Prison Phone Justice

STATE OF MARYLAND
DEPARTMENT OF PUBLIC SAFETY AND CORRECl'IONAL SER.VICES
INMATE TELECOMMUNICATION AND TECHNOLOGY SERVICES

DPSCS QO0B9400038
TIDS CONTRACT is made this 14th day of Auguat, 2019 by and between the STATE OF
MARYLAND, acting through die MARYLAND DEPARTMENT OF PUBLIC SAFETY AND
CORRECilONAL SERVICES, (herein known as the '"Depal1mmlt") and Global Tct•Lmk (G'l'L) herein
known as the (Contractor).
IN CONSIDERATION ofthe premises and the covenants herein contained, the parties agree u follows:
1.

DellniUODI

In this Contract, the following wmdl have the meanings indicated.
1.1

"COMAR" mcans the Code of Maryland RcgulatiODB available on-line at www.dsd.atate.md.us.

1.1

"Contract" mcam this contract for Inmate Telecommunication Services

1.3

"Contract Manager" means the individual identified in Section 29.1 ofthis Contract, or a
successor designated by the Department or Agency.

1.4

"Contractor" meana Global Tcl•Link (GTL) whose principal business address 12021 Sunset Hills
Road, Suite 100, Reaton, VA 20190.

15

"Department'' mcam die Maryland Department ofPublic Safety and Coacc:tional Services.

1.6

"Financial Proposal" mcana tbe Contractor's Financial Proposal, dated April 16, 2019.

1.7

"Interco-opcrativc Agn:ement" means the Contract betwcm the County ofPrince William
Varginia and the Contractor for Inmate Telcphaoe and Other Technologies (Contract No.
5026188) dated December 14, 2017.

1.8

"Procumncnt Officer" means Anna Lamaw or her dcligncc.

1.9

"State" means the State of Maryland.

1.10

lt'fGR" means Total Groas Revenue.

2.

Scope of Wort

2.1

The Contractor shall provide all Inmate Telecommunication Services and Technology Services to
the Departmmt. 'IbCIC servicca ahall be provided in accordanco with this Contract and the
lntcrgovemmental Cooperative Purchasing Agreement referenced in the following exhibitl,
which an, attached and incmporated herein by refarence. If there ii any conflict between this
Contract and the BxhibitB, the terms of the Ccmtract shall govmn. Ifthere is any conflict among
the Bxht"bita. the following order ofpreccdcocc shall determine the prevailing provision:

Exhibit A- 1bc Contractors Propoaal letter and financial offering dated April 16, 2019
Exhibit B- Prince William RFP7002082 dated May 3, 2017

Exlnl>it C- Prince W"llliam Immtc Tdepboncs and Other Tecbnologica (PWMRADC
5026188) mad Decc:mber 14, 2017.
Exln'bit D- Coatmd: Affidavit
2.2

The Procmemmt Offlccsr may, at any time, by writtm order, mae changes in the work
within the gemn1 scopo of the Contract. No· od:1cr order, !IQfemcnt or conduct of the
Procim:ma,,t Officer 01' my other person sball be tmaf.ed 81 & change or mtitle the ContracloJ" to
ID equitable a4justmcnt under this acction. Except • otherwise provided in this Contract, if any
change under this ICCtion C&U1C1 an mcRUO or decreuc in the Contractor•, COit ~ or the timo
n:quiacd mr, the performance of my part of the wart, whether or not changed by the onhr, an
equitable adjustmmt in the Contract price ahall be mado and tho Contnct modified in writing
accordingly: The Contractor shall auert in meing its right to m a&ljustnu:nt under tbia section
within thirty (30) day& of receipt of written change Oilier and aball include a wrium atatemnnt
setting fonh the nature and coat of such claim. No claim by the Contractor shall be allowed if
uscrtcd after final payment UDda- this Con1ract. Failme to agree to an actiustmmt under Chia
section shall be a d i ~ under the Disputea clause. Nothing in this section shall CllCUle the
Contnctor from proceeding widl the C'.ontnct II cbBDFCL 'Pdodificatiom to thia Contract may be

made provided (a) the modifications are made in writing; (b) all parties sign the modificatirm;
and (c) approval bytbe n:qwrcd agc:nciea, u descn1>edin COMAR21.07.01.04, is obwned.

3.

Period for Performance

3.1

The Contract shall start u of the date offall c:m:ution by the parties (the "'Effective Date"). From
this date, the Contract shall be for a period of three ycan and four momba bc,gimrina September
l, 2019 and ending on December 31, 2022. The State at is aole option, shall have the unilatl:nl
right to c:xtmd the cootract for up to five additional, ono-~ Cam in accordance with Exhibit C.

3.2

The Contractcr aball provide producta and ICll'Vices under dDII Contract u ofthe date provided in
a writbm Notice to Proceed.

