Prison Phone Justice

A Contract
between
The Ohio Department of Rehabilitation and Correction
and
MCI WORLDCOM Communications, Inc.
This Contract is between the State of Ohio on behalf of the Department of Rehabilitation and
Correction ("ODRC") and MCI WORLDCOM Communications, Inc., on behalf of itself and its U.S.based affiliates and their respective successors (collectively, "MCI" or "Contractor").
1.
This Contract consists of and is governed by: (a) this document, (b) ODRC's Request for
Competitive Sealed Proposals ("RFP") #DRC05182004 for the Inmate CallOut Program and Related
Services ("ICOP Project"), issued May 18, 2004 and amended by Amendments Numbers I, 2, and 3,
dated May 27, June II, and July I, 2004, respectively (collectively, the "RFP"), and (c) Contractor's
proposal dated July 13,2004, in response to the RFP, as clarified or revised by Contractor's letters dated
July 20, August 2 & September 2, 2004 (collectively, the "Proposal"). The RFP and Proposal are
attached hereto and incorporated herein by reference.
2.
lIDs Contract is the complete and exclusive statement of the agreement and understanding
between the Contractor and ODRC concerning the ICOP Project. In the case of conflicting provisions
between this document, on the one hand, and the RFP or the Proposal on the other hand, this document
shall control. The general terms and conditions of the Contract are contained in RFP Section 3 and
Contractor's responses to RFP Section 3, set forth in Section XVI of Contractor's Proposal (collectively,
the "General Terms and Conditions"). In the case of conflicting provisions within the General Terms
and Conditions, the Contractor's Proposal responses to RFP Section 3 shall control. Without limiting
the foregoing, ODRC and Contractor expressly agree as follows for the avoidance of doubt:

a Statement of Work [RFP 3.1.1]. If applicable, in connection with any instructions or requests
that ODRC issues under RFP 3.1.1, Statement of Work, Contractor may request a Change Order from
ODRC in accordance with RFP Section 3.2.11, Changes.
b. Equipment Installation [RFP 3.1.2]. lfthe Contractor's failure to meet the equipment installation
completion date specified in RFP Section 1.9, Calendar of Events, is due to (i) ODRC's failure to meet
its own obligations in a timely fashion, or (ii) any other cause specified in RFP Section 3.2.12,
Excusable Delay, then the Contractor will not be in breach of the Contract, and the completion date will
be extended by the same amount of time as the delay caused by ODRC or other such cause.
c. Record Keeping [RFP 3.2.2]. Upon request of the ODRC, the Contractor, at its own expense,
will make available any ICOP-related records. Any such ODRC request shall be on reasonable prior
notice and during customary business hours, and Contractor· shall have the right to designate any such
records as confidential, proprietary, trade secret and/or legally privileged, in accordance with applicable
law.
d. Audits [RFP 3.2.3]. Prior to any audit by any third-party (i.e., not a State employee) authorized
representative of ODRC, Contractor may require such represeiltative(s) to execute Contractor's thenstandard Confidential Information Non-Disclosure Agreement.

OORC·\COP.KMMcG092904

e. Suspension and Termination [RFP 3.2.8]. Notwithstanding any contrary provision in RFP
Section 3.2.8 t Suspension and Terminationt prior to any termination for default Contractor shall be
entitled to receive notice and at least a thirty (30) calendar day opportunity to cure the alleged default.
f. Equipment Warranty [RFP 3.4.3].
The Contractor will pass through to ODRC the
representations, commitments and warranties t if anYt provided by its equipment and hardware
supplier(s)t to the extent the terms of such warranties pennit Contractor to do so. Contractor does nott
howevert make any independent representations t commi1ments or warranties regarding any such
equipment or hardware t express or implie<L either in fact or by operation oflawt statutory or otherwise t
including but not limited to any implied warranties of merchantability or fitness for a particular
purpose.
g. Injunctive Relief [RFP 3.7.5]. Nothing in this Contract is intended to limit either the
Contractor's or ODRGs right to injunctive relief if such is deemed necessary to protect its interests.
3.
Certain additional terms of the Contract are contained in RFP Section 5, leop System
Requirements t and Contractor's responses to RFP Section 5, set forth in Section VIII of Contractor's
Proposal (collectively, the "leop Requirements"). In the case of conflict within the ICOP
Requirements, such requirements set forth in RFP Section 5 shall control. Howevert the ODRC and
Contractor specifically agree that the Contractor's responses to the following provisions in RFP Section
5 shall control in the event of any conflict:
•
•
•
•

Items 5.9.l t 5.9.5 through 5.9.9 t (all untitled) in subsection 5.9 t Collect Call Services
Items 5.19.5 and 5.19.6 (both untitled) in subsection 5.l9 t Inmate Account Information
Items 5.27.3 and 5.27.5 (both untitled) in subsection 5.27 t Post Installation and
Expansion Requirements
Items 5.28.8 through 5.28.11 (all untitled) in subsection 5.28 t Prepaid Calling
Requirements

4.
Certain additional terms of the Contract are contained in RFP Section 6 t General Conditions, and
Contractor's responses to RFP Section 6 t set forth in Section XVII of Contractor's Proposal
(collectivelYt the "Sec. 6 General Conditions"). In the case of conflict within the Sec. 6 General
Conditions, such conditions set forth in RFP Section 6 shall control. Howevert the ODRC and
CO,ntractor specifically agree that the Contractor's responses to the following provisions in RFP Section
6 shall control in the event of any conflict:
•
•
•
•

Item 6.1.3 (untitled) in subsection 6.1 t Installation of the ICOP Equipment and
Software
Subsection 6.3 t Patching and Painting
Subsection 6.5, Security
Item 6.6.4 (untitled) in subsection 6.6, Safety

5.
This Contract shall be legally binding and effective as of the date of the last signature below;
provided, however, in light of the February 28 t 2005 ICOP equipment installation deadline specified in
RFP Amendment #2 as set forth in Sections 1.9, Calendar of Events, and 3.1.2, Equipment Installation:
a. The initial term of this Contract specified in RFP Section 1.5 t Expected Duration of the Contract,
shall continue for a period offour (4) years commencing February 25,2005; and

ODIle-lCOP.xMMc:G092904

2

b. Contractor's obligations to charge the ICOP inmate call rates and charges and to pay the
commission fees to ODRC, both as specified in Attachment 10 to Contractor's Proposal. shall become
effective on February 25, 2005.
Accordingly, until February 25, 2005, Contractor shall continue to charge the ICOP inmate call rates and
charges, and pay the commission fees to ODRC. in accordance with their Contract dated February 25,
2000, as amended (the "2000 ICOP Contract). Unless MCI and ODRC expressly agree in writing to a
different termination date, on February 25,2005 the 2000 ICOP Contract shall be deemed terminated by
mutual agreement of the parties.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their duly
authorized representatives, in duplicate originals, on the date(s) below.
STATE OF OHIO, DEPARTMENT
OF REHABILITATION AND
CORRECTION

CONTRACTOR:
MCI WORLDCOM
Communications, Inc.

B/2Jl~'------

Name: Reginald A. Wilkinson
Title: Director

Title: Senior Vice President
Date:

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1 ·

Date:

2004

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