Prison Phone Justice

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PROJECT NUMBER 39019
INMATE CALLING SERVICE AGREEMENT
BETWEEN
GLOBAL TEL*LINK CORPORATION
AND
MISSISSIPPI DEPARTMENT OF INFORMATION TECHNOLOGY SERVICES
AS CONTRACTING AGENT FOR THE
MISSISSIPPI DEPARTMENT OF CORRECTIONS
This Inmate Calling Service Agreement (hereinafter referred to as "Agreement") is entered into by
and between Global Tel*Link Corporation, a Delaware corporation having its principal place of
business at 2609 Cameron Street, Mobile, Alabama 36607 (hereinafter referred to as "Contractor"),
and the Mississippi Department of Infonnation Technology Services having its principal place of
business at 301 North Lamar Street, Suite 508, Jackson, Mississippi 39201 (hereinafter referred to as
"ITS"), as contracting agent for the Mississippi Department of Corrections located at 723 North
President Street, Jackson, Mississippi 39202 (hereinafter referred to as "Customer"), ITS and
Customer are sometimes collectively referred to herein as "State",

WHEREAS, Customer, pursuant to Request for Proposals ("RFP") Number 3527 requested
proposals for the provision, installation and maintenance of an Inmate Calling Service ("System") for
the inmates at the Mississippi State Penitentiary at Parchman, Mississippi, the Central Mississippi
Correctional Facility at Pearl, Mississippi, the South Mississippi Correctional Institution at
Leakesville, Mississippi, and the seventeen (17) Community Work Centers and four (4) Restitution
Centers across the State of Mississippi (hereinafter referred to as the "Correctional Facilities"), and

WHEREAS, Contractor was the successful respondent in an open, fair and competitive procurement
process to provide the above mentioned services;

WHEREAS, the State and Contractor have agreed to extend the arrangement initiated by RFP
3527, that was documented in a contract executed by the Parties in November 2007 ("Prior
Contract").

NOW THEREFORE, in consideration ofthe mutual understandings, promises and agreements set
forth, the parties hereto agree as follows:

ARTICLE 1 PERIOD OF PERFORMANCE
Unless this Agreement is extended by mutual agreement or tenninated as prescribed elsewhere
herein, this Agreement shall begin on the date it is signed by all parties and shall continue in effect
for sixty (60) months thereafter. At the end of the initial tenn, this Agreement may, upon the written
agreement of the parties, be renewed for two (2) additional twelve (12) month tenns. Sixty (60) days
prior to the expiration of the initial tenn or any renewal tenn of this Agreement, Contractor shall
notify Customer and ITS of the impending expiration and Customer shall have thirty (30) days in
which to notify Contractor of its intention to either renew or cancel the Agreement.
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ARTICLE 2 SCOPE OF SERVICES
2.1
Contractor shall provide, install and maintain a turnkey Inmate Calling Service, including a
digital recording system, which meets or exceeds all of the specifications stated in RFP No. 3527 and
Contractor's Proposal, as accepted by the State, in response thereto. Contractor shall also provide a
full-time, on-site investigative site administrator, Gang Management Module, and Cell Phone Detect
Module. All equipment and services shall be installed and fully functional by March 15, 2008, or
within such other period as may be agreed to by the parties.
2.2
Contractor has caused a managed access solution for cellular telephones ("System") to be
installed at Customer's Parchman facility, and will cause the System to be installed at the Central
Mississippi Correctional Facility and the South Mississippi Correctional Institute as soon as
equipment lead times and authorizations by wireless carriers and the Federal Communications
Commission ("FCC") will allow, which Contractor expects will occur before May 31,2011.
2.3
The System will assist the Customer in managing the unauthorized use of certain types of
cellular telephones within those Customer facilities where the System has been installed
("Facilities"). The types of telephones managed by the System and the functions ofthe System are
described in literature and manuals that have been provided to the Customer.
2.4
Contractor does not represent or warrant that the operation of the System will be error free or
without interruption. The Customer will be solely responsible for determining whether to alert
employees or visitors at the Facilities that the System is in operation.
2.5
The deployment of the System is subject to the continued cooperation of each wireless carrier
that offers services in the coverage area of the deployed System, and to authorizations granted by the
FCC.
2.6
The Customer is solely responsible for determining which cellular telephones should be
authorized for use at the Facilities and will enter the numbers for these telephones into the System.
2.7
If the Customer elects to make use of any of the System's voice or data transmission
monitoring capabilities, including identifying wireless devices, or monitoring of the content of
transmissions handled by the System (to the extent Contractor can lawfully make any such
capabilities available to the Customer), the Customer shall be solely responsible for ensuring that its
use of these capabilities is in accordance with applicable laws and regulations, including those
relating to the interception and monitoring of voice and data communications and the protection of
personal information. Customer shall rely solely on its own legal counsel for determining
compliance, and shall be solely responsible for any liability arising out of its failure to comply, with
such laws and regulations.
2.8
The Customer will use the System in accordance with training and instructions supplied by
Contractor or its vendor.
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2.9
The Customer will immediately notify Contractor if it learns of a System malfunction or that
the System coverage extends less or beyond the intended coverage area.
2.10 Contractor will be responsible for all maintenance and repair of the System, which may
require in some instances that the System be deactivated.
2.11 Contractor or its licensors (as applicable) will retain all right, title, and interest in and to the
System and its components, and nothing in the Agreement transfers to the Customer or ITS any right,
title, or interest in or to the System or any of its components.

