Executed Contract _Std 213_ - State of California

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STD 213 (Rev 06/03)                                                                                AGREEMENT NUMBER                          AGENCY BILLING CODE

                                                                                                   REGISTRATION NUMBER

 1.    This Agreement is entered into between the State Agency and the Contractor named below:

           Department of General Services
           Pacific Telemanagement Services
 2.        The term of this
           Agreement is:               May 1, 2006 through April 30, 2009

 3.    The maximum amount                   $ 0.00
       of this Agreement is:

 4. The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement.

      Exhibit A, Statement of Work and Payment Provisions (8 pages).
      Exhibit A-1 Budget Provisions and Breakdown (3 pages).
      Exhibit B - The IT General Provisions (Revised and Effective 10/03/2005)*
      Exhibit C - Information Technology Maintenance Special Provisions *
      Exhibit D - Information Technology Personal Services Special Provisions *
      Exhibit E - Additional Terms and Conditions (4 pages).
      RFP MSA 54673 and the Contractor’s response are incorporated and made a part of this agreement by reference.

         * Exhibits B through D are hereby incorporated via reference to the website.

      IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

                                                     CONTRACTOR                                                          California Department of General Services
      CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)
                                                                                                                                          Use Only
      Pacific Telemanagement Services
      BY (Authorized Signature)                                                    DATE SIGNED (Do not type)



                                           STATE OF CALIFORNIA

      Department of General Services
      BY (Authorized Signature)                                                    DATE SIGNED (Do not type)

      PRINTED NAME AND TITLE OF PERSON SIGNING                                                                            Exempt per:
      Rita Hamilton, Deputy Director

      707 Third Street, 2nd Floor West Sacramento, CA 95605-2811
                                                                        PACIFIC TELEMANAGEMENT SERVICES
                                                                                    Contract Number 05-06-58-01
                                                                                                   Page 2 of 16

                                                       EXHIBIT A

       The Statement of Work (SOW) provides an overview of the necessary services provided by the Contractor
       for the State of California (State) and participating local governments (Agency.) The Contractor will retain all
       revenues generated from the public pay telephone usage, except as noted in the Cost Worksheet (page 12
       of 16). The Contractor is responsible for providing reliable and extensively available public pay telephone
       services to the State’s citizens, taxpayers, tourists, visitors, and others who wish to place a call from Agency-
       owned or leased property located throughout the State. The State shall pay for all “state-requested” new
       installation, relocation, or de-installation of pay telephone equipment and enclosures and preventive
       maintenance for a monthly fee (See .Exhibit A1).
       This is a Master Services Agreement for the purpose of securing the installation of telephone equipment and
       associated maintenance of all pay telephones located on Agency property.
       1. Pay Phone Locations - The Contractor will be required to maintain payphone services at locations
          on state property. Services would include all existing public pay telephones currently in use by the
          State and any new or additional locations as may be requested by the State.
       2. New Installation, Relocation/De-lnstallation - The State will pay for any “state requested” new
          installation of telephone equipment and enclosure relocation/de-installation. This shall include any
          new or additional public pay telephone installations beyond the existing environment. For de-
          installation or relocation of public pay telephones, the Contractor must provide a faceplate to cover
          the wall area that was exposed by the telephone removal.
       3. Transition - The Contractor would assume all costs of transition phase-in from the incumbent
          service provider as well as all transition-out costs at the end of the Contract.
       4. Maintenance – The Contractor is responsible, under this contract, to maintain the equipment
          ordered under this Agreement. The Contractor must be responsive to the maintenance
          requirements of the respective Agency. The Contractor shall provide maintenance (labor and parts)
          and keep the public pay telephone equipment/services in good operating condition.

           In the event the equipment being maintained under the terms and conditions of this contract is
           moved to another location within a state-owned or leased building, the Contractor shall continue to
           maintain the equipment at the new location.

       1. Type of Equipment
           The State has established the following types of telephone equipment:
           a) Coin Operated Phones – Coin Operated Phones is defined as “payment by means of depositing
              coins.” Coin acceptance must include those coins accepted by the majority of public pay
              telephones in the United States (U.S.) including nickels, dimes and quarters. Any new coins
              such as the new dollar coin contemplated for issuance by the U.S. Mint must also be accepted if
              acceptance of these coins becomes the industry standard.
                                                                 PACIFIC TELEMANAGEMENT SERVICES
                                                                             Contract Number 05-06-58-01
                                                                                            Page 3 of 16

