provided herein, including but not limited to, notices, information, pamphlets, press releases,
research, reports, signs and similar public notices prepared by or for Contractor, identifying the State of
Colorado, the State agency receiving goods or services under this contract; however, Contractor may
reference this contract in proposals for other contracts without the State’s approval.
R. Non-exclusivity
This contract is entered into solely for the convenience of the State of Colorado, and except as specifically
stated, this contract in no way precludes the State or any of its user agencies from obtaining like services
from other suppliers.
S. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and standards
under CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act,
CRS §24-72-101, et seq.
28. EQUIPMENT OWNERSHIP AND CONFIDENTIALITY OF RECORDS
A. The CDOC agrees and acknowledges that all telephone instruments, system equipment, recording equipment,
software and fixtures, including printers, modems, computers (as inventoried to Contractor) and supplies
installed or furnished by Contractor in order to perform the Services, shall remain the sole and exclusive
property of the Contractor, third party manufacturers, or the contractor's subcontractor(s) or Licensor(s), as
applicable. The Contractor agrees to provide and maintain computer hard drive space in such size and
quantity, as is necessary to hold ITS call recordings including completed calls for a minimum of term of the
contract and incomplete calls for sixty (60) days. Such recordings shall be accessible on site at the server or
on hard disk. The Contractor acknowledges that the content of such recordings, and the recording media on
which the recordings are located, shall be the property of CDOC and the tapes or other recording media will
be turned over to CDOC upon the expiration or termination of the Contract, with no claim from Contractor.
Any intellectual property contained on such media which belongs to the Contractor shall remain the property
of the Contractor even though the Contractor will allow possession of the intellectual (proprietary) property
to remain with the CDOC and the CDOC shall not disclose or attempt to provide a license or otherwise
transmit this property to any other third party. Call Detail Records (CDR) will be stored and accessible to
CDOC for a minimum of term of the contract.
B. In the event the Contractor shall obtain access to any records or files of the State in connection with this
Contract, or in connection with the performance of its obligations under this Contract, which records, files or
other information are designated as confidential by the State, by markings, written notice to the Contractor, or
other appropriate means, then the Contractor shall keep such records and information confidential and shall
comply with all laws and regulations concerning the confidentiality of such records. The Contractor shall
notify its employees that they are subject to the confidentiality requirements as set forth above, and shall
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provide each employee with a written explanation of the confidentiality requirements before the employee is
permitted access to confidential data.
C. Nothing herein is intended or shall operate as a waiver of any applicable law governing disclosure of records,
including the Colorado Open Records Act, CRS §24-72-101 et seq. The State agrees to provide the
Contractor with prompt written notice of requests for disclosure under such laws of any Contractor
information within the scope of this clause.
29. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. CRS §24-30-202 (1).
This Contract shall not be valid until it has been approved by the Colorado State Controller or designee.
B. FUND AVAILABILITY. CRS §24-30-202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et
seq., as applicable now or hereafter amended.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the
State. Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage
for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to
Contractor and its employees and agents only if such coverage is made available by Contractor or a third
party. Contractor shall pay when due all applicable employment taxes and income taxes and local head
taxes incurred pursuant to this Contract. Contractor shall not have authorization, express or implied, to bind
the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor shall
(a) provide and keep in force workers' compensation and unemployment compensation insurance in the
amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely
responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Contract. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated
herein by reference which purports to negate this or any other Special Provision in whole or in part shall
not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract, to the extent capable of execution.

G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any
provision to the contrary in this Contract or incorporated herein by reference shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Contract shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
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restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any
extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Contractor is in violation of this provision, the
State may exercise any remedy available at law or in equity or under this Contract, including, without
limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall
not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Contractor’s services and Contractor shall not employ any person having such known
interests.
J. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4.
[Not applicable to intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller
may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies
for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest,
or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of
the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation
Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial
action.
K. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or
information technology services or products and services] Contractor certifies, warrants, and agrees that it
does not knowingly employ or contract with an illegal alien who will perform work under this Contract and
will confirm the employment eligibility of all employees who are newly hired for employment in the
United States to perform work under this Contract, through participation in the E-Verify Program or the
State program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract or enter into a contract with a
Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract. Contractor (a) shall not use E-Verify
Program or State program procedures to undertake pre-employment screening of job applicants while this
Contract is being performed, (b) shall notify the Subcontractor and the contracting State agency within
three days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an
illegal alien for work under this Contract, (c) shall terminate the subcontract if a Subcontractor does not
stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §817.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State
program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or
political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal
work status of such employee, and shall comply with all of the other requirements of the State program. If
Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this
Contract for breach and, if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty
of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one
form of identification required by CRS §24-76.5-103 prior to the effective date of this Contract.
SPs Effective 1/1/09

Page 18 of 36

CMS# 82140

30. SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* 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 their representations to that effect.

