Prison Phone Justice

CONTRACT FOR CORRECTIONAL AND NON CORRECTIONAL PUBLIC PAYPHONES
FOR THE STATE OF SOUTH CAROLINA
BETWEEN
SOUTH CAROLINA BUDGET AND CONTROL BOARD
AND
SPRINT PAYPHONES SERVICES, INC.

CONTRACT NO. OIR.2000.07CONTR
~

MARCH 2000

STATE OF SOUTH CAROLINA )
)
COUNTY OF RICHLAND
)

CONTRACT FOR CORRECTIONAL AND
NON-CORRECTIONAL PUBLIC PAYPHONES
FOR THE STATE OF SOUTH CAROLINA

Tms AGREEMENT is entered into this 21rt'day ofMarch, 2000, by and between Sprint
Payphone Services, Inc. (CONTRACTOR), with its principal offices located 6440 Sprint Parkway,
Overland Park, KS 66251, Mailstop KSOPHM0316, and the South Carolina Budget and Control
Board, by and through the Office of Infonnation Resources (STATE or OIR), with its principal
offices located at 4430 Broad River Road, Columbia, South Carolina 29210.
WHEREAS, in May, 1999, the STATE issued Request for Proposals Number 2000'-07 (RFP)
soliciting competitive sealed proposals for Public Payphone Equipment and Services for the State of
South Carolina which is attached hereto as Exhibit 1 and incorporated verbatim in this contract; and
WHEREAS, this solicitation was for the purposes of replacing all payphone equipment and services
under existing contracts with BellSouth, AT&T, GTE, Sprint United Telephone Company, Rock Hill
Telephone Company and Fanners Telephone Company; and
WHEREAS, this solicitation also requires that, as new locations are identified, payphones can be
added at these locations by the STATE at the then current commission rate or at whatever higher
commission rate may be agreed to by the parties; and
WHEREAS, the STATE issued the First Amendment to the RFP on July 6, 1999 consisting of an
initial set of questions numbered 1 to 101 and additional questions numbered 1 to 13 plus a portion
entitled Additional Changes by the State containing 7 items and five (5) attachments together attached
hereto as Exhibit 2 and incorporated verbatim in this contract; and
WHEREAS, the STATE issued the Second Amendment to the RFP on July 15, 1999 consisting of
questions numbered 1 to 3 and Additional Changes by the State containing two items which are
attached hereto as Exhibit 3 and incorporated verbatim in this contract; and
WHEREAS, on July 26, 1999, the CONTRACTOR submitted to OIR both its technical proposal
(consisting of a large, white, three ring binder) which is attached as Exhibit 4 and a separate business
proposal (consisting of a completed Attachment 4 to the RFP for all lots and the RFP Tenn and
Certification fonn), which is attached as Exhibit 5 and both are incorporated verbatim in this contract,
in which CONTRACTOR agreed among other things to be bound by the terms and conditions ofthe
RFP during the tenn ofthe contract as fully set forth in the RFP; and

Page 2

WHEREAS, the STATE wrote to CONTRACTOR on September 8, 1999 and the CONTRACTOR
responded on September 9, 1999, which response is attached as Exhibit 6 and incorporated verbatim
in this contract; and

WHEREAS, the STATE infonned CONTRACTOR by letter dated September 17, 1999 that it had
been selected to provide public payphone equipment and services for both correctional and noncorrectional locations, and to pay the STATE a commission on all calls made from these locations.
This letter is attached as Exhibit 7 and incorporated verbatim in this contract; and
WHEREAS, based upon and in reliance ofthe CONTRACTOR'S proposal, the S~A:-TE awarded
the proposal to the CONTRACTOR pursuant to Section 1-11-430 of the South Carolina Code of
Laws, as amended.

NOW, THEREFORE, BY THESE PRESENTS, and upon the consideration of the mutual
promises, covenants, and other consideration herein set forth, the adequacy and sufficiency ofwhich
is hereby acknowledged between the parties, it is agreed as follows:
1. AS TO BOTH PARTIES
1.1

DURATION/OPTION TO EXTEND
The tenn of the contract shall be for a period of five (5) years from the date of final
acceptance by the STATE ofthe payphone equipment and services requested herein. In the
absence ofthe completion of acquisition process for a new contract following expiration of
this contract, or for any other reason a new contract has not been executed, the STATE
reserves the right"to continue with this contract on a month to month basis by written notice
to the CONTRACTOR at same commission rate and other tenns and conditions as herein set
forth.