     b) Coin Less or Charge Phones - Coin less phone equipment is similar in design to a public
        payphone, but there is no need to use coins to pay for a call. Applications are as an
        Emergency, Courtesy, Security, Employee, or Hot-line (requires dialer) phone.
         Charge-a-Phone are non-coin phone instruments. They are similar in design to a public
         payphone, but have the feature to use a phone or credit card as a means of paying for calls.
     c) Telecommunication Devices for the Deaf (TTY) - Telecommunications Devices for the Deaf
        (TTY) units may be requested by an agency. If requested, trained personnel must be available
        24-hours a day, seven days a week, 365 days-per-year to relay calls.
  2. Return of Equipment
     Within thirty (30) days after receipt of instruction or date of discontinuance of Contractor service,
     whichever is later, the Contractor shall cause the equipment to be removed from the Agency premises in
     coordination with the Agency and its new service provider and in accordance with the phase-out plan
     developed by the Contractor and approved by the Agency.
     In accordance with Public Utilities Code Section 728.3:
     a) No telephone corporation operating within a service area shall remove any public telephone unless it
        has posted on the public telephone for not less than 30 days a notice, in a manner and form
        approved by the commission, indicating that the public telephone is to be removed and containing the
        appropriate telephone number of the commission which a customer may call for further information.
     b) This section shall not apply when a public telephone is removed for public safety or public nuisance
        purposes or at the request of the owner or lessee of the property on which the public telephone is
     In accordance with Public Utilities Code Section 741, pay telephones must display who provides the
     phone, what the rates are, and how to receive a refund.
  3. Defective Equipment
     a) Productive Use Requirements - The objective of the Productive Use Requirements is to allow
        time for any major defects to be worked out of the instrument(s) that are proposed for use in this
        services contract and to ensure that all proposed products have a record of proven use in
        customer environments prior to installation for State use.
     b) Customer In-Use Requirement -The proposer must provide an itemized list of in-service dates
        for the telephones, enclosures, lighting, operator services, dial-tone, and line access for inter-
        LATA, inter-State (including international), and intra-LATA calls. Hardware, wiring, and cabling
        shall meet current National Telephone Industry Association (NTIA) reliability standards.
     c) Enclosures and related materials shall meet all applicable standards identified by the Federal
        Communications Commission (FCC) and the California Public Utilities Commission (CPUC).
        IWTS telephones, line access, and transmission quality shall meet industry standards and all
        State and Federal regulations.
  Types - The Contractor shall offer a variety of enclosure types in order to provide the State with maximum
     placement options. In select, mutually agreed upon locations (e.g. highways and other high traffic areas),
     enclosures must provide noise suppression. The proposer is encouraged to offer a variety of these types
     plus additional types. The following enclosure types must be offered as a minimum: Wall, Pedestal,
     Booth, Flush Mount, and Mobile Trailer (temporary services).
                                                                  PACIFIC TELEMANAGEMENT SERVICES
                                                                              Contract Number 05-06-58-01
                                                                                             Page 4 of 16

     Enclosures, booths, shelves, pedestals, or other mounting apparatus selected for installation must be
     preapproved by the ordering Agency.
  Existing Enclosures - The enclosures now residing on state-owned or leased properties belong to MCI or
      Verizon. When existing enclosures conform to the specifications and requirements of the RFP, the
      awarded Contractor may: (a) continue to utilize the existing enclosures, (b) purchase the enclosures
      from the present owner, or (c) install new enclosures that conform to the requirements of this RFP. The
      use of existing enclosures that conform to the requirements of this RFP may be allowed ONLY when
      approved by the Agency pay telephone services Agent, as noted on the Agency order. All enclosures
      must be in “new” or “like new” condition.

  1. Speed Dialing – A process whereby the telephone instrument dials a predetermined phone number by
     the press of a button.
  2. Advertising – Advertising may be in the form of printing or on booths, enclosures or on the instruments
     themselves. The ordering Agency must approve the suitability of specific ads for use on public pay
     telephones that are placed on the agencies property, owned or leased.
  3. Signage – Instructions shall be included for phone usage, telephone call rates, and any rules and
     regulations required by law.