COMPANY
Global Tel*Link Coq10ratio11
Jeffrey B. Haidinger, President and COO

STATE OF COLORADO
John W. Hickenlooper, Governor
Colorado Department of CotTections
Rick Raemisch, Executive Director

~CM~

By,J~O
Date:

By: De1mis Dunsmoor, Director

1l~1/·~

Date:

~ ·1 J' · ,J,OI~
y-

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 Contrnctor
begins performing 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
Robert Jaros, CPA, MBA, JD

By:

·~A~ jJ J/r
en:
4 erriam,
Date:

Cont~r, Delegate

7/ zq/1s
j

..-

Page 19 of36

I

CMS# 82140

EXHIBIT A – INMATE TELEPHONE SERVICE
Inmate Telephone Service
Inmate Telephones and TTYs by Facility:
FACILITY

CAMPUS

Arkansas Valley (AVCF)
Arrowhead (ACC)(CMC)
Bent County (BCCF)

ECAN

Buena Vista (BVCF)
Centennial (CCF)
Cheyenne Mountain
(CMRC)
Crowley (CCCF)
Golden (CCC)
Colorado State
Penitentiary(CSP)

ECAN

ECAN

Delta(DCC)

STATION

PHONES

TTY

3

73

2

3

25

3

3

76

0

4

54

1

1

21

0

2

123

0

3

87

0

1

9

1

2

48

0

2

28

0

Denver Reception(DRDC)

DRDC

4

34

4

Denver Womens (DWCF)

DRDC

1

84

4

Four Mile(FMCC) (CMC)

ECAN

1

26

1

Fremont (FCF)

ECAN

2

66

1

0

324

0

3
3
3

62
60
55

0
2
3

2

10

0

CSP II
Kit Carson (KCCF)
LaVista LVCF)
Limon (LCF)

Pueblo
Pueblo

Rifle (RCC)
San Carlos (SCCF)

Pueblo

1

19

3

Skyline (SCC)(CMC)

ECAN

1

13

1

7

136

6

4

46

9

2

21

1

2

12

2

6

0

0

Colorado Springs
Headquarters

6

0

0

Lincoln Parole

1

0

0

Sterling (SCF)
Colorado Territorial
(CTCF)

CTCF

Trinidad (TCF)
Youth Offender (YOS)
COHQ Headquarters

Pueblo

ECAN = East Canon
Page 20 of 36

CMS# 82140
CTCF = Territorial
DRDC = Denver
Pueblo = Pueblo
Complex
Services
Company shall be responsible for: a) furnishing, installing, repairing and servicing the equipment
listed below; b) the establishment (if and to the extent required of Company by law) and
compliance with all tariffs and all rules, regulations, orders and policies of federal and state
regulatory authorities applicable to the automated operator services provided by the Company; c)
the establishment and maintenance of all billing and payment arrangements with the local and
interexchange carriers; d) the processing of all telephone call records; e) the performance (alone
or through others) of all validation, billing, outclearing and collection services; and f) the handling
of all billing and other inquiries, fraud control, and all other services essential to the performance
of the Company’s obligations under this Agreement. The Company reserves the right to control
unbillables, bad debt and fraud.
The installation of software and/or hardware on Company provided equipment is prohibited unless
approved. System conditions can change and become unstable with the addition of software
other than that installed by the Company. The Company does not warranty, troubleshoot, or
maintain any system that contains software installed by a third party. The Company assumes no
liability for any data stored on the equipment which is not directly related to the services provided
under this Agreement.
Company also does not furnish, maintain or provide consumables for peripheral equipment
associated with the Inmate Telephone System. Consumables consist of items such as printer
paper, cassette tapes, compact disks, etc.
Monitoring and Recording
Premises Provider agrees that Company has no responsibility to advise Premises Provider with
respect to any law, regulation, or guideline that may govern or control telephone call recordation
or monitoring by Premises Provider, or compliance therewith.
Premises Provider has its own
legal counsel to advise it concerning any and all such law, regulation, or guideline, and
compliance therewith, and makes its own determination on when and how to use the inmate call
monitoring and recording capabilities supplied through this Agreement. Company disclaims any
responsibility to provide, and in fact has not provided, Premises Provider any legal advice
concerning such applicable law, regulation, or guideline, or compliance therewith.
Premises
Provider acknowledges that all call detail records (DRs) and call recordings contained in the
inmate telephone system equipment Company provides to Premises Provider are the exclusive
property of the Premises Provider for the term of this Agreement and any resulting extensions of
this Agreement; provided, however, that Company shall have the right to use the DRs and
recordings to respond to legal requests, to provide the services under this Agreement.