ARTICLE 3 COMMISSIONS
Contractor shall pay monthly commission payments to Customer totaling 60.5% percent of the gross
monthly revenues. No deductions from the gross revenue shall be accepted by the Customer.
Commissions must begin when the first telephone call is completed by an inmate at any of the
Correctional Facilities. Payments of commissions shall be due and payable to the Customer within
thirty (30) days of the closing of the billing cycle. It is understood by the parties that commission
rates shall not decrease during the term of this Agreement. The call rates to be charged by Contractor
to the friends and families of inmates when calls are placed by the inmates are set out in Exhibit A,
which is attached hereto and incorporated herein by reference.
ARTICLE 4 ACCEPTANCE TESTING
4.1
Contractor must conduct an operational system test of the proposed system and certify, in
writing, that the system is ready for acceptance testing and will perform in accordance with the
requirements stated. The Contractor must ensure that the system, in general, and each module of the
system, in particular, operates according to specifications before turning the system over to
Customer. Contractor understands and agrees that Customer personnel will not debug modifications
for the Contractor.
4.2
Customer will have ten (10) business days to test all aspects of the system to ensure it is
functioning as specified. If any aspect of the system fails to function as specified, the Contractor will
be given five (5) business days to correct the malfunction. The Customer will then have another ten
(10) business days to accept the system. Ifthe Contractor fails to correct defects after a second five
(5) day period, the Customer reserves the right to replace the system.

4.3
Acceptance testing shall not in any way relieve the Contractor of its responsibilities to correct
any defect during the life of the Agreement.
Prior to final acceptance by Customer, the Contractor must have satisfactorily completed the
4.4
training program for system administrators and inmates as specified in Article 5 below.

ARTICLE 5 TRAINING
5.1
Contractor will provide live, hands-on instruction with emphasis on all features and system
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design, including the digital recording system ("DRS") for all system administrators within five (5)
days prior to system cutover.
5.2
Contractor will provide training to three (3) Customer personnel at each Customer site as
designated by Customer. Training will include the management of day-to-day operations of the
system, such as, but not limited to, adding, deleting, or changing inmates' personal identification
numbers ("PIN") and inmates' allowed call telephone number lists; blocking numbers from being
called by inmates; proper record keeping; and trouble reporting procedures.
5.3
Within two (2) weeks of cutover, Contractor will provide training to inmates on how to place
collect calls. Training will include a live, hands-on demonstration on the steps necessary to place a
collect call.
5.4
Contractor will have printed instructions on each inmate telephone instructing the inmates on
how to place a collect call. Instructions will be printed in English and Spanish.
5.5
Contractor will have at least one (1) trainer on-site for retraining and consultation of inmates
and system administrators for the first five (5) days after cutover.

ARTICLE 6 EMPLOYMENT STATUS
6.1
Contractor shall, during the entire term of this Agreement, be construed to be an independent
contractor. Nothing in this Agreement is intended to nor shall be construed to create an employeremployee relationship, or a joint venture relationship.
6.2
Contractor represents that it is qualified to perform the duties to be performed under this
Agreement and that it has, or will secure, if needed, at its own expense, applicable personnel who
shall be qualified to perform the duties required under this Agreement. Such personnel shall not be
deemed in any way, directly or indirectly, expressly or by implication, to be employees of Customer.
6.3
Contractor shall pay when due, all salaries and wages of its employees and it accepts
exclusive responsibility for the payment of federal income tax, state income tax, social security,
unemployment compensation and any other withholdings that may be required. Neither Contractor
nor employees of Contractor are entitled to state retirement or leave benefits.
6.4
It is further understood that the consideration expressed herein constitutes full and complete
compensation for all services and performances hereunder, and that any sum due and payable to
Contractor shall be paid as a gross sum with no withholdings or deductions being made by Customer
for any purpose from said contract sum, except as permitted herein in the article titled
"Terminati on" .

