State of Washington

Department of Corrections
Contract No. CDOC6840

This Contract for offender phone equipment and services and associated
offender monitoring and recording equipment and services (this "Contract") is made as
of the date of last signature by the parties, by and between FSH Communications, LLC,
a Limited Liability Company ("Contractor") and the State of Washington acting by and
through its DEPARTMENT OF CORRECTIONS ("DOC"). Throughout this Contract,
DOC or Contractor may individually be referred to as "Party" or together as "Parties."
RECITALS
Pursuant to authority delegated to DOC by the state of Washington, Department
of Information Services (DIS); DOC issued a Solicitation Number CRFP6446 dated
August 1, 2005, (the "Solicitation") whereby DOC sought responses from prospective
vendors to acquire offender telephone service in order to replace an existing contract for
offender telephones located in facilities owned or operated by the DOC or contractors
on its behalf which may be increased or decreased by the DOC during the term of the
Contract.
Contractor is in the business of providing phone service within the meaning of
Section 276 of the Telecommunications Act of 1996. In response to the Solicitation,
Contractor submitted its response to provide certain telephone services for DOC
offenders.
This Contract embodies the terms and conditions mutually acceptable to the
Parties for the provision of the Services defined below.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein, the Parties hereby agree as follows:
PART I. - SPECIAL TERMS AND CONDITIONS
Section 1.01

DEFINITIONS

As used in this Contract, the capitalized terms contained in Appendix 1.01 shall
have the respective meanings set forth therein.
The name assigned to this Contract and the part and section captions used
herein are for convenience of reference only and shall not affect the interpretation or
construction hereof. Unless otherwise specified, (a) the terms "'hereof," "herein" and
similar terms refer to this Contract as a whole and (b) references herein to "Parts" or
"Sections" refer to parts or sections of this Contract. The use of words in the singular or
plural, or with a particular gender, shall not limit the scope or exclude the application of
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any provision of this Contract to such Person or Persons or circumstances as the
context otherwise permits. Time is of the essence in the performance of the Parties'
respective obligations. Unless otherwise specified, all references to money amounts are
to U.S. currency. All references, if any, to generally accepted accounting principles
means to GAAP and all accounting terms, if any, not otherwise defined in this Contract
have the meanings assigned to them in accordance with GAAP.
Section 1.02

APPENDICES, EXHIBITS AND ATTACHMENTS

The appendices, exhibits and schedules to this Contract attached to this Contract
are incorporated by this reference into this Contract.
Section 1.03

CONTRACTOR AND SUBCONTRACTORS

DOC agrees that portions of the Services performed under this Contract may be
performed by Contractor and portions may be performed by DOC approved
Subcontractors. DOC hereby grants to Contractor, subject to the regulations of the
FCC, the authority to select and contract with the carriers that provide local, interLATA,
intraLATA, and interstate and international calls from the offender, subject to the
approval of DOC. As of the date hereof, the Subcontractors under this Contract are as
follows: (i) Value-Added Communications (VAC) (Focus 100 digital inmate call control
platform including integrated monitoring and recording), (ii). Global Tel*Link Corporation
(GTL) (long distance services as well as direct facility support and services via the
Focus 100 platform and using their own offender telephone equipment), and (iii)
Paragon Communications Services LLC (installation and maintenance of
telecommunications equipment under contract with GTL). The foregoing
notwithstanding, Contractor may provide any of the Services currently contemplated to
be subcontracted to the Subcontractors described above, provided that the rates, prices
and charges for such Services are no higher than those permitted under Section 3.01
below and that Contractor satisfies all of its other obligations under this Contract with
respect to the provision of the Services. Any substitute or additional Subcontractors will
be listed on the attached Appendix 6.01.3 in accordance with the provisions of Section
6.01.3 below.
PART II. - SERVICES
Section 2.01

SCOPE OF WORK

Contractor agrees to provide to DOC and DOC agrees to grant the authority for
Contractor to provide for DOC correctional facilities the services described in Appendix
2.01 attached hereto (individually, a "Service", and collectively, the "Services");
provided. The work contemplated under this Contract shall include all labor, materials,
the transportation, equipment and other activities for, and reasonably incidental to,
making the Services operational. It also includes furnishing, installing, interfacing,
operating, maintaining, and billing (if applicable) the Services described in this Contract
and the appendices, exhibits and other attachments hereto. Silence of the Contract

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regarding delivery of Services normally offered with respect to the deliverables
requested in the Contract does not constitute any waiver of Services by DOC.
Without limiting any of the requirements contained in Appendix 2.01, Contractor
agrees to: (a) provide local and long distance (intrastate intraLATA, intrastate
interLATA, interstate, and international) telephone service for all offender phones at
Contractor's expense; (b) install, maintain, and keep in operation all offender phones
connected to the Focus 100 equipment, associated equipment, hardware, and
enclosures, as specified in Appendix 2.01, at Contractor's expense; (c) install as
required and maintain monitoring and recording systems at designated DOC
correctional facilities at no cost to DOC; (d) provide initial new product and refresher
training to DOC personnel as reasonably requested by DOC on the operation of
monitoring and recording systems at Contractor's expense; (e) service and repair all
offender phones and associated equipment at Contractor's expense; (f) retain
ownership of all offender phones, monitoring and recording systems, associated
equipment, hardware, software and enclosures provided by Contractor; (g) provide
such personal background data as is required by DOC on any Contractor personnel
intending to enter a correctional facility; (h) provide, within sixty (60) days of the close of
Contractor's fiscal year, an annual inventory of telephone numbers of all offender
phones and the DOC facility in which each such Offender Phone is located; and (i)
update all software and hardware used in connection with the Services rendered to
DOC facilities including, but not limited to, the monitoring and recording systems, to be
compatible with the most current version of Microsoft Windows operating system,
provided the same after such upgrades is compatible with the existing systems utilized
by DOC, including but not limited to, all existing data storage, and provide on-site
training to all DOC personnel regarding such upgraded software and hardware.
During the Term of this Contract, Contractor shall replace or keep in operation,
and maintain the entire offender phones currently located in DOC facilities at such
levels that will ensure regular usage by inmate population. Contractor will conduct
periodic traffic studies to determine average use, and in the event that said studies
support an increase or decrease of offender phone count at a DOC facility, Contractor
will make the necessary change after written notification to and approval by DOC. The
foregoing notwithstanding, Contractor shall remove any offender phone requested to be
removed by DOC. Before Contractor is required to install any new offender phone,
Contractor must first receive written authorization from DOC. It is understood that
offender phones are located at DOC prison and work release facilities; and that such
facilities may open or close during the contract term.
Contractor may request that DOC consider allowing Contractor to remove certain
offender phones that Contractor claims to be uneconomical to Contractor; provided,
however that this provision does not create any right in Contractor to have any such
offender phone removed, and the decision of whether to remove such offender phones
shall be made by DOC in its sole discretion.
Unless a longer period is mutually agreed to by the Parties, Contractor shall
install any new offender phone within thirty (30) days of the delivery to Contractor of a
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Written Authorization (as described below) directing Contractor to install such new
offender phone. The foregoing notwithstanding, subject to the prior written consent of
DOC, which shall not be unreasonably withheld, Contractor may request a period of
time longer than thirty (30) days to install a particular new offender phone that
Contractor cannot reasonably install, within such thirty (30) day period. It is understood
that to install a new offender phone the DOC must ensure that the proper conduit,
station wiring, and electricity as required and as described in Section 6.18, DOC
Covenants, is installed to support the use and location of the offender phone.
All Equipment, including, but not limited to, all offender phones, shall be new or
"Like-New", except for Equipment already in place and previously installed under prior
contracts between DOC and Contractor. Contractor agrees that all of the Equipment
used by Contractor, or its Subcontractors shall be identical, equivalent or better to that
equipment described in the Solicitation, unless DOC consents in writing to any different
equipment, which consent will not be unreasonably withheld.
Contractor shall list on all offender phones the written information which is normal
and customary in the industry to be listed on such offender phones or as required by the
DOC, provided, however, that any information listed on any offender phone is subject to
DOC’s prior written approval.
Contractor agrees that all of the Services shall be turnkey.
Section 2.02

ORDERS FOR ADDITIONAL SERVICES

A written authorization to implement Additional Services (a "Written
Authorization"), delivered by DOC to the Contractor, shall be used to order Additional
Services beyond the Initial Service (not including requests for additional offender
phones), and to request any changes or additions to the Services. Such Written
Authorization shall specify the quantity, service dates, and other operational parameters
of the requested Services. DOC may require Contractor to assist in the preparation of
such Written Authorizations by providing necessary Services description, operating
parameters, and/or interface information to the extent that Contractor and
Subcontractors can provide such assistance. Contractor shall provide this assistance at
no added cost to DOC. Each such Written Authorization shall be approved and issued
only by DOC.
Section 2.03

NEW TECHNOLOGY

When new technology, either equipment or services related to the Services,
becomes available, Contractor agrees to notify DOC within a reasonable time after such
availability so that DOC can consider whether such new technology should be utilized
by Contractor in rendering the Services. DOC shall have the option, in DOC's sole
discretion, to have such new technology utilized by Contractor to render the Services as
soon as practical or at such later time as DOC shall determine; provided that the Parties
mutually agree that such new technology does not materially increase Contractor's
costs of rendering the Services to be affected by such technology.
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In considering whether or not to extend the term of this Contract after the Initial
Term, DOC may consider the need for utilizing new technology during any such
Extended Term. If the use of such new technology will materially increase the costs of
Contractor rendering the Service, and DOC wishes to utilize the same and DOC elects,
in its sole discretion, to pursue, the Parties will attempt in good faith to negotiate
changes to this Contract to allow the use of the new technology. The foregoing
notwithstanding, any such new technology provided at DOC facilities must be
compatible with any existing Recording Media or other information related to the
Services and must result in any Recording Media related to offender phone Services
being admissible in any legal proceeding involving DOC. In addition, any change to this
Contract requiring the use of new technology at DOC facilities must provide for initial
new product and refresher training for DOC personnel in the use of the technology, at
Contractor's expense, provide for the installation and maintenance of any new
equipment and for any specialized environmental requirement related thereto.
Responsibility for such specialized environmental requirements shall be agreed upon by
the Parties.
Section 2.04

AVAILABILITY OF SERVICES

The Services to be provided under this Contract will be made available by
Contractor as directed by DOC.
PART III. - RATES AND COMMISSION
Section 3.01

RATES

Neither DOC nor any State Entity shall have any liability for the payment of the
calls placed from the offender phones. Neither DOC nor any State Entity shall be liable
for any costs or expenses in connection with the Services hereunder, it being
understood that all compensation to Contractor for rendering the Services hereunder
shall be from the amounts charged by Contractor to the users of the offender phones.
The rates and prices for the Services described in Appendix 3.1 shall be the total costs
to users of the offender phones, excluding applicable taxes or tariffed surcharges as
required by the State PUC or FCC, such Services shall be complete (i.e., Turnkey), and
any unspecified costs or expense for such Services shall be borne by Contractor.
The rates, prices and charges for the Services as described in Appendix 3.01
shall be the, maximum rates, prices and charges that may apply during the Initial Term
of this Contract. Upon mutual agreement of the Parties after the Initial Term of this
Contract, such rates, prices and charges shall be reviewed by DOC and Contractor to
determine if they should be modified based upon, among other factors, technology
changes, Commission payable under the next section, capital investment by Contractor,
and revenues and profitability to Contractor of the operation of the offender phones.

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Section 3.02

COMMISSION

In consideration of Contractor being given the opportunity under this Contract to
render the Services, and DOC’s agreements contained in this Contract, Contractor shall
pay to DOC the fees described in Appendix 3.01 (the "Commission"). Except for the
Commission payable by Contractor to DOC, Contractor shall not be liable to DOC or
any State Entity for any commissions or fees with respect to the Services Tendered by
Contractor under this Contract:
Contractor will pay the Commission directly to DOC, and shall notify the DOC
program administrator in writing of the amount and date of each such payment when
Contractor pays the same. DOC will provide to Contractor the address for DOC to which
the Commission shall be paid. Contractor shall pay the Commission owed by Contractor
hereunder to DOC on a quarterly basis, payable on or before the 30th day of January,
April, July and October of each calendar year during the Term. The first quarter’s
commission shall be prorated upon execution of the Agreement, payable at a daily rate
of thirteen thousand nine hundred and seventy-two dollars and sixty cents ($13,972.60).
Any Commission not paid to DOC when due shall bear interest at the rate of one
percent (1%) per month or, if less, the maximum rate allowed by law, until the same is
paid in full.
Section 3.03

TAXES - FEDERAL AND LOCAL

Neither DOC nor any State Entity will be liable for any taxes accruing or coming
due as a result of this Contract, whether federal, State, or local, and Contractor shall be
responsible for any such taxes.
PART IV. - TERM.
The initial term of this Contract is from the Agreement’s execution date through
December 31, 2009 ("Initial Term"). Unless terminated earlier, at the end of the Initial
Term and each one (1) year period thereafter until December 31, 2014, the term of this
Contract shall automatically renew for an additional one (1) year term, on the same
terms and conditions contained in this Contract (or as contained in the Contract as it
exists immediately before the end of the then current term), for up to five (5) successive
one (1) year renewals (all such renewal terms are referred to collectively as the
"Extended Term"), unless either Party delivers, via certified mail, RETURN RECEIPT
REQUESTED, written notice to the other Party of its desire to terminate the Contract,
sent at least one hundred eighty (180) days prior to the last day of the then current
Term of this Contract. If either Party delivers any such notice of its desire to terminate,
the Term of this Contract shall automatically terminate on the last day of the then
current Term of this Contract. The foregoing notwithstanding, the Term of this Contract
cannot be extended beyond December 31, 2014 without the written agreement by both
DOC and Contractor.

