Prison Phone Justice

State Form 41221 (Rl0/4-06)
Instructions for completing the EDS
1.
2.
3.
4.
5.

Please read the guidelines on the
Please type all information.
Check all boxes that apply.
For amendments I renewals, attach original
Attach additional pages if necessary.

I. EDS Number:

Grant
-

_

Maintenance

Lease

_

License Agreement

Attorney

_Amendment# _ _ _ _ __

MOU

25. Telephone #:
916-624-2979

10.New total amount for each fiscal year:
Year 2012

... .. _ _ __
$~0"-l.0 0~

Year 2013

... ..
$"'0 0"'0'--_ _ __

Year 2014

... ;.:.0::;:0_ _ _ __
$::;:0.

Year ,,-20_1;..;5_ _

30. If yes, list the %:
Minority:

%

Women:

$0.00

%

32. If yes, list the %:

31 Sub Vendor:M/WBE

X Yes
Women:
13. Method of source selection:
Bid/Quotation

~ RFP#

10-55

_ _ Negotiated
Emergency

_ _ Special Procurement

X Yes

33. Is there Renewal Language in
the document?

_ _ Other (specifj1

35. Will the attached dOClllnent involve data processing or telecolflllumications systems(s)?

X Yes

Minority:

23.4

%

Women:

_ _ No

22.9

%

34. Is there a "Termination for

Convenience ll clause in the
No

doclllnent?

X

Yes

Yes: lOT or Delegate has signed off on contract

36. Statutory Authority (Cite applicable Indiana or Federal Codes):
Ie 11-8-2-5 ET SEQ.

37. Description of work and justification for spending money. (Please give a brief description ofthe scope ofwork included in this agreement.)
This is a contract for the provision of offender pay phone service for offenders at all Indiana Department of Correction facilities. The contract is to be at no cost to the State, and be
a revenue generating to the Stale with the cOllilllissiollS paid out of revenue generated by phone calls.

38. Justification of vendor selection and detennination of price reasonableness:
The contrnct was entered into ofter being duly procured through the State's fonnal RFP processs (10-55) in which competitive bids \1<j1~)I~[W,t!~m.~~1~)f\\"'S
through this process.

JUN
39. If this contract is submitted late, please explain why: (Required ifmore thau 30 days late.)

40. Agency fiscal omcer or representative approval

/~

1111111111111111111111111111111111111111111111111111111111111111111111

03 LUll

OAG..AOVISORY

No

PROFESSIONAL SERVICES CONTRACT
EDS# D12-1-090
This Contract, entered into by and between the Indiana Department of Correction (The "State") and
Public Communications Services-Indiana, LLC (the "Contractor" or "PCS"), is executed pursuant to the
terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the
parties agree as follows:
1. Duties of Contractor
The Contractor shall provide the following services relative to this Contract:

Contractor shall provide correctional facility communication services at Indiana Department of
Correction facilities as set forth in "Exhibit B" (RFP 10-55) attached hereto and incorporated herein, and
in "Exhibit C" (Contractor's Response to RFP 10-55) attached hereto and incorporated herein. These
services shall be further modified by "Exhibit A" attached hereto and incorporated herein, and the terms
of "Exhibit A" shall supersede and take precedence over any conflicting terms set forth in "Exhibit B"
and "Exhibit C. The services set forth in "Exhibit A", "Exhibit B", and "Exhibit C" shall be known in the
collective as the "Services").
2. Consideration
This is a no cost, revenue generating contract for the State. Contractor is to generate revenues through
the provision of the services as set forth herein, and from those revenues pay certain commissions to the
State as further described in "Exhibit A" which is attached hereto and incorporated herein.

Total remuneration to be paid by the State under this Contract is $0.00.
3. Term
This Contract shall be effective for a period of 48 months. It shall commence on _or date of final State
approval, and shall terminate 48 months after date of fmal State approval.

At the State's option, the Contract may be renewed for up to two (2) additional terms extending two years
each.
4. Access to Records
The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting
records, and other evidence pertaining to all costs incurred under this Contract. They shall make such
materials available at their respective offices at all reasonable times during this Contract, and for three (3)
years from the date of final payment under this Contract, for inspection by the State or its authorized
designees. Copies shall be furnished at no cost to the State if requested.
5. Assignment
The Contractor binds its successors and assignees to all the terms and conditions of this Contract. The
Contractor shall not assign or subcontract the whole or any part of this Contract without the State's prior
written consent, which shall not be unreasonably withheld or conditioned; except the Contractor has the
right to assign this Contract to Global Tel*Link Corporation, a Delaware corporation, without the prior
written consent of the State, provided that Contractor gives the State prior written notice of the
assignment and so long as Global Tel *Link Corporation is then properly registered to conduct business in
the State of Indiana and agrees to execute any and all documents required by the State to effectuate such
assignment. The Contractor may assign its right to receive payments to such third parties as the
Contractor may desire without the prior written consent of the State, provided that Contractor gives
1