3.3

Audit, ~dentiaUty, document mention, wammty and jndcnmiflcation obligations under lhia
Contract and any other obliptions specifically idmti6ed ab.all survive expiration or tamination
oftho Contract.

4.

Conllderatloa and Payment

4.1

Contractor ahall charge the Depmtmmt's iJ1TDl!el the calliq rates detailed in Exhibit A of this
Contract.

4.2

Contractor sball charge for other aaviccs in accordanc.10 with &hibit A ofdm Contract.

43

The Contractor lhall not pay the Departmcat a commiuion on thiJ·contract.

4.4

The Contractor &bill submit invoicca for raimbu:nc,mmrt u reqwn,d in Exhibit A Invoices that
contain both fixed p:ic:o and time and material items IDl18t clearly identify the items to either fixed
price or time and material billing. Eada inwice mu.at include the Contractor's FederaJ Tu
Identificaticm Number: 63-1071001. The Contractor's eMM idcmfication number ia 2789.98
Payment& to the Comractorpomum.t to this Contract shall be made no later than :30 days after the

Department's Mceipt of a proper invoice from lhe Contractor. Charges for late payment of
invoices other than as prescribed by Tide 15, SUbtide 1, of the Stile Finance and Procurement
Artic1e, Annotated Code of Maryland, as from time-to-time amended, are prohibited. Invoices
shall be submitted to the Connet Manager. The final payment under this Contract will not be
made until after certification is received from the Comptroller of the State that all taxes have been
pajd.
.

4.S

In addition to any other available remedies, if, in the opinion of the Procu~rnent Officer, the
Contractor fails to pmform in a aatist'ictory and timely manner, the Procurement Officer may
refuse or limit approwl of any invoice for payment, and may cause payments to the Contractor to
be reduced or withheld until such time as the Contractor meots performance lt8lldards as
established by the Procurement Officer.

5.

Personnel

Contractor agrees that all personnel identified in its bid, or pcrs~neJ of equal qualifications, shall
be assigned to perform the terms of this conbact.
6.

Coafidenliallty

Subject to the Maryland Public Information Act and any other applicable laws, all confidential or
proprietar)' information and documentation relating to either party (incJuding without limitation,
any infonnation or data stored within the Conttactor's computer systems) shall be held in
absolute confidence by the other party. Bach party shall, however, be ponnitted to disclose
relevant confidential information to its officers. agents and employees to the exient that such
disclosure is necessary for the performance of their duties under this Contnct, provided the data
may be collected. used, di&closed, stored and disseminated only as provided by and consistent
with the law. The provisions of this section shall not apply to information that (a) is lawfully in
the public domain; (b) has been independently developed by the other party without violation of
this Conbact; (c) was aJready in the possession of such party; (d) was supplied to such party by a
third party lawfuJly in posse!Sion then,of and legally permitted to funher disclose the
information; or (e) which such party is requh~ to disclose by Jaw.

7.

Loa ol'Data
In the event of loss of any State data or records where such loss is due to the intentional ac:t or
omission or negligence of the contractor or any of its subcontnu:tors or agents, the Contractor
shall be responsible for rccrcating such lost data in the manner and on the schedule set by the
Procurement Officer.

The Contractor shall maintain workers' compensation coverage, and property and casualty
insmance as required in the Exhibit C. The minimum limits of such policies must meet any
minimum requirements established by Jaw and the limits of insurance required by Exhibit C, and
shall cover losses resulting from or arising out of Contractor action or inaction in the performance
of services under the Contract by the Contractor, its agents, servants, employees or
subcontractors. Effccti ve no later than the date of execution of the Contract. and continuing for
the duration of the Contract term. and any applicable renewal periods, the Contractor shall
maintain such insurance coverage and shall report such insurance annually or upon Contract
renewal, whichever ls earlier, to the ProcuMment Officer. The Contractor is required to notify the

Procurement Officer in writing. if policies are cancelled or '1Dt micwcd 3S daya in advanc:c of
such cancellation and/or nonrenewaJ. Certificates ofinsurance evidencing this coverage aball be
provided within five (S) days of nodce of recommended award. AIi insurance policiea shall be
iaaued by a company properly authorized to do business in the State of Maryland. Tho Stlle shall
be named u an additional named in&un!d on the property and casualty policy and as required in
the Exhibit C.
9.

Non-Hiring of Bmpl~ees
No official or employee, of lbe State of Maryland, as defined WHler Stale Oovcmment Article, 15102. Annotated Code of Maryland, whoee duties as mch official or employee include mitten
relating to or affi:cting the subject matter of this contract, shall during the pendency and 1eim of
this contract and while serving as an official or cq,loyee of the State become or be an employee
of the contractor or any entity that is a subcontractor on this contract.

10.

