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CONTRACT AMENDMENT #3
SIGNATURE AND COVER PAGE
State Agency
Colorado Department of Corrections ("CDOC" or "Premises
Provider")
Contractor
Global Tel*Link Corporation ("GTL" or "Contractor")
Original Contract Number·
82140
Current Contract Maximum Amount
This is a revenue-generating contract. No State funds are
expended through this contract.
Contract Performance Beginning Date
August 1, 2015
Amendment Contract Number
112044
Current Contract Expiration Date
July 31, 2020
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment
and to bind the Par authorizino his or her si nature.
CONTRACTOR
STATE OF COLORADO
Global Tel*Link Corporation
John W. Hickenlooper, Governor
Colorado Department of Corrections
A Rick Raemisch, Executive Director
l::ib~I~
By: Deb Goheen, Interim Director
of Finance and Administration
Date:
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CONTROLLER
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Lenny Merriam, CDOC Controller
Amendment Effective Date: _
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PARTIES
This Amendment (the "Amendment") to the original Contract shown on the Signature and Cover
Page for this Amendment is entered into by and between the Contractor and the State.
2.
TERMINOLOGY
Except as specifically modified by this Amendment, all terms used in this Amendment that are
defined in the Contract shall be construed and interpreted in accordance with the Contract.
3.
AMENDMENT EFFECTIVE DA TE AL~D TERM
A.
Amendment Effective Date
This Amendment shall not be valid or enforceable until the Amendment Effective Date
shown on the Signature and Cover Page for this Amendment. The State shall not be bound
by any provision of this Amendment before that Amendment Effective Date, and shall have
Amendment Contract Number: I l 2044
Pagel of9
CDOC I GTL Amd3
no obligation to Contractor under this Amendment either before or after of the Amendment
term shown in §3.B of this Amendment.
B.
Amendment Term
The Patties' respective perfo1mances under this Amendment and the changes to the
Contract contained herein shall commence on the Amendment Effective Date shown on the
Signature and Cover Page for this Amendment and shall terminate on the termination of the
Contract.
4.
PURPOSE
The Parties wish to amend the original Contract to reflect the terms under which GTL will
provide CDOC a license to use GTL's proprietary utility software for extracting data from GTL's
offender Tablets using a GTL-provided laptop computer and to further clarify ownership of data
and CDOC's rights to take action necessary to its investigation and/or prosecution of offender
conduct related to use of GTL's offender Tablets. Additionally, this Amendment clarifies the
protection to which GTL's confidential and proprietary infonnation, trade secrets, and software is
entitled.
s.
MODIFICATIONS
The Contract and all prior amendments thereto, if any, are modified as follows:
A.
The final sentence of Section 16 - REMEDIES, subsection D, is hereby revised to
hencefo1th read:
"Terminate this Contract, in whole or in part, for default."
B.
The first sentence of Section 17- TERMINATION, subsection A. - Termination
Without Cause, is hereby revised to henceforth read:
"Either Party shall have the right to terminate this Contract, in whole or in part, by giving
the other party ninety (90) days notice pw·suant to Section 19."
C.
The first sentence of Section 17- TERMINATION, subsection B. - Termination for
Convenience, is hereby revised to hencefmth read:
"The State may terminate this Contract, in whole or in pait, should circumstances occur
which remove the governmental power to fulfill the State's obligation under this Contract."
D.
Section 17-TERMINATION, subsection C. - Costs and Expenses, is hereby revised to
henceforth read:
"If the State te1minates this Contract, in whole or in pait, for the reasons set fmth in Section
17.B., the State may compensate Contractor for its appropriate costs in implementing any
additional services described in Exhibits B and C which the State has sought in accordance
with Section 6.B, above, but only if Contractor demonstrates by evidence acceptable to the
State in its sole discretion that it has not already recovered its costs in implementing those
additional services and only if Contractor' s performance in implementing those additional
services has been, in the sole judgment of the State, in complete compliance with every
material requirement of this Contract. This provision is not intended to obligate the State to
any financial obligation. Any such expenditure would require the appropriate commitment
voucher. Contractor's costs may be stated in the Option Letter or in other documentation
exchanged by the Paities under this Contract."