written notice (including evidence of such assignment) to the State thirty (30) days in advance of any
payment so assigned. The assignment shall cover all unpaid amounts under this Contract and shall not be
made to more than one party.
6. Audits
Contractor acknowledges that it may be required to submit to an audit of funds paid through this Contract.
Any such audit shall be conducted in accordance with IC 5-11-1 and audit guidelines specified by the
State.
Following the expiration of this Contract, the Contractor shall arrange for a financial and compliance
audit of funds provided by State pursuant to this Contract. Such audit is to be conducted by an
independent public or certified public accountant (or as applicable, the Indiana State Board of Accounts),
and performed in accordance with Indiana State Board of Accounts publication entitled "Uniform
Compliance Guidelines for Examination of Entities Receiving Financial Assistance from Governmental
Sources," and applicable provisions of the Office of Management and Budget Circulars A-133 (Audits of
States, Local Governments, and Non-Profit Organizations). The Contractor is responsible for ensuring
that the audit and any management letters are completed and forwarded to the State in accordance with
the terms of this Contract. Audits conducted pursuant to this paragraph must be submitted no later than
nine (9) months following the close of the Contractor's fiscal year. Contractor agrees to provide the
Indiana State Board of Accounts and the State an original of all financial and compliance audits. The
audit shall be an audit of the actual entity, or distinct portion thereof that is the Contractor, and not of a
parent, member, or subsidiary corporation of the Contractor, except to the extent such an expanded audit
may be determined by the Indiana State Board of Accounts or the State to be in the best interests of the
State. The audit shall include a statement from the Auditor that the Auditor has reviewed this Contract
and that the Contractor is not out of compliance with the financial aspects of this Contract.
7. Authority to Bind Contractor
The signatory for the Contractor represents that he/she has been duly authorized to execute this Contract
on behalf of the Contractor and has obtained all necessary or applicable approvals to make this Contract
fully binding upon the Contractor when his/her signature is affixed, and certifies that this Contract is not
subject to further acceptance by Contractor when accepted by the State of Indiana.
8. Changes in Work
In the event the State requires a material change in the scope, character or complexity of the work after
the work has begun, adjustments in compensation to the Contractor shall be determined by the State and
the Contractor in the exercise of their honest and reasonable judgment. The Contractor shall not
commence any additional work or change the scope of the work until authorized in writing by the State.
No claim for additional compensation shall be made in the absence of a prior written approval executed
by all signatories hereto.
9. Compliance with Laws.
A. The Contractor shall comply with all applicable federal, state and local laws, rules, regulations and
ordinances, and all provisions required thereby to be included herein are hereby incorporated by
reference. The enactment of any state or federal statute or the promulgation of rules or regulations
thereunder after execution of this Contract shall be reviewed by the State and the Contractor to determine
whether the provisions of this Contract require formal modification.
B. The Contractor and its agents shall abide by all ethical requirements that apply to persons who have a
business relationship with the State, as set forth in Indiana Code § 4-2-6 et ~, the regulations
promulgated there under, and Executive Order 04-08, dated April 27, 2004. If the contractor is not
familiar with these ethical requirements, the contractor should refer any questions to the Indiana State
2

Ethics Commission, or visit the Indiana State Ethics Commission website at http://www.in.gov/ethics/. If
the Contractor or its agents violate any applicable ethical standards, the State may, in its sole discretion,
terminate this Contract immediately upon notice to the contractor. In addition, the Contractor may be
subject to penalties under Indiana Code § 4-2-6,4-2-7,35-44-1-3, and under any other applicable laws.
C.
The Contractor certifies by entering into this Contract, that neither it nor its principal(s) is
presently in arrears in payment of its taxes, permit fees or other statutory, regulatory or judicially required
payments to the State of Indiana. Further, the Contractor agrees that any payments in arrears and
currently due to the State of Indiana may be withheld from payments due to the Contractor. Additionally,
further work or payments may be withheld, delayed, or denied and/or this Contract suspended until the
Contractor is current in its payments and has submitted proof of such payment to the State.
D. The Contractor warrants that it has no current or pending or outstanding criminal, civil, or
enforcement actions initiated by the State of Indiana pending, and agrees that it will immediately notify
the State of any such actions. During the term of such actions, Contractor agrees that the State may delay,
withhold, or deny work under any Supplement or contractual device issued pursuant to this Contract and
any supplements or amendments.
E.
If a valid dispute exists as to the Contractor's liability or guilt in any action initiated by the State
of Indiana or its agencies, and the State decides to delay, withhold, or deny work to the Contractor, the
Contractor may request that it be allowed to continue, or receive work, without delay. The Contractor
must submit, in writing, a request for review to the Indiana Department of Administration (IDOA)
following the procedures for disputes outlined herein. A determination by IDOA shall be binding on the
parties.
F. Any payments that the State may delay, withhold, deny, or apply under this section shall not be subject
to penalty or interest under IC 5-17-5.
G. The Contractor warrants that the Contractor and its subcontractors, if any, shall obtain and maintain all
required permits, licenses, and approvals, as well as comply with all health, safety, and environmental
statutes, rules, or regulations in the performance of work activities for the State. Failure to do so may be
deemed is a material breach of this Contract and grounds for termination of the Agreement pursuant to its
termination provisions and denial of further work with the State.
H. The Contractor hereby affirms that it is properly registered and owes no outstanding reports with the
Indiana Secretary of State.

1. As required by IC 5-22-3-7:
(1) the Contractor and any principals of the Contractor certify that (A) the Contractor, except
for de minimis and nonsystematic violations, has not violated the terms of (i) IC 24-4.7
[Telephone Solicitation Of Consumers], (ii) IC 24-5-12 [Telephone Solicitations] , or (iii)
IC 24-5-14 [Regulation of Automatic Dialing Machines] in the previous three hundred sixtyfive (365) days, even inC 24-4.7 is preempted by federal law; and (B) the Contractor will not
violate the terms ofIC 24-4.7 for the duration of the Contract, even ifIC 24-4.7 is preempted
by federal law.