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PART V. - PART REPRESENTATIONS AND WARRANTIES
Section 5.01

CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

Contractor makes the following representations and warranties for the benefit of
DOC:
(a)
Contractor is a limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has the corporate
power to carry on its business as it is now being conducted mid currently proposed to
be conducted. Contractor is qualified as a foreign corporation to do business, and is in
good standing, in the State of Washington. Contractor is fully licensed and registered
with the Washington Utilities and Transportation Commission to provide the Services.
Contractor's registered agent for service of process in the State of Washington is
Corporation Service Company.
(b) Contractor has the right, power and authority to enter into, and perform its
obligations under this Contract. This Contract has been executed by a representative of
Contractor who is authorized to make a commitment on behalf of Contractor.
(c) Contractor has delivered to DOC (i) certifications issued by the applicable
governmental authorities evidencing Contractor’s authorization to conduct business and
render the services in the State of Washington; and (ii) a certificate signed by an officer
of the Contractor who is the Secretary or Assistant Secretary of Contractor certifying the
incumbency and specimen signature of the Person that executed this Contract on
behalf of Contractor, that all corporate action necessary to authorize Contractor's
execution, delivery and performance of this Contract has been taken, and that this
Contract has been duly executed and delivered by Contractor.
(d) Contractor has taken all requisite corporate action to approve execution,
delivery and performance of this Contract. This Contract constitutes a legal, valid and
binding obligation upon Contractor, enforceable against Contractor in accordance with
its terms and conditions. The fulfillment of Contractor's obligations hereunder will not
constitute a material violation of any existing applicable law, rule, regulation or order of
any governmental authority. All necessary or appropriate public or private consents,
approvals, permissions, agreements, licenses or authorizations have been obtained in
timely manners which are necessary for Contractor to enter into and to perform its
obligations under this Contract.
(e) There is no outstanding, pending or to the best of Contractor's knowledge,
threatened, litigation, order, judgment, or Proceeding, involving or affecting this
Contract, the Services, or Contractor's ability to perform its obligations under this
Contract.
(f) To the best of Contractor's knowledge, no representation or warranty made
by Contractor contained in this Contract and no statement by Contractor contained in, or
information or documents delivered to DOC by Contractor in connection with, the
Solicitation, the Response, or this Contract or otherwise supplied by Contractor to DOC
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contains any untrue statement of a material fact or omits to state a material fact
necessary to make such statements, information or documents, in light of the
circumstance under which they were made, not misleading.
(g) This Contract is for the provision by Contractor of services, and not the
purchase of hardware, software or other equipment or goods. In order to deliver the
Services and perform its obligations under this Contract, neither DOC nor any State
Entity must purchase any hardware, software, or other equipment or goods, and
Contractor is not selling any of the same under this Contract. Contractor shall own all
equipment. DOC shall have no ownership of the Contractor's and its Subcontractor's
Equipment. All data on the Recording Media shall be owned and controlled by DOC.
Section 5.02

DOC'S REPRESENTATIONS AND WARRANTIES

DOC makes the following representations and warranties for the benefit of
Contractor:
(a) DOC has the right, power and authority to enter into, and perform its
obligations under this Contract.
(b) DOC has taken all requisite administrative action to approve execution,
delivery and performance of this Contract. This Contract constitutes a legal, valid and
binding obligation upon DOC, enforceable against DOC in accordance with its terms
and conditions.
(c) The fulfillment of DOC’s obligations hereunder will not constitute a material
violation of any existing applicable law, rule, regulation or order of any governmental
authority.
(d) There is no outstanding or pending litigation, order judgment, or Proceeding,
involving or affecting DOC's ability to perform its obligations under this Contract.
PART VI. - COVENANTS
Section 6.01

CONTRACTOR'S PERSONNEL

General: Contractor shall exercise due care to choose and manage its personnel so
that only suitably responsible, professionally competent, and disciplined
representatives shall be operating in DOC facilities, many of which have sensitive
and critical activities. Neither DOC nor any State Entity shall be responsible for any
injury or other loss suffered by Contractor or Subcontractor personnel in a DOC
facility arising out of a riot or hostage situation unless it is due to the gross negligence
or willful acts or omissions of DOC, its employees or agents. Contractor personnel
requiring access to DOC facilities shall be subject to background checks by DOC or
other law enforcement agencies. Contractor will meet all requirements of Part 68,
FCC Rules and Regulations (47 CFR 68) regarding affidavits and manufacturer's
authority requirements for installer personnel. Contractor personnel seeking access
to DOC facilities shall be subject to DOC policies and requirements regarding
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background investigations, criminal convictions, and entrance to DOC facilities. The
Parties acknowledge that it is DOC policy to require advance notice and advance
clearance for entry into all DOC facilities.
Key Personnel: Contractor acknowledges and agrees that DOC and Contractor are
entering into this Contract-for critical services because of the Contractor’s stated
ability to provide the Services for offender phone service. Because of the need for
DOC to be assured that Contractor's personnel are highly qualified and skilled in the
special qualification areas pertaining to the Services, and have the ability to
understand and be responsive to DOC needs, the Contractor in good faith will make
every effort to meet DOC’s needs in this Section.
As of the commencement of this Contract, Key Personnel are identified in
Appendix 6.01.2 attached hereto.
Key Personnel shall not delegate long term or permanent performance of the
management powers and responsibilities he/she is required to provide under this
Contract to another (other) Contractor employee(s) without first obtaining the written
consent of DOC.
Further, Contractor shall make every attempt to not re-assign or transfer any Key
Personnel to other duties or positions such that the Key Personnel is (are) no longer
available to provide DOC with his/her (their) expertise, experience, judgment, and
personal attention, and will make every attempt to notify DOC prior to such reassignment or transfer. In the event Contractor requests that DOC approve a reassignment or transfer of any Key Personnel, DOC may, at Contractor's discretion,
interview, review the qualifications of, and approve or disapprove the proposed
replacement(s) for such Key Personnel. DOC approval of changes in Key Personnel,
when requested will not be unreasonably withheld.
Personnel Background Checks: Contractor warrants that it has appropriate
procedures for screening employee criminal history and for addressing employee offduty misconduct, including a criminal history screening process for all its employees,
and has a process for reviewing employee off-duty misconduct. Contractor further
warrants that any such screening procedures or processes are and shall be in
compliance with all State and federal laws, including, but not limited to, the Fair Credit
Reporting Act (15 U.S.C. Section 168I). Contractor's personnel who work on the
Services will be subject to this screening and review process. Before beginning such
work, Contractor shall submit to all of Contractor's personnel who are proposed to
have access to DOC facilities written requests for permission to conduct background
checks, including criminal history verification. If any such personnel refuse permission
or elect to avoid participation in any such background check, at the option of DOC,
Contractor will replace such Person with a qualified employee who is willing to
participate in these background checks. In addition, DOC or other law enforcement
agencies may, but are not obligated to, do background checks, including criminal
history verification, on some or all of the Contractor's personnel proposed to have
access to the DOC facilities. Without limiting the foregoing, any of Contractor's
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personnel proposing to enter a DOC facility may be subject to a screening through
the Washington State Patrol database, the results of which are acceptable to DOC in
its sole discretion. If DOC conducts any such Washington State Patrol screening,
DOC shall comply with the requirements of the Fair Credit Reporting Act, if
applicable. Personnel with backgrounds deemed unsuitable by DOC will not be
acceptable for support of these services, and Contractor will be requested to provide
alternatives.
Criminal Convictions: If during the term of the Contract, it becomes known to
Contractor that any of Contractor's personnel or applicant for employment by
Contractor in connection with rendering the Services hereunder has had a criminal
conviction, that information, with as much supporting detail as is reasonably
available, will be submitted to DOC for review, and the personnel involved will be
suspended from working on this Contract or, in the case of an applicant, will not be
assigned by Contractor to work on this Contract. Such personnel may only resume
work on this Contract or, in the case of an applicant; may only be assigned by
Contractor to work on this Contract, if DOC grants express written permission.
Contractor Personnel: Should DOC expressly approve Contractor personnel with
criminal records, and it becomes known to Contractor that a status change, such as
violation of parole or probation term has taken place, it is the responsibility of
Contractor to immediately notify DOC and seek written permission to continue use of
subject personnel.
Failure to Notify: Without limiting the other remedies available to DOC for this or any
other breach by Contractor under this Contract, should Contractor fail to notify DOC,
when Contractor learns of the same, of personnel with criminal arrest or conviction
records, or any status change, or be unable to provide suitable personnel, with
respect to personnel working on DOC systems, DOC may terminate the Contract for
cause under Section 10.01
Unacceptable Personnel Notification: DOC may notify Contractor when it finds any
Key Personnel or other Contractor personnel, or proposed replacement therefore,
unacceptable for any lawful reason relating to the provision of the Services, including
but not limited to DOC's reasonable determination that he or she is not qualified to
perform the work to which he or she is assigned. Upon receipt of such notice,
Contractor shall within ten (10) business days review the matter with DOC and,
unless otherwise agreed upon by the Parties, promptly transfer or otherwise remove
such Contractor's personnel from working (or if a proposed replacement, not assign
such Contractor's personnel to work) on the Services. Upon receipt of a notice from
DOC that any Contractor personnel do not meet DOC requirements regarding
entrance into any facilities of any correctional institution, such personnel shall be
removed immediately from such facilities.
Subcontractor Personnel: The provisions of this Section, including but not limited to,
Contractor’s obligations hereunder, shall also apply to personnel of any
Subcontractor in the same manner as applicable to Contractor.
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Section 6.02

REGULATORY APPROVAL

If this Contract is now or in the future subject to the approval of applicable state
or federal regulatory bodies, the Parties shall be relieved of their obligations thereunder
if regulatory approval is denied; or, at the sole discretion of DOC, those parts of the
Contract upon which the denial was based may be renegotiated and the Contract
amended to reflect the result of those renegotiations. Without limiting the other
remedies available to DOC for this or any other breach by Contractor under this
Contract, if any regulatory approval required to allow Contractor to provide the Services
and otherwise satisfy its obligations under this Contract is not received which causes
Contractor to breach any obligation under this Contract, DOC may, at its sole discretion,
terminate immediately this Contract and obtain service from another party. A decision to
terminate the Contract under these conditions shall bear no penalty for DOC or any
obligation by DOC to Contractor.
Where needed, Contractor must make every reasonable effort to obtain any
required regulatory approval, including promptly responding to information and data
requests from the regulatory body. Contractor shall fully cooperate with the Washington
Utilities and Transportation Commission (WUTC). Contractor must promptly notify DOC
of all actions taken to obtain such regulatory approval, including all formal filings or
informal contacts with the applicable regulatory bodies related to this Contract. To the
extent that it reasonably could assist Contractor in obtaining required regulatory
approval, if any, of the Services to be rendered under this Contract, DOC shall make a
good faith effort to cooperate with Contractor in making filings with applicable regulatory
bodies. So long as Contractor uses all reasonable efforts to obtain any required
regulatory approval, its failure to obtain such approval shall not be deemed a breach of
this Contract.
Section 6.03

COMPLIANCE WITH APPLICABLE LAWS

Contractor shall comply with, and shall cause all Subcontractors to comply with,
all federal, state and local laws, regulations, rules, executive orders and ordinances,
whether now existing or hereinafter enacted, as the same may be amended or modified,
in connection with the Services under this Contract or the performance of Contractor's
obligations under this Contract. Without limiting the generality of the foregoing,
Contractor agrees to comply with, and shall cause all Subcontractors to comply with: (i)
the constitution of the State of Washington; (ii) all federal and state civil rights and
rehabilitation statutes, rules and regulations, the Civil Rights Act of 1964 (78 Stat. 252),
the Regulations of the Department of Health and Human Services issued according to
that Act, and provisions of Executive Order 11246, Equal Employment Opportunity,
dated September 24, 1965, as amended; (iii) Section V of the Rehabilitation Act of
1973; (iv) the Americans with Disabilities Act; (vi) all applicable state and federal laws,
local rules, regulations, and ordinances of cities, counties, municipalities, and local
taxing districts, the National Electrical Code, Parts I5 and 68 of the FCC's Rules, and
the rules, regulations, and tariffs of all authorities having jurisdiction over the Services to
be installed and provided under this Contract (provided, however, that this does not
relieve Contractor of the responsibility to comply with the Specifications if the
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Specifications exceed the laws, regulations, and ordinances); (vii) the provisions of any
federal, state, or local statutes, ordinances and regulations dealing with the prevention
of environmental pollution and the preservation of natural resources that affect the
provision of the Services under this Contract; (viii) the provision of State laws relative to
prevailing wage rates; and (ix) all regulations and administrative rules established
pursuant to the foregoing laws.
No claims for payment to Contractor or reduction in Commission paid to DOC will
be approved for changes required to comply with codes, ordinances, laws, tariffs, and
regulations in effect on the date hereof or enacted in the future, as the same may be
amended or modified, which apply to the Services provided under this Contract.
Contractor will not be responsible for changes required by existing or future codes,
ordinances, laws, tariffs, or regulations which apply to the facilities at which the Services
are provided (i.e., building, fire, safety and electrical codes).
Without limiting all other remedies available to DOC in connection with such
breach, Contractor's or any Subcontractor's failure to comply with such requirements
shall constitute a breach of contract and shall be grounds for termination of this Contract
by DOC for cause. In addition to and without limiting all other remedies available to
DOC in connection with such breach, Contractor shall be liable for any Loss resulting to
DOC from such noncompliance.
Section 6.04