1.2

WAIVERSIBREACH
No tenn or provision hereof shall be deemed waived unless breach hereofis waived in writing
and signed by the party claimed to have waived and consented. No consent by any party to,
or waiver of, a breach by the other, whether expressed or implied, shall constitute a consent
to, or waiver of, or excuse for, any different or subsequent breach.

1.3

CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE

Page 3

The contract between the parties shall consist of this contract document executed by the
parties and all Exhibits including items 1 to 7 set forth in the Recitals above. In the event
there is a conflict between the documents comprising the contract between the parties, the
order ofpriority shall be: (1) this contract document including the negotiated changes to the
RFP and Proposal, attached hereto as Exhibit 8; (2) the amendments to the RFP listed in
items 2 and 3 of the Recitals above; (3) the STATE's letter to the CONTRACTOR dated
September 17, 1999; (4) CONTRACTOR'S Letter to the STATE dated September 9,1999;
(5) the RFP; and (6) the CONTRACTOR'S Proposal (Exhibits 4 and 5), so that the lower
numbered item herein would take precedence over the higher numbered item. This contract
is subject to all ofthe provisions ofthe Procurement Code, S.C. Code Section 11-35-10 et
seq.

1.4

CHANGE IN LAW
In the event and to the extent that a change in the laws, regulations or rules governing the
performance of this contract adversely affect either party, that party may be entitled to an
adjustment in the terms ofthe contract to compensate for such change. The parties agree to
negotiate such adjustments in good faith.

2. AS TO CONTRACTOR
2.1

SCOPE OF WORK
The CONTRACTOR hereby agrees to, in total and complete satisfaction ofthe requirements
ofthe RFP and this contract, and in a first class manner, to fully and completely perform all
services and supply all materials in the RFP, any amendments thereto including the responses
to questions and the letter to Mike Jewell, as Vice President of CONTRACTOR from OIR's
Director dated September 17, 1999. The CONTRACTOR warrants that it has met all the
requirements ofthe STATE in its RFP and will continue to meet all the requirements of the
STATE throughout the performance of its duties hereunder and until final acceptance and
through the warranty and throughout the term ofthe contract. In the event that there are any
disagreements between the parties with regards to the requirements of the STATE, arising
from any interpretation of the RFP, this contract, or otherwise, CONTRACTOR agrees to
defer to the reasonable interpretations of the STATE as, from time to time, may be made by
the STATE. Ifthe CONTRACTOR does not agree with the interpretation of the STATE,
the CONTRACTOR will notify the STATE in writing within fifteen calendar (15) days of
. receipt of the interpretation. The parties will meet promptly to discuss the issue. If the
parties are unable to negotiate a solution, the issue shall be submitted and resolved pursuant
to South Carolina Code Section 11-35-4230.
2.1.1

The CONTRACTOR will fully, completely and satisfactorily perform all services and
supply all materials in the RFP including, but not limited to, those items set forth in
Page 4

Part 3, "Technical Specifications," appearing at pages 25 to 84 ofthe RFP, and as set
out in the CONTRACTOR'S response to these specifications. The CONTRACTOR
understands and agrees that it has the duty to perform and, in all respects, conduct
itself under this contract in good faith and with fair dealing pursuant to S.C. Code
Section 11-35-30 (1976). The CONTRACTOR agrees to pay the STATE forty eight
and eighty four hundreds percent (48.84%) commission on all billed, collected or not
collected, amounts including all elements (e.g. usage, surcharges, etc.), and further
the CONTRACTOR agrees that the STATE, or any agency thereof, will pay no funds
to the CONTRACTOR under this contract.
2.1.2

The CONTRACTOR agrees that it will impose charges on all calls from noncorrectional payphones at rates not to exceed those for an identical call charged by
BellSouth for local calls, BellSouth for intraLATA calls, and AT&T for interLATA,
interstate, and international calls. For this purpose, rates include both usage and
surcharge.

2.1.3

The CONTRACTOR further agrees that it will impose charges on all calls originating
from correctional facilities at rates not to exceed those set forth in the RFP at Section
3.28 as follows:

DESCRIPTION

LOCAL

INITIAL MINUTE .,-lS.
SURCHARGE
.84
ADDITIONAL
N/A
MINUTES
2.1.4

2.1.5

INTRA-LATA INTER-LATA
INTERSTATE
:.~Q

_J~

1.50

2.95
.35

~35

As set forth in the RFP, all commissions on calls made from payphone located on
state-own.ed or state-leased property are to be paid directly to OIR. The
CONTRACTOR agrees that in the event so instructed by OIR, and at no additional
cost, the CONTRACTOR will calculate and distribute commissions to the individual
agencies rather than to OIR. The only exception to making payments directly to OIR
is when a local or regional government participates under,Jhis contract. If so
instructed by OIR, commission payments will be made directl1. that local or regional
government agency.