(2) The Contractor and any principals of the Contractor certify that an affiliate or principal of
the Contractor and any agent acting on behalf of the Contractor or on behalf of an affiliate or
principal of the Contractor: (A) except for de minimis and nonsystematic violations, has not
violated the terms of IC 24-4.7 in the previous three hundred sixty-five (365) days, even if
3

IC 24-4.7 is preempted by federal law; and (B) will not violate the terms ofIC 24-4.7 for the
duration of the Contract, even ifIC 24-4.7 is preempted by federal law.
10. Condition of Payment
All services provided by the Contractor under this Contract must be performed to the State's reasonable
satisfaction, as determined at the discretion of the undersigned State representative and in accordance
with all applicable federal, state, local laws, ordinances, rules, and regulations. The State shall not be
required to pay for work found to be unsatisfactory, inconsistent with this Contract or performed in
violation of and federal, state, or local statute, ordinance, rule or regulation.
11. Confidentiality of State Information
The Contractor understands and agrees that data, materials, and information disclosed to the Contractor
may contain confidential and protected information. The Contractor covenants that except as otherwise
provided in this Agreement (for data, material, and information other than Social Security Numbers) or as
may be required by law or legal process, data, material and information gathered, based upon or disclosed
to the Contractor for the purpose of this Contract, will not be disclosed to or discussed with third parties
without the prior written consent of the State.

The parties acknowledge that the services to be performed by Contractor for the State under this contract
may require or allow access to data, materials, and information containing Social Security numbers or
other personal information maintained by the State in its computer system or other records. In addition to
the covenant made above in this section and pursuant to 10 IAC 5-3-1(4), the Contractor and the State
agree to comply with the provisions ofIC 4-1-10 and IC 4-1-11. If any Social Security number(s) or
personal information (as defined in IC 4-1-11-3) is/are disclosed by Contractor, Contractor agrees to pay
the cost of the notice of disclosure of a breach of the security of the system in addition to any other claims
and expenses for which it is liable under the terms of this contract.
Contractor agrees to comply with Contractor's internal privacy/confidential information policy with
regard to any data, materials, and information disclosed or otherwise provided to Contractor by the State
under the terms of this contract. In addition to the foregoing, contractor shall keep confidential any data,
materials, and information disclosed or otherwise provided to Contractor by the State under the terms of
this contract. Contractor may make disclosures to employees, shareholders, agents, attorneys and
accountants (collectively, "Agents") as required to perform their obligations hereunder, provided,
however, that the Contractor shall cause all Agents to honor the provisions of this Section. Contractor
may also make disclosures as required by law or legal process.

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12. Continuity of Services
A. The Contractor recognizes that the services under this contract are vital to the State and must be
continued without interruption and that, upon contract expiration, a successor, either the State or
another Contractor, may continue them. The Contractor agrees to:
1. Furnish phase-in training, and
2. Exercise its commercially reasonable efforts and cooperation to effect an orderly and efficient
transition to a successor.

B. The Contractor shall, upon the State's written notice:
1. Furnish phase-in, phase-out services for up to sixty (60) days after this contract expires, and
2. Negotiate in good faith a plan with a successor to determine the nature and extent of phase-in,
phase-out services required.

The plan shall specify a training program and a date for transfening responsibilities for each division
of work described in the plan, and shall be subject to the State's approval. The Contractor shall
provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the
services called for by this contract are maintained at the required level of proficiency.
The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within
the agreed period after contract expiration that result from phase-in, phase-out operations).
13. Debarment and Suspension
A. The Contractor certifies that neither it nor its principals nor any of its subcontractors are presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering
into this Contract by any federal agency or by any department, agency or political subdivision of the
State. The term "principal" for purposes of this Contract means an officer, director, owner, partner, key
employee, or other person with primary management or supervisory responsibilities, or a person who has
a critical influence on or substantive control over the operations of the Contractor.

B The Contractor also further certifies that it has verified the suspension and debarment status for all
sub-contractors receiving funds under this Contract and shall be solely is solely responsible for any
recoupments, paybacks and or penalties that might arise from non-compliance. Contractor shall
immediately notify the State if any sub-contractor becomes debarred or suspended, and shall, at the
State's request, take all steps required by the State to terminate its contractual relationship with the subcontractor for work to be performed under this Contract.
14. Default by State

If the State, sixty (60) days after receipt of written notice, fails to conect or cure any material breach of
this Contract, then the Contractor may cancel and terminate this Contract and institute the appropriate
measures to collect all monies due up to and including the date of termination.
15. Disputes
A. Should any disputes arise with respect to this Contract, the Contractor and the State agree to act

immediately to resolve such disputes. Time is of the essence in the resolution of disputes.
B. The Contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay
to carry out all its responsibilities under this Contract that are not affected by the dispute. Should the
Contractor fail to continue to perform its responsibilities regarding all non-disputed work without
delay, any additional costs incurred by the State or the Contractor as a result of such failure to
proceed shall be borne by the Contractor, and the Contractor shall make no claim against the State for
such costs. If the State and the Contractor cannot resolve a dispute within ten (10) working days
5

following notification in writing by either party of the existence of a dispute, then the following
procedure shall apply:
1. The parties agree to resolve such matters through submission of their dispute to the
Commissioner of the Indiana Department of Administration. The Commissioner shall reduce a
decision to writing and mail or otherwise furnish a copy thereof to the Contractor and the State
within ten (10) working days after presentation of such dispute for action. The Commissioner's
decision shall be final and conclusive unless either party mails or otherwise furnishes to the
Commissioner, within ten (10) working days after receipt of the Commissioner's decision, a
written appeal. Within ten (10) working days of receipt by the Commissioner of a written request
for appeal, the decision may be reconsidered. If no reconsideration is provided within ten (10)
working days, the parties may mutually agree to submit the dispute to arbitration for a
determination, or otherwise the dispute may be submitted to an Indiana court of competent
jurisdiction.
2. The State may withhold payments on disputed items pending resolution of the dispute. The
unintentional nonpayment by the State to the Contractor of one or more invoices not in dispute in
accordance with the terms of this Contract will not be cause for Contractor to terminate this
Contract, and the Contractor may bring suit to collect these amounts without following the
disputes procedure contained herein.
16. Drug-Free Workplace Certification
The Contractor hereby covenants and agrees to make a good faith effort to provide and maintain a drugfree workplace. The Contractor will give written notice to the State within ten (10) days after receiving
actual notice that the Contractor or an employee of the Contractor in the State of Indiana has been
convicted of a criminal drug violation occurring in the Contractor's workplace. False certification or
violation of this certification may result in sanctions including, but not limited to, suspension of contract
payments, termination of this Contract and/or debarment of contracting opportunities with the State for up
to three (3) years.