ARTICLE 7 BEHAVIOR OF EMPLOYEES/SUBCONTRACTORS
Contractor will be responsible for the behavior of all its employees and subcontractors while on the
premises of the Correctional Facilities covered by this Agreement. Any employee or subcontractor
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acting in a manner detennined by the administration of the Correctional Facility to be detrimental,
abusive or offensive to any of the staff and/or irunates, will be asked to leave the premises and may
be suspended from further work on the premises. All Contractor employees and subcontractors who
will be working at such locations shall be covered by Contractor's comprehensive general liability
insurance policy.

ARTICLE 8 MODIFICATION OR RENEGOTIATION
This Agreement may be modified only by written agreement signed by the parties hereto, and any
attempt at oral modification shall be void and of no effect. The parties agree to renegotiate the
Agreement if federal and/or state revisions of any applicable laws or regulations make changes in
this Agreement necessary.

ARTICLE 9 ASSIGNMENT AND SUBCONTRACTS
9.1
Neither party may assign or otherwise transfer this Agreement or its obligations hereunder
without the prior written consent of the other party, which consent shall not be unreasonably
withheld. Any attempted assigrunent or transfer of its obligations without such consent shall be null
and void. This Agreement shall be binding upon the parties' respective successors and assigns.
9.2
Contractor must obtain the written approval of Customer before subcontracting any portion of
this Agreement. No such approval by Customer of any subcontract shall be deemed in any way to
provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed
upon in this Agreement. All subcontracts shall incorporate the tenns of this Agreement and shall be
subject to the tenns and conditions of this Agreement and to any conditions of approval that
Customer may deem necessary.
9.3
Contractor represents and warrants that any subcontract agreement Contractor enters into
shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no
legal right to assert control over any funds held by the Customer, and that the subcontractor
acknowledges that no privity of contract exists between the Customer and the subcontractor and that
the Contractor is solely liable for any and all payments which may be due to the subcontractor
pursuant to its subcontract agreement with the Contractor. The Contractor shall indemnify and hold
hannless the State from and against any and all claims, demands, liabilities, suits, actions, damages,
losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor's
failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or
the like.
9.4
All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or
settlement of any dispute between the Contractor and the Customer, where such dispute affects the
subcontract.