The only other exception to the implementation schedule and commission rates set
forth above are the payphones located at the Department of Juvenile Justice's
detention centers. The parties agree to negotiate a separate implementation schedule
and commission rate for these locations upon installation of all other correctional and
non-correctional payphones.

Page 5

&or

·

.
2.2

FINAL IMPLEMENTATION PLAN
The CONTRACTOR shall be responsible for the preparation and implementation of final
implementation and installation plans for payphone equipment and service at both correctional
and non-correctional location. These final plans shall be coordinated through and developed
in conjunction with OIR and South Carolina Department of Corrections (SCDOC) to insure
that final installation of all equipment/services is accomplished in a manner to minimize
interference with normal operations and to be completed at all correctional facilities by no
later than January 31, 2000and at all non-correctional locations by no later than April 30,
2000. The final plan for correctional facilities has been submitted to OIR prior to the
execution ofthis contract, and for non-correctional locations shall be submitted to OIR no
later than February 15,2000. The CONTRACTOR will only be required to include in this
plan an installation date for those locations provided to the CONTRACTOR prior to
December 31, 1999. Other locations will be installed in reasonable time after the
CONTRACTOR is given notice of such locations by the STATE. The final implementation
plans shall address all items listed in the preliminary implementation plan set forth in the
CONTRACTOR"S technical proposal at Tab 8 and shall include final completion dates for
all implementation steps. Failure to meet the Final Implementation Schedule as finally agreed
between the parties will be considered a breach of this contract and the STATE may seek
compensation from the CONTRACTOR for the actual damages sustained by the STATE as
a result of such failure.

2.3

STATUS AS INDEPENDENT CONTRACTOR
The CONTRACTOR'S status shall be that of an independent contractor and not as an agent
or employee ofthe State of South Carolina.

2.4

DESIGNATION OF SUPPLIERIAVAILABILITY OF AND SUPPLIERS
The CONTRACTOR agrees to use T-NETIX, its technologies and personnel, as its
subcontractor as set forth in CONTRACTOR'S letter to the STATE dated September 8,
1999. and further that any equipment and software selected for use by the CONTRACTOR
to be used in the performance ofthis contract must be installed and successfully operating in
the U.S. market by September 1, 1999, and must represent the CONTRACTOR latest
technology and be capable of a demonstration as may be required. No replacements or
substitutions ofthe individuals designated by the CONTRACTOR or any ofits subcontractors
shall occur except upon the prior, written, consent of the STATE. It is further agreed that
any proposed replacement will have the same or greater knowledge, training, experience and
skills as the individual being replaced.

2.5

YEAR 2000 COMPLIANCE

Page 6

As set forth in Section 2.10 ofthe RFP, the CONTRACTOR warrants that all the hardware,
software and services used, communicated with and/or provided under this contract, including
but not limited to, information technology, embedded systems, or any other electromechanical or processor based system, when used in accordance with its associated
documentation, is capable of accurately processing, providing and/or receiving date data
from, into, and between the 20th and 21 st centuries, and the years 1999 and 2000, including
leap year calculations. The warranty set forth herein, and in Section 2.10 of the RFP, shall
survive the expiration or termination of this contract.

2.6

NONASSIGNABIT.ITY
The CONTRACTOR shall not assign any interest in this contract without the prior written
consent of OIR.

2.7

INDEMNIFICATION
The CONTRACTOR, as part of its duty of indemnification, is required to defend and hold
harmless OIR or the STATE from any costs arising out ofthe prosecution or defense of any
action arising out of the CONTRACTOR'S performance under this contract. The
CONTRACTOR shall notifY OIR ofthe filing of any such litigation. OIR shall have the right,
but not the obligation, to participate in the litigation and, subject to prior review and
discussion, shall also have the right to ultimately decide matters concerning any litigation
arising out ofthe CONTRACTOR'S performance. The CONTRACTOR shall not settle or
compromise any claim without notice to and the consent of OIR, which consent shall not be
unreasonably withheld. The CONTRACTOR will, in all instances, bear its own attorney's
fees and expenses.