Disputes
TbiJ Contract shall be mbject to the provisions of Title 15, SublitJe 2, of the State Fmance and
Procurement A11icle of the Annotated Code of Maryland, as from time to time amended, and
COMAR 21.JO (Adminimadve and CMI Remedies). Pending resolution of a claim, the
Contractor shall proceed diligently with the performance of the Contract in accordanc:o with the
Procurement Officer's decision. Unless a lcuer period is provided by appliclhle statute,
regulation, or the Contract, the Comractor shall file a written notice of claim with the
Procurement Officer within 30 days after the basis for the claim is .known should have been
known, whichever i• earlier. Contemporaneously with or widdn 30 days mthe filina of a notice
of claim, but no Iara- than the date of final payment under the Contract, the Conb'actor shall
aubmit to the Procurement Officer its written claim containing the information specified in
COMAR 21.10.04.02.

or

11.

Maryland Law

This Contract shall be construed, intmpreted, and enforced accon:ling to the laws of lhe State of
Maryland.

U.

Nondfacrtml.aatfon hi Employment
The Contractor agrees: (a) not to discriminate in any manner against 1111 employee or applicant for
employment because of race, color. religion, creed, age, sex, marital swus, national origin,
ancestry. or physical or mental handicap unrelated in nature and extent so as reasonably to
preclude the performance of auch employment; (b) to include a provision similar to that contained
in subsection (a), above., in any underlying subcontract except a subcontract for standard
commercial supplies or raw materials; and (c) to post and to cause sobcontmcton to post in
conspicuous pllCell available to employees and applicants fer employment, notices scuing forth
the substance of this clause.
·

13.

Continpnt Fee Prohibition
The contractor, architect. or engineer (as applicable) warrants that jt hu not employed or retained
any person, partnenbip, -corporadon, or other entity, other than a bona fide employee or agent
woddng for the contJ'lctor, architect, or engineer, to solicit or secure this agreement, and that it

has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a
bona fide employee or agent, any fee or any other consideration contingent on the making of this
agreement.

14.

Nonavailability of Funding
If the General Assembly fails to appropriate funds or if funds are not otherwise made available
for continued performance for any fiscal period of this Contract succeeding the first fiscal period,
this Contract shall be canceled automatically as of the beginning of the fiscal year for which
funds were not appropriated or otherwise made available; provided, however, that this shall not
affect either the State's rights or the Contractor's rights under any termination clause in this
Contract. The effect of termination of the Contract hereunder shall be to discharge both the
Contractor and the State from future performance of the Contract, but not from their rights and
obligations existing at the time of termination. The Contractor shall be reimbursed for the
reasonable value of any nonrecurring costs incurred but not amortized in the price of the Contract.
The State shall notify the Contractor as soon as it has knowledge that funds may not be available
for the continuation of this Contract for each succeeding fiscal period beyond the first.

1S.

Termination for Default
If the Contractor fails to fulfill its obligations under this Contract properly and on time, or
otherwise violates any provision of the Contract, the State may terminate the Contract by written
notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for
termination. All finished or unfinished work provided by the Contractor shall, at the State's
option, become the State's property. The State of Maryland shall pay the Contractor fair and
equitable compensation for satisfactory performance prior to receipt of notice of termination, less
the amount of damages caused by the Contractorts breach. If the damages are more than the
compensation payable to the Contractor, the Contractor will remain liable after termination and
the State can affirmatively collect damages. Termination hereunder, including the termination of
the rights and obligations of the parties, shall be governed by the provisions of COMAR
21.07.01.118.

16.

Termination for Convenience
The performance of work under this Contract may be terminated by the State in accordance with
this clause in whole, or from time to time in part, whenever the State shall determine that such
termination is in the best interest of the State. The State will pay all reasonable costs associated
with this Contract that the Contractor has incurred up to the date of termination, and all
reasonable costs associated with termination of the Contract. However, the Contractor shall not
be reimbursed for any anticipatory profits that have not been earned up to the date of termination.
Termination hereunder, including the determination ofthe rights and obligations of the parties,
shall be governed by the provisions of COMAR 21.07.01.12 (A)(2).

17.

Delays and Extensions of Time
The Contractor agrees to perform this agreement continuously and diligently. No charges or
claims for damages shall be made by the Contractor for any delays or hindrances, regardless of
cause, in the performance of services under this Contract. Time extensions shall be granted only
for excusable delays that arise from unforeseeable causes beyond the control and without the fault
or negligence of the Contractor, including but not restricted to acts of God, acts of the public

enemy, acts of tho State in either its sovereip or contractual eapacity, ICU af IDOthcr contractor
in tbc performance of a contract with the State. firea. floodl. epidemics, qUll'IDtine re,lriedons.
Sln°ba, freight embargoes, or delays of IUbcontracton or suppliers sising from unforeseeable
canses beyond the control and without the f'aalt or negligence of either the Contractor or the
subcoatraclOl'S or suppljen.

18.