PERMITS

Contractor shall obtain and pay for all necessary permits, official licenses and
inspections, certificates of authority, and other official approvals necessary for the
provision of the Services under this Contract.
Section 6.05

RELEASE OF OPINIONS

Contractor acknowledges and agrees that DOC and its representatives reserve
the right to provide their opinions publicly and privately to third parties regarding
Contractor's performance under this Contract.
Section 6.06

INTELLECTUAL PROPERTY RIGHTS

Contractor warrants that the Services, and all products. Equipment and support
related thereto, do not infringe upon, violate or result in the misappropriation of any
United States or foreign patent, copyright or trademark, any trade secret, utility model,
industrial design or mask work, or any other proprietary or intellectual property right of
any third party. Provided that Contractor fully performs its obligations under this Section,
the exclusive remedy for a breach of the foregoing warranty shall be the indemnification,
defense and hold harmless provided herein below; provided, however, that this
sentence shall not limit DOC’s right to terminate this Contract and recover damages as
described herein after.
Contractor shall indemnify, defend and hold harmless each and every
Indemnified Party from any claim that the Services, or any product, Equipment or
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support related thereto, infringes upon, violates or results in the misappropriation of any
United States or foreign patent, copyright or trademark, any trade secret, utility model,
industrial design or mask work, or any other proprietary or intellectual property right. All
of the terms of Section 9.02 below shall apply to any such claim, including but not
limited to, the obligation to notify Contractor of such claim.
Contractor shall be responsible for, and shall indemnify each Indemnified Party
from, any and all losses suffered or incurred by DOC from any claim that the Services,
or any product, Equipment or support related thereto, infringes upon, violates or results
in the misappropriation of any United States or foreign patent, copyright or trademark,
any trade secret, utility model, industrial design or mask work, or any other proprietary
or intellectual property right. Without limiting the foregoing, Contractor shall pay all costs
and expenses of the defense of any such claim, any settlement, and any costs,
expenses and damages awarded by any court, arbitrator or other entity against any
Indemnified Party.
If the use of any of the Services by DOC shall be prevented by preliminary or
permanent injunction, DOC shall have the right to immediately terminate this Contract
and to recover from Contractor all actual or general damages and costs suffered or
incurred by DOC in connection with such matter, including, but not limited to, all costs
and expenses of DOC in obtaining replacement services for such Service and all
attorney's fees and costs.
Contractor has no obligation for any claim of infringement arising from:
(i) Contractor's compliance with any designs, specifications or
instructions of DOC; or
(ii) Modification of the Services by someone other than Contractor or
as called for by Appendix 2.01 by DOC.
Section 6.07

DOC DATA / WORK PRODUCT

DOC Data: During the Term of this Contract, Contractor shall own all Equipment,
including the Recording Media, and DOC shall have no ownership of Contractor's or any
Subcontractor's Equipment. To the extent that any Recording Media is in the
possession of Contractor or any Subcontractor, DOC personnel shall have sufficient
access to the data thereon to enable them to retrieve information for security and
investigative purposes. Both before and after installation of Contractor's and any
Subcontractor's Equipment, all risk of loss, or damage to, the Equipment shall be on
Contractor and DOC shall bear no risk of loss regarding the Equipment, unless such
loss is due to the negligent or willful acts or omissions of DOC, its employees,
customers or agents.
DOC shall own and hold all rights with respect to the data contained on the
Recording Media. DOC shall provide a secure environment for the Recording Media in
its possession and shall use due care in processing and handling the Recording Media

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in DOC’s possession. All risk of loss, or damage to, the Recording Media and the data
contained thereon (including any information that is corrupted, lost, damaged, or cannot
be accessed) shall be on DOC and Contractor shall bear no risk of loss regarding the
Recording Media and the data thereon, unless such loss is due (i) to the negligent or
willful act of omission by Contractor, a Subcontractor, or their employees or agents, (ii)
to a defect in the Recording Media not caused by DOC (e.g., DAT tape not properly
formatted), or (iii) to a malfunction or defect in the Monitoring and Recording Systems
equipment or software.
Section 6.08

INSURANCE

Except as otherwise set forth herein or agreed to in writing by DOC and
Contractor, Contractor agrees to maintain adequate and customary coverage for
Workers’ Compensation, Commercial General Liability, Automobile Liability, and list the
DOC and State as an additional insured on its Certificate of Insurance which must be
provided to the DOC on an annual basis. Contractor shall cause all Subcontractors to
maintain insurance which is typically maintained by companies engaged in such
business as providing the Services, provided further that such insurance shall be of
such types, in such amounts, with such terms and conditions and with such insurers as
are acceptable to DOC. Contractor shall obtain, at Contractor's expense, and keep in
effect during the term of this Contract, property insurance covering all risks, including
fire, covering the Equipment, insuring at least the replacement value of the Equipment.
All insurance policies called for by this section shall contain waivers of subrogation
clauses acceptable to DOC.
Section 6.09

PROJECT MANAGEMENT

By prior written notice to DOC, Contractor shall name and make responsible for
the provision of offender phone services, a competent manager, and with such other
qualifications as DOC may request ("Manager"), who shall be Contractor’s single point
of contact and represent Contractor in connection with the scheduling, delivery and
general provision of the Services to be rendered under this Contract. Contractor may
change the Manager by written notice to DOC of such change. DOC may reject or
request a replacement for the Manager(s) for cause upon mutual agreement between
the Parties, and Contractor may comply with DOC’s request.
Section 6.10

INDEPENDENT STATUS OF CONTRACTOR/NO PARTNERSHIP

Any statements to the contrary contained in this Contract, the Solicitation or the
Response notwithstanding, (i) the Services to be rendered under this Contract are those
of an independent contractor, (ii) Contractor is not an officer or employee or agent of
DOC, (iii) the Parties will be acting in their individual capacities and not as agents,
employees, partners, joint venturers, or associates of one another, (iv) no partnership or
joint venture between Contractor and DOC, or any other State Entity is created by this
Contract, and (v) the employees or agents of one Party shall not be deemed or
construed to be the employees or agents of the other Party for any purpose whatsoever.

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Section 6.11

SUBCONTRACTOR'S AUTHORITY

Contractor shall be responsible to DOC for the acts and omissions of all
Subcontractors and of Persons directly or indirectly employed by them, including, but
not limited to, the quality and quantity of all work performed by all Subcontractors and all
persons directly or indirectly: employed by them, and for the acts and omissions of
Persons employed directly by Contractor for satisfactory performance under this
Contract.
On the date hereof, the Subcontractors under this Contract are those Persons
listed on Appendix 6.11 attached hereto. Contractor shall provide to DOC) at least thirty
(30) days written notice prior to the effective date of start of work for a new
Subcontractor or the addition of any new Subcontractor or change in any Subcontractor
from those listed on Appendix 6.11. DOC shall not unreasonably or without cause
withhold approval of the requested change. DOC shall have the right to request that
Contractor use some other Subcontractor. DOC may, but is not required to, request
reasonable information, similar to that required of Contractor, to assess the acceptability
of any new Subcontractor or change in Subcontractor. Such information shall include,
without limitation, complete and accurate copies of all proposed subcontracts between
Contractor and any new Subcontractor. Request by DOC for removal of a Subcontractor
shall not be grounds for changing Contract pricing. Any obligation of Contractor,
including, but not limited to, obligations of Contractor to its employees, independent
contractors or personnel, contained in this Contract shall be deemed to include an
obligation by Contractor to cause all Subcontractors to comply with the same obligation
as if the Subcontractors were named as "Contractor" under this Contract.
Section 6.12

CONFORMITY TO SPECIFICATIONS

The Services provided shall be in strict conformity with the Specifications and
with such instructions as shall from time to time be given by DOC and mutual
agreement between the Parties. If the instructions and Specifications contained in this
Contract, all Written Authorizations, and all exhibits and attachments hereto and thereto
are not sufficiently clear to permit Contractor to proceed with installing or providing the
Services, DOC will, either upon its own motion or upon request from Contractor, furnish
additional instructions, together with such additional Specifications as may be
necessary. When Contractor makes such request, it must be made in ample time to
permit the preparation of the instructions and Specifications before the information is
required by Contractor to meet the implementation schedule. Such additional
instructions and Specifications shall be consistent with this Contract, all Written
Authorizations, and all exhibits and attachments hereto and thereto, and shall have the
same force and effect as if contained in this Contract, all Written Authorizations, and all
exhibits and attachments hereto and thereto.
Section 6.13

COORDINATION WITH OTHERS

Contractor shall coordinate the installation, testing, and acceptance of the
Services with DOC and its other contractors, and they shall coordinate their work with
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Contractor's work so as to facilitate the installation, testing, cutover, and provision of the
Services. Contractor shall be responsible for all means, methods, techniques,
sequences, and procedures, and for coordinating all portions of the work under this
Contract. Contractor shall work cooperatively and professionally with DOC and its other
telecommunications contractors, including consultants, with regard to interfacing,
installing, testing, cutover, fault isolation, and repair of operating deficiencies in the
Services.
Section 6.14

BUILDING AND FACILITY ACCESS

Contractor will be responsible for keys, if provided by DOC, and Contractor and
its personnel shall have access to DOC buildings and facilities. In order to be furnished
keys and other necessary access arrangements, Contractor personnel will be required
to comply with any reasonable access requirements. Contractor personnel seeking
access to DOC facilities shall comply with all DOC requirements regarding entrance to
those facilities, including but not limited to requirements that such personnel make
advance arrangements with the DOC institution to be visited and be escorted by DOC
personnel while in DOC facilities. Based on safety considerations and security of DOC
staff and personnel of Contractor, DOC shall have the right to deny access in its sole
discretion. For purposes of determining Contractor's performance under this Contract,
such denial of access shall be considered a Force Majeure Event (as discussed in
Section 11.12), except if such denial of access is caused by a failure by Contractor to
provide reasonable advance notice to DOC seeking access or to comply with any other
reasonable access requirements.
Section 6.15

CONTRACT MANAGER AND EXECUTIVE REVIEW

Contract Manager: DOC shall assign a Contract Manager to be the first point of
contact regarding any and all issues pertaining to this Contract. Contractor shall assign
a singular management Person as the Contract Manager to be the first point of contact
regarding any and all issues pertaining to this Contract (except for those areas under
the Manager(s)' responsibility described in Section 6.11). The initial Contract Managers
are as follows:
DOC Contract Manager: Don Wilbrecht.
Contractor's Contract Manager: Joanna Howard
Each Party may change its Contract Manager by written notice to the other Party
of such change.
Dispute Resolution Panel: Should a dispute regarding this Contract arise, it shall
first have been addressed at the Contract Manager level, and if found to be
unresolvable, it must then be submitted to a panel composed of two executive level
principals from each Party (the "Dispute Resolution Panel"). At least one principal from
each Party shall be of senior management level, neither principal shall be the Contract
Manager, and one or more will have the authority to enter into an agreement resolving

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the dispute. The principals shall meet within ten (10) days of receipt of a written request
by either Party in an effort to settle the dispute. The Parties may agree to include any
third parties in these negotiations and to implement any other procedures or rules that
they mutually agree will benefit the resolution process. Should this step of dispute
resolution be unsuccessful, the Parties shall submit the dispute to mediation as set forth
in Part XI.
Section 6.16

EQUIPMENT

FSH will provide offender telephones as described in its proposal over the course of the
contract. FSH offender equipment standards are to provide offender telephones within a
facility in one of the following manners: secured to a wall; secured to a wall with a
writing shelf; secured to pay telephone pedestal or stand alone enclosure. In all cases
the installation will be done is such a manner that the material will not be easily
removed through normal wear and tear; and will be replaced at any time should there
be a material breakdown of equipment or offender telephone instrument. It is
understood that FSH stocks the offender telephones and enclosures described herein
and in the proposal; and as such are considered FSH Standard. Any request for
customized equipment will be discussed between the parties to assess the cost impact
to FSH or the State.
Contractor shall own all Equipment and Recording Media. DOC shall have no
ownership of the Contractor's and its Subcontractor's Equipment. All data on the
Recording Media shall be owned and controlled by DOC.
Section 6.17

DOC PROVIDED EQUIPMENT AND FACILITIES

DOC will provide at its own expense certain equipment and facilities to support
the Services covered by this Contract e.g. adequate floor space, wire cable and conduit,
electricity (in the proper voltage), wall space, and support structures; provided, however,
that such DOC provided equipment and facilities shall be limited to those items of
equipment and facilities, if any, identified in the Response and mutually agreed in writing
to be the responsibility of DOC before execution of this Contract, or as agreed to herein.
If DOC, in its sole discretion, elects in writing to provide such equipment and facilities,
DOC will assume responsibility for providing it unless otherwise agreed. Should
additional requirements for DOC provided equipment and facilities for the Services arise
beyond that which DOC elects in writing to be responsible for, the Parties will negotiate
how the additional costs will be handled.
The Parties may, by mutual agreement, maximize capacity and functionality of
equipment, facility and infrastructure activities such as installation of wiring through
collaboration in planning and sharing of costs.
Section 6.18

