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RI Contract with GTL 2007

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Global Tel*Link Corporation

2609 Cameron Street
Mobile, Alabama 36607
Tel. 251 4794500
Tel. 800 489 4500
Fax 251 3752049

This Inmate Telephone Service Agreement ("Agreement") is made by and between
Global Tel*Link Corporation, having its principal place of business at 2609 Cameron Street,
Mobile, Alabama 36607 ("Company") and Rhode Island [)epClEtl11 ent of c:orrecti()ns, ha\fin~
its principal place of business at 40 Howard Avenue, Cranston~-- RI 02920 ("P-remise
Provider") .
1. Reference. This agreement relates to a State concessions award under RFP
#7003587. Except where otherwise stipulated in this document, the parties agree to
abide by the provisions of the RFP and the Company's response to that RFP.

2. Term. This Agreement shall be in effect for three (3) years, beginning on August 1,
2007. This Agreement may be renewed, at the discretion of the Premise Provider, for
two (2) additional three (3) year terms.
3. Equipment. This Agreement applies to the installation, management, operation and
maintenance of inmate tele hones enclosures and related e ui ment furnished by the
Company as listed on Exhibit A at the time of execution of the Agreement 0
t e
erm 0 t is Agreement, whether eXisting, newly installed or renovated, located at various
correctional facilities on the John O. Pastore Government Center in Cranston RI (Facility)
and all other facilities under the control of Premise Provider.
Tbe term "Equipment" is defined herein as the inmate telephone setes) and related
equipment, including but not limited to guard posts, concrete pads, mast poles, and site
-preparation. Where guard posts, concrete pads, enclosures, pedestals, bumper pads, or
other property of the Company are installed upon the premises owned or controlled by
Premise Provider or any of Its agencies or affiliates, such property shall remain in all'
respects that of the Company. The Company reserves the right to remove or relocate
_equipmenlwhich is subjec.;ted to recurrin vandalism or insufficient tra ic d or revenueto
warrant the con Inua Ion of service. The Companysl1all nofexercise Slid, atiglit-of removal
or relocation unreasonably. The Company will notify the Premise Provider in writing of its
intention to remove or relocate prior to such action. Upon removal of equipment by the
Company, the Company shall restore said premise to its original condition, ordinary wear
and tear excepted. However, the Company shall not be liable for holes placed in walls,
pillars, or floors or other conditions on the premises which resulted from the proper
installation of equipment deSCribed herein. The Premise Provider may not make alteral:lons
at~achments to the Equipment prOVided under this agreement, unless otherwise mutually
agreed upon byail.parties.


4. Services. At· no cost to the Premise PrOVider, the Company shall prOVide all
management services necessary to implement this Agreement; and shall be responsible for

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Inmate Telephone Service Agreement

Global Tel*L1nk Corporation

installin, repairing and servicing the E uipmenti the establishment (if and to
the extent required by the Company and compliance with all tariffs and all rules,
regulations, orders and policies of federal and state regulatory authorities applicable to the
payphone and automated operator services provided by the CompanYi the establishment
and maintenance of all billing and payment arrangements with the local and interexchange
carriers; the processing of all telephone call records; the performance (alone or through
others) of all validation, billing, outclearing and collection services; and the handling of all
billing and other inquiries, fraud control, and all other services essential to the performance
of the Company's obligations under this Agreement. The Company reserves the right to
control unbillables, bad debt and fraud.
5. Rates. The telephone rate structure and surcharge rates, as indicated below, shall
not exceed the maximum rates as authorized by the state's telecommunication regulatory
authority and the Federal Communications Commission (FCC). Rates do not include taxes
and tax related surcharges; credits; billing and bl1ling recovery fees and any amount £he
Company collects for, or pays to 3 rd parties, including, but not limited to payments In
support of st9tutory or regulatory pmgrams mandated by governmental or quasigovernmental auth.orities such as the Federal Universal Service fee. Any rate changes
mandated by the state/local regulatory auffiorTty and/or the FCC which adversely affect this
Agreement shall entitle the Company to, at its option, renegotiate or cancel this Agreement
in accordance with Paragraph 18 below.