ARTICLE 10 AVAILABILITY OF FUNDS
It is expressly understood and agreed that the obligation of Customer to proceed under this
Agreement is conditioned upon the appropriation of funds by the Mississippi State Legislature and
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the receipt of state and/or federal funds for the perfonnances required under this Agreement. If the
funds anticipated for the fulfillment of this Agreement are not forthcoming, or are insufficient, either
through the failure of the federal government to provide funds or of the State of Mississippi to
appropriate funds, or if there is a discontinuance or material alteration ofthe program under which
funds were available to Customer for the payments or perfonnance due under this Agreement,
Customer shall have the right to immediately tenninate this Agreement, without damage, penalty,
cost or expense to Customer of any kind whatsoever. The effective date oftennination shall be as
specified in the notice of tennination. Customer shall have the sole right to detennine whether
funds are available for the payments or perfonnances due under this Agreement.
ARTICLE 11 DEFAULT
The occurrence of any of the following shall constitute a default hereunder: (a) Contractor fails to
pay monthly commissions as required in this Agreement; (b) Contractor shall breach any tenn of this
Agreement and such breach continues for ten (10) days after Contractor receives written notice from
the State, or (c) Contractor becomes the subject of bankruptcy, reorganization, liquidation or
receivership proceedings, whether voluntary or involuntary.
ARTICLE 12 TERMINATION
Notwithstanding any other provision of this Agreement to the contrary, this Agreement may be
tenninated by the State without the assessment of penalties as follows: (a) If Contractor defaults
hereunder pursuant to Article 11 above, the State may tenninate the Agreement upon the giving of
ten (10) days written notice unless the breach is cured within said ten (10) day period, or (b) The
State may tenninate this Agreement upon the giving of ten (10) days written notice to Contractor if a
court of competent jurisdiction finds that Contractor persistently disregards laws, ordinances, rules,
regulations or orders of any public authority having jurisdiction, or (c) In the event of privatization of
the correctional facility, the State may tenninate this Agreement upon the giving often (10) days
written notice to Contractor, or (d) The State may, upon the giving of one hundred and twenty (120)
days written notice specifying the effective date thereof to Contractor, tenninate this Agreement ifit
is detennined by the State to be in its best interest to so tenninate. The provisions of this Article do
not limit either party's right to pursue any other remedy available at law or in equity.
ARTICLE 13 GOVERNING LAW
This Agreement shall be construed and governed in accordance with the laws of the State of
Mississippi and venue for the resolution of any dispute shall be Jackson, Hinds County, Mississippi.
Contractor expressly agrees that under no circumstances shall Customer be obligated to pay an
attorney's fee, prejudgment interest or the cost oflegal action to Contractor. Further, nothing in this
Agreement shall affect any statutory rights Customer may have that cannot be waived or limited by
contract.
ARTICLE 14 WAIVER
Failure of either party hereto to insist upon strict compliance with any of the tenns, covenants and
conditions hereof shall not be deemed a waiver or relinquishment of any similar right or power
hereunder at any subsequent time or of any other provision hereof, nor shall it be construed to be a
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modification of the tenns of this Agreement. A waiver by the State, to be effective, must be in
writing, must set out the specifics of what is being waived, and must be signed by an authorized
representative of the State.
ARTICLE 15 SEVERABILITY
If any tenn or provision of this Agreement is prohibited by the laws of the State of Mississippi or
declared invalid or void by a court of competent jurisdiction, the remainder of this Agreement shall
be valid and enforceable to the fullest extent pennitted by law provided that the State's purpose for
entering into this Agreement can be fully achieved by the remaining portions of the Agreement that
have not been severed.
ARTICLE 16 CAPTIONS
The captions or headings in this Agreement are for convenience only, and in no way define, limit or
describe the scope or intent of any provision or Article in this Agreement.
ARTICLE 17 HOLD HARMLESS
To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless,
protect and exonerate Customer, ITS and the State, its Board Members, officers, employees, agents
and representatives from and against any and all claims, demands, liabilities, suits, actions, damages,
losses, costs and expenses of every kind and nature whatsoever, including without limitation, court
costs, investigative fees and expenses, attorney fees and claims for damages arising out of or caused
by Contractor and/or its partners, principals, agents, employees or subcontractors in the perfonnance
of or failure to perfonn this Agreement.
ARTICLE 18 THIRD PARTY ACTION NOTIFICATION
Contractor shall notify Customer in writing within five (5) business days of Contractor filing
bankruptcy, reorganization, liquidation or receivership proceedings or within five (5) business days
of its receipt of notification of any action or suit being filed or any claim being made against
Contractor or Customer by any entity that may result in litigation related in any way to this
Agreement and/or which may affect the Contractor's perfonnance under this Agreement. Failure of
the Contractor to provide such written notice to Customer shall be considered a material breach of
this Agreement and the Customer may, at its sole discretion, pursue its rights as set forth in the
Tennination Article herein and any other rights and remedies it may have at law or in equity.
ARTICLE 19 AUTHORITY TO CONTRACT
Contractor warrants that it is a validly organized business with valid authority to enter into this
Agreement; that entry into and perfonnance under this Agreement is not restricted or prohibited by
any loan, security, financing, contractual or other agreement of any kind, and notwithstanding any
other provision of this Agreement to the contrary, that there are no existing legal proceedings, or
prospective legal proceedings, either voluntary or otherwise, which may adversely affect its ability to