DOC COVENANTS

DOC agrees to:

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(a) Provide appropriate cable and wiring support infrastructure, electric power
(proper voltage, as required) and adequate wall space to mount offender phones. In the
event DOC is not the owner of the premises, DOC will, where necessary, obtain
permission from the building owner or owner's agent for the placement of offender
phones, and shall be responsible for any fees for use of required riser cable and
electrical power. Access to offender phones by offenders shall be available at such
times, as DOC shall determine in its sole discretion.
(b) Maintain the area around the offender phones ensure safe and ready access
by the offenders or Contractor's personnel.
(c) Allow Contractor access to perform maintenance during the established
business hours of accessibility agreed to by DOC and Contractor, except where
accessibility must be denied to ensure the safety of Contractor personnel and/or to
maintain institutional control.
(d) Upon proper prior notification from Contractor following DOC guidelines, DOC
shall provide adequate and timely escort service for Contractor and Subcontractors for
DOC facilities.
(e) Be responsible for providing, at its expense, any necessary equipment
required to allow Contractor or Subcontractors the ability to provision dial tone or
workstation connectivity over DOC provided fiber. This equipment may include media
converters, multiplexers or other ancillary equipment.
(f) Notify Contractor in advance of anticipated new or remodel facility project to
ensure that the desired Offender Phone equipment and services are appropriately
located in, and configured for, the location. It is understood that standard equipment, as
described in Appendix 1.01 Definitions – Equipment, will be installed at existing or
anticipated facilities during the contract term. Requests for customized equipment will
be discussed between the Parties; provided that the Parties mutually agree that such
customized equipment does not materially increase Contractor’s costs of rendering the
Services.
(g) As the DOC intends to utilize its own state-owned workstations, at a future
date when the state’s Information Technology organization completes its upgrade of
internal systems and infrastructure; until such time as said state-owned workstations are
functional FSH will provide the DOC with approximately thirty-three (33) workstations for
their use to access the Focus 100 system. Workstations come equipped with the
necessary hardware and software to enable access and use of the Focus 100 system.
Each workstation will include a monitor, printer, UPS (uninterrupted power supply),
headphones and CD burner. The workstations will be returned to FSH in satisfactory
condition, less normal wear and tear, and must be returned in the same configuration as
supplied (e.g. if workstation is provided with a flat panel monitor, same monitor must be
returned with the workstation).

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Section 6.19

EMERGENCIES

In an Emergency where there is potential loss of life or danger of destruction of
property Contractor shall immediately contact the DOC responsible for the facility
related to the affected Service, via telephone, paging and confirmatory email or fax. In
an Emergency where there is a potential danger of destruction of a material portion of
Contractor's Equipment, the DOC located shall notify Contractor, as soon as reasonably
possible, of such Emergency, if DOC is aware of such Emergency, via telephone,
paging and confirmatory email or fax. In the event of an Emergency, Contractor will
make every attempt to fix the problem within four (4) hours or sooner of the problem
being reported to Contractor as an Emergency.
Section 6.20

RECORDS MAINTENANCE/ ACCESS

Contractor shall maintain all fiscal records relating to this Contract in accordance
with generally accepted accounting principles. In addition, Contractor shall maintain any
other records pertinent to this Contract in such a manner as to clearly document
Contractor's performance hereunder. Contractor acknowledges and agrees that DOC
the Washington State Auditor’s Office, the Federal Government, and their duly
authorized representatives shall have access to such fiscal records and to all other
books, documents, papers, plans and writings of Contractor that are pertinent to this
Contract for the purpose of performing examinations and audits, and making excerpts
and transcripts. All such fiscal records, books, documents, papers, plans, and writings
shall be retained by Contractor and kept accessible for a minimum of six (6) years
following final expiration of the term of this Contract and all extensions, except as
required by law to be held longer, following final payment and termination of this
Contract and all extensions, or until the conclusion of any audit, controversy or litigation
arising out of or related to this Contract, whichever is later. Contractor shall make these
records available to DOC, the Washington Auditor’s Office, the Federal Government,
and their duly authorized representatives for inspection at Contractor's designated
facility upon thirty (30) days written notice to Contractor of such intention, provided,
however, that Contractor shall deliver to requesting entities or persons, within such thirty
(30) days; those records that are necessary to determine compliance with Contractor's
obligations under this Contract.
Section 6.21

ASBESTOS AND HAZARDOUS SUBSTANCES

DOC shall, in good faith, disclose to Contractor any known asbestos or other
hazardous substance at any location where Contractor is providing Services under this
Contract. If Contractor discovers hazardous substances at any DOC facility, Contractor
may suspend the performance of the related Services at such facility until removal or
containment of such hazardous substances has been completed and approved by the
appropriate governmental agency, or until such agency has confirmed that no such
removal or containment is necessary. Contractor's performance obligation shall be
extended to the extent any delay is caused by clean up or removal of hazardous
substances. In no event shall Contractor be responsible for the removal of hazardous

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substances found on any site where Contractor shall be required to perform Services.
As between Contractor and DOC, any such removal shall be the responsibility of DOC.
Section 6.22
DOC ACCESS TO OFFENDER CALL RETRIEVAL AND PLAYBACK
EQUIPMENT AFTER EXPIRATION OR TERMINATION OF CONTRACT
Six (6) months following the expiration of the Term of this Contract, DOC shall
have access and use, at no cost to DOC, of appropriate equipment for handling,
retrieving, playing back, and recording preexisting offender call message activity.
However, if DOC deems it necessary to have access and use to equipment for
handling, retrieving, playing back and recording preexisting offender call message
activity the DOC will be responsible for any maintenance or repair costs provided that
DOC shall select and engage the vendor(s) to conduct any such maintenance or make
any such repairs: Upon expiration of such the six (6) month period Contractor at its
expense will collect the components.
Within ninety (90) days following the expiration of the Term of this Contract, DOC
shall take possession and control of the Recording Media and shall be solely
responsible for the handling, transportation and storage thereof.
Section 6.23

TRANSITION RESPONSIBILITIES OF CONTRACTOR

Upon expiration or termination of this Contract, should DOC award any
succeeding contract for offender telephone service to a vendor other than the
Contractor, Contractor agrees to cooperate fully and in all respects with DOC and the
new contracted vendor in accomplishing an efficient and effective transfer of
responsibilities.
PART VII. - WARRANTIES AND PERFORMANCE GUARANTEES
Section 7.01

General Warranty

Contractor warrants that the Services, the Equipment and all software used in
rendering the Services shall conform to the requirements contained in this Contact and
the Solicitation, including, but not limited to, the Specifications, the relevant Written
Authorization(s), and all exhibits and attachments hereto and thereto, and shall be
performed in a professionally diligent manner by qualified personnel ("Satisfactory
Work"). In addition to and without limiting any other warranty contained in this Contract,
the Services shall conform to the Specifications described in the Responses and all
attachments thereto. Contractor warrants that the Services and the use of the
Equipment shall meet the manufacturer’s and vendor's specifications. Contractor also
warrants that (i) the Services, the Equipment, and all software used in the rendering of
Services, contains no computer instructions, circuitry or other technological means
whose purpose is to disrupt, damage or interfere with DOC’s use of its computer or
telecommunications, system or facilities, and (ii) the Services, the Equipment and all
software used in rendering of the Services will be installed and will perform in a manner

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that will not disrupt, damage or interfere with DOC’s or any State Entity's use of its
computer or telecommunications systems or facilities.
Section 7.02

EQUIPMENT

In addition to and without limiting the other warranties contained in this Contract,
(i) the Equipment shall be in good working order and will conform to Contractor's official
published specifications, and (ii) all Equipment shall be new or “Like-New", except for
Equipment already in place and previously installed under prior contracts between DOC
and Contractor.
In addition to and without limiting any other warranty contained in this Contract,
the Equipment shall conform to the Specifications described in the Solicitation, the
Response and this Contract (including, but not limited to, the Specifications contained in
Appendix 2.01 to this Contract). The foregoing notwithstanding, if there exists any
conflict among the Specifications contained in (i) the Response, (ii) the Solicitation, or
(iii) this Contract (including, but not limited to, the Specifications contained in Appendix
2.01 to this Contract), in addition to and without limiting any other warranty contained in
this Contract, the order of precedence to resolve such conflict shall be the following: (1)
this Contract (including, but not limited to, the Specifications contained in Appendix
2.01); (2) the Solicitation; then (3) the Response. Any such conflict will be resolved by
using the terms most favorable to DOC.
Section 7.03

GRADE OF SERVICE WARRANTY

In addition to and without limiting the other warranties described in this Contract,
Contractor warrants that the Services provided under this Contract will be at a minimum
of P.01 Busy Hour grade of service and otherwise will be provided and performed in
accordance with all applicable standards of performance established by the
Specifications, this Contract, the Solicitation, the WUTC, and the FCC.
PART VIII. - REMEDIES
Section 8.01

LIQUIDATED DAMAGES AND OTHER REMEDIES

Contractor and DOC agree that, upon notification by DOC to Contractor of the
occurrence of any breach by Contractor described in paragraphs (i) through (iii) of
Section 8.01, DOC shall be entitled to collect from Contractor, and Contractor shall be
obligated to pay to DOC certain dollar mounts described below (the "Liquidated
Damages"), and DOC shall be entitled to the other remedies described below.
Contractor and DOC recognize that it would be difficult to prove damages in the event of
such breaches. Contractor and DOC agree that (a) the Liquidated Damages are
reasonable in light of the difficulties of proof of loss, the anticipated harm caused by
such breaches, and the inconvenience and unfeasibility of DOC otherwise obtaining an
adequate remedy, (b) the Liquidated Damages represent an estimated amount of the
projected loss or damages that will be suffered by DOC in connection with such
breaches and are not a penalty, and (c) they have reviewed this section with their
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respective legal counsel, understand its significance, and have specifically negotiated its
terms.
(i) Excluding Force Majeure Events, in the event that Contractor breaches its
obligation to install within an agreed upon time period required under Section 2.01 or
repair, or restore working telephone service for, any offender Phone or install, repair or
restore three-way call detection and call disconnection or call blocking capability, and
Contractor does not cure such breach within 10 days of such breach Contractor shall
pay to DOC the sum of $21.21 per day per affected Offender Phone, for each day that
such breach is not cured. Without limiting the foregoing, if Contractor does not cure any
such breach within twenty (20) days of such occurrence, DOC shall have the right, in
addition to the right to collect the amounts described in the prior sentence, to
immediately terminate this Contract.
(ii) Excluding Force Majeure Events, in the event that Contractor breaches its
obligation to provide (a) Monitoring and Recording Services with respect to Offender
phones, or (b) call information retrieval and search capabilities at each institution, the
entire Monitoring and Recording System at that location will be deemed to be
inoperative. If Contractor does not cure such breach within four (4) hours after the
subject problem is reported to Contractor, Contractor shall pay DOC the sum of $2,500
per day for each day that the breach is not cured or reasonably responded to with
corrective action plan. Without limiting the foregoing, if Contractor does not cure any
such breach within five (5) days of such occurrence, DOC shall have the right, in
addition to the right to collect the amounts described in the prior sentence, to
immediately terminate this Contract.
(iii) Excluding Force Majeure Events, in the event that Contractor breaches its
obligation to provide networked access to the Monitoring and Recording System at an
institution, the entire Monitoring and Recording System at that location will be deemed
to be inoperative. If Contractor does not cure such breach within five (5) days of such
breach, Contractor shall pay DOC the sum of $2,500 per day for each day that the
breach is not cured. Without limiting the foregoing, if Contractor does not cure any such
breach within ten (10) days of such occurrence, DOC shall have the right, in addition to
the right to collect the amounts described in the prior sentence, to immediately
terminate this Contract.
The time periods after a breach before which Liquidated Damages or termination
rights apply as described in this Section 8.01 shall control, regardless of any other due
dates contained in this Contract or the appendices hereto.
For any other breach of any of Contractor's obligations under this Contract not
described in paragraphs (i) through (iii) of Section 8.01 above, DOC shall be entitled to
all remedies available under applicable law or in equity, including, but not limited to, the
right to terminate this Contract and to recover from Contractor all actual damages and
costs suffered or incurred by DOC and any State Entity in connection with such matter,
including, but not limited to, all costs and expenses of DOC in obtaining replacement
services for the Services and all attorney's fees and costs.
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Notwithstanding the foregoing, nothing contained herein shall limit Contractor's
liability for personal injury and damage to property caused by Contractor's negligence or
tortuous act.
Section 8.02

ADDITIONAL REMEDIES

The remedies described in paragraphs (i) through (iii) of Section 8.01 above are
the exclusive remedies. If DOC with respect to the specific breaches described in such
paragraphs, provided, however that (i) if DOC is entitled to recover any Liquidated
Damages, and Contractor does not pay the same to DOC, and in connection with
DOC's enforcement of its rights, a court or other forum determines that such Liquidated
Damages are unenforceable (other than a finding that the breach underlying the
obligation to pay such Liquidated Damages did not occur), Contractor agrees that DOC,
as applicable, shall be entitled to recover any and all actual and consequential damages
(including lost Commission) suffered or incurred by DOC and any other State Entity in
connection with such underlying breach, (ii) DOC shall be entitled to set off from any
amounts DOC owes under this Contract any undisputed Liquidated Damages, other
damages or other amounts owed by Contractor under this Contract, and (iii) DOC shall
be entitled to all equitable remedies available, including, but not limited to, specific
performance.
Section 8.03