Proposed Collect Option 1
Single LATA State
$0.35 Plus
$0.03 per
$0.35 Plus $0.03 per



$0.35 Plus $0.03

$1.30 Plus $0.30 Per

per minute


$1 MOU

Proposed Collect Option 2
Single LATA State



$0.70 Flat

$0.70 Flat

$1.30 Plus $0.30 Per

$0.70 Flat

Inmate Debit Calling 10% Discount
Domestic Pre-Paid Card $5.00 Card


$1 MOU

$0.50 Per Minute

Until further written notification by the Premise PrOVider, Company will bill In accordance
with Option 2 above.
6. Records & Confidentiality. The Company shall maintain records sufficient to
permit proper determination, of funds due the Premise Provider. Such records shall be made
available to the Premise Provider for review upon request. During and after the term of this
Agreement, including any renewal period(s), the Company shall recognize and protect the

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Inmate Telephone Service Agreement

Global Tel*Link Corporation

confidentially of all information regarding the inmate telephone station location provided by
Premise Providerr including revenue and remuneration paid to the Premise Provider, and
shall notdisclose such information to any party other than the Premise Provider and the
Company, except through the express r written consent of the Premise Provider.
The revenue payment and reporting cycle will be a maximum of 45 days following the
end of tne previous month. Both summary and detail reports will be provided. The original
reports and payment will be mailed directly to the Premise Provider. The following
information will be provided for each location by telephone number:


minutes of use
of caII
usage and revenue

7. Further Assurances. During the term of this Agreement r including any renewal
period(s), Premise Provider agrees to:
(a}Reasonably protect the Equipment against willful abuse and promptly report any
damage, service faIlure or hazardous conditions to the Company.
(b}Provlde, at its expense, necessary power and power source r and provide suitable
spacer accessible to the users.

(c) Permit reasonable access to its respective facilities without char e
Company emp oyees or represena lves, patrons r or consignees.

prejudice to

(d}Premise Provider represents and warrants that he/she has legal authority to enter
into this Agreement and to make all decisions concerning the providing of space and
the installation and use of the Equipment at the Facility; and agrees that during the
term of this Agreement, including any renewal period(s)r the Company shall have the
exclusive right to provide inmate and/or payphone service at the Facility provided r
howeverr that the Company may choose not to exercise this exclusive right.
(e}Durlng the term of this agreement r Premise Provider agrees it will not allow other
pay telephones or inmate or tie Installed at tile faei~
property. This is to include any additional inmate telephones required to fadlTtate
Premise ProVider's expansion at it's present or future locatlon(s) during the term of
this Agreement and any extensions of this Agreement.

8. Title.

Title to EqUipment hereunder shall be and at all times remain in the

9. Relocation. Equipment shall not be disconnected or moved by Premise Provider
from the location In which it is installed. By agreement of all partles r installed EqUipment
may be relocated by the Company.
Any notlce r demand r request, approval or other communication (a
"notlce r) which r under the terms of this Agreement or by law, must or may be given by
either partYr must be in writing, and must be given by personally delivering or mailing the
--_",,:,rrlc by registered or certified mail, return receipt requested r to the respective parties as

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Inmate Telephone Service Agreement

Global Tel*L1nk Corporation

To Company:

To Premise Provider:

Global Tel*Link Corporation

Rhode Island Department of Corrections

2609 Cameron Street

40 Howard Avenue

Mobile, AL 36607

Cranston, RI 02920

Phone: (251) 479-4500


Fax: (251) 375-2049

Fax: 401-462-1481

ATTN: Dorothy Cukier

ATTN: Richard Frechette


1t.Governing Law.
The construction, interpretation and performance of this
agreement and all transactions under it shall be governed by the domestic laws of the State
of Rhode Island.
12.Indemnification & Conseguential Damages. Each party shall Indemnify the
other from any loss, cost, damage, expense, or liability arising out of the performance of
this Agreement and ta'used, in whole or in part, by the acts or omissions, negligence or
fault, of the indemnifying party, except to the extent such loss, cost, damage, expense, or
liability arises from the acts of omissions, negligence or fault of the other partYi prOVided,
however, that the Company shall not be liable for interruption of telephone service from any
Neither party hereunder shall be liable to the other for any consequential or Indirect loss,
including but not limited to loss of profits, telephone or business interruption, howsoever
caused and even if due to the negligence, breach of contract or other fault of the respective
parties. Contractor's liability under this Contract shall in no event exceed the total Contract
value or $500,000, whIchever is lesser.
13.Risk of Loss. The Company and its i.nsurers, If any, shall relieve Premise Provider
of all risks of loss or damage to the Equipment during the periods of transportation,
installation and operation of the Equipment. However, Premise Provider shall be responsible
for loss or damage to Equipment in its possession caused by fault or negligence of Premise
Provider or its employees. Company will provide Premise Provider with a certificate of
insurance naming the State of Rhode Island as Certificate Holder and Additional Insured.
In the event any party shall be in breach or default of any terms,
conditions, or covenants of this agreement and such breach or default shall continue for a
period of thirty (30) days after the giving of written notIce thereof to any party by the other,
then In addition to all other rights and remedies of law or equity or otherwise, the offended
party shall have the right to cancel this agreement without charge of liability.
1S.Assignment. This agreement shall inure to the benefit of and he binding upon the
parties and their respective successors and assigns; prOVided, however, that neither party
shall assign this Agreement or any interest herein without the other's prior written consent,
except that the Company shall have the right to assign this Agreement or any interest
herein at any time to any parent, successor, subsidiary, or affiliate of the Company without
the consent of the Premise Provider.
16.Independent Contractor. The Company acknOWledges that it is an Independent
contractor and that nothing contained in this Agreement or the relationship of the parties is

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Inmate Telephone Service Agreement

Global Tel*L1nk CorporatIon

intended to or shall create a partnership or joint venture or agency relationship of any kind
between the parties. This agreement shall not be constructed as a contract of agency or
employment. Company shall be solely responsible and liable for compliance with all laws,
rules and regulations and payment of all wages, unemployment, social security and other
payroll taxes relating to Company's employees including contribution from such persons,
when required by law.
17.Solicitation. The Premise Provider acknowledges that no officer or employee of the
Company has been employed, induced, or directed by Premise Provider to solicit or secure
this agreement with the Company upon agreement, offer, understanding, or implication
involving any form of remuneration whatsoever. Premise Provider agrees, in the event of
an allegation of substance (the determination of which will be solely made by the Company)
that there has been a Violation hereof, Premise Provider will cooperate in every reasonable
manner with the Company in establishing whether the allegation is true. Not Withstanding
any provisions of this agreement to the contrary, If a violation of this provision is found to
have occurred and is deemed material by the Company, the Company may terminate this
lS.Force Majeure. Neither party to this Agreement shall be responsible or liable to the
other for delays or inability to act or perform their obllgations under this contract due to
circumstances, events or acts of others beyond their reasonable control, including, but not
limited to, acts of God, fire, flood, storm, hurricane, tornado, theft of equipment, or changes
in regulatory rules or regulations affecting the ability of either party to reasonably carry out
its obligations under this Agreement. It is agreed and understood that this Agreement will
be subject to termination by either party upon sixty (60) days notice to the other should
there be imposed upon Premise Provider or Company any rule or regulation by any state,
federal or local regulatory agency which would substantially adversely affect the operation
of the equipment or service§ provided hereunder.
19. Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall In all respects be governed by the substantive law of the State of Rhode
Island including all matters of construction, validity and performance, but Without giving the
effect of choice-of-Iaw principles.
20.Dispute Resolution. Premise Provider and Company agree that any disputes or claims
arising under this Agreement shall be resolved through alternative dispute resolution means
in the following manner:
(a)Initially, the parties shall engage in non-binding mediation. Mediation shall be held
in Providence, RI, USA or such other site as is mutually agreed to by the parties.
The mediator shall be jointly appointed by the parties and shall have expertise in
commercial dispute resolution.
(b)In the event the dispute or claim is not satisfactorily resolved through mediation
within 90 (ninety) days of notice of such claim or dispute by a party, the parties
agree to submit such dispute or claim to binding arbitration. Arbitration shall be held
in PrOVidence, RI, USA or such other site as is mutually agreed to by the parties. If
Premise Provider is a foreign (non-US) corporation and delivery of the goods under
this agreement is to a foreign (non-US) destination, then the commercial arbitration
rules of the International Chamber of Commerce shall apply. In all other instances
the commercial arbitration rules of the American Arbitration Association shall apply.
Any judgment, decision or award by the arbitrators shall be final and binding on the
parties and may be enforced in any court having jurisdiction over a party against
whom any such judgment, decision or award is to be enforced. The parties

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Inmate Telephone Service Agreement

Global Tel*L1nk Corporation

specifically and knowingly waive any rights under State or Federal constitutions or
statutes which grant a party the right to trial by jury for any claims that might arise
under this agreement or which purports to give a party the right to appeal an
arbitrator's judgment, decision or award.
(c) The parties shall bear their own costs and expenses (including attorney's fees) for
any mediation or arbitration, unless otherwise directed by the mediator or arbitrator.