In addition to the provisions of the above paragraphs, if the total contract amount set forth in this Contract
is in excess of $25,000.00, Contractor hereby further agrees that this contract is expressly subject to the
terms, conditions, and representations of the following certification:
This certification is required by Executive Order No. 90-5, April 12, 1990, issued by the Governor of
Indiana. Pursuant to its delegated authority, the Indiana Department of Administration is requiring the
inclusion of this certification in all contracts and grants from the State of Indiana in excess of $25,000.00.
No award of a contract shall be made, and no contract, purchase order or agreement, the total amount of
which exceeds $25,000.00, shall be valid, unless and until this certification has been fully executed by the
Contractor and made a part of the contract or agreement as part of the contract documents.
The Contractor certifies and agrees that it will provide a drug-free workplace by:
A. Publishing and providing to all of its employees a statement notifying them that the unlawful
manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the
Contractor's workplace, and specifying the actions that will be taken against employees for violations
of such prohibition;

B. Establishing a drug-free awareness program to inform it's employees of (1) the dangers of drug
abuse in the workplace; (2) the Contractor's policy of maintaining a drug-free workplace; (3) any

6

available dlUg counseling, rehabilitation, and employee assistance programs; and (4) the penalties that
may be imposed upon an employee for dlUg abuse violations occurring in the workplace;
C. Notifying all employees in the statement required by subparagraph (A) above that as a condition of
continued employment, the employee will (1) abide by the terms of the statement; and (2) notify the
Contractor of any criminal dlUg statute conviction for a violation occurring in the workplace no later
than five (5) days after such conviction;
D. Notifying in writing the State within ten (10) days after receiving notice from an employee under
subdivision (C)(2) above, or otherwise receiving actual notice of such conviction;
E. Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction,
imposing the following sanctions or remedial measures on any employee who is convicted of dlUg
abuse violations occurring in the workplace: (1) taking appropriate personnel action against the
employee, up to and including termination; or (2) requiring such employee to satisfactorily participate
in a dlUg abuse assistance or rehabilitation program approved for such purposes by a federal, state or
local health, law enforcement, or other appropriate agency; and
F. Making a good faith effort to maintain a dlUg-free workplace through the implementation of
subparagraphs (A) through (E) above.

17. Reserved
18. Force Majeure
In the event that either party is unable to perform any of its obligations under this contract or to enj oy any
of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected
party (hereinafter referred to as a "Force Majeure Event"), the party who has been so affected shall
immediately give notice to the other party and shall do everything possible to resume performance. Upon
receipt of such notice, all obligations under this contract shall be immediately suspended. If the period of
nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party
whose ability to perform has not been so affected may, by giving written notice, terminate this contract.
19. Funding Cancellation
When the Director of the State Budget Agency makes a written determination that funds are not
appropriated or otherwise available to support continuation of performance of this Contract, this Contract
shall be canceled. A determination by the Director of the State Budget Agency that funds are not
appropriated or otherwise available to support continuation of performance shall be final and conclusive.
20. Governing Laws
This Contract shall be constlUed in accordance with and governed by the laws of the State of Indiana and
suit, if any, must be brought in the State of Indiana.
21. Indemnification
The Contractor agrees to indemnify, defend, and hold hannless the State, its agents, officers, and
employees from all claims and suits including court costs, attorney's fees, and other expenses caused by
any act or omission of the Contractor and!or its subcontractors, if any, in the performance of this Contract.
The State shall not provide such indemnification to the Contractor.
22. Independent Contractor
Both parties hereto, in the performance of this contract, shall act in an individual capacity and not as
agents, employees, partners, joint ventures or associates of one another. The employees or agents of one
7

party shall not be deemed or construed to be the employees or agents of the other party for any purposes
whatsoever. Neither party will assume liability for any injury (including death) to any persons, or damage
to any property arising out of the acts or omissions of the agents, employees or subcontractors of the other
party.
The parties stipulate that Contractor has no responsibility to advise the State with respect to any
applicable law, regulation, or guideline that may govern or control telephone call recordation or
monitoring by the State, or compliance therewith. The Contractor provides the State with the capability
to monitor and record telephone calls, but the State has its own legal counsel to advise it concerning any
and all laws, regulations, or guidelines that apply to telephone call recordation and monitoring, and
compliance therewith. Contractor disclaims any responsibility to provide, and in fact, has not provided
the State any legal advice concerning such applicable laws, regulations, or guidelines, or compliance
therewith. The State will be solely responsible for any liability arising out of the failure of the State (or
the Contractor at the direction of the State) to comply with such applicable laws, regulations or
guidelines. All call detail records (CDRs) and call recordings contained in the inmate telephone system
equipment made available by Contractor to the State are the exclusive property of the State for the term of
this Agreement and any resulting extensions of this Agreement; provided, however, that Contractor shall
have the right to use the CDRs and recordings to respond to legal requests, and to provide the services
under the Contract and for other lawful business purposes.
The Contractor shall be responsible for providing all necessary unemployment and workers'
compensation insurance for the Contractor's employees
23. Information Technology Enterprise Architecture Requirements.
If Contractor provides any information technology related products or services to the State, Contractor
shall comply with all Indiana Office of Technology (lOT) standards, policies, and guidelines, which are
online at http://iot.in.gov/architecture/. Contractor specifically agrees that all hardware, software, and
services provided to or purchased by the State shall be compatible with the principles and goals contained
in the electronic and information technology accessibility standards adopted under Section 508 of the
Federal Rehabilitation Act of 1973 (29 U.S.C. 794d) and IC 4-13.1-3. Any deviation from these
architecture requirements must be approved in writing by lOT in advance. The State may terminate this
Contract for default if Contractor fails to cure a breach of this provision within a reasonable time.
24. Insurance
A. The Contractor shall secure and keep in force during the term of this Contract, the following insurance
coverage, covering the Contractor for any and all claims of any nature which may in any manner arise out
of or result from this Contract:

1. Commercial general liability, including contractual coverage, and products or completed operations
coverage (if applicable), with minimum liability limits of $5,000,000 per occurrence and $5,000,000
in the aggregate annually, unless additional coverage is required by the State. The State is to be
named as a additional insured on a primary, non-contributory basis for any liability arising directly or
indirectly under or in connection with this Contract. The required limits for commercial general
liability insurance maybe achieved using primary and/or umbrella liability policies.
2. Automobile liability with minimum liability limits of $5,000,000 per occurrence and $5,000,000
in the aggregate annually. The State is to be named as an additional insured on a primary, noncontributory basis. The required limits for automobile liability insurance may be achieved using
primary and/or umbrella liability policies.

8

3. The Contractor shall provide proof of such insurance coverage by tendering to the undersigned
State representative a certificate of insurance prior to the commencement of this Contract and proof of
Workers compensation coverage meeting all statutory requirements of IC 22-3-2. In addition, proof
of an "all states endorsement" covering claims occurring outside the State is required if any of the
services provided under this Contract involve work outside of Indiana.
B. The Contractor's insurance coverage must meet the following additional requirements:
1. The insurer must have a certificate of authority issued by the Indiana Department of Insurance.
2. Any deductible or self-insured retention amount or other similar obligation under the insurance
policies shall be the sole obligation of the Contractor.
3. The State will be defended, indemnified and held harmless to the full extent of any coverage
actually secured by the Contractor in excess of the minimum requirements set forth above. The duty
to indemnify the State under this Contract shall not be limited by the insurance required in this
Contract.
4. The insurance required in this Contract, through a policy or endorsement(s), shall include a
provision that the policy and endorsements may not be canceled or materially modified without thirty
(30) days' prior written notice to the undersigned State agency.
5. Failure to provide insurance as required in this Contract may be deemed a material breach of
contract entitling the State to immediately terminate this Contract if the breach remains uncured after
ten (10) business days following written notice by the State.
The Contractor shall furnish a certificate of insurance and all endorsements to the undersigned State
agency prior to the commencement of this Contract.
25. Key Person(s) REMOVED BY AGREEMENT OF THE PARTIES
26. Licensing Standards
The Contractor and its employees and subcontractors shall comply with all applicable licensing standards,
certification standards, accrediting standards and any other laws, rules or regulations governing services
to be provided by the Contractor pursuant to this Contract. The State shall not be required to pay the
Contractor for any services performed when the Contractor or its employees or subcontractors are not in
compliance with such applicable standards, laws, rules or regulations. If licensure, certification or
accreditation expires or is revoked, or if disciplinary action is taken against the applicable licensure,
certification, or accreditation, the Contractor agrees to notify State immediately thereof and the State, at
its option, may immediately terminate this Contract.
27. Material Incorporated or Referred to in Contract
The Contractor has supplied herewith all written materials, documents, or instruments mentioned or
referred to in the contract except, where applicable, user manuals which will be included with the
equipment upon delivery and which do not alter the terms of this agreement.
28. Merger & Modification
This Contract constitutes the entire agreement between the parties. No understandings, agreements, or
representations, oral or written, not specified within this Contract will be valid provisions of this Contract.
This Contract may not be modified, supplemented or amended, in any manner, except by written
agreement signed by all necessary parties.
9

29. Minority and Women's Business Enterprises Compliance. The Contractor agrees to comply fully
with the provisions of 25 lAC 5 and any participation plan that may have been submitted to the State.

The following MBE's and WBE's listed on the Minority and Women's Business Enterprises
Division directory of certified firms will be participating in this Contract.
MBE/WBE

PHONE

COMPANY NAME

SCOPE OF PRODUCTS and/or SERVICES UTILIZATION DATE

AMOUNT

MBE, 317-493-2017, BC Forward, Information Teclmology Services, utilization expected upon
contract award, $5,270,569.05 over four years
WBE, 317-757-8764, CSCI Consulting, Information Teclmology Services, utilization expected upon
contract award, $5,157,950.05 over four years
The Contractor agrees to submit a copy of the agreement entered into between the Contractor and each
MBE/WBE subcontractor where the State took the selection of the MBEiWBE by the Contractor into
consideration when issuing the procurement award. The copy of the agreement must be submitted to the
MWBE Division in IDOA within ninety (90) days of the execution of the contract between the Contractor
and the State. The Contractor also agrees to send all amendments, changes, and terminations to these
agreements to the MWBE Division in IDOA within ninety (90) days of their execution. Failure to
provide a copy of the agreement or subsequent amendment, change, and termination may result in
exclusion from future State procurements. If the Contractor is not excluded from future procurements,
the actions or inactions of the Contractor with regard to the above will be taken into account in all phases
and scoring in future procurements. In addition, the Contractor must obtain the approval of the Division
before changing any MBEiWBE participation plan submitted in connection with this Contract.
30. Nondiscrimination
Pursuant to the Indiana Civil Rights Law, specifically including IC 22-9-1-10, and in keeping with the
purposes of the federal Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the
Americans with Disabilities Act, the Contractor covenants that it shall not discriminate against any
employee or applicant for employment relating to this Contract with respect to the hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to employment,
because of the employee or applicant's: race, color, national origin, religion, sex, age, disability,
ancestry, status as a veteran, or any other characteristic protected by federal, state, or local law
("Protected Characteristics"). Furthermore, Contractor certifies compliance with applicable federal laws,
regulations, and executive orders prohibiting discrimination based on the Protected Characteristics in the
provision of services.
31. Notices to Parties
Whenever any notice, statement or other communication is to be sent to the State or to the Contractor, it
shall be sent to the following addresses unless otherwise specifically advised:
Notice to the Agency shall be sent to:
Bruce Lemmon, Commissioner
Indiana Department of Correction
302 W. Washington St., Room E334
Indianapolis, Indiana 46204