CONSEQUENTIAL DAMAGES

Except as provided in Section 8.02, DOC shall not be entitled to recover
consequential damages (including, but not limited to, lost profits) from Contractor for
any breach under this Contract, and Contractor shall not be liable for any lost revenues,
lost profits, lost savings or other consequential damages, arising out of any failure to
perform its obligations under this Contract. Contractor shall not be entitled to recover
consequential damages (including, but not limited to, lost profits) from DOC for any
breach under this Contract, and DOC shall not be liable for any lost revenues, lost
profits, lost savings or other consequential damages, arising out of any failure to
perform its obligations under this Contract.
PART IX. - INDEMNITY, LIABILITIES AND RESPONSIBILITIES
Section 9.01

INDEMNITY

Contractor shall indemnify, defend, and hold harmless each and every
Indemnified Party from, against and in respect of any and all loss suffered or incurred by
reason of or arising out of (1) any negligent act or omission, or willful misconduct, by
Contractor, any Subcontractor, any of their officers, agents or employees, or (2) any
breach of any representation or warranty, or non-fulfillment of any covenant or
agreement, by Contractor contained in this Contract.
Section 9.02

INDEMNIFICATION NOTICE

The DOC shall give notice to Contractor within twenty (20) days after it has
actual knowledge of any third-party claim as to which indemnity may be sought
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Section 9.03

PERSONAL LIABILITIES OF PUBLIC OFFICIALS

In carrying out the provisions of this Contract or authority granted by this
Contract, Contractor understands and agrees there will be no liability upon the
employees or officers of DOC, either personally or as officials of DOC, it being always
understood that in such matters they act as the agents and representatives of DOC.
Section 9.04

SURVIVAL

Contractor's obligations under Sections 6.01.2 (Key Personnel), 6.01.3
(Personnel Background Checks), Part VIII (Remedies), Part IX (indemnity, Liabilities
and responsibilities) and Part XI (Miscellaneous) shall survive the termination
(regardless of the cause of termination) or expiration of this Contract.
PART X. - TERMINATION
Section 10.01

DOC RIGHT TO TERMINATE FOR CAUSE

DOC may terminate this Contract immediately upon notice to Contractor, or at
such later date as DOC may establish in such notice or as required under paragraph (h)
of Section 10.01, without any liability of DOC to Contractor, upon the occurrence of any
of the following events:
a) Federal or state laws, regulations or guidelines are modified or interpreted in
such a way that DOC’s performance under this Contract or any Written Authorization is
prohibited;
b) Contractor’s failure to make any necessary FCC, WUTC or other regulatory
filing within ten (10) days of the date hereof or obtain any necessary FCC, WUTC or
other regulatory approval within thirty (30) days of the date hereof;
c) Contractor no longer holds any license or certificate that is required to perform
the Services;
d) Any proceeding is commenced which challenges this Contract or the Services
hereunder, or an injunction or other order is issued which prohibits, limits, or modifies
the performance of this Contract or the Services under this Contract;
e). Any Change of Control Contractor occurs, for which DOC has not given prior
written consent, which consent shall not be unreasonably withheld by DOC;
f) Any event occurs for which any section of this Contract, including but not
limited to, Section 8.01, permits DOC to terminate this Contract;
g) At any time during the term of this Contract, any of the Services deteriorates or
does not meet the Specifications; or

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h) Contractor commits any material breach or default of any representation,
warranty, covenant, indemnity or other obligation or agreement under this Contract
(including, but not limited to, failure to provide the Services under this Contract within
the time specified herein or any extension thereof), or fails to pursue a Written
Authorization as to endanger Contractor's performance under this Contract in
accordance with its terms and conditions, which breach, default or failure is not covered
by any of clauses (a) through (h) above, and such breach, default or failure is not cured
within thirty (30) calendar days after delivery to Contractor of notice of the same by
DOC, or such longer period as DOC may specify in such notice.
In addition to, and cumulative of, any other remedy available to DOC at law or in
equity, (i) if DOC terminates this Contract under this section and is required to install the
same or similar Services from another source, Contractor shall be liable to DOC for all
costs and expenses to DOC of obtaining and installing the replacement Services,
including, but not limited to administrative and legal costs and expenses, and (ii)
Contractor shall be liable for any and all actual damages suffered by DOC as the result
of Contractor's breach of this Contract.
This Section shall not authorize DOC to terminate this Contract in order to
acquire functionally equivalent equipment from a third party.
Section 10.02

DOC’s RIGHT TO CANCEL SERVICES

In addition to and without limiting DOC’s rights to terminate this Contract in full
under any other section of this Contract, if Contractor fails to perform any material
obligation under this Contract, and thirty (30) calendar days after receipt of written
notice describing with reasonable particularity the character of the default Contractor
has not cured the failure, then DOC may cancel Services under this Contract which,
relate to the performance, without penalty, until such failure to perform is cured or finally
adjudicated. This remedy shall be in addition to, and cumulative of, any other remedy
available to DOC, and the exercise of this remedy by DOC shall not prejudice or impair
the availability to DOC of any other remedy at law or in equity for breach of this
Contract.
Section 10.03

TERMINATION FOR INSOLVENCY

Either Party may terminate this Contract immediately if the other Party: (i)
institutes or has instituted against it insolvency, receivership, or bankruptcy
proceedings; (ii) is adjudged bankrupt, or makes an assignment for the benefit of
creditors, or a receiver is appointed on account of such Party's insolvency; or (iii)
ceases doing business on a regular basis.
Section 10.04

TERMINATION FOR CONVENIENCE

After initiation of any of the Services, DOC may terminate this Contract, in whole
or part, for its convenience under the following conditions by providing notice of such
termination to Contractor, specifying the extent and effective date of such termination:
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10.04.1
Withdrawal by the legislature of the statutory authority of the Secretary
to operate the correctional facilities covered under this Contract or the offender
phone program; or
10.04.2
Reduction of allotments by the Governor pursuant to RCW
43.88.110(2); or
10.04.3

Reduction by the legislature of appropriated funds or

10.04.4
When, in the opinion of the Secretary, continuation of the Contract
would seriously disrupt or prevent substantial performance of the operations or
activities of the Department and the Secretary has stated, in writing, to the
Contractor the need to terminate the Contract in whole or in part.
On the specified termination date, Contractor shall (i) stop work under this Contract to
the extent specified in the termination notice, and (ii) cease shipment and delivery of all
Services, goods, Equipment, and software covered by the termination notice, other than
those already delivered and accepted in accordance with this Contract as of the
termination date specified in the termination notice. Contractor shall continue to perform
those obligations under this Contract to the extent not terminated. DOC shall not have
any liability for DOC’s termination of this Contract in whole or in part under this section.
Section 10.05

NOTICE OF TERMINATION

In the event either Party elects to terminate this Contract, termination shall be
effected by delivery via Certified mail, RETURN RECEIPT REQUESTED, to the other
Party of a Notice of Termination specifying the extent to which the Contract is
terminated, the reasons for such termination and the date upon which such termination
becomes effective.
Section 10.06

EFFECT OF TERMINATION

Within ninety (90) days following the termination of this Contract for any reason
whatsoever, DOC shall take possession and control of the Recording Media and shall
be solely responsible for the handling, transportation and storage thereof
Section 10.07

NON-PREJUDICE FOR TERMINATION

DOC’s termination of this Contract shall be without waiver of prejudice to any
other remedy available to DOC in connection with this Contract.
PART XI. - MISCELLANEOUS
Section 11.01

GOVERNING LAW, JURISDICTION, VENUE

This Contract shall be governed and construed in accordance with the laws of
the state of Washington, without resort to any jurisdiction's conflict of laws, rules or
doctrines. Any Proceeding between DOC and Contractor that arises from or relates to
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this Contract shall be brought and conducted solely and exclusively within the Superior
Court of Thurston County for the State of Washington. Provided, however, if a
Proceeding must be brought in a federal forum, then it shall be brought and conducted
solely and exclusively within the United States District Court for the Western District of
Washington. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY
CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.
Section 11.02

RESOLUTION OF DISPUTES

Mediation: Each Party agrees not to institute any Proceeding in connection with
this Contract until the Parties shall have attempted in good faith to submit the matters in
dispute to a non-binding mediation process. Submission of the dispute to mediation
shall not be a precondition to any action or proceeding involving temporary or
emergency relief, or the enforcement of this clause itself.
Choosing a Mediator: If a dispute arises under this Contract the Parties shall
discuss the desired qualifications of the mediator. Either Party may suggest one or more
candidates, or may recommend that the mediator be chosen from a roster. The
mediator must be selected by agreement of both Parties. Each Party shall promptly
disclose to the Other Party any circumstances, which would cause reasonable doubt
regarding the impartiality of the individual under consideration or appointed as mediator.
Any such individual shall promptly disclose any such circumstances to the Parties. If
any circumstances have been disclosed, before or after the individual's appointment as
mediator, the individual shall not serve, unless the Parties agree.
Mediator Compensation: The mediator's compensation rate will be determined at
or before his or her appointment. Such compensation, and any other costs of the
mediation, will be shared equally by the Parties, unless otherwise agreed.
Mediation Ground Rules: The ground rules for the mediation shall be:
a) The process is voluntary and non-binding. Either Party may withdraw at
anytime by notifying the mediator and the other Party in writing of its intent to withdraw.
b) The mediator shall be neutral and impartial.
c) The mediator controls the procedural aspects of the mediation. The Parties will
cooperate fully with the mediator.
d) There will be no direct communication between the Parties or between their
attorneys regarding the mater in dispute without the concurrence of the mediator.
e) The mediator is to meet and communicate separately with each Party.
f) The mediator will decide when to hold separate meetings with the Parties and
when to hold joint meetings. The mediator will fix the time and place of each session
and the agenda, in consultation with the Parties.

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g) Each Party may be represented by more than one Person, e.g., a staff
member and an attorney. To the fullest extent possible under the law, at least one
representative of each Party will be authorized to negotiate a settlement of the dispute.
h) The process will be conducted expeditiously. Each representative will make
every effort to be available for meetings.
i) The mediator will not transmit information given to him or her by either Party to
another party, unless authorized to do so.
j) To the fullest extent authorized or permitted by the law, the entire process will
be confidential. The Parties and the mediator will not disclose information regarding the
process, including settlement terms, to third parties, unless the Parties otherwise
agreed or unless required by law to do so. The process shall be treated as a
compromise negotiation for the purposes of the Federal Rules of Evidence and
Washington Evidence Code. The mediator will not be disqualified as a witness,
consultant or expert in any pending or future action relating to the subject matter of the
mediation including those between Persons not parties to the mediation.
k) The mediator, if a lawyer, may freely express his or her views to the Parties on
the legal issues of the dispute, unless a Party objects to him or her so doing.
l) The mediator may obtain assistance and independent expert advice with the
agreement of and at the expense of the Parties.
m) The mediator will not be liable for any act or omission in connection with his or
her role as a mediator.
n) The Parties will refrain from court proceedings during the mediation process,
insofar as they can do so without prejudicing their legal rights. If litigation is pending
between the Parties regarding the subject matter of the mediation, the Parties may
agree to inform the court of the mediation process and the name of the mediator, and
they may request a stay of court proceedings. Insofar as possible, discovery will be
suspended while mediation is ongoing.
Preliminary Meetings: Once a mediator is selected, the Parties will meet jointly
with the mediator to discuss the above ground roles and any different or additional
ground rules the mediator or either Party wishes to propose. The Parties and the
mediator may agree on whether the Parties will be the first to make settlement
proposals, or whether they wish the mediator to make such a proposal once he or she
has familiarized herself with the dispute.
Submission of Material: Upon entering into mediation each Party shall submit to
the mediator such material and information as it deems necessary to familiarize the
mediator with the dispute. The mediator may request any Party to provide clarification
and additional information. The mediator may request each Party, separately or at a
joint meeting, to present its case informally to the mediator.

