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MS Phone Contract with GTL 2005

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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 Mississippi Department of Information Technology Services having its principal plilce 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 3249 requested
proposals for the provision,. installation and maintenance of an Inmate Calling Service for the
inmates at the Mississippi State Penitentiary at Parchman, Mississippi, the Central Mississippi
Correctional Facility at Pearl, Mississippi, the South Mississippi Institution at
Leakesville, Mississippi, and the seventeen (17)Co=unity Work Centers and four (4) Restitution
Centers across the State of Mississippi (hereinafter referred to as the "Correctional Facilities"), and
WHEREAS, AT&T was the successful respondent in an open, fair and competitiv·e procurement
process to provide the above mentioned services;
WHEREAS, AT&T subsequently assigned all ofits rights and interests in this project to Contractor;
WHEREAS, the Customer and the Contractor hereby agree to enter into this Agreement for the
continuance of the Inmate Calling Services;
NOW THEREFORE, in consideration ofthe mutual understandings, promises and agreements set
forth, the parties hereto agree as follows:
Unless this Agreement is extended by mutual agreement or terminated as prescribed
elsewhere herein, this Agreement shall begin on the date it is signed by all parties and shall continue
in effect for twenty-four (24) months thereafter.

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This Agreement will become a binding obligation on the State only upon the issuance of a
valid purchase order by the Customer following contract execution and the issuance by ITS of the
CP-I Acquisition Approval Document.

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. 3249 and
AT&T's Proposal, as accepted by the State, in response thereto.
Contractor shall pay monthly commission payments to Customer totaling 55.6% percent ofthe 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
twenty (20) days of the closing ofthe billing cycle. It is understood by the parties that commission
rates shall not decrease during the te= ofthis 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.
Contractor shall, during the entire te= ofthis 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.
Contractor represents that it is qualified to perfo= 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 ofCustomer.
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 witbholdings that may be required. Neither Contractor
nor employees of Contractor are entitled to state retirement or leave benefits.
It is further understood that the consideration expressed herein constitutes full and complete
compensation for all services and perfo=ances hereunder, and that any sum due and payable to
Contractor shall be paid as a gross sum with no witbholdings or deductions being made by Customer
. for any purpose from said contract sum, except as permitted herein in the article titled

Contractor will be responsible for the behavior of all its employees and subcontractors while on the
premises ofthe Correctional Facilities covered by this Agreement. Any employee or subcontractor
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acting in a manner determined by the administration ofthe Correctional Facility to be detrimental,
abusive or offensive to any ofthe staff and/or inmates, 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.
Ibis 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 iffederal and/or state revisions of any applicable laws or regulations make changes in
this ~greement necessary.
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 assignment or transfer ofits obligations without such consent shall be null
and void. Ibis Agreement shall be binding upon the parties' respective successors and assigns..
Contractor must obtain the written approval ofCustomer 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 terms ofthis Agreement and shall be
subject to the terms and conditions of this Agreement and to any conditions of approval that
Customer may deem necessary.
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 ofcontract 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
harmles.s 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 asa result of Contractor's
failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or
the like.


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

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
Global Tel*Link-DOC-35765-3249-Nov2005-lnmate Calling Service Agreemimt



the receipt of state and/or federal funds for the performances required under this Agieement. Ifthe
funds anticipated for the fulfillment ofthis Agreement are not forthcoming, or are insufficient, eithe~
through the failure of the federal gove=ent to provide funds or of the State of Mississippi to
appropriate funds, or ifthere is a discontinuance or material alteration ofthe program under which
funds were available to Customer for the payments or performance due under this Agreement,
Customer shall have the right to immediately terminate this Agreement, without damage, penalty,
cost or expense to Customer of any kind whatsoever. The effective date of termination shall be as
specified in the notice of termination. Customer shall have the sole right to determine whether
funds are available for the payments or performances due under this Agreement.

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 term ofthis
Agreement and such breach continues for ten (1 0) days after Contractor receives written notice from
the State, or (c) Contractor becomes the subject of banlcruptcy, reorganization, liquidation or
receivership proceedings, whether voluntary or involuntary.


Notwithstanding any other provision of this Agreement to the contrary, this Agreement may be
terminated by the State without the assessment of penalties as follows: (a) If Contractor defaults
hereunder pursuant to Article 9 above, the State may terminate the Agreement upon the giying often
(10) days written notice unless the breach is cured within said ten (10) day period, or (b) The State
may terminate this Agreement upon the giving often (10) days written notice to Contractor ifa court
, ,of competent jurisdiction finds that Contractor persistently disregards laws, ordinances, rules,
regulations or orders ofany public authority having jurisdiction, or (c) In the event ofprivatization of
the correctional facility, the State may terminate 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 thereofto Contractor, terminate this Agreement ifit
is determined by the State to be in its best interest to so terminate. The provisions ofthis Article do
not limit either party's right to pursue any other remedy available at law orin equity.
This Agreement shall be construed and governed in accordance with the laws of the State of
Mississippi and venue for the resolution ofany 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 camiot be waived or limited by
Failure of either party hereto to insist upon strict compliance with any of the terms, covenailts 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 terms 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 ofthe State.
If any term 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 ofthis Agreement shall
be valid and enforceable to the fullest extent permitted by law provided that the State's purpose for
entering into this Agreement can be fully achieved by the remaining portions ofthe Agreement that
have not been severed.
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.
To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold hannless,
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 ofor caused
by Contractor and/or its partners, principals, agents, employees or subcontractors in the performance
of or failure to perform this Agreement.