10

Brian Arrowood, Chief Technology Officer
Indiana Office of Technology
100 N. Senate Avenue, Room N 551
Indianapolis, Indiana 46204
Notice to the Contractor shall be sent to:
Jeffrey B. Haidinger
Public Communications Services-Indiana, LLC
12021 Sunset Hills Road, Suite 100
Reston, Virginia 20190
EIN # - 27-2905378
Payment to the Contractor shall be sent to:
As required by IC 4-13-2-14.8, payments to the Contractor shall be made via electronic funds transfer in
accordance with instructions filed by Contractor with the Auditor of State.
32. Order of Precedence
Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following
order: (1) This Contract, (2) attachments prepared by the State, (3) RFP 10-55, (4) Contractor's response
to RFP 10-55, and (5) attachments prepared by the Contractor. In the event of any conflict between the
terms and conditions of this Contract and the provisions of any of the other documents identified in items
(2), (3), (4) or (5) of the immediately preceding sentence, the terms and conditions of this Contract shall
supersede and control.
33. Ownership of Documents and Materials
All documents, records, programs, data, film, tape, articles, memoranda, and other materials not
developed or licensed by the Contractor prior to execution of this Contract, or that is not developed or
licensed pursuant to another contract or to Contractors ongoing efforts to add features and make
improvements to its offerings, but specifically developed under this Contract shall be considered "work
for hire" and the Contractor transfers any ownership claim to the State and all such materials will be the
property of the State. Use of these materials, other than related to contract performance by the
Contractor, without the prior written consent of the State, is prohibited. During the performance of this
Contract, the Contractor shall be responsible for any loss of or damage to these materials developed for or
supplied by the State and used to develop or assist in the services provided while the materials are in the
possession of the Contractor. Any loss or damage thereto shall be restored at the Contractor's expense.
The Contractor shall provide the State full, immediate, and unrestricted access to the work product during
the term of this Contract.
34. Payments
A. All payments shall be made in alTears in conformance with State fiscal policies and procedures
and, as required by IC 4-13-2-14.8, by electronic funds transfer to the financial institution
designated by the Contractor in writing unless a specific waiver has been obtained from the
Auditor of State. No payments will be made in advance of receipt of the goods or services that are
the subject of this Contract except as permitted by IC 4-13-2-20.

B. If Contractor is being paid in advance for the maintenance of equipment andlor software,
pursuant to IC 4-13-2-20(b)(14), Contractor agrees that if it fails to perform the maintenance
required under this Contract, upon receipt of written notice from the State, it shall promptly
refund the consideration paid, pro-rated through the date of non-performance.
11

35. Penalties/Interest/Attorney's Fees
The State will in good faith perform its required obligations hereunder and does not agree to pay any
penalties, liquidated damages, interest, or attorney's fees, except as required by Indiana law, in part, IC 517-5, IC 34-54-8, and IC 34-13-1.
Notwithstanding the provisions contained in IC 5-17-5, the Parties stipulate and agree that any liability
resulting from the State of Indiana's failure to make prompt payment shall be based solely on the amount
of funding originating from the State of Indiana and shall not be based on funding from federal or other
sources.

36. Progress Reports
The Contractor shall submit progress reports to the State upon request. The report shall be oral, unless the
State, upon receipt of the oral report, should deem it necessary to have it in written form. The progress
reports shall serve the purpose of assuring the State that work is progressing in line with the schedule, and
that completion can be reasonably assured on the scheduled date.
37. Renewal Option
This contract may be renewed under the same terms and conditions subj ect to the approval of the
Commissioner of the Department of Administration and the State Budget Director in compliance with IC
5-22-17-4. The term of the renewed contract may not be longer than the term of the original contract.
Any provision for automatic renewal is void.
38. Security and Privacy of Health Information
The Contractor agrees to comply with all requirements of the Health Insurance Portability and
Accountability Act of 1996 (HIP AA) in all activities related to this Contract, to maintain compliance
throughout the life of this Contract, to operate any systems used to fulfill the requirements of this
Contract in full compliance with HIPAA and to take no action which adversely affects the State's HIPAA
compliance
The parties acknowledge that the Department of Health and Human Services has issued the Final Rule, as
amended from time to time, on the Standards for Privacy of Individually Identifiable Health Information,
as required by HIP AA. To the extent required by the provisions of HIP AA and regulations promulgated
thereunder, the Contractor covenants that it will appropriately safeguard Protected Health Information
(PHI), as defined by the regulations, which is made available to or obtained by the Contractor in the
course of its work under this Contract. The Contractor agrees to comply with applicable requirements of
law relating to PHI with respect to any task or other activity it performs for the State as required by the
final regulations.

39. Severability
The invalidity of any section, subsection, clause or provision of this Contract shall not affect the validity
of the remaining sections, subsections, clauses or provision of this contract.
40. Substantial Performance
This contract shall be deemed to be substantially performed only when fully performed according to its
terms and conditions and any modification thereof.
41. Taxes
The State of Indiana is exempt from state, many federal and local taxes. The State will not be responsible
for any taxes levied on the Contractor as a result of this contract.