  The Contractor will be responsible for all equipment, labor, and all other costs associated with the provisions
  of the services required by this contract, including but not limited to, hardware, software, network, and
  support services.
  1. Installation
     a) The installation of public pay telephone instruments, cables, and services shall be the responsibility of
        the Contractor. The Contractor must install public pay telephone instruments within thirty (30) days of
        request, or as mutually agreed upon with the ordering Agency.
     b) The Agency shall provide the Contractor access to the site for the purpose of installing instruments
        prior to the installation date. The Agency shall also be responsible for interior wiring associated with
        the installation of telephone instruments/equipment. The Contractor shall specify, in writing, the
        amount of time required for installation. The State cannot guarantee that the Contractor will be
        allowed unlimited access to facilities at all times, and the Contractor will need to factor these
        considerations into the day-to-day activities.
     c) The Contractor shall bear the total cost of installing, providing, and maintaining telephone line access
        services to each public pay telephone site.
  2. Maintenance
     a)    The Contractor is responsible, under this contract, to maintain the equipment ordered under this
           agreement. The Contractor must be responsive to the maintenance requirements of the respective
           Agency. The Contractor shall provide maintenance (labor and parts) and keep the public pay
           telephone equipment/services in good operating condition.
                                                              PACIFIC TELEMANAGEMENT SERVICES
                                                                          Contract Number 05-06-58-01
                                                                                         Page 5 of 16

   b)   The Contractor shall provide preventative maintenance, as required by the equipment
        manufacturer, and as necessary to maintain the system. Preventative maintenance shall be
        provided on a schedule that is mutually acceptable to the State and the Contractor, consistent with
        the Agency’s operating requirements, and based on the specific needs of the equipment, as
        determined by the Contractor and the Agency.
   c)   Remedial maintenance, resulting from a public switched telephone network system software or
        hardware failure, shall be performed by the Contractor on an unscheduled basis (parts and labor
        included). The time required for the Contractor to respond to a call for remedial maintenance is
        known as “response time” or the interval of time from the time a service request is initiated by an
        Agency representative or contact person to the time that the Contractor’s qualified maintenance
        service personnel responds.
   d)   Service personnel must physically arrive onsite or initiate remote remedial maintenance. Repairs
        must be completed within 72 hours of the initial notification.
3. Cleaning
   The Contractor shall ensure that all terminals, booths, and enclosures are cleaned and sanitized
   periodically. A minimum cleaning of each terminal enclosure or booth shall occur once each quarter, or
   more frequently as dictated by local conditions, such as heavy use, continued litter, etc. The contractor
   shall remove, when necessary, all graffiti, stickers, posters, litter, dust, and dirt from or within each
   terminal located on state property.
4. Help Desk
   The Contractor must provide a Help Desk that can be accessed via an 800 number. A live person must
   return a call placed to the Help Desk within two (2) hours, regardless of the time of day or day of the
   A trouble ticket will be opened when a call is placed to the Help Desk. This trouble ticket will not be
   closed until full service is completed. The trouble ticket will remain open until an Agency representative
   signs/approves it.
5. Problem Escalation
   The Contractor must include a problem escalation procedure, for problem solving in the event the
   Contractor does not provide satisfactory response to service issues. This procedure shall, at a minimum,
   identify the local and regional management staff accountable for this project, including their direct
   telephone numbers. Problem escalation procedure personnel must be updated if there is any change in
   the organization.
6. Fraud/Theft
   The Contractor agrees that the Agency shall bear no responsibility for fraudulent calls or theft of pay
   phone or other funds.
7. Call Back Services
   In the event the Contractor fails to provide any of the specified services in the prescribed manner, the
   Agency may call the Contractor to provide services within twenty-four hours, unless otherwise specified.
8. Workmanship
   All work provided by the Contractor shall conform to the latest requirements of Federal, State, City and
   County regulations. The Contractor is responsible for compliance with all applicable laws, codes, rules
   and regulations in connection with work performed under this agreement.
                                                               PACIFIC TELEMANAGEMENT SERVICES
                                                                           Contract Number 05-06-58-01
                                                                                          Page 6 of 16

9. Accidents/Damages
   Damage caused to the equipment covered herein due to fire, abuse, an act of God, accident,
   unauthorized alterations, disasters, the elements, failure of electrical power, misuse, use of unauthorized
   agents, theft, vandalism, or negligence by the State, its officers, agents, or employees, are not covered
   by this agreement and are the contractor’s responsibility.
10. Work Area
   While working on equipment, the Contractor agrees to perform services with as little disruption to the
   Agency’s operation as possible. All tools, equipment, and other work materials belonging to the
   Contractor will be removed from the Agency’s facility at the end of each working day. The Agency shall
   not be responsible for storage of any Contractor property.
11. Quarterly Report Compliance
   For all new installs, relocations, and de-installations made at the Ordering Agency’s request, the
   Contractor shall provide the Department of General Services with the following information during the
   term of the contract:
        1) Quarterly Usage Report (for usage against the contract)
        2) Copies of local government agency orders
   Failure to submit the above-mentioned documents may cause the Contractor to be in default
   of the contract. This shall be the primary responsibility of the Contractor and will be strictly
   enforced. Any Contractor who is untimely in ANY of the reporting requirements, or has to be
   contacted more than twice regarding this issue, may be removed from the Master Services
   Agreement (MSA), and no new orders will be placed against the contract.
   The Contractor shall deliver to the State a quarterly report summarizing MSA contract activity for each
   agency’s order within the reporting period. The report must be submitted no later than the fifteenth (15th)
   working day of the quarter following the period for which an order was placed. The report is to be sorted
   (alphabetized) by agency name then by date order.