Page 21 of 36

CMS# 82140
List of Equipment (in addition to inmate telephones and TTYs listed in the table above)
Centralized FOCUS Inmate Calling Platform, with the following features:
-V-Track investigative software that features advanced call monitoring, playback of
inmate calls, and investigative reporting
-V-Tips Investigator software that allows confidential informants the ability to leave
messages for Investigators
-5 years online storage of all call recordings
Data IQ Investigator Software
Data IQ is a robust analytical tool designed to integrate disparate data sources into a single data
mining and link analysis solution, allowing users to be more efficient and effective in generating
actionable intelligence.
V-Track Investigator Software
V-Track investigative software for monitoring and playback of inmate calls. V-Track has
additional features, such as Security Threat Group classification, Case Notes capability, and an
extensive list of reporting capabilities.
Rates
The telephone rate structure and transaction fees are provided in the tables below, and shall in no
event exceed the maximum rates as authorized by the state’s telecommunication regulatory
authority and the Federal Communications Commission (“FCC”). The rates provided are exclusive
of taxes, and other amounts Company collects for, or pays to, third parties, including but not
limited to payments in support of statutory or regulatory programs mandated by governmental or
quasi-governmental authorities, such as the Federal Universal Service Fee, and any costs incurred
by Company in connection with such programs. Any rate changes mandated by the state/local
regulatory authority and/or the FCC which adversely affect this Agreement shall entitle the
Company to, at its option, renegotiate or cancel this Agreement. Rates and surcharges below will
be implemented as soon as reasonably practicable, but by no later than August 5, 2015. Interim
rates and surcharges will be those in effect upon the execution of the Contract.

Page 22 of 36

CMS# 82140
Call Rates and Surcharges
Call Type/Collect

Collect Rates
Connect Fee

First Minute

Additional Minute

Loca l

$0.00

$0.12

$0.12

Intra l a ta /Intra s ta te

$0.00

$0.12

$0.12

Interl a ta /Intra s ta te

$0.00

$0.12

$0.12

Interl a ta /Inters ta te

$0.00

$0.12

$0.12

N/A

N/A

N/A

Interna ti ona l

Call Type/Prepaid

Prepaid Rates
Connect Fee

First Minute

Additional Minute

Loca l

$0.00

$0.12

$0.12

Intra l a ta /Intra s ta te

$0.00

$0.12

$0.12

Interl a ta /Intra s ta te

$0.00

$0.12

$0.12

Interl a ta /Inters ta te

$0.00

$0.12

$0.12

Interna ti ona l

$0.00

$0.50

$0.50

Call Type/Prepaid

Debit Calling Rates
Connect Fee

First Minute

Additional Minute

Loca l

$0.00

$0.12

$0.12

Intra l a ta /Intra s ta te

$0.00

$0.12

$0.12

Interl a ta /Intra s ta te

$0.00

$0.12

$0.12

Interl a ta /Inters ta te

$0.00

$0.12

$0.12

Interna ti ona l

$0.00

$0.50

$0.50

In addition to the call charges, Company may charge transaction fees as detailed in the table
below.
Transaction Fees.
-

AdvancePay Account Transaction Fees (Maximum Single Deposit Amount is $100.00)

Deposit Channel

Fee

Online (Web)
Mobile Phone Application
Phone (Interactive Voice Response)
Phone (Live Operator)
Retail Location
Check or Money Order Mailed to Lockbox

$7.95
$7.95
$7.95
$7.95
Varies by Retailer
No charge

In addition to the foregoing, there is an account closure/refund fee of $3.95, which Company may
change from time to time.

Page 23 of 36

CMS# 82140
-

Family and Friends Deposit into Inmate Pin Debit Account (Maximum Single Deposit
Amount is $100.00)

Deposit Channel

Fee

Online (Web)
Mobile Phone Application
Phone (Interactive Voice Response)

$7.95
$7.95
$7.95

Page 24 of 36

CMS# 82140

EXHIBIT B – MOBILITY SERVICE
Exhibit B
Mobility Service
I.

Overview.
Company shall supply the products and services needed to deploy
Company’s enhanced communications services (“Mobility Service”) at certain Premises
Provider locations, as further described in this Exhibit. Inmates shall have access to
the Mobility Service through the Tablets (as defined below). The Tablets shall connect
to Company’s secure network through wireless access points deployed at the Locations
(as defined below), provided, however, that access in any Location may not be
ubiquitous, and may have gaps, depending on Location characteristics.

II.