12

42. Termination for Convenience
This contract may be terminated, in whole or in part, by the State whenever, for any reason, the State
determines that such termination is in the best interest of the State. Termination of services shall be
effected by delivery to the Contractor of a Termination Notice at least thirty (30) days prior to the
termination effective date, specifying the extent to which performance of services under such termination
becomes effective. The Contractor shall be compensated for services properly rendered prior to the
effective date of termination. The State will not be liable for services performed after the effective date of
termination. The Contractor shall be compensated for services herein provided but in no case shall total
payment made to Contractor exceed the original contract price or shall any price increase be allowed on
individual line items if canceled only in part prior to the original termination date.
43. Termination for Default
A. With the provision of thirty (30) days notice to the Contractor, the State may terminate this contract in
whole or in part, provided Contractor has not cured the deficiency during the notice period, if the
Contractor fails to:
1. Correct or cure any breach of this contract;
2. Deliver the supplies or perform the services within the time specified in this contract or any
extension;
3. Make progress so as to endanger performance of this contract; or
4. Perform any of the other provisions of this contract.
B. If the State terminates this contract in whole or in part, it may acquire, under the terms and in the
manner the State considers appropriate, supplies or services similar to those terminated, and the
Contractor will be liable to the State for any excess costs for those supplies or services. However, the
Contractor shall continue the work not terminated.
C. The State shall pay the contract price for completed supplies delivered and services accepted. The
Contractor and the State shall agree on the amount of payment for manufacturing materials delivered
and accepted and for the protection and preservation of the property. Failure to agree will be a
dispute under the Disputes clause. The State may withhold from these amounts any sum the State
determines to be necessary to protect the State against loss because of outstanding liens or claims of
former lien holders.
D. The rights and remedies of the State in this clause are in addition to any other rights and remedies
provided by law or under this contract.
44. Travel.
No expenses for travel will be reimbursed unless specifically permitted under the scope of the services or
consideration provision. Expenditures made by the Contractor for travel will be reimbursed at the current
rate paid by the State and in accordance with the State Travel Policies and Procedures as specified in the
current Financial Management Circular. Out-of-State travel requests must be reviewed by the State for
availability of funds and for appropriateness per Circular guidelines. (Financial management Circular
(2003-1).
45. Waiver of Rights
No right conferred on either party under this contract shall be deemed waived and no breach of this
contract excused, unless such waiver or excuse shall be in writing and signed by the party claimed to have
waived such right.

13

46. Work Standards
The Contractor agrees to execute its responsibilities by following and applying at all times the highest
professional and technical guidelines and standards. If the State becomes dissatisfied with the work
product of or the working relationship with those individuals assigned to work on this contract, the State
may request in writing the replacement of any or all such individuals and Contractor shall grant such
request to the extent permitted by law.
47. State Boilerplate Affirmation Clause

I swear or affirm under the penalties of perjury that I have not altered, modified or changed the State's
Boilerplate contract clauses in any way except for the following clauses which are identified by name
below:

#5 Assignment
#8 Changes in Work
#9 Compliance with the Laws (Section G)
#11 Confidentiality of State Information
#12 Continuity of Services
#17 Employment Option
#22 Independent Contractor
#24 Insurance (AI., A2., B4., and B5.)
#25 Key Persons
#33 Ownership of Documents and Materials
#43 Termination for Default
#46 Work Standards (last sentence)

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

14

NON-COLLUSION AND ACCEPTANCE
The undersigned attests, subject to the penalties for perjury, that he/she is the Contractor, or that he/she is the
properly authorized representative, agent, member or officer of the Contractor, that he/she has not, nor has
any other member, employee, representative, agent or officer of the Contractor, directly or indirectly, to the
best of his/her knowledge, entered into or offered to enter into any combination, collusion or agreement to
receive or pay, and that he/she has not received or paid, any sum of money or other consideration for the
execution of this Contract other than that which appears upon the face of this Contract.

In Witness Whereof, Contractor and the State of Indiana have, through duly authorized representatives,
entered into this agreement. The parties having read and understand the foregoing terms of the contract
do by their respective signatures dated below hereby agree to the terms thereof.

Public Communications Services-Indiana LLC
By: Public ommunications Services, Inc. its sole member,/) ~.
By:
Printed Name: Tt:ffC~.D' \1t:u
Title:
Date:

dJ..o@{

Attes,hed By: A:fM~

~Vq

~f!t/!L' ~
$"~,

S::JEtrr-

I

If an lOT signature is necessary but the
signature block is left blank, a statement
must be inserted that authority has been
delegated to this agency per a letter from
lOT dated ***.

Indiana Department of Correction:

By:Cl(~p~~~Q

Bruce C. Lemmon, Commissioner
Date:

J. J
N

1:,.-

(tiLtl J-O l \

Indiana Office of Technology:

By:

~~

Brian S. Arrowood, Chief Information Officer

Date: _ _5
--1J_Z_(+I_I_I ______
APPROVED as to Form and Legality:
Office of the Attorney General
----,I'--#~~f_h,L.IL~---- (for)

Ada

Dal_-----'-_-=Z'----------'--I_I_______

----I~ J\r_:__,-+~~_ _ (for)
___

Grgory F. Zoeller, A

mey General

Date:_-=:.i_-_8,--·~----,\_ _ _ _ _ __
\

15

EXHIBIT A

CALL TYPE

PER MINUTE RATE

COMMISSION %

Offender - Domestic Call
$0.24
43.5%
Offender - International Call
$0.75
43.5%
The above rates do not include any applicable federal, state or local surcharges, taxes or regulatory
fees.
•

This Contract excludes all services other than those services that pertain to the provision of services
in Indiana Department of Correction facilities, or the provision of offender phone services in Indiana
Department of Correction facilities. Services excluded from this Contract include those for public
payphones at all other State locations and services provided to other State agencies, unless such
services are expressly required by local, state or federal law in connection with the services being
provided to the Indiana Department of Correction. This Contract is not intended to create, nor
should its terms be construed to create, an obligation of any other State agency other than the Indiana
Department of Correction, the Indiana Department of Administration, or the Indiana Office of
Technology.