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Negotiation of Settlement Terms: Once the mediator has familiarized himself or
herself with the case, he or she will hold discussions with the representatives of the
Parties. The mediator will decide when to meet or confer separately with each Party,
and when to hold joint meetings. The mediator may assist the Parties in arriving at a
settlement in a variety of ways.
If the Parties fail to develop mutually acceptable settlement terms, the mediator,
before terminating the procedure, may submit to the parties a final settlement proposal
that he or she considers equitable to all Parties. The Parties will carefully consider such
proposal and at the request of the mediator will discuss the proposal with him or her.
Efforts to reach a settlement will continue until (a) a settlement is reached, or (b) one of
the Parties withdraws from the process, or (c) the mediator concludes and informs the
Parties that further efforts would not be useful.
If a settlement is reached, the mediator, or one of the Parties at the mediator's
request, will draft a written settlement document incorporating all settlement terms. The
draft will be circulated among the Parties, edited as necessary, and if acceptable,
formally executed.
Section 11.03

SEVERABILITY

If any provision of this Contract is declared by a court to be illegal or in conflict
with any law, the validity of the remaining terms and conditions shall not be affected;
and the rights and obligations of the Parties shall be construed and enforced as if the
Contract did not contain the particular provision held to be invalid.
Section 11.04

TIME

Time is of the essence in this Contract.
Section 11.05

ASSIGNMENT

Except as otherwise provided herein, without the prior written consent of DOC
(which shall not be unreasonably withheld), Contractor shall not assign, delegate or
transfer its rights, duties, or obligations under this Contract to any Person or entity, in
whole or in part, whether by assignment, merger, transfer of assets, sale of stock,
operation of law or otherwise. Notwithstanding the foregoing or the provisions of Part X
(Termination) above, Contractor may assign its rights hereunder to a parent, subsidiary
or affiliate without DOC’s consent; provided that (i) the assignment does not increase
the obligations of DOC regarding this Contract, (ii) such assignee or transferee shall be
subject to all defenses of DOC under this Contract, (iii) such assignee or transferee
shall be responsible for all of Contractor's obligations under this Contract, and (iv)
Contractor shall not be released from its obligations under this Contract and Contractor
shall remain primarily liable for all of its obligations under this Contract as if no
assignment had occurred. Any attempt by Contractor, except as provided herein, to
assign or in any way transfer its interest in the Contract without such prior written
consent of DOC shall be deemed a material breach of this Contract. Written requests
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for DOC’s consent to an assignment, delegation or transfer shall be provided to DOC at
least ninety (90) calendar days prior to the proposed effective date of the assignment. If
DOC consents to such assignment, delegation or transfer, the assignee or transferee
shall be entitled to all of Contractor's rights under this Contract, provided that (i) the
assignment does not increase the obligations of DOC under this Contract, (ii) such
assignee or transferee shall be subject to all defenses of DOC under this Contract, (iii)
such assignee or transferee shall be responsible for all of Contractor's obligations under
this Contract, and (iv) Contractor shall not be released from its obligations under this
Contract and Contractor shall remain primarily liable for all of its obligations Under this
Contract as if no assignment had occurred.
The foregoing notwithstanding, Contractor may assign, delegate or transfer its
rights, duties or obligations under this Contract to an Affiliate of Contractor, provided
that (i) the assignment, delegation or transfer does not increase the obligations of DOC
under this Contract, (ii) such assignee or transferee shall be subject to all defenses of
DOC under this Contract, (iii) no change of control of Contractor shall have occurred,
and (iv) Contractor shall not be released from its obligations under this Contract and
Contractor shall remain primarily liable for its obligations under this Contract as if no
assignment had occurred.
Section 11.06

SUCCESSORS IN INTEREST

The provisions of this Contract shall be binding upon and shall inure to the
benefit of the Parties to this Contract and their respective permitted successors and
assigns.
Section 11.07

ENTIRE AGREEMENT

This Contract, together with the Solicitation, the Response, all written clarification
materials, all supplementary documents incorporated by reference, all Written
Authorizations, and all exhibits and attachments hereto and thereto, constitute the entire
agreement and understanding between the Parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, whether
oral, written, implied or expressed, relating to the subject matter hereof.
Section 11.08

INTERPRETATION OF DOCUMENTS

The documents forming this Contract (the "Contract Documents") consist of: (i)
this Contract; (ii) the Exhibits and/or Appendices to this Contract, which describe the
specific Service to be provided, the rates to be charged users of offender phones, and
other information as may be necessary regarding the Service; (iii) the other Exhibits
and/or Appendices and/or Attachments to this Contract; (iv) the Solicitation and all
materials provided as part of or adjunct to the Solicitation, and written requests for
clarification or additional information; and (v) Contractor's Response, including all its
submittals, pricing information, reference materials, and any other documentation
submitted with the Response and accepted by DOC, or in response to a written request
for clarifications to the Proposal which may arise. The Contract Documents are
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complementary and what is called for by one shall be as binding as if it were called for
by all. The Contract Documents are intended to include all details of the Services to be
provided and the manner of provision, in case of conflict among any of the Contract
Documents, the order of precedence to resolve such conflict shall be the following: (1)
this Contract and its Appendices, Exhibits, and Attachments; (2) the Solicitation; (3) the
Response; (4) written clarifications; (5) written submittals; then (6) Certificates of
Insurance. Without limiting the foregoing, any comments by Contractor contained in the
Response or any attachments to the Response which limit the requirements contained
in this Contract or the Solicitation or which contain descriptive language or items which
are not as favorable to DOC as the language or items contained in this Contract or the
Solicitation shall not be deemed to be accepted and agreed to by DOC unless such
comments are specifically written into this Contract or the Appendices to this Contract.
Section 11.09

AMENDMENTS, WAIVERS

This Contract may not be amended except by an instrument in writing signed on
behalf of each of the Parties hereto. No term or condition of this Contract may be
waived except by an instrument in writing signed by the Party against whom such
waiver is sought to be enforced.
Section 11.10

CAPTIONS

The captions or headings in this Contract are for convenience only, and in no
way define, limit, or amend the scope or intent of any provision of this Contract. Any
cross-references provided are for convenience only and in no way limit all references to
a particular subject.
Section 11.11

WAIVER

Failure of DOC to enforce any provision of this Contract shall not constitute a
waiver or relinquishment by DOC of the right to such performance in the future nor of
the right to enforce that or any other provision of this Contract, nor bar DOC from
enforcing strict performance of such provision in any subsequent instance.
Section 11.12

FORCE MAJEURE

Except with respect to defaults of Subcontractors for which Contractor shall be
responsible, neither Party shall be held responsible for any delay in performance or
failure to perform caused by fires, strikes, embargoes, computer failures resulting from
situations out of Contractor's control, power outage, civil or military authorities, acts of
God, or other conditions beyond the reasonable control and not caused or contributed
to by fault or negligence of the Party (each a "Force Majeure Event"). This provision as
it relates to strikes shall apply only to failure to perform or delay in installation of the
Services, and does not relieve Contractor from making every reasonable effort to
maintain, repair, or restore the Services. If the delays are caused by the default of a
Subcontractor, and if such default arises out of causes beyond the control of both
Contractor and its Subcontractor, and without the fault or negligence of any of them,
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Contractor will not be liable for damages for delays, unless the Supplies or services to
be furnished by their Subcontractors were obtainable from other sources in sufficient
time to permit Contractor to meet the required schedule.
In the event of a reduction or interruption of Services subject to this Section,
Contractor shall employ its best efforts to restore the Services to DOC on the highest
priority basis consistent with applicable statutes, roles, regulations, or other valid law.
Section 11.13

NOTICES

All notices, requests, demands or other communications required by or otherwise
with respect to this Contract shall be in writing and shall be deemed to have been duly
given to any party when delivered personally (by courier service or otherwise), when
delivered by facsimile and confirmed by return facsimile, or seven days after being
mailed by first-class mail, postage prepaid and return receipt requested in each case to
the applicable addresses set forth below:
IF TO CONTRACTOR: 100 W.Monroe, Suite 2101
Chicago, Illinois 60603
Attn: Legal Department
IF TO DOC (by mail):

P O Box 41114
Olympia, Washington 98504-1114
Attn: Contracts and Legal Affairs

IF TO DOC (by carrier): 7345 Linderson Way SW
Tumwater, Washington 98511
Attn: Contracts and Legal Affairs
or to such other address as such Party shall have designated by notice so given to each
other Party.
Section 11.14

CONTRACTOR'S INFORMATION AND PROPERTY

"Confidential Information" shall mean any technical or business information,
including third-party information, marked as confidential or proprietary and furnished,
disclosed or made available in connection with this Contract, in any form or medium, by
one Party to the other, including, without limitation, specifications, prototypes, software,
models, drawings, marketing plans, financial data and personnel statistics. Confidential
Information does not include information which (1) the recipient knew or had in its
possession prior to disclosure, without confidential limitation; (2) is independently
developed by the recipient without breach of this Contract; (3) becomes publicly
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available without breach of this Contract; (4) is received rightfully from a third party and
without obligation of confidentiality; or (5) is disclosed without restriction by the
disclosing party.
Except as may be required by applicable law (including without limitation
Washington's Public Records law, RCW 42.17), regulations, legal or agency order,
demand or process, neither Party shall disclose to a third party any Confidential
Information without the prior written consent of the other Party.
Section 11.15

INCORPORATION BY REFERENCE

All of the provisions of the Solicitation are incorporated herein and made a part of
this Contract, except to the extent specifically modified by the terms of this Contract, in
which event the terms of this Contract shall control. If there should exist a conflict
between the express requirements of terms of this Contract or the Appendices or other
Attachments hereto and the provisions of the Solicitation, such conflict shall be resolved
according to the order of precedence described in Section 11.08. Any reference in the
Solicitation to the term Service shall be deemed to be a reference to the term "Services"
as defined in this Contract. To the extent not in conflict with the obligations under this
Contract, the Parties hereto agree (and Contractor agrees to cause all Subcontractors)
to comply with the obligations contained in Part II, Terms and Conditions, of the
Solicitation.
Section 11.16

EXECUTION AND COUNTERPARTS

This Contract may be executed in several counterparts, each of which shall be
an original, all of which shall constitute one and the same instrument.
State of Washington
Department of Corrections

FSH Communications, LLC

__________________________
Harold W. Clarke
Secretary

______________________________
Steven Loggans
Vice President/General Manager

__________________________

_______________________________

Date

Date

Approved as to Form:

By _______________________
Assistant Attorney General
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APPENDIX 1.01
DEFINITIONS
Additional Services: Any Services initiated or installed under this Contract
beyond the Initial Services, including, but not limited to, (i) any installation of new
Offender phones requested to be installed by DOC, or (ii) any removal of
Offender phones requested to be removed by DOC.
Attorney Phones: Those offender phones that are specifically set aside for
an offender to contact his/her attorney, these calls are considered privileged and
are not monitored or recorded as they are separate and are not processed
through the Focus 100.
Change of Control: Any transfer of more than fifty percent (50%) of the voting
securities of a Person or transfer of the power to direct or cause the direction of
management policies (whether through ownership of securities or partnership or
other ownership interest, by contract, operation of law or otherwise).
Day: A calendar day, except as otherwise so stated.
DOC: State of Washington, Department of Corrections.
DOC System Cutover: The Department-wide change from the current
contract providers of equipment and service to the equipment and service
providers under this Contract.
Emergency: A problem or outage (including nonfunctioning of vital
features of the Focus 100 such as call blocking) that could potentially result in
injury (broken glass, exposed wires), loss of life, or is security threatening.
Equipment: All equipment installed or made available by Contractor,
according to its offender equipment standards, in connection with the delivery of
the Services, including, but not limited to, the offender phones, the Monitoring
and Recording Systems equipment, and all equipment previously installed by
Contractor under other contracts between DOC and Contractor which is
permitted to be used by Contractor under this Contract.
Extended Term: Is as defined in Part IV.
FCC: The Federal Communications Commission.
Focus 100: Value-Added Communications’ Offender Call Monitoring and
Recording System.
GAAP or generally accepted accounting principles: United States
generally accepted accounting principles recommended from time to time by the
Financial Accounting Standards Board.
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Indemnified Parties or Indemnified Party: DOC, all State Entities, their
officers, divisions, agents, employees, and representatives.
Initial Services: Any Services required under Appendix 2.01 to be installed
and operational as soon as possible after the date of execution of this Contract
without the need for any Written Authorization.
Initial Term: Is as defined in Part IV.
IRS: Internal Revenue Service:
Key Personnel: Specific personnel of Contractor deemed by DOC to be
key personnel to the support of this Contract.
Like-New: Equipment that is refurbished, at a minimum, to all original
factory specifications. Refurbishing shall be done by Contractor or its contracted
representatives at an ISO 9000 qualified refurbishment facility. Appearance and
operation of the Equipment shall be the same as new.
Loss: Any and all loss, damage, claim, obligation, liability, cost and
expense (including, but not limited to, reasonable attorney and other professional
fees and costs and expenses incurred in investigating, preparing, defending
against or prosecuting any Proceeding).
Monitoring and Recording Services: The monitoring and recording
services for the offender phones described more fully in Appendix 2.1.
Monitoring and Recording Systems: The Equipment, software and other
products utilized by DOC and Contractor to provide the Monitoring and
Recording services described in Appendix 2.1.
Offender Phone Services: That portion of the Services related to the
Offender phones.
Offender phones: All telephones located in DOC owned or operated
facilities that are available for use by DOC offenders.
Person: Any individual or corporation, company, general partnership,
limited partnership, limited liability company, limited liability partnership, trust,
incorporated or unincorporated association, joint venture, governmental authority
or other entity of any kind.
Proceeding: Any protest, investigation, arbitration, claim, action, or suit.
RCW: Revised Code of Washington

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Recording Media: The DAT tapes, CD's, diskettes and other recording
media used in connection with the offender phones and the Monitoring and
Recording Systems.
Response: Contractor's written Response to Solicitation #CRFP6446 for
DOC of Washington Offender Telephones submitted by FSH Communications
LCC, including all pricing information, attachments, reference materials, and
written clarifications submitted as part of the response to the Solicitation, and
additional information provided in response to subsequent requests or inquiries
from DOC.
Specifications: All requirements and specifications set forth in this
Contract, the Solicitation, the Response and all appendices and other
attachments to this Contact, the Solicitation and the Response, including, but not
limited to, the performance requirements and specifications for the Service set
forth in Appendix 2.01 to this Contract.
Station Wiring: The wiring from the phone closet to the instrument.
Subcontractor: The individual, firm, corporation, or organization having a
direct contract with Contractor to furnish Service, either wholly as described in
the Contract, or in support of or as part of Service, which is the responsibility of
Contractor.
Term: The Initial Term together with any Extended Term.
Transfer: To grant, sell, assign, encumber, permit the utilization of,
license, lease, sublease or otherwise convey, directly or indirectly, in whole or in
part.
Turnkey: Complete installation including all craft working, training, etc, as
necessary to fully implement or operate a system. All that remains is for the end
user customer to turn the key.
WAC: The Washington Administrative Code.
WUTC: The Washington Utilities and Transportation Commission.