Deployment Locations. The Mobility Service shall be deployed at the locations listed in
the table below (individually “Location” and collectively “Locations”).
Company
reserves the right to terminate the Mobility Service at any Location and all Locations if
equipment is subjected to recurring vandalism or there is insufficient revenue to
warrant the continuation of the Mobility Service at such Location(s), including the
failure by Company to recover the Expenditure (as defined below) within twenty four
(24) months following the deployment of the Mobility Service at the Locations.
a. Locations.

Building
Arkansas Valley (AVCF)
Arrowhead (ACC)(CMC)
Bent County (BCCF)
Buena Vista (BVCF)
Centennial (CCF)
Cheyenne
Mountain
(CMRC)
Crowley (CCCF)
Golden (CCC)
Colorado
State
Penitentiary(CSP)
Delta(DCC)
Denver
Reception(DRDC)
Denver
Women’s
(DWCF)
Four Mile(FMCC) (CMC)
Fremont (FCF)
CSP II
Kit Carson (KCCF)
LaVista LVCF)
Limon (LCF)
Rifle (RCC)
San Carlos (SCCF)
Skyline (SCC)(CMC)
Sterling (SCF)

Location Description

ECAN

ECAN

ECAN

DRDC
DRDC
ECAN
ECAN

Pueblo
Pueblo
Pueblo
ECAN
Page 25 of 36

# of Tablets
Deployed
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate ADP
Inmate
Inmate
Inmate
Inmate
Inmate
Inmate
Inmate
Inmate
Inmate
Inmate

ADP
ADP
ADP
ADP
ADP
ADP
ADP
ADP
ADP
ADP

to

be

CMS# 82140
Colorado
Territorial
(CTCF)
Trinidad (TCF)
Youth Offender (YOS)
COHQ Headquarters
Colorado
Springs
Headquarters
Lincoln Parole

CTCF
Pueblo

Inmate ADP
Inmate
Inmate
Inmate
Inmate

ADP
ADP
ADP
ADP

Inmate ADP

ECAN = East Canon
CTCF = Territorial
DRDC = Denver
Pueblo = Pueblo Complex
III.

Company Provided Equipment, Services and Cabling.
Company shall supply
equipment, services, and cabling at no cost to Premises Provider, as follows. Company
shall retain all right, title, and interest in and to all equipment (including any
associated hardware and software), and services supplied. Cabling shall become the
property of the Premises Provider upon the expiration of the Agreement. Upon
termination of Mobility Service in any Location(s), Premises Provider shall collect and
deliver to Company all Tablets assigned to the Location(s) and provide Company a
reasonable opportunity to collect all associated equipment and hardware (except
cabling).
a. Equipment and Hardware.
i. Tablets. Company shall supply up to Eighteen Thousand (18,000)
Inspire™ mobile tablets (individually “Tablet” and collectively “Tablets”) for
the duration of the Agreement, subject to the following limitations.
1. Each inmate assigned a Tablet must agree to accompanying terms
and conditions in order to be granted use of the Tablet.
2. Company shall provide one set of earphones to each inmate supplied
a Tablet, and shall supply replacement earphones for purchase by the
inmate through Premises Provider’s commissary service.
3. Company shall not replace or repair any Tablet that is damaged or
destroyed by willful act, as determined in Company’s discretion.
4. Company shall replace or repair on a one-time basis per inmate any
Tablet that is damaged or destroyed for reasons other than a willful
act, subject to the following:
a. Company shall have no obligation during any twelve (12)
month period to replace or repair in any housing unit within a
Location more than five (5) Tablets or a number of tablets
equal to five (5%) percent of the Tablets deployed at that
housing unit, whichever is greater;