Contractor shall give Customer prompt notice in writing of any action or suit filed, and prompt
notice of any claim made against Contractor by any entity that may result in litigation related in any
way to this Agreement and/or which may affect the Contractor's performance under this Agreement.
Contractor warrants that it is a validly organized business with valid authority to enter into this
Agreement; that entry into and performance 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
perfo= its obligations under this Agreement.
Any notice required or permitted to be given under this Agreement shall be in writing and personally
delivered or sent by facsimile provided that the original of such notice is sent by certified United
States mail; postage prepaid, return receipt requested, 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 oflnformation Technology Services, 301 North Lamar
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Street, Suite 508, Jackson, Mississippi 39201. Customer's address for notice is: Mr. Marc Wilson,
MIS Director, Mississippi Department of Corrections, 723 North President Street, Jackson,
Mississippi 39202. The Contractor's address for notice is: Ms. Teresa Ridgeway, Vice President and
Secretary, Global Tel Link Corporation, 2609 Cameron Street, Mobile, Alabama36607. 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.

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, ifany 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.
Contractor represents that it will maintain workers' compensation insurance as prescribed by law
which shall inure to the benefit ofContractor'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.
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
hislber designee. This decision shall be reduced to writing and a copy thereofmailed 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.
Contractor shall comply with, and all activities under this Agreement shall be subject to, all
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 performance ofthis Agreement because ofrace, creed, color, sex, age, national
origin or disability.

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Con1ractor 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 terminate tins Agreement.
By entering into tIJis Agreement with Con1ractor, the State ofMississippi does in no way waive its
sovereign immunities or defenses as provided by law.
Con1ractor shall1reat all Customer data and information to which it has access by its performance
under this Agreement as confidential and shall not disclose such data or information to a third party
without specific written consent of Customer. In the event that Con1ractor receives notice that a third
party requests divulgence ofconfidential or otherwise protected information and/or has served upon
it a subpoena or other validly issuedadminis1rative or judicial process ordering divulgence ofsuch
information, Con1ractor shall promptly inform Customer and thereafter respond in conformity with
such subpoena to the extent mandated by state and/or federal laws, rules and regulations. This Article
shall survive the termination or completion of tIJis Agreement and shall continue in full force and
effect and shall be binding upon the Con1ractor and its agents, employees, successors, assigns,
subcon1ractors or any party or entity claiming an interest in tIJis Agreement on behalfof, or under the
rights of the Con1ractor following any termination or completion of tIJis Agreement.
Each person signing tIJis Agreement represents that he or she has read the Agreement in its entirety,
understands its terms,. is duly authorized to execute tIJis Agreement on behalf of the parties and
agrees to be bound by the terms contained herein. Accordingly, tIJis Agreement shall not be
cons1rued or interpreted in favor of or against the State or the Con1ractor on the basis of
draftsmanship or preparation hereof.
27.1 This Con1ract constitutes the entire agreement ofthe parties with respectto 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 RFP No. 3249 and Con1ractor's
Proposal iD. response to RFP No. 3249 are hereby incorporated into andmade a part ofthis Contract.
27.2 The Con1ract made by and between the parties hereto shall consist of, and precedence is
hereby established by the order of the following:

A.This Agreement signed by the parties hereto;
Any exhibits attached to tIJis Agreement;
RFP No. 3249 and written addenda, and
AT&T's Proposal, as accepted by Customer, in response to RFP No. 3249.
Global Tel*Link-DOC-35765-3249-Nov2005-lnrnate Calling Service Agreement


27.3 The intent of the above listed documents is to include all items necessary for the proper
execution and completion ofthe 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 ofpriority, that is, the highest document begins with the
first listed document ("A. This Agreement") and the lowest document is listed last ("D. AT&T's
Contractor shall be responsible for the proper custody ofany 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.
Articles II, 15, 19,24,25, 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.


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 ally 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
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.
By virtue ofSection 25-53-21 ofthe Mississippi Code Annotated, as amended, the executive director
oflTS 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


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for the performance or non-performance of any of Customer's or Contractor's contractual
obligations, financial or otherwise, contained within this Agreement.
For the faithful performance of the terms 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 t
on behalf of Mississippi Department

Global Tel*Link Corporation


. Authorized Signature.

Printed Name: David L. Litchliter
Title: Executive Director



Printed Name: Teresa Ridgeway
. Title: Vice President and Secretary


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J!hl ~

Exhibit A- Cost Matrix
Call Rates


Per Call Charge

Per Minute Char!!:e

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