Amendment Contract Number'. 112044
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CDOC I GTL Amd3
E.
Section 19 - NOTICES and REPRESENTATIVES, subsection A. - State, is hereby
revised to henceforth read:
Colorado Department of Corrections
Colorado Correctional Industries
Attn: David Lindsay, Interim Director
1250 Academv Park Loop
Colorado Sprin£S, CO 80910
Phone: (719) 226-4208
david.lindsay@Jstate.co.us
F.
Section 25- RISK OF LOSS is hereby revised to henceforth read:
"The Company and its insurers, if any, shall relieve the State of all risks of loss or damage
to the Equipme11t during the periods of transportation, installation and operation of the
Equipment. Further, the State shall bear no risk of loss or have any responsibility for
damage to or destruction of offender Tablets, as may be necessary to obtain, extract,
analyze, or preserve any data, recordings, or recorded infmmation in any form or other
information sought in connection with any ongoing investigation by CDOC into possible
criminal conduct concerning offenders' use of Tablets or conduct involving the Tablets that
may compromise the safety or security of any co1Tectional facility operated by or under
contract to CDOC. Such incidental damage or destruction shall be considered normal use
for the procedure undertaken and CDOC shall have no liability or obligation to reimburse
GTL for any such normal use. However, in the event of any damage to GTL Equipment or
hardware caused by the State or its employees beyond the circumstances outlined above,
the State will cooperate with and provide all proper information for any claim GTL may
choose to submit to the Colorado Division of Risk Management pursuant to the provisions
of C.R.S. § 24-30-1501, et seq. This provision is not intended to obligate the State to any
financial obligation. Any such expenditure would require the appropriate commitment
voucher.
G.
Section 28. - EQUIPMENT OWNERSHIP
RECORDS is hereby revised to henceforth read:
AND
CONFIDENTIALITY OF
A. Equipment Ownership
The CDOC agrees and acknowledges that all telephone instmments, system equipment,
recording equipment, software and fixtures, including printers, modems, computers (as
inventoried to Contractor) and supplies installed or furnished by Contractor in order to
perform the Services, shall remain the sole and exclusive property of the Contractor,
third party manufacturers, or the contractor's subcontractor(s) or Licensor(s), as
applicable.
B. Ownership of Call Data
The Contractor agrees to provide and maintain computer hard drive space in such size
and quantity, as is necessary to hold ITS call recordings including completed calls for a
minimum of term of the contract and incomplete calls for sixty (60) days. Such
recordings shall be accessible on site at the server or on hard disk. The Contractor
acknowledges that the content of such recordings, and the recording media on which the
recordings are located, shall be the property of CDOC and the tapes or other recording
media will be turned over to CDOC upon the expiration or termination of the Contract,
J\rnendment Contract Number: l l 2044
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CDOC I GTL Amd3
with no claim from Contractor. Any intellectual property contained on such media
which belongs to the Contractor shall remain the property of the Contractor even though
the Contractor will allow possession of the intellectual (proprietary) property to remain
with the CDOC and the CDOC shall not disclose or attempt to provide a license or
otheiwise transmit this property to any other third party. Call Detail Records (CDR)
will be stored and accessible to CDOC for a minimwn of term of the contract.