21.Entire Agreement. This Agreement constitutes the entire agreement between the
Premise Provider and the Company and supersedes all other agreements between the
parties pertaining to the subject matter hereof.
22.Amendment. No course of dealing between the parties, their employees, agents or
representatives, shall vary any of the terms hereof. This Agreement may be modified,
amended, or supplemented only by a written agreement executed by the parties.
23.Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which shall be one and the same contract.
IN W~~ WHE~~ing Agreement has been executed by the parties hereto,
-aay of
, 2007.

Premise Provider


Global Tel-Link c ~ Rhode Island Department of Corrections






=o-~ Q JJJ=C







Name: Jeffrey B. Haidinger
Title: President-Services

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Ashbel T. Wall II
Director of Corrections

Inmate Telephone Service Agreement

Global Tel*Link Corporation

Exhibit A
Adult Correctional Institutions, Rhode Island Department of Corrections
Facility Name
40 Howard Avenue
Facility Address
Cranston, RI 02920
City, State, Zip Code
Actual on-site equipment:
The installation of software and/or hardware on Company provided EqUipment is not
approved. System conditions can change and become unstable with the addition of
software other than that installed by the Company. The Company does not warranty,
troubleshoot, or maintain any system that contains software installed by a third party. The
Company assumes no liability for any data stored on the EqUipment which is not directly
related to the Services prOVided under this Agreement.
Company also does not furnish, maintain or prOVide consumables for peripheral equipment
associated with the Inmate Telephone System. Consumables consist of Items such as
printer paper, cassette tapes, compact disks, etc.
List of On Site EqUipment

LazerPhone Platform with Full Contract Term Storage

5 years online storage
Full-time Service Administrator On Site

$15,000 cap for JMS Interface
3 Workstations 13 VPN Licenses

10 Laptops

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Inmate Telephone Service Agreement

Global Tel*Unk
2609 Cameron Street
Mobile, Alabama 36607
Tel. 251 4794500
Tel. 8004894500
Fax 251 3752049

Company and Premise Provider agree and stipulate that Company has no
responsibility to advise Premise Provider with respect to any applicable law,
regulation, or guideline that may govern or control telephone call recordation or
monitoring by Premise Provider, or compliance therewith.

Premise Provider has its

own legal counsel to advise it concerning any and all such applicable law, regulation,
or guideline, and compliance therewith.

Company disclaims any responsibility to

provide, and in fact has not provided, Premise Provider any legal advice concerning
such applicable law, regulation, or gUideline, or compliance therewith.


Provider agrees to indemnify, defend, and hold Company harmless from any liability,
claims, suits, proceedings, damages, costs, and expenses (including



relating to any claims made against Company by any person arising out of failure of
Premise Provider to comply with such applicable law, regulation or guideline.

Premise Provider and Company also agree and acknowledge that all call detail






records (CDRs) and call recordings contained in the inmate telephone system
equipment provided by Company to Premise Provider are the exclusive---prop-erty of
the Premise Provider for the term of this Agreement and any resulting extensions of
this Agreement.


Richara J. Frechette



Rhode Island Department of Corrections
Office of the Director
40 Howard Avenue
Cranston, RI 02920
Voice (401) 462-2611.
Fax (401) 462-2630

To whom it may concern:
We have entered
v.endor, to act as
exchange carrier,
institutions located

into an agreement with Global Tel*Link, Corp., private pay phone
our communications representative with Verizon, Inc., Ideal telephone
for inmate telephone services located at the various correctional
at the John O. Pastore Government Center.

Under the terms of this agreement and by this letter, we do hereby authorize Global
Tel*Link, Corp. to do the following:

request disconnection of existing coin telephones
install pay phones on their own behalf

This authorization does not preclude our ability to act in our own behalf when we deem

Richard J. Frechette
Interdepartmental Policy Coordinator for Prisoner Reentry
RI Department of Corrctions