Smpemlc,a of Work

The Procurement Offica- unilaterally may order the Contractor in writing to smpend. delay, or
interrupt all or any part of its performance for such poriod of time u Che Procurement Officer
may determine to be appropriate for the conveniena, of the State.
19. . Pre-Bmeln& Regulations

In accordance with the provisions of Section 11-206 of the State Finance and Procumment
Article, Annotated Code of Maryland, as from time to dme amended, the repladons set forth in

1itlc 21 of the Code of Maryland Replauons (COMAR 21) in efMct on the dare of execution of
this Contract arc applicable to this Contract.

20.

Finadll Dllclosure
The Contractor shall comply with the provisions of Section 13-221 of the State Financ:e and
Procomnent Article of the Annotaled Code of Muyland, as from tima to limo amended, which
requires that every blJ5inea that entars into contracts, leasea, or other qreements with the State

of Maryland or its agencies during a calendar year under which the businosa is to receive in the
agreptc, $100,000 or mme, shall within 30 days of the time when the agrepte value of thelc
conlracts, leases or other agreementJ Je8Ches S100,000. file with tho Secretary of the State of
Maryland certain specified information to include disclolure of benc:ficiaJ ownership of the
business.

21,

Politlcal Contribution Dfldosure
Te Conmctor shali comply with the provisions of Election Law Article. Sections 14-101
throu&h 14-108 of the Annotmd Code of Maryland, which rcgube that every penon who enten
into contract.&, leases, er other qmements with the Stms of Maryland, a county or an incmporued
municipality or their qencies. during a calendar year under which the person rcceivea in the
agrqare. $100,000 or more, shall, file with the State Doud of Elections a statement dlscloalng
cantributions in excess of $500 made during the rcponJns period to a candidate for eJectjve office
in any primary or general election. The starement shall be filed with the State Board of Blcctions:
(1) before a purchase occxecution of a leue or contract by the Stale, • county, an incmporated
municipality, or their agencies, and shall cover the precedins two calendar years; and (2) if the
contribution is made after the execution of a Jease or contract, then twice a year, duoughout the
contract term. on: (a) February S, to cover the 6-month period ending January 31; and (b) August
5, to cover the 6-month period ending July 31.

22.

lte1entlon of.Records

22.1

The Contractor shall retain and maintain all records and docmnents in any way relating to this
Contract for three (3) years after close out of this Contract and final payment by the State under
this Contract. or any applicable statute of limitations, prevailing federal or Stare Jaw or regulation,

or condition of award, whichever is longer, and shall make them available for inspection and
audit by authorized representatives of the State, including the Procurement Officer or the
Procurement Officer's designee, at all reasonable times. The Contractor shall, upon request by the
Department or Agency, surrender all and every copy of documents needed by the State,
including, but not limited to itemized billing documentation containing the dates, hours spent and
work performed by the Contractor and its subcontractors under the Contract. The Contractor
agrees to cooperate fully in any audit conducted by or on behalf of the State, including, by way of
example only, making records and employees available as, where, and to the extent requested by
the State and by assisting the auditors in reconciling any audit variances. Contractor shall not be
compensated for providing any such cooperation and assistance. All records related in any way to
the Contract are to be retained for the entire time provided under this section.
22.2

This provision shall survive expiration of ~is Contract.

23.

Compliance with Laws

The Contractor hereby represents and warrants that:
A.

It is qualified to do business in the State of Maryland and that it shall take such action as,
from time to time hereafter, may be necessary to remain so qualified;

B.

It is not in arrears with respect to the payment of any monies due and owing the State of

Maryland, or any department or unit thereof, including but not limited to the payment of
taxes and employee benefits, and that it shall not become so in arrears during the term of
this Contract;
C.

It shall comply with all federal, State and local laws, regulations, and ordinances
applicable to its activities and obligations under this Contract; and,

D.

It shall obtain, at its expense, all licenses, permits, insurance, and governmental
approvals, if any, necessary to the performance of its obligations under this Contract.

24.

Cost and Price Certification

24.1

The Contractor, by submitting cost or price information certifies that, to the best of its knowledge,
the information submitted is accurate, complete, and current as of a mutually determined
specified date prior to the conclusion of any price discussions or negotiations for:
(I)

A negotiated contract, if the total contract price is expected to exceed $ I00,000, or a
smaller amount set by the Procurement Officer; or

(2)

A change order or contract modification, expected to exceed $ I00,000, or a smaller
amount set by the Procurement Officer.

24.2

The price under this Contract and any change order or modification hereunder, including profit or
fee, shall be adjusted to exclude any significant price increases occurring because the Contractor
furnished cost or price information which, as of the date agreed upon between the parties, was
inaccurate, incomplete, or not current.

25.

Subcontracting; Assignment

The Contractor may not subcontract any portion of the services provided ander this Contract
without obwnins the prior written approval of the Ptoc~t Officer, nor may the: Contmctor
assign dais Conrract or any of its rightB or obligations hereunder, widiout the prior written
approval of the State. each at tho State's solo and ab&olute dillCJ'edon. Any such sabcencract or
usignment shall include the terms of this Contract and any other terms and conditions that lhe
State deems necesauy co protect its intmestl. The State shall not be responsible for the fulfillment

of the Contractor's obligations co any mbcontracton.