Page 26 of 36

CMS# 82140
b. Company may cease providing the Mobility Service at any
housing unit within a Location, and remove the Tablets
deployed to that Location, if Company has repaired and/or
replaced in any twelve (12) month period ten (10) Tablets or
a number of Tablets equal to ten (10) percent of the Tablets
deployed at that housing unit, whichever is greater.
5. Company may replace, upgrade, or substitute any or all of the
Tablets at any time.
ii. Additional Hardware and Cabling. Company shall provide all hardware,
cabling, and circuits necessary to deploy the Mobility Service at the
Locations, subject to the following.
1. Charging. Company shall supply one (1) wall charger with each
Tablet.
2. Access Points. Company shall install access points to enable access
within each Location, as reasonably permitted by layout and other
characteristics of the Location.
b. Services
i. Telephone Calls. Company shall enable Tablets for outbound telephone calls
through the inmate telephone platform Company operates on behalf of
Premises Provider. The calls shall include the features and functionality
associated with the inmate telephone platform, including system settings,
investigative capabilities, and security features.
Inmates shall use
headphones, which are equipped with a microphone, to complete calls.
ii. Content. Company shall make available for purchase certain content that
may be loaded on or accessed through the Tablets, including music, games,
email, and such other content as may be agreed upon in writing by the
Parties. The content shall be provided on subscription bases that terminate
upon Company no longer providing Premises Provider with the Mobility
Service, the release or transfer of the inmate from the Locations, or the
violation by the inmate of the terms of use for the Tablet, including
nonpayment for a subscription. Applications shall be supplied on a rolling
basis as soon as reasonably practicable following deployment of the Mobility
Service. Company reserves the right to alter or discontinue any content.
Company shall work in good faith to supply educational content through the
Tablets that is generally suitable for the inmate population based on
industry standards and Premises Provider requirements, except, however,
Company shall not be required, and Premises Provider shall assume, any
cost of delivering such content to inmates that exceeds in any year a retail
value of $500,000.
iii. Debit Link Accounts. All inmate content and email purchases (not including
charges for inmate telephone calls) shall be completed using Link Units,
which each inmate or their friends or family may purchase through a special
purpose account created for the inmate (individually “Debit Link Account”
Page 27 of 36

CMS# 82140
and collectively “Debit Link Accounts”).
Once purchased, Link Units may
only be returned to an inmate’s trust account or otherwise redeemed by the
inmate (as applicable) upon termination of the Mobility Service at all
Locations or upon an inmate’s release. All Link Units purchases by inmate
friends or family are final. Inmates may fund the Debit Link account by
transferring monies from their trust account. Company does not charge fees
associated with transfers from the inmate trust account. Inmate friends and
Family may fund an inmate’s debit link account by deposits made through
the Company web site or IVR. There are transaction fees associated with
friends and family deposits made through web and IVR based on the
following table:
Transaction Fees For Debit Link Accounts
Deposit Amount*
Up to $20
$20.01 to $100.00
$100.01 to $200.00
$200.01 to $300.00

Fee
$2.00
$3.50
$4.50
$6.00

* The maximum single deposit amount is $300.
iv. Support and Maintenance.
Company will provide all support and
maintenance services for the Mobility Service, including the Tablets, subject
to the limitations described herein. Company will respond promptly to all
support requests, provided, however, reports or requests involving the
security features of the Tablets shall have priority. Premises Provider
acknowledges that the resolution of certain hardware and software events
shall be subject to supply chain lead times, and that Tablets shall not be
available while being repaired or maintained.
IV.

Pricing. Company may apply the following charges on the use of the Tablets, provided,
however, that Company may in its discretion change any pricing other than pricing for
inmate telephone calls.
a. Inmate Telephone Calls: Inmate telephone call charges are as set forth in Exhibit A
of this Agreement.
b. Email: $0.49 per message sent, provided, however the rate shall increase in
accordance with increases by the U.S. Postal Service for the cost of first class mail
stamps.
c. Games. Tiered monthly subscription, priced from $5.00 to $15.00 per month.
Games may also be sold on an individual basis or provided for free.
d. Music: Up to $19.99 per one month subscription. For current inmates (who are
assigned a Tablet) who have already purchased music from the previous tablet
vendor at Premises Provider facilities, Union Supply, Company shall credit each
such inmate’s Debit Link Account with a value equal to the amount the inmate
spent on music with Union Supply, up to an aggregate amount, for all inmates
combined, of $300,000. If the aggregate purchases from Union Supply exceed
Page 28 of 36

CMS# 82140
$300,000, each inmate shall be credited a percentage of what they spent,
determined by dividing $300,000 by the total amount spent by all the inmates.
Inmates shall be able to spend these credits on streaming music, email, ebooks,
games or any other paid content available through the use of the Tablets.
e. Replacement Headphones: Up to $2.49.
f.
V.

Replacement wall chargers: Up to $6.99.

Premises Provider Obligations.
a. Technology. Premises Provider must allow:
i. The installation and use of Wi-Fi at all Locations;
ii. the use of wired earphones and lithium batteries for the Tablets;
iii. inmate access to electrical outlets for wall chargers (as applicable); and
iv. to be accessed through the Tablets wireless inmate telephone calls, music,
paid games, inmate email, and any other content agreed upon by Premises
Provider and Company.
b. Operations. Premises Provider must:
i. Assign a unique Tablet to each inmate having access to a Location and
ensure that inmates only use their assigned Tablets;
ii. allow and facilitate the sale of earphones and other Tablet accessories
through its commissary without mark up;
iii. allow the creation of Debit Link Accounts for inmates and the exclusive use
of Link Units for the purchase of content in connection with the Tablets;
iv. facilitate the integration of inmate Debit Link and commissary accounts for
the real-time exchange of funds, at no charge to Company by either
Premises Provider, or its third-party vendors, if any;
v. allow inmate per-call duration of not less than sixty (60) minutes;
vi. allow the use of Tablets throughout the Locations;
vii. facilitate the recycling and reuse of tablets each time a Tablet is re-assigned
to a new inmate;
viii. provide Company with secure space to store Tablets and other Company
equipment associated with the Mobility Service;
ix. provide at its expense all necessary power and power source; and
Page 29 of 36