C. Ownership of TabJet Data
CDOC reserves the right to collect all offender data or information of any sort
(including without limitation, metadata) stored on or in the GTL Tablet device or
on or in GTL's server(s) or any third party's server if held for or on behalf of
GTL. Any data of every nature generated by an offender's use of a GTL Tablet
device belongs exclusively to CDOC, provided, however, for the avoidance of
doubt, that such data shall not include any GTL or third-party intellectual
property or content protected by copyright or other inteUectual property rights,
like music, video or similar content, which all, right, title, and interest, in and
thereto shall be retained by GTL or its licensors. GTL makes no claim to any such
offender data, as there is no expectation of the offender's privacy on GTL Tablet
devices. Data so generated shall, upon request of the State, or any authorized
representative of the State, be retrieved by GTL by every form of data retrieval
(or "data dump") reasonably available to GTL and presented as soon as
reasonably possible to the requestor. If the State, or any authorized representative
of the State, has a Tablet in its possession, it shall have the right to retrieve all such
data without GTL's assistance, permission, or knowledge using forensic software,
hardware storage download, or file(s) download(s). The offender-generated data
that CDOC may seek includes, without limitation usage data relating to the
following:
Terms for which an offender searched;
i.
ii.
Videos an offender watched;
iii.
Offender views and interactions with content;
iv.
Voice and audio data generated when an offender used audio features;
v.
Images, videos, or any type of data that an offender stored on a Tablet;
vi.
Purchase activity;
vii.
The identity of any people, entities, or other third parties with whom the
offender communicated or shared content;
viii.
Activity on third-party sites and applications;
ix.
x.
Amendment Contract Number: l l 2044
Browsing history;
Telephony log data from calls or messages, including without limitation,
GTL's phone number, calling-party number, receiving-party number,
forwarding numbers, time & date of calls and messages, duration of
calls, routing information, and types of calls; and
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CDOC I GTL Amd3
xi.
All other data generated by the offender's use of the Tablet device
whether generated directly by the offender or gathered by any third
party to which GTL has access.
D. Confidential State Records
In the event the Contractor shall obtain access to any records or files of the State in
connection with this Contract, or in connection with the performance of its obligations
under this Contract, which records, files or other information are designated as
confidential by the State, by markings, written notice to the Contractor, or other
appropriate means, then the Contractor shall keep such records and infonnation
confidential and shall comply with all laws and regulations concerning the
confidentiality of such records. The Contractor shall notify its employees that they are
subject to the confidentiality requirements as set forth above, and shall provide each
employee with a written explanation of the confidentiality requirements before the
employee is permitted access to confidential data.
E. CORA Compliance
Nothing herein is intended or shall operate as a waiver of any applicable law governing
disclosme of records, including the Colorado Open Records Act, CRS §24-72-101 et
seq. The State agrees to provide the Contractor with prompt written notice of requests
for disclosure under such laws of any Contractor information within the scope of this
clause.
H.
Exhibit B - Mobility Service, Section VT - Additional Terms is hereby modified by
adding the following Subsection c - Data Extraction Software:
c.
Data Extraction Software. GTL shall provide the State with use of GTL 's proprietary
utility software for extracting data from GTL's offender Tablets, and associated
documentation (collectively "Software"), subject to the terms contained in this
Amendment. GTL grants the State a non-exclusive, non-transferable, license to use
the Software solely for extracting data from GTL's offender Tablets in support of
State investigations. The Software and the license to use the Software is provided at
no charge to the State on a term license only basis, and is not a sale of the Software.
Nothing in this Amendment, the Contract, or through GTL's performance under either
shall constitute a transfer of right, title, or interest in or to the Software, which are
retained by GTL and its licensors, subject only to this license to use the Software.
1.
The use of the Software is supplied in object code only, and nothing in this
Amendment shall be constrned as granting any license in the underlying source
code that is used to generate the Software, or creating an implied license in the
Software.
ii.
The State shall not (a) make available or distribute all or part of the Software to
any third party by assignment, sublicense or by any other means; (b) copy
(except as required to complete an extraction, as detailed in the extraction
guide), adapt, reverse engineer, decompile, disassemble, or modify, in whole or
in part, any of the Software; or (c) allow third patty access to the Software.
iii.