•

This Contract excludes public payphones, and the optional Wi-Fi Services proposed by the
Contractor.

•

This is a "no cost" revenue generating contract for the State. The State will receive commissions on
a monthly basis from the Contractor based on every completed inmate call for the previous month
that is accepted by an end user and billed via a local exchange carrier or prepaid to the Contractor.
These commissions shall reflect a percentage of revenue generated from every completed inmate call
for the previous month (exclusive of taxes and tax related surcharges, credits, and any amounts the
Contractor collects for, or pays to, third parties, including payments in support of statutory or
regulatory programs mandated by governmental or quasi-governmental authorities, such as the
Federal Universal Service Fee) that is accepted by an end user and billed via a local exchange carrier
or prepaid to the Contractor.

•

To maximize the benefits of offender training for re-education and re-entry, the State has requested
that offender labor will be used to maintain the offender telephones and any other equipment and
infrastructure as specified by the State (except to the extent reasonably objected to by Contractor on
the basis of concerns over system security and potential harm to Contactor property, including
compromise of intellectual property). The State will remain solely responsible for any security
matters relating to offender labor. The Contractor shall reimburse the State for the IDOC's cost in
providing offender labor to maintain the telephone and any other equipment and infrastructure as
specified by the State at a maximum rate of eighty five cents ($0.85) per labor hour. The Contractor
will train offenders in how to complete such repairs, and shall provide all necessary equipment and
support. The training provided will be at a sufficient level to enable offenders to achieve
professional telecommunications certifications such as BISI or RCDD. This provision of offender
labor does not relieve Contractor of any obligation by Contractor to ensure that its systems and
equipment are maintained, repaired, and upgraded as needed.
1

EXHIBIT A
•

The number of site administrators to be provided by Contractor will be no less than ten (10).

•

The State agrees to allow the Contractor to reuse any currently installed hardware and infrastructure
that is in good working condition, as long as the hardware and infrastructure to be re-used meets all
the standards set forth in the RFP. Any hardware or infrastructure not meeting these standards shall
be replaced or repaired.

•

The following individuals shall be the initial points of contact for their respective organizations with
regard to the implementation of the Contractor's duties under the contract:
• Andrew Merrill and Chris Moore for Contractor.
• Amanda Copeland for the State.
The individuals listed above are not key persons to the Contract and may be changed by at any time
by agreement of the Parties. In the event any individual listed in the preceding paragraph is no
longer designated by his or her respective organization as a point of contact, this change in status
shall be immediately communicated to the other party, and a new point of contact designated.

•

Contractor shall utilize at least one of its call centers located within the United States in providing
the services under this Contract.

•

The cost, commissions, and rates set forth herein represents the result of the Contractor's original
proposed cost, commissions, and rates after being subjected to "Best and Final Offer" rounds of
negotiation by the Indiana Department of Administration. The result of each round of negotiation is
documented in the remaining pages of this Exhibit A.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

2

EXHIBIT A

Target Price/Percentage

Offender Calls

Best and Final Offer

PCS

Average
Per
Minute
Rate ..
Average
Proposal
Commissi
$
on -

0.2917 $

0.35

0.25

43%

BEST AND FINAL OFFER ROUND 1

3

EXHIBIT A

Offender Calls

Ctlrrent Price/% pes

Target PriceJ% PCS SAfO PriceJ%

Average Per
Minute Rate 15 PTS Baseline

.32.5
Average Proposal
Commission ~
11 PTS Baseline

0.27

35%

40%

BEST AND FINAL OFFER ROUND 2

4

DELEGATION OF SIGNATURE AUTHORITY
BY COMMISSIONER OF
INDIANA DEPARTMENT OF CORRECTION
FOR CONTRACTS NOT EXCEEDING
ONE MILLION DOLLARS
Pursuant to the authority conferred upon me by Indiana Code 11-8-2-5 to administer, according to law,
the money or other property of the Department of Correction, and to delegate powers and duties conferred
upon me as Commissioner of the Depmiment of Correction to other employees of the department, Bruce
C. Lemmon, hereby delegate signature authority to Amanda Copeland, Chief of Staff for the Indiana
Department of Correction, to sign all contractual documents that obligate the Department of Correction
up to a total amount of One Million Dollars ($1,000,000) for each contract.
This authority shall apply irrespective of the title or designation of the document being signed and shall
apply to renewals and amendments of existing contracts.
In conferring this authority, I request the Indiana Attorney General and all State agencies with reviewing
authority over State contracts to honor this delegation of authority and to accordingly accept the signature
of Amanda Copeland on Indiana Department of Correction contracts as having the same force and effect
as my own.
This delegation of authority shall remain in effect until revoked by me in writing, or until the time
Amanda Copeland no longer is acting in capacity as Chief of Staff for the Indiana Department of
Correction.
If the amount of this delegation for each contract is, or becomes, in excess of any statutory limit, I
delegate signature authority to Amanda Copeland to sign contracts up to that statutOlY limit as permitted
by law.
By my signature below, I hereby delegate to Amanda Copeland, the aforesaid signature authority on this
16th Day of May, 2011.

~a~s::;
Indiana Depmiment of Correction