CMS# 82140
x. designate a single point of contact who is authorized to act on behalf of the
Premises Provider on all matters involving the Mobility Service.
c. Use and Alteration. Premises Provider shall assign and distribute Tablets to
inmates in accordance with the process agreed upon by the Parties. Premises
Provider shall only allow the Tablets to be used for their intended purpose, and
shall not allow any third party to, tamper with or otherwise modify the Tablets or
associated software, or connect the Tablets or associated software to any hardware
or software that is not provided by Company for use with the Mobility Service.
VI.

Additional Terms.
a. Monitoring and Recording.
Premises Provider acknowledges that the Mobility
Service provides Premises Provider with the ability to monitor and/or record use of
the Tablets, including the ability to monitor and record calls made through the
Tablets, read emails sent through the Tablets, and monitor content streamed or
otherwise loaded on the Tablets. Premises Provider further acknowledges and
agrees that Company has no responsibility to advise Premises Provider with respect
to any law, regulation, or guideline that may govern or control the recordation or
monitoring by Premises Provider of the use of the Tablets, or compliance therewith.
Premises Provider has its own legal counsel to advise it concerning any and all such
law, regulation, or guideline, and compliance therewith, and makes its own
determination on when and how to use the monitoring and recording capabilities
supplied through the Agreement. Company disclaims any responsibility to provide,
and in fact has not provided, Premises Provider any legal advice concerning such
applicable law, regulation, or guideline, or compliance therewith.
b. Liability.
COMPANY AND ITS SUPPLERS SHALL IN NO WAY BE RESPONSIBLE, OR
LIABLE FOR, AND COMPANY IN NO WAY, GUARANTEES THE SAFETY,
EFFICACY OR USE OF, THE TABLTES, HEADPHONE CORDS OR OTHER
ACCESSORIES, OR THE USE OF ANY DEVICE OR ACCESSORY IN ANY
RELATED ACTIVITIES BY ANY TABLET USERS, INMATES OR COUNTY
PERSONNEL. FURTHEMORE, COMPANY AND ITS SUPPLIER ARE IN NO WAY
RESPONSIBLE FOR ANY PHYSICAL HARM OR OTHER INJURY, FORESEEN OR
UNFORESEEN, IN THE USE OF THE TABLETS, HEADPHONES, OR RELATED
ACCESSORIES.
PREMISES PROVIDER IS SOLELY RESPONSIBLE FOR
KEEPING CORDS AWAY FROM THOSE WHO PRESENT RISK TO THEMSELVES
OR OTHERS.

Page 30 of 36

CMS# 82140

EXHIBIT C – VIDEO VISITATION AND MANAGEMENT SOLUTION
EXHBIT C
Video Visitation and Management Solution
Overview.
Company shall provide a complete, secure Video Visitation System (VVS) solution to facilitate
offender communications with families, friends, and attorneys.
Company’s VVS is an all-encompassing solution developed specifically for correctional facilities.
The system’s modular design allows the implementation of the functionality that CDOC is
currently seeking with additional functionality available for deployment and activation as policies
and other factors change over time. Managing face-to-face visits, on-site visits, or remote visits
can all be done using this modularly-based platform, equipping CDOC with tools to effectively
manage every aspect of the inmate visitation environment. Our scalable visitation management
software has an easy-to-use interface that allows CDOC to deliver exceptional service to the
community and greater security for the facility while eliminating the chaos so often associated
with visitation.
Services
Company shall be responsible for: a) furnishing, installing, repairing and servicing the equipment
listed below; b) the performance (alone or through others) of all validation, billing, outclearing
and collection services; and f) the handling of all billing and other inquiries, fraud control, and all
other services essential to the performance of the Company’s obligations hereunder. The
Company reserves the right to control unbillables, bad debt and fraud.
The installation of software and/or hardware on Company provided equipment is prohibited unless
authorized. System conditions can change and become unstable with the addition of software
other than that installed by the Company. The Company does not warranty, troubleshoot, or
maintain any system that contains software installed by a third party. The Company assumes no
liability for any data stored on third party equipment.
Company also does not furnish, maintain or provide consumables for peripheral equipment.
Consumables consist of items such as printer paper, cassette tapes, compact disks, etc.
Premises Provider and Company shall use best efforts to promote video visitation at the Facility
for paid remote video visitation, including: 1) make video visitation available for paid remote
visits for at least 12 hours a day every day, without inmate session limitations except in
connection with disciplinary action; 2) allow Company to promote the use of video visitation
through, among others, the distribution of promotional material at Facility locations, IVR
recordings, the Web, and press releases; 3) Allow Company to have promotional pricing to make
video visitation an attractive alternative.
Monitoring and Recording
Premises Provider agrees that Company has no responsibility to advise Premises Provider with
respect to any law, regulation, or guideline that may govern or control Video Visitation
recordation or monitoring by Premises Provider, or compliance therewith. Premises Provider has
its own legal counsel to advise it concerning any and all such law, regulation, or guideline, and
compliance therewith, and makes its own determination on when and how to use the video
visitation monitoring and recording capabilities supplied through this Agreement. Company
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disclaims any responsibility to provide, and in fact has not provided, Premises Provider any legal
advice concerning such applicable law, regulation, or guideline, or compliance therewith.
Premises Provider acknowledges that all video visitation detail records (DRs) and video visitation
recordings contained in the equipment are the exclusive property of the Premises Provider for the
term of this Agreement and any resulting extensions of this Agreement; provided, however, that
Company shall have the right to use the DRs and recordings to respond to legal requests, to
provide the services under this Agreement.
Software