perfonn its obligations under this Agreement.
ARTICLE 20 NOTICE
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Any notice required or permitted to be given under this Agreement shall be in writing and personally
delivered or sent by electronic means provided that the original of such notice is sent by certified
United States mail, postage prepaid, return receipt requested, or overnight courier with signed
receipt, to the party to whom the notice should be given at their business address listed herein. ITS'
address for notice is: Mr. David 1. Litchliter, Executive Director, Mississippi Department of
Information Technology Services, 301 North Lamar Street, Suite 508, Jackson, Mississippi 39201.
Customer's address for notice is: Ms. Audrey McAfee, IT Director, Mississippi Department of
Corrections, 723 North President Street, Jackson, Mississippi 39202. The Contractor's address for
notice is: Ms. Teresa Ridgeway, Executive Vice President of Administration, Global Tel*Link
Corporation, 2609 Cameron Street, Mobile, Alabama 36607 Notice shall be deemed given when
actually received or when refused. The parties agree to promptly notify each other in writing of any
change of address.
ARTICLE 21 RECORD RETENTION AND ACCESS TO RECORDS
Contractor shall establish and maintain financial records, supporting documents, statistical records
and such other records as may be necessary to reflect its performance of the provisions of this
Agreement. The Customer, ITS, any state or federal agency authorized to audit Customer, and/or any
of their duly authorized representatives, shall have unimpeded, prompt access to any of the
Contractor's books, documents, papers and/or records that are pertinent to this Agreement to make
audits, examinations, excerpts and transcriptions at the Contractor's office where such records are
kept during Contractor's normal business hours. All records relating to this Agreement shall be
retained by the Contractor for three (3) years from the date of receipt of final payment under this
Agreement. However, if any litigation or other legal action, by or for the state or federal government
has begun that is not completed at the end of the three (3) year period, or if an audit finding,
litigation or other legal action has not been resolved at the end of the three (3) year period, the
records shall be retained until resolution.
ARTICLE 22 INSURANCE
Contractor represents that it will maintain workers' compensation insurance as prescribed by law
which shall inure to the benefit of Contractor's personnel, as well as comprehensive general liability
and employee fidelity bond insurance. Contractor will, upon request, furnish Customer with a
certificate of conformity providing the aforesaid coverage.
ARTICLE 23 DISPUTES
Any dispute concerning a question of fact under this Agreement which is not disposed of by
agreement of the Contractor and Customer, shall be decided by the Executive Director of ITS or
hislher designee. This decision shall be reduced to writing and a copy thereof mailed or furnished to
the parties. Disagreement with such decision by either party shall not constitute a breach under the
terms of this Agreement. Such disagreeing party shall be entitled to seek such other rights and
remedies it may have at law or in equity.
ARTICLE 24 COMPLIANCE WITH LAWS
Contractor shall comply with, and all activities under this Agreement shall be subject to, all
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Customer policies and procedures, and all applicable federal, state, and local laws, regulations,
policies and procedures as now existing and as may be amended or modified. Specifically, but not
limited to, Contractor shall not discriminate against any employee nor shall any party be subject to
discrimination in the perfonnance of this Agreement because of race, creed, color, sex, age, national
origin or disability.
ARTICLE 25 CONFLICT OF INTEREST
Contractor shall notify the Customer of any potential conflict of interest resulting from the
representation of or service to other clients. If such conflict cannot be resolved to the Customer's
satisfaction, the Customer reserves the right to tenninate this Agreement.
ARTICLE 26 SOVEREIGN IMMUNITY
By entering into this Agreement with Contractor, the State of Mississippi does in no way waive its
sovereign immunities or defenses as provided by law.
ARTICLE 27 CONFIDENTIAL INFORMATION
27.1 Contractor shall treat all Customer data and infonnation to which it has access by its
perfonnance under this Agreement as confidential and shall not disclose such data or infonnation to
a third party without specific written consent of Customer. In the event that Contractor receives
notice that a third party requests divulgence of confidential or otherwise protected infonnation and/or
has served upon it a subpoena or other validly issued administrative or judicial process ordering
divulgence of such infonnation, Contractor shall promptly infonn Customer and thereafter respond
in confonnity with such subpoena to the extent mandated by state and/or federal laws, rules and
regulations. This Article shall survive the tennination or completion of this Agreement and shall
continue in full force and effect and shall be binding upon the Contractor and its agents, employees,
successors, assigns, subcontractors or any party or entity claiming an interest in this Agreement on
behalf of, or under the rights of the Contractor following any tennination or completion of this
Agreement.
27.2 With the exception of any attached exhibits which are labeled as "confidential", the parties
understand and agree that this Agreement, including any amendments and/or change orders thereto,
does not constitute confidential infonnation, and may be reproduced and distributed by the State
without notification to Contractor. ITS will provide third party notice to Contractor of any requests
received by ITS for any such confidential exhibits so as to allow Contractor the opportunity to
protect the infonnation by court order as outlined in ITS Public Records Procedures.
ARTICLE 28 EFFECT OF SIGNATURE
Each person signing this Agreement represents that he or she has read the Agreement in its entirety,
understands its tenns, is duly authorized to execute this Agreement on behalf of the parties and
agrees to be bound by the tenns contained herein. Accordingly, this Agreement shall not be
construed or interpreted in favor of or against the State or the Contractor on the basis of
draftsmanship or preparation hereof.