26.

llldemnlfkadon

26.1

Contractor shall indermify. defend. and bold the Stale, its dba:tma. officers. employees and
agents harmless from third-party liability for tangib)e property damage, bodily injury and death.
and for fraud or willful mJscondact of.Contractor, including Ill n:lah:d defense costs and
expenses (including reasonable anomcys' fees and costs of invesdprion, liliption, scttloment,
judgments, interest and penalties) arising from or relating to the performance or the Contractor or
ita 111bcontractorB under this Conlract.

26.2

Tho Sta hu no obligadon to provido lcpl counsol or defense to the Contractor or its
subcontracton in the event that a suit. claim or action of any character is brought by any person
not party to this Contract apimt the Contnctor or its subcontracton u a result of or relating to
the Contractor's obligations tµlder this ConlraCt

26.3

The

26.4

The Contractor aball immediately notify the Procuroment Officer of any claim or suit made or
filed against the Contractor or its subcontractors regarding any mattm' resulting from or relating to
the Contractor's obligations under the Contract. and will cooperate, assist. and consult with the
State in tho dcfansc or investigation of any claim. suit. or action made or filed qainst the State as

State has no obligation for the payment of any judsments or the settlement of any claims
apjnst the Contractor or its subconlraetcrl as a result of or relating to 1he Contrackrs obligations
umler this Contract.

a result of or .relating to the Contractor's performance under this ContracL
26.5

Section 26 shall survive expiration of this Contract.

27.

Commercial Nomlilcrimlnation

27.1

As a condition of entering into this Agreement. Contractor represents and warmnbl that it will
comply with the Sta!e'a Commen:ial Nondiscrimination Policy, as described underntle 19 of the
Stale Finance and Procurement Article of the Annotaled Code ofMaryland. As part ofsuch
compliance, ContrBcU>r may not diacriminale on the basis of race. color, religion, anccatry,
nadonal origin. sex, age. marital staWs, sexual orientation, disability. or other unlawful fonns of
discrimination in the soHciauion, selection, hirin1, or commercial batment of subconO'IICIOrs.
vendors, suppliers. or commercial customers. nor shall Contractor retaliate against any person for
reporting instances of such discrimination. Contractor shall provide equal opportunity for
subcontmctom, wndors. and suppliers to participate in all of its public sector and private sector
subcontracting and supply opportwliliea, provided dud this clause does not prohibit or limit
lawful effortl to mmedy the effects of marketplace discrimination that have 01:CUmd or are
occurring in the marketplace. Contrac:IOr understands that a mataiaJ violation of this clause shall
be considered a matcriaJ breach of this Agn:cment and may result in terminalion of this ·
Agreement, disqualification of' Contractor from participating in Stale conbacts, or other sanctions.

\

This clause is not enforceable by or for the benefit of, and creates no obligation to, any third
party.

27.2

As a condition of entering into this Agreement, upon the request of the Commission on Civil
Rights, and only after the filing of a complaint against Contractor under Title 19 of the State
Finance and Procurement Article of the Annotated Code of Maryland, as amended from time to
time, Contractor agrees to provide within 60 days after the request a complete list of the names of
all subcontractors, vendors, and suppliers that Contractor has used in the past four (4) years on
•any of its contracts that were undertaken within the State of Maryland, including the total dollar
amount paid by Contractor on each subcontract or supply contract. Contractor further agrees to
cooperate in any investigation conducted by the State pursuant to the State's Commercial
Nondiscrimination Policy as set forth under Title 19 of the State Finance and Procurement Article
of the Annotated Code of Maryland, and to provide any documents relevant to any investigation
that are requested by the State. Contractor understands that violation of this clause is a material
breach of this Agreement and may result in Contract termination, disqualification by the State
from participating in State contracts, and other sanctions.

28.

Security Requirements and Incident Response

28.1

The Contractor agrees to abide by all applicable federal, State and local laws concerning
information security and comply with current State and agency information security policy,
currently found at htq,://doit.mw:yland.gov/Publications/DolTSecurityPolicy.pdf.

28.2

The Contractor agrees to notify the Department or Agency when any Contractor system that may
access, process, or store State data or Work Product is subject to unintended access or attack.
Unintended access or attack includes compromise by a computer malware, malicious search
engine, credential compromise or access by an individual or automated program due to a failure
to secure a system or adhere to established security procedures.

28.3

The Contractor further agrees to notify the Department or Agency within twenty-four (24) hours
of the discovery of the unintended access or attack by providing notice via written or electronic
correspondence to the Contract Manager, Department or Agency chief information officer and
Department or Agency chief information security officer.

28.4

The Contractor agrees to notify the Department or Agency within two (2) hours ifthere is a threat
to Contractor's product as it pertains to the use, disclosure, and security of the Department or
Agency's data.