The State agrees to (a) hold the Software in confidence using the same degree of
care (but no less than reasonable care) it uses to protect its own confidential and
proprietary information; (b) restrict disclosure and use of the Software solely to
Amendment Contract Nllmber: 112044
Page 5 of9
CDOC I GTL Amd3
those State employees or agents who are authorized to use the Software to
extract data from GTL's offender Tablets in support of ongoing State
investigations or prosecutions and advise these employees or agents of their
obligations hereunder with respect to the Software; (c) not copy or otherwise
duplicate the Software or allow anyone else to copy or othe1wise duplicate the
Software, except as may be necessary to CDOC's investigations or prosecutions
under the Project, provided that aH titles, trademarks, and copyright, proprietary
and restricted rights notices shall be reproduced in all such copies, and that all
such copies shall be subject to the terms of this Amendment; (d) exclude the
Software from disclosure in response to any request for infotmation under the
Colorado Open Records Act; and, (e) within one (1) year following the effective
date of this Amendment, or such earlier time reasonably requested by GTL, and
in either case subject to ongoing investigations or prosecutions, promptly return
the Software to GTL, and ce1tify in w1iting that it has not improperly retained
any patt of the Software.
I.
1v.
If the State becomes legally compelled or required to disclose any part of the
Software, the State shall provide GTL with prompt, prior, written notice of such
requirement so that GTL may seek a protective order or other appropriate
remedy; provided, fmther, that if such a protective order or other remedy is not
obtained or available, the State shall disclose only that portion of the Software
that is legally required to be disclosed and to otherwise take all reasonable steps
to preserve the confidential nature of the Software, including use commercially
reasonable efforts to seek protective treatment of the Software required to be
disclosed.
v.
The State agrees that GTL has no responsibility to advise the State with respect
to any law, regulation, or guideline that may govern or control data extraction
from electronic devices, or compliance therewith. The State has its own legal
counsel to advise it concerning any and all such law, regulation, or guideline,
and compliance therewith, and makes its own determination on when and how
to use the data extraction capabilities provided through the Software. GTL
disclaims any responsibility to provide, and has not provided, the State any legal
advice concerning such applicable law, regulation, or guideline, or compliance
therewith.
vi.
This subsection c - Date Extraction Software shall continue to apply and remain
enforceable for as long as the State uses, or retains possession of a copy of, the
Software, notwithstanding the termination of the Contract, or any part thereof
vn.
In addition to the foregoing terms and conditions, the Parties further agree to the
Nondisclosure Agreement which is attached to this Amendment as Attachment 1
to Exhibit B - Mobility Service and is hereby so attached to the Original
Contract.
Exhibit B - Mobility Service, Section VI - Additional Terms is hereby modified by
adding the following Subsection d- HardwarefEquipment used in Data Extraction:
d.
Hardware/Equipment used in Data Extraction. GTL shall provide CDOC with use of
a GTL-owned laptop computer and any other equipment necessary for CDOC's use
on the Project and CDOC is hereby authorized to utilize all such hardware and
Amendment Contract Number: 112044
Page 6 of9
CDOC I GTL Amd3
equipment, at no charge to the State, in its efforts on the Project, as defined in
Attachment 1 to Exhibit B.
I.
6.
Further, CDOC is authorized, but not obligated to alter, destroy, Chip-Off,
render unusable, or otherwise damage offender Tablets, as may be necessary to
obtain, extract, analyze, and preserve any data, recordings, or recorded
information in any form or other information that the State owns or has the right
to own, control, or access. Any data of every nature generated by an offender's
use of a GTL Tablet device belongs exclusively to CDOC, provided, however,
for the avoidance of doubt, that such data shall not include any GTL or thirdparty intellectual property or content protected by copyright or other intellectual
property rights, like music, video or similar content, which all, right, title, and
interest, in and thereto shall be retained by GTL or its licensors. Such incidental
damage or destruction to all such hardware and equipment shall be considered
normal use for the procedure unde11aken and CDOC shall have no liability or
obligation to reimburse GTL for any such normal use.