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APPENDIX 2.01 SERVICE
Contractor agrees to provide to DOC, the following Services (individually,
a "Service", and collectively, the "Services") pertaining to Offender phones
currently installed and which may be installed in the future during the Term of this
Contract.
The requirements of the Solicitation and representations about the
Services to be provided contained in the Response are incorporated herein by
this reference to the extent they are not inconsistent with or less protective to
DOC. If there is any conflict or inconsistency between the Solicitation, the
Response and this Appendix, the terms of this Appendix shall control.
Offender phones connected to Call Monitoring and Recording Systems
Contractor, at its expense, shall provide, install, maintain and keep in
operation Offender phones which shall be the Contractor’s standard coinless
telephone station equipment (including line activation) designed for and capable
of providing service to offenders at all locations within DOC facilities where
Offender phones are currently installed and may be requested by DOC to be
installed in the future in existing facilities, in expansion of existing facilities, or in
new construction under way or yet to be initiated. To the extent not inconsistent
with the requirements set forth in this Appendix and elsewhere in the Contract,
these Offender phones shall be constructed and configured, and shall perform,
as represented in the any manufacturer brochure or in Contractor's Proposal,
and/or equivalent. Installation shall include line activation, and interconnection
with Monitoring and Recording Systems equipment where equipped.
OFFENDER PHONES & ENCLOSURES –
Contractor will provide offender telephones (Western Electric 10A,
modified 1D2 Coinless Inmate Telephone or Wintel 7090) as described in its
proposal specifications during the term of the contract. Contractor’s offender
equipment standards are to provide offender telephones within a DOC facility in
one of the following manners:
•

Offender Telephone secured directly to a wall;

•

Offender Telephone secured directly to a wall in a Shelf Enclosure. Shelf
enclosures come in two sizes, the smaller measuring 29 inches high, 16
inches wide and 11 inches deep. The wider unit measures 29 inches high, 23 
inches wide, and 12 inches deep.

•

Offender Telephone secured in an enclosure attached to a pedestal. The L31
Space Saver is a small enclosure measuring approximately 61 inches high,

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14½ inches wide and 12 inches deep with pedestal. Without the pedestal, the
enclosure is 29½ inches high and 9½ inches deep.
•

Offender Telephone secured in a full size telephone booth. The BN500 Booth
is a full-sized enclosure measuring approximately 85 inches high, 34 inches
wide and 30 inches deep.

•

Battery powered TDDs will be provided to the DOC which will enable a
hearing impaired inmate to place a TDD call from the standard installed
Offender Telephone. The Ultratec SuperPrint model 200. The model 200
has a printout for locations that would like a record of the TTY conversation.
Number of TDD units will be mutually agreed upon between the DOC and
FSH.

In all cases where an offender phone is secured the installation will be done in
such a manner that the material will not be easily removed through normal wear
and tear; and will be replaced at any time should there be a material breakdown
of the equipment or offender telephone.
It is understood that the Contractor stocks offender telephones and enclosures
described herein and in its proposal; and as such are considered standard.
Any request to customize any equipment beyond those specified in the contract
and proposal will be discussed between the parties to assess the cost impact of
such request.
FSH-PROVIDED WORKSTATIONS
As the DOC intends to utilize its own state-owned workstations, at a future
date when the state’s Information Technology organization completes its upgrade
of internal systems and infrastructure; until such time as said state-owned
workstations are functional FSH will provide the DOC with approximately thirtythree (33) workstations for their use to access the Focus 100 system.
Workstations come equipped with the necessary hardware and software to
enable access and use of the Focus 100 system. Each workstation will include a
monitor, printer, UPS (uninterrupted power supply), headphones and CD burner.
The workstations will be returned to FSH in satisfactory condition, less normal
wear and tear, and must be returned in the same configuration as supplied (e.g.
if workstation is provided with a flat panel monitor, same monitor must be
returned with the workstation).
Any unauthorized software, including Trackdown, installed on these workstations
by the DOC will be at the DOC’s expense and must be approved in advance in
writing by Contractor. The DOC will be responsible for all expenses relating to
the additional software and any expenses incurred by VAC or FSH as a result of
the DOC’s software causing any service related problems to either the
workstation(s) or to the Focus100 system(s) or associated equipment.
State of Washington

CDCO6840

Department of Corrections

Appendix 2.01

Page 2 of 6

Contractor will engineer each Focus 100 system with the appropriate
number of trunks needed, by facility, to manage existing call volumes which will
be at a minimum of P.01 Busy Hour grade of service. Following the initial system
turnup, Contractor will continue to monitor and adjust, when necessary, the
number of lines required to handle any change in call volume.
All offender phones shall be installed with a cutoff switch located in a
controlled area that, when activated, can physically disable the telephone to
prevent any incoming or outgoing calls and disrupt any call in progress. A call
deactivation capability shall also be provided that will allow DOC personnel to
disable any offender phone from a local control center or area designated by
DOC where station wire can be installed and cable provided by the DOC.
All Offender phones provided under this Contract shall be installed in
compliance with current ADA (Americans with Disabilities Act) requirements,
contain no removable parts, and be designed, constructed, and installed in such
a mariner as to minimize vandalism and destruction of property and to present no
safety hazard to the user. Telephone Devices for the Deaf (TDD acoustic
couplers) shall be provided where required at each DOC facility.
The DOC may request that privileged attorney calls be allowed to be
made from the installed offender phones. It is understood that such calls, if
processed through the Focus 100, will not be recorded and should not be
monitored. Such a request will include a comparative reduction in the number of
separately provided attorney phones.
Contractor shall have emergency support personnel available 24 hours
per day, seven days per week to respond to Offender phone outages. For normal
repair and maintenance work, field technicians and their supervisors shall be
available five (5) days a week, between 7:00 a.m. and 4:00 p.m. The repair
interval for a minor repair fix or maintenance shall be 24 hours or less, five (5)
days a week. A major repair fix shall be completed within four (4) hours after the
outage is reported. A major failure is an outage that may cause injury or a lifethreatening situation. Instructions will be provided to the DOC regarding the
method of contact, during and after hours, and may be modified during the term;
however no modification will change the response requirements set forth in the
Contract.
Contractor shall provide the following for all Offender Phones:
(1) 24 hour per day, seven days per week operator service for call handling,
complaint reports, and credit adjustments for cutoffs and poor transmission
quality;
(2) A 24-hour per day, seven days per week toll-free number for reporting
telephone set troubles;

State of Washington

CDCO6840

Department of Corrections

Appendix 2.01

Page 3 of 6

(3) A minimum of two alternate language voice prompts (English and Spanish)
for Offender Phones;
(4) The ability to place calls to all domestic and international locations within the
North American Dialing Plan;
(5) P.01 Busy Hour grade of service;
(6) Less than one percent of phone calls shall be lost due to hardware/software
failure;
(7) Easy to understand charge records for users of Offender Phones or recipients
of collect calls;
(8) Methods to control fraud using Offender Phones; and
(9) All signage and notices required by the FCC, the WUTC, and DOC.
Within 60 days of the close of Contractor's fiscal year, an annual report
containing an inventory of the telephone numbers and locations for each
Offender Phone covered by this Contract shall be provided to DOC.
Contractor or its Subcontractors shall provide, at its expense, local and
long distance (intraLATA, interLATA, intrastate, interstate, and international)
calling service for all of the offender phones located on properties owned or
operated by DOC including those currently installed and those yet to be identified
or installed in the future during the term of this Contract.
All local and long distance services whether provided with Contractor's
resources and over its network, or with the resources and networks of other
telecommunications companies shall integrate with one another and operate
seamlessly. Full reporting of all usage for all calling services shall be provided.
Contractor shall also provide seven days per week, 24 hour per day access to
professional security and fraud monitoring, and fully interactive call trace
capability that will immediately report the addresses of call origins where
technology permits.
Contractor shall meet with DOC personnel, on a quarterly basis, during
the Term of this Contract, to review and discuss Contractor's performance under
this Contract.
Contractor or its Subcontractors, at its expense, shall provide local, long
distance (intraLATA, interLATA, intrastate, and interstate) and international
calling service and its standard equipment for all of the Offender phones located
within all DOC facilities both currently installed and as may be installed in the
future during the Term of this Contract, in expansion of existing facilities or in
new construction under way or yet to be initiated.

State of Washington

CDCO6840

Department of Corrections

Appendix 2.01

Page 4 of 6

Offender Calling System
The Contractor will provide an Offender Calling System as set forth in the
Solicitation and the Response which are incorporated herein by this reference.
Offender Call Monitoring and Recording System
The Contractor will provide an Offender Call Monitoring and Recording System
(Focus 100) as set forth in the Solicitation and the Response, which are
incorporated herein by this reference. By separate document the Contractor and
DOC shall describe the functional requirements required for DOC to implement
the VAC inmate telephone system. Said document shall be identified as “State of
Washington Department of Corrections Statement of Work (SOW)” which shall
be incorporated into the Contract by this reference.
All DOC prison facilities will have installed either in a control center or
master control center live-monitoring equipment. Such installation will occur
consistent with Contractor’s Implementation Plan or as otherwise mutually
agreed. Focus 100 equipment will be provided by Contractor in accordance with
the Response.
Work stations, where needed, will be provided by FSH or VAC
programmed to interface with the VAC Focus100 systems. Any unauthorized
software installed on these workstations by DOC will be at DOC's expense and
must be approved in advance in writing by FSH. DOC will be responsible for all
expenses relating to the additional software and any expenses incurred by VAC
or FSH as a result of DOC's software causing any service related problems to
either the workstation(s) or to the Focus100 system(s) or associated equipment.
Trouble Reporting and Repair Response
Contractor shall provide a 24-hour per day, seven (7) days per week tollfree number for reporting troubles requiring repair. A trouble call to the toll free
number shall result in an immediate trouble ticket with an appropriate trouble
diagnosis and repair response.
Repair response shall consist at a minimum of a qualified technician on
site or remotely connected to the system. At a minimum, the technician shall
have adequate replacement components to complete the repair of port modules,
power supplies, and phone components.
Contractor shall have emergency support personnel available 24 hours
per day, seven (7) days per week to respond to failures or trouble with Offender
phones, the offender call system, or the offender call monitoring and recording
system. For normal repair and maintenance work, field technicians and their
supervisors shall be available five days a week, between 7:00 a.m. and 4:00 p.m.

State of Washington

CDCO6840

Department of Corrections

Appendix 2.01

Page 5 of 6

Minor failures or routine maintenance shall be completed within 24 hours
or less, five (5) days a week. A minor failure is defined as any failure less than a
major failure.
Contractor shall respond to major failures within two (2) hours of when the
failure is reported. Such response shall consist of a status report of the failure,
which shall be determined by remote-access or by a trained specialist on site.
The repair shall be completed by the earlier of (i) four (4) hours after Contractor
responds to the failure, or (ii) eight (8) hours after the failure is reported. A major
failure is defined as a loss of call monitoring or call removal capabilities or a
catastrophic failure. A catastrophic failure includes any event that causes 25% or
more of the phones at any one site to be unable to process calls or the complete
loss of availability of any single facility service, including component failures
terminating service, network service failures terminating calling, downtime for
routine or remedial maintenance during normally scheduled times in which the
equipment is supposed to be available for use, or any case in which a facility
management considers it necessary to shut the system down because of
component failure related to the "safe and orderly'' operation of the facility, or
because continuing operation would result in financial loss.
Contractor shall provide such personal background data as is required by
DOC on any of the Contractor's or its subcontractors' personnel entering a
correctional facility.
Contractor shall provide the Inmate Repair Self-Reporting services as
outlined in its proposal to facilitate rapid response to repair needs as identified by
an Offender (e.g. handset is broken) or to address call completion questions.

State of Washington

CDCO6840

Department of Corrections

Appendix 2.01

Page 6 of 6

APPENDIX 3.01
A.