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ARTICLE 29 ENTIRE AGREEMENT
29.1 This contract constitutes the entire agreement of the parties with respect to the subject matter
contained herein and supersedes and replaces any and all prior negotiations, understandings and
agreements, written or oral, between the parties relating thereto. The RFPNo. 3527 and Contractor's
Proposal in response to RFP No. 3527 are hereby incorporated into and made a part of this
Agreement. The Exception Summary is attached hereto as "Exhibit B" and incorporated herein by
reference.
29.2 The contract made by and between the parties hereto shall consist of, and precedence is
hereby established by the order of the following:
A.
B.
C.
D.

This Agreement signed by the parties hereto;
Any exhibits attached to this Agreement;
RFP No. 3527 and written addenda, and
Contractor's Proposal, as accepted by Customer, in response to RFP No. 3527.

29.3 The intent of the above listed documents is to include all items necessary for the proper
execution and completion of the services by the Contractor. The documents are complementary, and
what is required by one shall be binding as if required by all. A higher order document shall
supersede a lower order document to the extent necessary to resolve any conflict or inconsistency
arising under the various provisions thereof; provided, however, that in the event an issue is
addressed in one of the above mentioned documents but is not addressed in another of such
documents, no conflict or inconsistency shall be deemed to occur by reason thereof. The documents
listed above are shown in descending order of priority, that is, the highest document begins with the
first listed document ("A. This Agreement") and the lowest document is listed last ("D. Contractor's
Proposal").
ARTICLE 30 STATE PROPERTY
Contractor shall be responsible for the proper custody of any Customer-owned property furnished for
Contractor's use in connection with work performed pursuant to this Agreement. Contractor shall
reimburse the Customer for any loss or damage, normal wear and tear excepted.
ARTICLE 31 SURVIVAL
Articles 13, 17, 21, 26, 27, and all other articles which, by their express terms so survive or which
should so reasonably survive, shall survive any termination or expiration of this Agreement.
ARTICLE 32 DEBARMENT AND SUSPENSION CERTIFICATION
Contractor certifies that neither it nor its principals: (a) are presently debarred, suspended, proposed
for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal
department or agency; (b) have, within a three (3) year period preceding this Agreement, been
convicted of or had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain or performing a public (federal, state or
local) transaction or contract under a public transaction; violation offederal or state anti-trust statutes
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or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements or receiving stolen property; (c) are presently indicted of or otherwise
criminally or civilly charged by a governmental entity with the commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain or performing a public (federal, state or
local) transaction or contract under a public transaction; violation offederal or state anti-trust statutes
or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements or receiving stolen property, and (d) have, within a three (3) year period
preceding this Agreement, had one or more public transaction (federal, state or local) terminated for
cause or default.

ARTICLE 33 COMPLIANCE WITH ENTERPRISE SECURITY POLICY
Contractor and Customer understand and agree that all products and services provided by Contractor
under this Agreement must be and remain in compliance with the State of Mississippi's Enterprise
Security Policy. The parties understand and agree that the State's Enterprise Security Policy is based
on industry-standard best practices, policy, and guidelines at the time of contract execution. The
State reserves the right to introduce a new policy during the term of this Agreement and require the
Contractor to comply with same in the event the industry introduces more secure, robust solutions or
practices that facilitate a more secure posture for the State of Mississippi.
ARTICLE 34 LIQUIDATED DAMAGES
34.1 Contractor shall provide Customer quarterly statements of rates being charged for all
telephone calls to serve as an audit. These reports are due to Customer by the 15 th of the month
following the end ofthe calendar quarter. Holidays are not an exception. Such reports are to be sent
to: Mr. Rick McCarty, Mississippi Department of Corrections, 723 North President Street, Jackson,
Mississippi 39201. At the sole discretion of Customer, liquidated damages of$250.00 per day may
be assessed Contractor for each calendar day the reports are late.
34.2 The Contractor must allow all inmate telephones to be in use simultaneously, i.e., phones to
outgoing communications lines must be on a one-to-one basis. At the sole discretion of Customer,
liquidated damages in the amount of$500.00 per day per Customer site may be assessed Contractor
for failure to maintain this one-to-one ratio. The liquidated damages will continue until such time as
the one-to-one ratio is achieved.

34.3

Contractor shall certify monthly (with the delivery of the commission check) as to the
quantity of phones and lines. In the event the Contractor fails to provide this certification or in the
event the report is found to be falsified, the Customer may, in its sole discretion, assess Contractor
liquidated damages in the amount of$1 ,000.00 per day per Customer site until such time as the ratio
is corrected or the certification is provided.

34.4

Customer will notify the Contractor when the population of a prison increases to warrant
additional phones and associated lines. Contractor will have seventeen (17) business days from
receipt of such notification to install the additional lines and phones. In the event of a delay in the
installation of the additional phones and lines, the Customer may, in its sole discretion, assess
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Contractor liquidated damages in the amount $500.00 per day until such time as the phones and lines
are installed.