LIMITS OF EFFECT AND ORDER OF PRECEDENCE
This Amendment is incorporated by reference into the Contract, and the Contract and all prior
amendments or other modifications to the Contract, if any, remain in full force and effect except
as specifically modified in this Amendment. Except for the Special Provisions contained in the
Contract, in the event of any conflict, inconsistency, variance, or contradiction between the
provisions of this Amendment and any of the provisions of the Contract or any p1ior modification
to the Contract, the provisions of this Amendment shall in all respects supersede, govern, and
control. The provisions of this Amendment shall only supersede, govern, and control over the
Special Provisions contained in the Contract to the extent that this Amendment specifically
modifies those Special Provisions.
7.
COUNTERPARTS
This amendment may be executed in one or more identical original counterparts, each of which is
deemed an original, but all of which together shall constitute one and the same instrument.
Amendment Contract Number: 112044
Page 7 of9
CDOC I GTL Amd3
Attachment 1 to EXHfBfT B- Mobility Service
NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement {this "Agreement"), is made and entered into as of the effective date of Amendment #3 by
and between the State of Colorado, acting by and through the Colorado Department ol' Corrections ("State" or
"CDOC") and Global Tel*Link Corporation ("GTL" or "Contractor"), an Idaho corporation with corporate headquarters
at 12021 Sunset Hills Road, Suite 100, Res ton, Virginia 20190.
The Parties hereto entered a contract effective on August I, 2015 (ems# 82140), under which GTL provides offender
telephone services to CDOC. That original contract was subsequently modified by Amendmem #1 (ems# 86708) to
implement GTL's enhanced communication services ("Mobility Services"), which offenders access through mobile
computer Tablets ("Tablets"). Other modifications to the original contract have also been agreed upon. As used in this
Agreement, the original contract, as modified, is hereafter referred to as the "Original Contract."
Now, therefore, the Parties agree as follows:
1. In connection with any investigation by the State into possible criminal conduct concerning offenders' use of Tablets
or conduct involving the Tablets that may compromise the safety or secrnity of correctional facilities at the Colorado
Department of Conections ("Project"), GTL may disclose to the State, or the State may learn through the Project, certain
confidential or proprietary information or trade secrets of GTL in \\Titten, oral or other tangible or intangible forms which
may include, but is not limited to, financial information, specifications, documents, records .• drawings, schematics,
blueprints, tracings, diagrams, models, data, customer names and other technical, financial or business information
(individually and collectively, "Information"). Such Information, when identified by GTL as confidential or proprietary, or
that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered
confidential, shall be deemed to be confidential or proprietary for purposes of this Agreement. Any data of every nature
generated by an offonder's use of a GTL Tablet device belongs exclusively to CDOC. GTL makes no claim to any such
offender data as there is no expectation of the offender's privacy on GTL Tablet devices and such data is excluded from the
foregoing definition of "Tnfonnation." Subject to that limitation, the State agrees to maintain the confidentiality of such
Information and to not use, disclose, publish or disseminate such lnfotmation in any manner not consistent with the terms
and conditions of this Nondisclosure Agreement.
2.
The Srate shall:
(a) hold such Information in confidence with the same degree of care (but no less than reasonable care)
with which it protects its own confidential and proprietary information;
(b) restrict disclosure of the l.nformation solely to its employees or agents with a need to know such
Information and to experts necessary in the State's sole discretion to assist in any manner in the Project
and cause those persons to comply with the confidentiality obligations hereunder with respect to such
Information;
(c) use the Info1mation only as needed for the pw-poses of the Project;
(d) except for the purposes of the Project and any prosections that may arise from information obtained
or evidence developed under the Project, not copy or otherwise duplicate such Information or knowingly
allow anyone else to copy or otherwise duplicate such Information, and ensure that any and all copies
shall bear the same notices or legends, if any, as the originals;
(e) exclude the Information from disclosure under the Colorado Open Records Act (CORA), but only to
the extent permitted by law;
(f) and, upon request and completion of the Project and any related prosecutions, promptly return to
GTL all Information in a tangible form or certify to GTL that it has been destroyed, as long as
preservation of evidence is not otherwise required.