28.5

If an unauthorized use or disclosure of any personally identifiable information (PU), protected
health information (PHI) or other private/confidential data (collectively "Sensitive Data") occurs,
the Contractor must provide written notice to the Department or Agency within one ( 1) business
day after Contractor's discovery of such use or disclosure and thereafter all information the State
(or State Department or Agency) requests concerning such unauthorized use or disclosure.

28.6

The Contractor, within one day of discovery, shall report to the Department or Agency any
improper or non-authorized use or disclosure of Sensitive Data. Contractor's report shall identify:
(a)

the nature of the unauthorized use or disclosure;

(b)

the Sensitive Data used or disclosed,

(c)

who made the unauthorized use or received the unauthorized disclosure;

( d)

what the Contractor has done or shall do to mitigate any deleterious
effect of the unauthorized use or disclosure; and

( e)

what corrective action the Contractor has taken or shall take to prevent

~

future similar unauthorized use or disclosure.
(f)

The Contractor shall provide such other information. including a written
report; as muonably requested by the State.

'}Jj,7

The Contractor 11gn:e1 to comply with all applicable Jaws that reqoire the notift~on m
individuals in the event ofunauthorized mlease of PD or other event requiring notificadon. In the
ewnt of a bruch of any of the Contractor's ICCUrity obligations or other cwnt requiring
notification under applicable law. the Concractor qreea to ummc ~bility for infonning all
such individuals in accontancc w:ith appJicablc Jaw and to indemnify. hold harmless and defend
lhe State (or Stare Department or Agency) and its officials and emplo)'DIS& from ud agaiml any
claims, damaps, or other harm related to such security obliption lnach or other e'Yeillt requiring
the notification.

'}Jj.8

This Section shall survive expiration or termination of this Contract

29.

Adndnlstntlve

29.1

Contract Manapr. The worlc to be accomplished under this Contract shall be performed under the
direction of the Contract Manager.
JameaDiPino
Department of Public S~y and Correctional Services
6776 Rcillerltown Road
Suite 311-12
Reisterstown. Md. 212JS

29.2

Notices. All notices hereunder shill be in writing and either deliverm personally or sent by
certified or regist.ered mail, postage prepaid as folJows:

If to the State:

AnnaLansaw

Dm:ctor of Procurement
Department of Public Safety and Correctional Services
300 Bast Joppa Road, Suite 1000
Baltimo~, Maryland 21286
Telephone#: (:f10) 339-5013
Fax#: (410) 339-4240

anna.lansaw@maryland.gov
If to the Contractor:

on. Legal Department
12021 Sunset Hills Road, Suie JOO
Rcston, VA. 20190
Tclephonc#(703) 955-3910
Fax #: (703) 435-0980
legal@gtJ.net.

30.

Limitations of Liability

30.1

For all other claims, damages, loss, costs, expenses, suits or actions in any way related to this
Contract where liability is not otherwise set forth as being "without limitation," and regardless of
the basis on which the claim is made, Contractor's liability shall not exceed the revenue claimed
by the Contractor for the duration of the Contract. Third-party claims arising under Section
26 ("Indemnification") of this Contract are included in this limitation of liability only if the State
is immune from liability. Contractor's liability for third-party claims arising under Section 6 of
this Contract shall be unlimited if the State is not immune from liability for claims arising under
Section 6.

30.2

In no event shall the existence of a subcontract operate to release or reduce the liability of
Contractor hereunder. For purposes of this Contract, Contractor agrees that all Subcontractors
shall be held to be agents of Contractor.

31.

Prompt Pay Requirements

31.1

If the Contractor withholds payment of an undisputed amount to its subcontractor, the
Department at its option and in its sole discretion, may take one or more of the following actions:
a} Not process further payments to the Contractor until payment to the subcontractor is
verified;
b} Suspend all or some of the Contract work without affecting the completion date(s} for the
Contract work;
c} Pay or cause payment of the undisputed amount to the subcontractor from monies
otherwise due or that may become due to the Contractor;
d) Place a payment for an undisputed amount in an interest-bearing escrow account; or
e) Take other or further actions as appropriate to resolve the withheld payment.

31.2

An "undisputed amount" means an amount owed by the Contractor to a subcontractor for which
there is no good faith dispute. Such "undisputed amounts" include, without limitation: (a)
retainage which had been withheld and is, by the terms of the agreement between the Contractor
and subcontractor, due to be distributed to the subcontractor; and (b) an amount withheld because
of issues arising out of an agreement or occurrence unrelated to the agreement under which the
amount is withheld.

31.3

An act, failure to act, or decision of a Procurement Officer or a representative of the Department
concerning a withheld payment between the Contractor and a subcontractor under this section 31,
may not:
a) Affect the rights of the contracting parties under any other provision of law;
b) Be used as evidence on the merits of a dispute between the Department and the
Contractor in any other proceeding; or
c) Result in liability against or prejudice the rights of the Department.