34.5 The Contractor shall provide and maintain a minimum of one (1) telephone per twenty (20)
inmates at all Customer sites, excluding maximum security lockdown. At the sole discretion of
Customer, liquidated damages in the amount of$500.00 per day per Customer sites may be assessed
for failure to maintain this ratio. The liquidated damages will continue until such time as the
Contractor remedies the ratio.
34.6 Contractor shall submit a usage report electronically to Customer by the tenth (10th ) of each
month with such report including, but not being limited to, the following infonnation: (a) date and
time of calls; (b) telephone numbers; (c) number of messages; (d) number of minutes; (e) usage
revenue, and (f) totals on messages, minutes, and revenues. The infonnation must be available by
PIN, cellblock and by Customer site. In the event of a delay in the delivery of the usage report, the
Customer may, in its sole discretion, assess Contractor liquidated damages in the amount of$500.00
per day until such time as the usage report is delivered to Customer.
34.7 Contractor shall deliver commission payments to Customer by the thirtieth (30th ) day after the
closing of each billing cycle. In the event of a delay in the delivery of the commission payments, the
Customer may, in its sole discretion, assess Contractor liquidated damages in the amount of
$1,000.00 per day for until such time as the commission payment is delivered to Customer.
34.8 Upon request of Customer, the Contractor shall provide, at no cost to Customer, a report
reflecting Contractor's gross revenue for any specified time period, within five (5) days of
Customer's request for same. In the event of a delay in the delivery of this report, the Customer may,
in its sole discretion, assess Contractor liquidated damages in the amount of $500.00 per day until
such time as the report is delivered to Customer.
34.9 Contractor shall deliver a commission report to Customer by the thirtieth (30 th ) day of each
month with such report specifying the number of minutes used and revenue generated per telephone.
In the event of a delay in the delivery of the commission report, the Customer may, in its sole
discretion, assess Contractor liquidated damages in the amount of$500.00 per day until such time as
the commission report is delivered to Customer.
34.10 If any discrepancies are found between commissions quoted or ifany errors are made in the
calculation of those commissions, the Customer will only accept the greatest revenue potential.
Customer will notify Contractor within thirty (30) days of receipt of the commission report if there is
a question regarding the validity of the commissions. The Contractor will then have thirty (30)
calendar days from receipt of such notification to negotiate a mutually acceptable conclusion. If the
Contractor fails to negotiate a mutually acceptable conclusion within such thirty (30) calendar day
period, the Customer may, in its sole discretion, assess Contractor liquidated damages in the amount
of $1 ,000.00 per day beginning with day 31, until such time as a mutually satisfactory agreement is
reached.
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34.11 In the event the Contractor fails to meet the maintenance and support requirements specified
in RFP No. 3527, the Customer may, in its sole discretion, assess Contractor liquidated damages in
the amount of $5 00.00 per hour, with a one hour minimum, for every hour the requirements are not
met.
34.12 The Contractor understands and agrees that the provision of inmate calling services is
considered to be critical. In addition to the specific situations set forth above in Articles 34.1
through 34.11, in the event the Contractor at any time fails to meet the terms and conditions ofthis
Agreement, the Customer may, in its sole discretion, assess Contractor liquidated damages in the
amount of$I,500.00 per day until such time as the failure is deemed corrected by Customer.
ARTICLE 35 STATUTORY AUTHORITY
By virtue of Section 25-53-21 of the Mississippi Code Annotated, as amended, the executive director
of ITS is the purchasing and contracting agent for the State of Mississippi in the negotiation and
execution of all contracts for the acquisition of information technology equipment, software and
services. The parties understand and agree that ITS as contracting agent is not responsible or liable
for the performance or non-performance of any of Customer's or Contractor's contractual
obligations, financial or otherwise, contained within this Agreement.
ARTICLE 36 RECORDING DISCLAIMER
Contractor and Customer agree and stipulate that Contractor has no responsibility to advise
Customer with respect to any applicable law, regulation, or guideline that may govern or control
telephone call recordation or monitoring by Customer or compliance therewith. Customer has its
own legal counsel to advise it concerning any and all such applicable law, regulation, or guideline,
and compliance therewith. Contractor disclaims any responsibility to provide, and in fact has not
provided, Customer any legal advice concerning such applicable law, regulation, or guideline, or
compliance therewith.
ARTICLE 37 COMPLETED ITEMS
The Parties acknowledge that most of the provisions contained in this Agreement carry over from the
Prior Contract, and that requirements within some of these provisions have been accomplished,
including training obligations on the part of the Contractor and other items that would have been
completed during the early stages of the Prior Contract.

Page 13 of 17
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For the faithful perfonnance of the tenns of this Agreement, the parties hereto have caused this
Agreement to be executed by their undersigned authorized representatives.