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Visitation Software Deployment Strategy
o Company shall deploy a hosted application server in the Company video visitation
data center. A Gatekeeper server, Recording server, and Storage server shall be
installed onsite at one DOC facility to increase performance and decrease internet
bandwidth requirements. The servers shall be deployed at whichever facility shall
be handling the highest volume of video visits (onsite or remote visits) and the
highest volume of live video visitation monitoring.
Visitation Scheduling
o Unlimited number of user licenses for the Company Scheduling Software
o Facility Registration and Scheduling
o Public Web-Based Registration and Scheduling
 Multilingual web interface (English, Spanish)
o Professional Web-Based Registration and Scheduling
o Visitor Kiosk Registration and Scheduling
Face-to-Face, On-Premises, and Remote Visitation Management
o Manage public and professional visits
o Manage non-contact and contact visits
o Manage on premises video visitation and remote video visitation
o Establish set schedules for non-contact visits, contact, visits, on premises video
visits, and remote video visits
o Officer check in for all on premises visits
o Officer video check-in prior to remove video visitation start
Fully Configurable Policies
o Quotas for inmates and visitors, by day or by week, ability to set different quotas
for different housing units
o Assign staff users to user groups with specific privileges
o Inmate and visitor restrictions
Automated Conflict Checking
o Inmate and Station Availability
o Event Management
o Inmate and Visitor Quotas
o Housing Unit Visitation Schedules
o Inmate and Visitor Restrictions
o Visitation Center Hours
o Number of Visitors Per Visit
OMS Integration
o One-way data transfer from OMS: XML view or Database View
o Option to import inmate events from OMS including restrictions and approved
visitors (requires XML integration)
Live Monitoring & Recording
o Live audio and video monitoring for all public video visits (professional video visits
are encrypted to prevent live monitoring)
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Recording of all public video visits (professional video visits are encrypted to
prevent recording). Recorded visits to be stored for 60 days.
Cancellation Notifications
o Automated Inmate Updates and Cancellation Notices
o Cancellation notices via email and automated phone messages
Data Reports
o Upcoming visitation reports for an entire facility or specific housing unit
o Who visited whom and how many times (day, week, month, etc.)
o Visitation types (e.g. normal, professional, etc.)
o Visitations by housing unit, day of the week, or specific time, location
o Housing Unit Reports- which station an inmate needs to be at, and at what time
o Formats include PDF, XLS, and HTML
o Total visitations by day, week, month, etc.
Visitor Warrant Check
o Allows facility to export visitor registration information for 3rd party warrant check
services and import warrant check results
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Hardware
550 Inmate Visitation Units
60 Visitor Visitation Units
Rates
Any on-premise video visits beyond those free visits that are required by law will incur a charge of
$0.40 per minute for the duration of the visit.
Remote video visits shall be charged in accordance with the table below. There shall be 10 and
25 minute visits allowed.
Visit Duration
10 Minutes
25 Minutes