31.4

The remedies enumerated above are in addition to those provided under COMAR 21.11.03.13
with respect to subcontractors that have contracted pursuant to the MBE program.

31.S

To ensure compliance with catttied MBB subcontract puticipation goals, the Department may.
conmtent with COMAR 21.J l .03.13, take lhe foJJowing measures:
(a) Verify that the certified MBEs lisb:d in the MBE participation schedule actually
are ped'ormLtg work and receiving comi,eamtion as set fonh in chc MBB
participation schcdale. This verification may include. as appropriara:
i.

Inspecting any ~evant records of the Contractor;

ii.

Inspectina the jobsitc; and

iii.

Inlmviewing 111bcontncto15 and workers.
Verificalion shall include a review of:

i.
The Contractor's monthly report listing unpaid invoices over thirty (30)
days old from certified MBE subcontracton and the reason for nonpayment; and
ii.
The monthly report of each certified MBB sobconcnctor, which lists
payments received from the Contractor in the pn:cedini thiny (30) days and
invoices for which the subconb'lctor has not been paid.
(b).
If the Department determines that the Contractor is not in compliance with
certified MBE participation goals, then the Department will notify the Contractor in
writing of ill findinp, and wilt require the Contractor to tab appropriate cOffllCtive
action. Corrective action may include, but is not limited to, requiring tho Contractor to
compensate the MBB for woric performed as set forth in the MBE p~cipation schedule.

(c)
If the Department determines that the Contractor is in material aoncomplfance
with MBB Contract provisions and refuses or fails to taJcc the corrective action that the
Department requires, then the Department may:

i.

Terminate th& Contract;

ii.
Refer the matter to the Office of the Attorney General for appropriate
action; or
Initiate any othu specific remedy identified by the Contnct, including
the contractual remedies n:quired by any applicable laws, regulltioaa, and
directi¥CS regarding the payment of undisputed amounts.
111.

(d)
Upon complelion of the Contract, but before final payment or release of retainage
or both, the Contractor shall submit a final report, .in affidavit form under the penalty of
perjury, of all payments made to, or withheld from, MBB subcontrac~rs.
32. Uqmdated Damapi for MBB

32.l

The Contnct requires the Contractor to comply in good faith with the MBB Program and
Contract provisions. The State and the Contractor acknowledge and agree that the Stale will·incur
damages, including bot not limited to lou of goodwill, detrimental impact on economic
development. and dh-asion of inb:maJ staff resoun,es, if the Contractor doea not comply in pd
faith with the requirements of the MBE Program and MBB Contract provilions. The patties
further acknowledge and acree that the damages the State might reasonably be anticipated to
accrue u a reaul.t of guch Jack of compliance ans difficult to ascer1ain with precision.

32.2

Theniom, upon issuance of a written determination by the State that the Contractor failed to
comply in good faith with one or more of the specified MBB Program requirements or MBE
Contract provisiom, the Contractor shall pay liquidarm damips 10 the Sbllc at the rates set forth
below. The Conb'ador expressly agrees that the~ nay withhold payment on any invoices u a

35.3

The headings of tbe secdom contained in this Contract are for convenience only and shall not be
deemed to control or affect the moaning or construction of any provision of this Contnct.

35.4

Thia Contract may be executed in any number of counterpans. each of which shaJJ be d ~ an
original, and all of which together lhalJ ~onatitule one and the same instrument. Signatures
provided by f1a1imile or other electronic means, e,g. and not by way of limitation, in Adobe .PDF
sent by clcc:tronic mail, shall be deemed tc be original signatmes.

THE REMAJNDER OF11llS PAGE IS LBFI' INTENTIONALLY BLANK

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EXHIBIT A
Global Tel*Link Corporation