State of Mississippi, Department of
Information Technology Services, on
behalf of Mississippi Department of

Global Tel*Link Corporation

cor(ZJ0ns ,
By:

BY:--,=~
=--~_
~
-v---

~tui!...c?[okiM/~
Authorized Signature

Authorized Signature

J eff(-e.\ e. @d\ayr

Printed Name: David L. Litchliter

Printed Name:

Title: Executive Director

Title:

Q(.e?ideci-, SeMcU'r("

Date:

):jW ) lD

Date:

!

-13 - /I

Mississippi Department of Corrections

BY~______~~______-M~____

A~VIEWED

JAN 1

Printed Name: Christopher Epps

~~11

~~V~OR:S::SI::::GNI\::"'~URE

Title: Commissioner
Date:

BY

MOOe LEGAL OOUNSEL

I/IZ/ltl

Page 14 of 17
Global Tel*Link Corporation-DOC-390 19-3527-Dec20 lO-Inmate Calling Service

EXHIBIT A
Call Rate
Per Call Charge
Local, IntraLatallntrastate,
InterLatallntrastate, Interstate

Per Minute Charge

$2.10

Page 15 of 17
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$0.24

EXHIBITB
Exception Summary
ITS RFP Reference

Vendor Proposal
Reference

Brief Explanation of
Exception

(Reference specific
outline point to which
exception is taken)

(Page, section, items in
Vendor's proposal where
exception is explained)

(Short description of
exception being made)

1. RFP page 10. Section
III Vendor Information,
Item 17. Rights Reserved
to Use Existing Product
Contracts

This exception is
explained on the pages
immediately following this
table. See EXCEPTION 1
page 8.

GTL's commission
proposal is based on the
State utilizing the
equipment and products
provided with our
proprietary turnkey
LazerPhone system.
However, should the State
wish to purchase
additional peripheral
equipment, GTL will work
with the State to integrate
such items as additional
computers, printers, etc.

The State accepts this
exception

2. RFP page 17. Section
IV Legal & Contractual
Information. Item 28.
Ownership of Oeveloped
Software; Point 28.1

This exception is
explained on the pages
immediately following this
table. See EXCEPTION 2
page 8.

GTL retains all copyright
and patent rights to our
LazerPhone platform and
all features and
functionality contained
therein, including any new
LazerPhone features,
functions, or
enhancements developed
by GTL and provided to
the MOOC during the
course of our contract with
the MOOC.

The State accepts this
exception and notes that
no software is being
developed pursuant to
this Agreement and thus
the exception does not
apply to this
procurement.

3. RFP page 17. Section
IV Legal & Contractual
Information. Item 29.
Ownership of Custom
Tailored Software

This exception is
explained on the pages
immediately following this
table. See EXCEPTION 3
page 8.

GTL retains all copyright
and patent rights to our
LazerPhone platform and
all features and
functionality contained
therein, including any
LazerPhone features,
functions, or
enhancements developed
or tailored at the request
of MOOC during the
course of our contract with
the MOOC.

The State accepts this
exception and notes that
no software is being
developed pursuant to
this Agreement and thus
the exception does not
apply to this
procurement.

4. RFP page 18. Section
IV Legal & Contractual
Information. Item 30.
Terms of Software License

This exception is
explained on the pages
immediately following this
table. See EXCEPTION 4
page 9.

The State's license to the
LazerPhone software is
limited to the term of the
contract with GTL and any
extensions thereof.

The State accepts this
exception

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ITS Acceptance
(sign here only if
accepted)

5. RFP page 55. Section
VII Technical
Specifications; Section 8.5
Commissions. Item
8.5.9.2. and page 83.
Exhibit A: Standard
Contract, Item 32.10

This exception is
explained on the pages
immediately following this
table. See EXCEPTION 5
page 9.

GTL must take exception
to the imposition of a
penalty on a situation that
GTL may be incapable of
controlling. However, in
the event of a dispute,
GTL agrees to work with
MOOC beyond any
deadline set for the
completion of mediation in
order to reach a mutuallyagreeable decision.

The State does not
accept this exception.

6. RFP page 65. Section
VII Technical
Specifications; Section 15
Other Requirements, Item
15.3 and Article 32.10 of
Exhibit A. Standard
Contract.

This exception is
explained on the pages
immediately following this
table. See EXCEPTION 6
page 10

GTL understands the
importance of the ICS to
MOOC and GTL stands
behind the delivery and
quality of its product and
service. GTL will agree
and comply with this
liquated damage term for
all failures of GTL's
product and services
caused by GTL or its
subcontractors that are not
otherwise compensable
under one of the other
liquated damages
provisions herein.

The State does not
accept this exception.

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