Charge to Visiting Party
$4.00
$10.00

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CMS# 82140
EXHIBIT D – PAYMENT SOLUTIONS, INMATE TRUST DEPOSITS
EXHBIT D
Payment Solutions
Inmate Trust Deposits
Overview
Company’s best-in-class inmate trust deposit solutions (“Company Payment Solutions”) offers
correctional facilities an end-to-end system for the timely and secure processing of funds. Our
solution starts from the moment the prisoner arrives at a CDOC facility until he or she is released.
Our solution helps automate labor-intensive and time-consuming processes while providing
seamless, real-time integration across accounts and transactions.
Services
Company shall be responsible for: a) furnishing, installing, repairing and servicing the equipment
needed for all payment channels described below; b) the transfer of all funds accepted via any of
Company’s payment channels; and c) supplying marketing and promotional materials. Company
shall initiate an Automated Clearing House (“ACH”) credit to Premises Provider’s designated bank
on the next business day after the deposits are authorized and accepted by Company. Company
reserves the right to implement controls necessary to limit bad debt and fraud, including limit the
number of deposits into any one account, provide a deposit limit or ceiling for a single
transaction, and restrict the number of payments from any source or individual.
Premises Provider shall: a) provide access to power for kiosks; b) work with Company to promote
the Company Payment Solutions being provided; c) make inmate friends and family aware of the
availability of the Company Payment Solutions through the Premises Provider website and other
mutually agreeable methods of advertising; d) provide a reference link from the Premises
Provider website to a URL designated by Company for the sole purpose of promoting the
Company Payment Solutions. Premises Provider shall cooperate with Company in its efforts to
prosecute fraudulent transactions and recover bad debt, including provide account user
information and balances.
Payment Channels
Lobby Kiosk – Located in areas agreed upon by Premises Provider and Company.
Company’s Lobby Kiosks accepts cash, credit/debit cards from friends and family who want
to add monies to inmate trust accounts.
Mobile – Company provides Android & Apple downloadable mobile apps and a mobilefriendly website to facilitate credit/debit card payments from a smartphone.
Online – Users can complete a transaction in minutes by accessing Company’s online,
secure website portal and entering the required account information. It is secure,
convenient, easy, and fast with online support available if users have questions.
Phone- Provides a toll-free number that walks users through a transaction step-by-step to
make a secure transaction on their phone using either a land line or cell phone.
Walk-In Retail – Payments can safely and securely conduct transactions at select
retailers through a network of neighborhood-based payment centers across the country
using cash or credit/debit cards. Users simply inform the store clerk they are making a
Company payment and provide the Facility# (DOC ID) and the Account #.
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Transaction Fees

Trust Fund Deposit Range
$0 - $20
$20.01 - $100
$100.01 - $200
$200.01 - $300

cc/dc Fee (all channels)
$2.75
$4.75
$5.75
$7.75

Cash – Lobby Kiosks
$2.75
$2.75
$2.75
$2.75

Maximum single deposit amount is $300.00.

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Cash –Walk-in Retail
$4.75
$4.75
$4.75
$4.75

CMS# 82140

EXHIBIT E – OPTION LETTER
SAMPLE OPTION LETTER
Date:
CMS#

Original Contract CMS#
CORE#

Option Letter#

1) OPTIONS: Choose all applicable options listed in §1 and in §2 and delete the rest.
a. Option to renew only (for an additional term)
b. Change in the amount of goods within current term
c. Change in amount of goods in conjunction with renewal for additional term
d. Level of service change within current term
e. Level of service change in conjunction with renewal for additional term
f. Option to initiate next phase of a contract

2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:
a. For use with Options 1(a-e): In accordance with Section(s)
of the Original Contract between the State of Colorado, Department of
Corrections, and Contractor's Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert
ending date at a cost/price specified in Section
, AND/OR an increase/decrease in the amount of goods/services at the same rate(s) as
specified in Identify the Section, Schedule, Attachment, Exhibit etc.
b. For use with Option 1(f), please use the following: In accordance with Section(s)
of the Original Contract between the State of
Colorado, Department of Corrections, and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4,
etc for the term beginning Insert start date and ending on Insert ending date at the cost/price specified in Section
.
c. For use with all Options 1(a-f): The amount of the current Fiscal Year contract value is increased/decreased by $ amount of change to a new
contract value of Insert New $ Amt to as consideration for services/goods ordered under the contract for the current fiscal year indicate Fiscal
Year. The first sentence in Section
is hereby modified accordingly and the fiscal table therein is changed to read as follows:

The total contract value including all previous amendments, option letters, etc. is Insert New $ Amt.

3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or

, whichever is later.

STATE OF COLORADO
John W. Hickenlooper, Governor
Department of Corrections

By: Kellie Wasko, Deputy Executive Director
Date: _________________________

ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter 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 performing 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
Robert Jaros, CPA, MBA, JD
By: ____________________________________
Lenny Merriam, Controller, Delegate
Date: ___________________

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