Corporate Headquarters

Operations Center

www.gtl.net

12021 Sunset Hills Road
Suite 100
Res ton, VA 20190

107 St. Francis Street
32nd Floor
Mobile, AL 36602

April 16, 2019

Anna Lansaw
Director of Procurement
Office of the Secretary
Department of Public Safety and Correctional Services
300 E Joppa Road
Suite 100
Towson, MD 21286
Re: Maryland DPSCS – GTL/PWM Collective Procurement Offer
Dear Ms. Lansaw:
Pursuant to our conversation, Global Tel Link (GTL) is pleased to restate our offer to Maryland Department
of Public Safety and Correctional Services (DPSCS) under the Prince William Manassas (PWM)
Intergovernmental Collective Procurement Agreement that has now been approved for use by MD
DPCSC/DOIT and other governmental agencies throughout the northeast United States.
As stated in our original offer letter dated November 26th, 2018, this methodology allows DPSCS the ability
to take advantage of another government agency’s due diligence and therefore procure needed services in
a much more cost effective and efficient manner. This process also provides DPSCS with immediate access
to much-needed technologies. It also provides for their rapid deployment, improving overall
communication between inmates and their loved ones, a well-documented key in reducing recidivism,
improving reentry efforts and increasing safety and security for DPSCS.
GTL’s offer to DPSCS includes the following:
 Contract Term: Initial five (5) year term with five (5) additional one (1) year renewal options
 Lower Phone ITS Calling Rate: lower per minute rate for inmates, friends and family of
$0.0320/minute – down from the current $0.0345/minute, with no fees or taxes.
 Wireless Infrastructure: Complete installation of GTL Wi-Fi network at all DPSCS prison locations
providing inmates access to tablet applications within common living areas.
 GTL Inspire 3 Inmate Tablets: including all standard applications at no cost to DPSCS. Initial
provisioning will be one (1) tablet for every six (6) inmates. Please reference the attached “Rate List”
for free applications and application access that can be paid for by the inmates or their friends and
family.
 Tablet Applications: include the following:
o Secure Inmate Messaging: which is proven to reduce the amount of traditional postal mail
coming into correctional facilities thus reducing contraband.
o Phone Calling: Inmates can make phone calls via the Inspire tablet using the phone app.
All calls are monitored and recorded the same way as a call placed on a traditional inmate
phone.

o

Global Tel* Link Corpo ration

Corporate Headquarters

Operations Center

www.gtl.net

12021 Sunset Hill s Road
Suite 100
Reston, VA 20190

107 St. Francis Street
32nd Floor
Mobile, AL 36602

Video Visitation: tablet-based video visitation that will only connect if properly docked in
the charging shelves.

o

Entertainment Applications: Music, Movies, E-Books, Games, etc

o

Free Tablet Content: Inmate handbook, prisons policies, access to law Library, VRS Purple
application, inmate requests, grievances and much more.

•

Payment Services Options: GTL Lobby Kiosks deployed at mutually agreed upon DPSCS locations
that support visitors, as well as web-based and phone deposits. Please reference the rate schedule
that is attached .

•

Two {2) Additional MBE certified field technicians. GTL will continue to support MD DPSCS MBE
goals.

•

Optional ITS Upgrade: GTL can upgrade your current Inmate Telephone System technology refresh
to our latest softwa re and hardware.

•

Tablet Education Applications: Educational applications that will support the DPSCS reentry
initiatives. Advanced educational applications are cost-based , and costs are dependent upon the
courses and content selected by DPSCS. GTL has thousands of programs to select from under five
main categories: Education, Life Skills, Cognitive Behavior Therapy, Substance Abuse, and
Workforce Development. Once the need has been solidified GTL will provide any costs that may be
associated with the education solution that DPSCS wishes.

•

Continuity of Current Services: All current GTL technologies, account management, GTL's state
manager and quantities of service personnel in place today will either carry over to the new contract
or be increased. This would include, but not be limited to all calls and recordings being accessed
from within the exi sting system and the retention of GTL's Data IQ Fusion analyst, who is already,
and will continue to be, a dedicated resource for DPSCS.

In closing, should you need clarification after reviewing our offer letter, please feel free to contact me
directly. We look forward to continuing and expanding our successful partnership with you and the
Department of Public Safety and Correctional Services.

SinQ
JonaU

dffeL
a.lker

EVP, Business Development
j.walker@gtl.net
(615) 440-3080
Attachment: GTL Tablet Applications, Free and Per Minute Cost based list
Cc: James W. Di Pino Sr., Deputy Director of Procurement Services
Phillip M. Andrews, GTL Outside Council
Anthony Pellegrino, GTL-RSVP

Tablet Applications Rate List
Free to Inmate

Access Cost to Inmate ($0.05 per minute)

Inmate Requests

Inmate Messaging

Grievances

Religious Content

Commissary Ordering

Games

Law Library

Streaming Music

PREA

News

Facility PDF documents

Movies

Premium Education (free to inmate,
cost to DPSCS – if desired)

Books
Various DPSCS Approved Content Sites
Other Media/Content as requested by DPSCS

Additional Services
Video Visitation

$0.25 Per Minute, Paid By Inmate or Family /Friend

Family / Friend Messaging

$0.25 per Message

Photo Attachment

$0.25 per Photo

Promotional Pricing

$0.03 Per Minute

Commissary / Trust / Parole and Electronic Supervision Rate Schedule
Commissary / Trust Deposits via Web / IVR
Deposit
Deposit Range
Fee
$ 5.00 - $ 39.99

$2.75

$40.00 - $ 59.99

$3.75

$60.00 - $ 79.99

$4.75

$80.00 - $150.00

$5.75

Parole and Electronic Supervision
Deposit Range
$ 5.00 - $ 39.99
$ 40.00 - $ 59.99
$ 60.00 - $ 79.99
$ 80.00 - $ 99.99
$100.00 - $150.00

Deposit
Fee
$2.75
$3.75
$4.75
$5.75
$6.75