2.8

SECURITY FOR PERFORMANCEIDAMAGES
The CONTRACTOR shall supply security, not later than ten (10) days following execution
ofthis contract by the CONTRACTOR, a performance bond as required pursuant to Section
2.6 ofthe RFP. Failure to supply the bond will constitute a material breach ofthis contract
and will allow the STATE to void the contract and/or seek such remedies as appropriate at
its sole discretion.

2.9

MEETING DURING CONTRACT TERMIPURPOSES
2.9.1

The CONTRACTOR shall meet with OIR and/or the STATE's designated
representative as necessary, but not less than quarterly to review the quality and level
of services being provided and to take corrective action as directed and approved by
OIR. The CONTRACTOR shall also advise OIR as to the following during these
meetings:

Page 7

·.

2.9.1.1 Follow-up to and status of any agreed upon corrective action resulting from
any preceding meetings;
2.9.1.2 Developments in the payphone equipment or services industry as a whole
including, but not limited to, new programs, commission trends, techniques,
models, and the like; and
2.9.1.3 Legal developments including, but not limited to, regulatory, administrative,
statutory, and judicial developments relating to payphone services
administration.
2.9.2

2.10

The CONTRACTOR understands and agrees that this contract for payphone services
is important and has public safety considerations and implications. In recognition of
the importance and size ofthis contract, the purpose ofthis provision is to provide to
OIR an ongoing, and thorough understanding of developments in these areas
nationwide. The CONTRACTOR shall meet with the STATE at least two (2) times
a year for the purpose of keeping the STATE abreast of trends, developments, and
any other information which may be useful in connection with the payphone activities
provided for hereunder, for the purpose, among others, oflearning about activities,
programs, techniques or similar matters which the STATE may consider adopting for
its program. The STATE agrees that the CONTRACTOR shall not be liable to the
STATE for any damages of any kind based on any failure, or alleged failure, to
comply with this provision.

NON-DISCRIMINATION
The CONTRACTOR agrees that personnel performing services under this contract will not
be discriminated against on the basis of race, sex, age, religion, national origin, or handicap
and to comply with the requirements ofthe Americans with Disability Act or other applicable
laws concerning the provisioning of the services hereunder.

2.11

DUTIES UPON TERMINATION
The CONTRACTOR shall provide full cooperation to OIR and any subsequent payphone
services contractor so that the transition to a subsequent contractor will be speedily and
efficiently accomplished without any interruption or other disruption in call processing,
including providing all materials generated during the existence of the contract which would
. assist with the transition to another contractor. The CONTRACTOR shall provide OIR with
a standard magnetic tape file, or other standard magnetically stored record in computer
reproducible form within ten (10) working days following notice of termination of the
contract for any reason of all data in the possession of the CONTRACTOR generally
maintained by the CONTRACTOR or as required by this contract. This shall be provided
without cost to the STATE.
Page 8

. t

2.12

DUTY TO PROVIDE DRUG-FREE WORK PLACE
The CONTRACTOR, pursuant to South Carolina Code 44-107-30, certifies that it provides
a drug-free work place and will do so throughout the duration of this contract.

3. AS TO THE STATE
3.1

COOPERATION
The STATE agrees to cooperate with CONTRACTOR, as requested, and to make available
from its then existing resources staff, information, access to facilities, arid -other similar,
suitable resources to CONTRACTOR to assure satisfactory performance of its obligations
under this contract.

The signatories hereunder warrant and declare that they are duly authorized to execute this
contract by virtue oftheir position and title or are signing on behalf oftheir respective entity by virtue
and strength of a resolution duly considered and passed by a duly authorized and constituted authority
or body oftheir respective entity and that, furthermore, it is stipulated and agreed by the parties that
this contract shall be binding upon their respective entity, officers, agents, affiliated organizations,
shareholders and the heirs, successors and assigns of each.

, WITNE~SES~

SPRINT PAVPHONE SERVICES, INC.
By
Title:

R~ tJ. D,4Q<GU-< ~~
/~6S/ a<S<J"0 &1'C.~/E7< ~Tl-IU:C7:t03/,1 f-/() D

Date:

)

I

STATE BUDGET AND CONTROL
BOARD OFTICE OFffiFORMATION

~ :SO;~~
JrfI.

Title:

~f~
.

Date:

~M!:.. EC- r~~
;3

It z( 00

I

Page 9