Calling Plans

Contractor shall within 120 days from the Agreement’s execution date or
upon date of DOC System Cutover, which ever is earlier, and throughout the
term of the Contract, including any extensions thereof, offer 1) a traditional or
direct bill calling plan for offender family and friends on approved offender phone
call lists; 2) a discounted Advance Pay (pre-paid) calling plan for offender family
and friends on approved offender phone call lists; 3) a pre-paid debit calling plan
that may be funded by individual offenders at a discounted rate through accounts
established in facility commissaries, or otherwise as may be determined by DOC,
4) one complimentary call for each offender each year, and 5) one prepaid calling
card ($10.00 value) to be provided by DOC to an offender upon his/her release
from incarceration.. Calling plans will be implemented Department-wide unless
otherwise requested by the Secretary.
Any program under which Contractor denies or blocks calls for the
purpose of limiting abuse of credit or to limit consumer debt is subject to approval
by DOC, and shall be proposed to DOC at least sixty (60) days in advance of the
date the program is proposed to take effect.
Call Costs
Call costs, as detailed below, clearly demonstrate the parties’ desire and
willingness to develop creative, cost effective rates for the offender or called
party while providing minimum positive margins for the Contractor and sufficient
revenues for the activities funded from the Institutional Welfare Betterment
Account. Call costs will be effective upon date of DOC System Cutover, but no
later than 120 days from the Agreement’s execution date unless otherwise
requested by the Secretary
FSH will provide a flat rate of $3.50 for all collect calls, up to 20 minutes in
length, which terminate in the local intraLATA, interLATA/Intrastate, or
interLATA/interstate boundary applicable to the State of Washington. Advance
Pay or Debit calls that fall into these LATA boundaries will receive a 10%
discount.
Interstate calls that terminate outside of these boundaries will be $0.89 per
minute plus a $4.95 surcharge.
International call costs vary by call destination – see International Chart
below
These rates and surcharges shall constitute the total costs to consumers
or offenders. No additional rates or charges per call, per minute, per mileage
band may be imposed (except for applicable taxes and charges as approved by
State of Washington
Department of Corrections

CDCO6840
Appendix 3.01

Page 1 of 7

FCC or state public utilities commission), and no additional rate periods applied
without the written consent of DOC. Any changes to rates, surcharges or
discounts proposed during the term of a contract extension will be mutually
negotiated and agreed between the parties as described in Section 7 of the
Solicitation. Adjustments in phone rates will be considered by the DOC when
provided written notice of any proposed change in rates with sufficient
documentation to justify request.
Advance Pay Accounts
FSH will provide instructions for offender families and friends describing
the steps necessary to set up an Advance Pay Account. Advance Pay accounts
set up by the called party who is authorized to receive offender calls will be
charged a non-refundable $10.00 account setup fee. This fee will be deducted
only once and is necessary to pay for the cost of the call center for initial account
set up and administration. The minimum account funding will be $50.00 and the
maximum will be $200.00 for each account. Once an account is established,
calling will be allowed as long as funds are available in the account. As the
account balance nears zero (0), the called party will be played a message with
instructions to contact the call center to add funds to the account so that calling is
not interrupted. Each account may only be funded once per day. Once an inmate
is released from custody, the owner of the pre-paid account may fully use any
remaining account balance by calling a toll free number to receive a telephone
number and PIN number which will allow them to place calls to any domestic
(USA) number similar to a calling card. Alternatively, pre-paid account holders
may request a refund of the unused funds in their account by providing VAC a
written request. There will be a charge of $10.00 to provide a refund check for
any pre-paid account. This fee will be deducted from the available funds in the
pre-paid account prior to issuing the refund.
Offender Debit Calling
Contractor shall also develop a pre-paid debit calling plan that may be
funded by individual offenders to receive a discounted rate, through accounts
established in facility commissaries, or otherwise as may be determined by DOC.
This plan shall be offered as a voluntary alternative to the ordinary collect-call
procedure. The offender pre-paid debit calling plan shall not be offered to
offenders or implemented by Contractor until reviewed and approved by the
Secretary of DOC. Contractor shall be responsible for providing staffing and any
other resources necessary to implement an offender pre-paid debit calling plan.
B.

Basis and Guarantee for Commissions Paid to DOC

1. The DOC shall receive as a commission 51.00% of the amount billed
for all accepted calls. In the case of calls made under a pre-paid calling plan,
amounts debited against the account shall represent accepted calls.

State of Washington
Department of Corrections

CDCO6840
Appendix 3.01

Page 2 of 7

2. The DOC shall receive annually the sum of FIVE MILLION ONE
HUNDRED THOUSAND DOLLARRS ($5,100,000.00) as its minimum
commission, paid quarterly, as nonrefundable advance payments, regardless of
whether that amount is greater than 51.00% of the amount billed for all accepted
calls actually made during that year. If the cumulative amount of commissions
derived by applying the commission rate of 51.00% to the total amount billed for
all accepted calls actually made during that year exceeds the advance payments,
then the DOC shall receive an additional payment, as set forth in Paragraph C
below. If the cumulative amount of commissions derived by applying the
commission rate of 51.00% of the total amount billed for all accepted calls
actually made during that year falls below the amount of the advance payments,
the DOC shall not reimburse Contractor for the amount of the deficit.
3. Contractor shall provide a monthly report to the Department of
Corrections indicating the total number of accepted calls, including how call was
paid and the associated amounts, number of attempted calls, and number of
minutes billed for local, intraLATA, interLATA, interstate, international and any
other tariff schedule used as a basis for payment of DOC’s commission. The
report shall reflect such numbers and amounts on both a facility level and in
aggregate totals for the Department, and shall be submitted to the Department
no later than the 20th day of the following month.
4. Upon an award of a succeeding contract for offender telephone service
to a vendor other than Contractor, occurring during a contract year and in an
instance in which the termination of the contract herein is not due to a material
breach of the contract by Contractor, if, as of the transition date, the cumulative
amount of commissions derived by applying the commission rate of 51.00% of
the total amount billed for all accepted calls actually made during the transition
year falls below the amount of the advance payments made by Contractor
pursuant to Paragraph B(1) above, the DOC shall require the new vendor to
reimburse Contractor for the amount of the deficit as a condition to the
transitioning of the service. Reimbursement of a commission deficit shall not be
required if the contract is terminated for any reason effective on a contract
anniversary date, and in no event shall the DOC be liable for any commission
reimbursement.
C.

Payment of Commissions

1. The guaranteed commission of $5,100,000.00 shall be paid to the
DOC in quarterly installments of $1,275,000.00 due no later than the 30th day of
January, April, July and October of each calendar year. The payment of the first
installment will be prorated at a rate of thirteen thousand nine hundred seventytwo dollars and sixty cents ($13,972.60) per day for the quarter in which the
contract is fully executed.
2. Any additional commission payment due to DOC shall be paid in full
and remitted separately from the quarterly installment payments to the
State of Washington
Department of Corrections

CDCO6840
Appendix 3.01

Page 3 of 7

Department of Corrections on or before January 30th of the succeeding contract
year (the first additional commission payment, if any, shall be due on January 30,
2007). Contractor shall notify DOC of additional commission calculated and owed
under this Contract. It is understood by the parties that it is the intent of the DOC
to mitigate where possible offender, family or friend costs of offender calls.
Contractor will use its best efforts to assist the DOC in determining each year the
best use of any additional commission for such purpose.
3. All quarterly commission payments shall be made payable to “The
Washington State Department of Corrections,” and shall be directed to
Washington State Department of Corrections, Business Services, PO Box 41107,
Olympia, WA 98504-1107 Attn: Janet Ensley. DOC will provide direction to the
Contractor for payment of additional commission. At the DOC’s request
commissions will be remitted via electronic wire transfer. Such request must be
made in writing and contain all applicable bank routing information to facilitate
such transfer.
4. The guaranteed commission for each subsequent calendar year will be
adjusted on January 1st of each year based on the fiscal year U.S. Implicit Price
Deflator (IDP) published in the June volume of the Washington Economic and
Revenue Forecast. The DOC will provide this information to the vendor no later
than August 1st of each calendar year.
5. Any change in rates or commission will be mutually agreed upon and
will not create a substantial impact to the expenses incurred by the vendor.

State of Washington
Department of Corrections

CDCO6840
Appendix 3.01

Page 4 of 7

INTERNATIONAL RATES – DEBIT ONLY
Country
Code
01193

Country

Per Min. Rate

Afghanistan

$5.01

Country
Code
011238

011355

Albania

$2.28

345

011213

Algeria

$1.79

011236

011684

American
Samoa
Andorra
Angola
Anguilla
Antarctica
Antigua
(Barbuda)
Argentina
Armenia
Aruba
Australia

$2.39

Austria
Azerbaijan
Bahamas
Bahrain
Bangladesh
Barbados
Belgium
Belize
Benin
Bermuda
Bhutan
Bolivia
BosniaHerzegovina
Botswana
Brazil
British Virgin
Islands
Bulgaria
Burkina Faso
Burundi
Cambodia
Cameroon
Canada

011376
011244
264
011672
268
01154
011374
011297
01161
01143
011994
242
011973
011880
246
01132
011501
011229
441
011975
011591
011387
011267
01155
284
011359
011226
011257
011855
011237
1

State of Washington
Department of Corrections

Country

Per Min. Rate
$2.66

011235

Cape Verde
Island
Cayman
Islands
Central
African
Republic
Chad Republic

$1.31
$2.93
$1.86
$4.81
$1.36

01156
01186
01157
011506
011385

Chile
China
Colombia
Costa Rica
Croatia

$1.11
$2.51
$1.72
$1.60
$1.94

$1.44
$2.66
$1.31
$0.77

01153
01145
767
809

$2.37
$1.05
$1.21
$1.01

$1.43
$2.12
$0.76
$2.22
$3.20
$1.65
$1.04
$1.94
$2.28
$1.08
$5.07
$1.87
$1.94

011593
01120
011503
011358
01133
011241
011220
01149
011233
01130
473
011502
011592

Cuba
Denmark
Dominica
Dominican
Republic
Ecuador
Egypt
El Salvador
Finland
France
Gabon
Gambia
Germany
Ghana
Greece
Grenada
Guatemala
Guyana

$2.28
$1.26
$1.29

011509
011504
011852

Haiti
Honduras
Hong Kong

$2.06
$2.02
$1.41

$1.55
$2.93
$5.64
$4.99
$2.49
$0.44

01136
01191
01162
01198
011964
011353

Hungary
India
Indonesia
Iran
Iraq
Ireland

$1.23
$2.49
$1.85
$3.00
$4.08
$0.94

CDCO6840
Appendix 3.01

$1.14
$4.00

$4.81

$2.02
$2.25
$1.57
$1.06
$0.64
$2.25
$2.00
$0.66
$1.78
$1.39
$1.64
$1.49
$2.59

Page 5 of 7

Country
Code
011972
01139
876

Country

Per Min. Rate

Israel
Italy
Jamaica

$1.73
$1.06
$2.16

Country
Code
01165
011421
011386

01181
01182
011856
011371
011961

Japan
Korea, South
Laos
Latvia
Lebanon

$0.78
$1.26
$5.16
$2.12
$2.39

011252
01127
01134
869
758

011231

Liberia

$1.80

011508

011370

Lithuania

$2.50

784

01160
01152

Malaysia
Mexico Rate Zones
1-3*
Mexico Rate Zones
4-8*
Monaco
Montserrat
Morocco
Netherlands
Antilles

$1.37
$0.70

Country

Per Min. Rate

Singapore
Slovakia
Slovenia,
Republic of
Somalia
South Africa
Spain
St. Kitts
St. Lucia

$1.25
$1.58
$1.94

$1.29

011249
01146

St. Pierre &
Miquelon
St. Vincent
&
Grenadines
Sudan
Sweden

$4.26
$0.61

$1.22

01141

Switzerland

$0.66

$0.64
$1.89
$2.20
$1.48

011963
011886
01166
868

$2.93
$1.41
$1.94
$1.80

$0.61
$2.46

01190
649

011505

Netherlands
New
Zealand
Nicaragua

$1.65

340

011234
01147
01192

Nigeria
Norway
Pakistan

$2.77
$0.75
$2.77

011256
011380
011971

011507

Panama

$1.71

01144

011595
01151

Paraguay
Peru

$2.08
$1.76

011598
01158

Syria
Taiwan
Thailand
Trinidad &
Tobago
Islands
Turkey
Turks &
Caicos
U.S. Virgin
Islands
Uganda
Ukraine
United
Emirate
United
Kingdom
Uruguay
Venezuela

01152

0113393
664
011212
011599

01131
01164

State of Washington
Department of Corrections

CDCO6840
Appendix 3.01

$7.05
$1.55
$1.28
$1.37
$1.62

$1.82

$1.59
$1.63
$0.95
$2.12
$2.39
$1.53
$0.51
$2.05
$1.34

Page 6 of 7

Country
Code

Country

01163
01148
011351
787
01140
0117
011250
011966

Philippines
Poland
Portugal
Puerto Rico
Romania
Russia
Rwanda
Saudi
Arabia
Senegal

011221

State of Washington
Department of Corrections

Per Min. Rate

Country
Code

$1.59
$1.32
$1.43
$0.65
$1.96
$2.11
$3.20
$2.79

01184
011967
011381
011243
011263

Country

Vietnam
Yemen
Yugoslavia
Zaire
Zimbabwe

Per Min. Rate

$3.24
$1.85
$1.98
$2.12
$1.85

$3.32

CDCO6840
Appendix 3.01

Page 7 of 7

APPENDIX 6.01.2
KEY PERSONNEL
FSH Communications
Name

Title

Dana Alixander....................................... Director – Sales
James Brandt ......................................... Director – Infrastructure
Greg Button............................................ Director – Customer Service
Bob Dubay ............................................. Director – Corrections Products
Ken Jackson........................................... Director – Operations
Shellie Luallin ......................................... Director – Information Technology
Christy Bailey ......................................... Operations Manager – Washington
Tom Deja................................................ Operations Manager – SW WA/Oregon
Joanna Howard ...................................... Account Executive – Washington
Denitrice Jenkins .................................... Customer Account Consultant
Deb Walker ............................................ Manager – Corrections Services/Repair

State of Washington
Department of Corrections

CDOC6840
Appendix 6.01.2

Page 1of 1

Appendix 6.11
SUBCONTRACTORS
Value-Added Communications (VAC)
Global Tel*Link (GTL)
Paragon Communications Services LCC (Paragon)

State of Washington
Department of Corrections

CDOC6840
Appendix 6.01.3

Page 1of 1