3.
The State shall not have an obligation to preserve the confidential or proprietaiy nature of any Information which:
(a) Ts or becomes publicly known through no wrongful a(.;t of the State;
Amendment contract Number: 112044
Page 8 of 9
Attachment l to Ex. B of CDOC I GTL Amd3
Attachment 1 to EXHIBIT B - Mobility Service
(b) is rightfully received from a third person having no direct or indirect secrecy or confidentiality
obligation with respect to such Information;
(c) is independently developed by an employee, agent or contractor of the State;
(d) is approved for release by ·written authorization of GTL.
4. This Agreement shall apply only to Information relating to the Project disclosed or made available by GTL after the
effective date of the Amendment to which this Agreement is attached and only to confidential Jnfom1ation as contemplated
by this Agreement or as otherwise required under CORA The terms of this Agreement shall continue to apply to
Information, notwithstanding any termination of the Contract whether in whole or in part.
5. Other than as expressly provided herein or in the Original Contract between the parties, nothing contained in this
Agreement shall be constmed as granting or conforring any rights by license or otherwise in any Information.
6. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding
any conflicts of law provisions, the application of which would have the effect of making Colorado Jaw inapplicable. All
suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue
shall be in the City and County of Denver.
7. The State acknowledges that any material violation of any of the covenants and agreements contained in this
Agreement could result in irreparable and continuing harm and damage to GTL which may be extremely difficult to
quantify and for which money damages alone may not be adequate compensation. Consequently, the State agrees that in
the event it violates any material covenants and agret:ments, GTL may be entitled to specific pt:rformance of the State's
obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent
jurisdiction. Nothing in this Agreement shall be constmed to prohibit any party from also pursuing any other legal or
equitable remedy, the parties having agreed that all remedies are wmulative. Nothing in this Agreement shall be construed
as an admission of any violation of this Agreement or as a waiver of any rights, remedies, protections, or immunities
available to the State under the Original Contract or applicable law. This Agreement is not intended to obligate the State to
any financial expenditure. Any such expenditure would require the appropriate commitment voucher.
8. Other than as expressly provided herein or in the Original Contract between the Parties, all Information shall remain
the exclusive property of GTL. GTL does not grant a license (by implication or otherwise) under any of its copyrights,
patents, trade secrets, trademarks, trade name rights or any other intellectual property rights as a result of the disclosure of
the Information to the State under this Agreement. Ownership of the data, recordings, or recorded information in any form
disclosed by any means, including but not limited to GTL's Chip-Off Procedure, is controlled by the terms and conditions
of the Original Contract. This Agreement does not apply to any data, recordings, or recorded information in any fonn or
other information that the State owns or has the right to own, control, or access.
9. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and
assigns. Assignment of any rights or delegation of any duties under this Agreement will be pennitted only in the manner
stated in the Original Contract.
l 0. In the event either party is required by judicial or administrative process to disclose the other's Information, they will
promptly notify the other as soon as is reasonably possible and allow the other to oppose such process, to the extent
permitted by the judicial or administrative body requiring disclosure. Additionally, such party shall make reasonable efforts
to include said Info1mation within any protective order issued by the appropriate judicial or administrative body.
11. Nature of this Agreement: This Agreement may not be changed orally but only by an agreement in writing signed by
the Parties. This Agreement is subject to the Original Contract and that Original Contract and all modifications are
incorporated herein by reference and the Original Contract remains in full force and effect except where specifically
modified in this Agreement.
END OF AMENDMENT #3
Amendment Contract Number: 112044
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Attachment l to Ex. B of CDOC I GTL Amd3