   Each line of the report shall represent one order and must contain the information as follows:
            1) Agency Billing Code                     5)   Date of Order
            2) Agency Name                             6)   Service Description
            3) Agency Location                         7)   Service Ordered by Category
            4) Agency Order Number                     8)   Total Dollar Value of the Order

 The State would prefer to receive these reports electronically via Email and be formatted using
 Microsoft Excel compatible (97 or newer). Send to Masters@dgs.ca.gov.
 The Contractor shall send copies of each local government agency order executed on the contract
 along with the quarterly report to:
                       Department of General Services/ Procurement Division
                                 Master Service Agreement Unit
                                     707 3rd Street, 2nd Floor
                                  West Sacramento, CA 95605
                                                                  PACIFIC TELEMANAGEMENT SERVICES
                                                                              Contract Number 05-06-58-01
                                                                                             Page 7 of 16

12.   Personnel
      a) Site Coordinator - During each installation, the Contractor shall assign a Site Coordinator, unless the
         Agency and the Contractor mutually agree to other arrangements. The Site Coordinator shall be
         immediately available to be the single point of contact to address any on-site issues that may arise
         during installations.
      b) Other Personnel - The Contractor must notify the State of any changes in personnel allowed access to
         State premises for the purposes of providing services outlined herein. Upon each personnel change,
         the State reserves the right to conduct fingerprinting and clearance through the Department of Justice,
         Bureau of Criminal Identification and Information prior to being permitted access to the premises.
13.   Contract Transition Period
      The Contractor will participate in two transition phases. The transition phase-in period occurs as part
      of the implementation and transition from the incumbent Contractor to possibly the new Contractor.
      The transition phase-out period occurs upon the end of the contract term of this contract or upon
      cancellation of this contract, whichever occurs first. The Contractor agrees to fully cooperate with the
      State during the transition phases.
      A. Transition Phase-In Period
         1)    Transition activities will begin upon award of the contract or shortly thereafter as agreed
               upon by the new Contractor and the individual participating State agencies.
         2)    Upon contract award, the ordering State agency coordinators and the Contractor will meet to
               discuss and finalize transition and implementation plans. The level of detail and coordination
               required will be dependent upon whether all, part, or none of the existing public pay
               telephones and enclosures are to be replaced or reused.
         3)    The current public pay telephones and enclosures are owned and operated by the
               incumbent contractor. The new contractor may purchase the existing instruments and
               enclosures or replace any of the existing instruments or enclosures subject to the
               requirements of this document and cooperation of the incumbent contractor.
         4)    The Contractor will not be responsible for removing any existing equipment owned by the
               incumbent Contractor. The State will assist the new Contractor in coordinating and
               communicating with the incumbent Contractor regarding action items identified in the new
               Contractors transition and implementation plan.

      B. Transition Phase-Out Period

         1)    The Contractor understands that the State intends to engage in a competitive procurement
               and enter into a new contract at the conclusion of this contract. The incumbent Contractor
               shall actively assist the State in transitioning service to the new Contractor.
         2)    Within 30 days after receipt of instruction or date of discontinuance of Contractor service,
               which ever is later, the Contractor shall determine which equipment is to be removed from
               State premises and/or which equipment is to be transferred to the new Contractor.
         3)    During the phase-out period, the Contractor shall ensure that the State public pay telephone
               users will have continuing and uninterrupted service. The Contractor agrees to extend pay
               telephone services on a month to month basis, as provided under the terms and conditions
               of this contract, for those phones that remain in service during the transition and
               implementation of the new Contractor services.
                                                                 PACIFIC TELEMANAGEMENT SERVICES
                                                                             Contract Number 05-06-58-01
                                                                                            Page 8 of 16

      4)    The Contractor agrees to work with the State and the new Contractor to complete the
            transition including the removal of any existing equipment not to be used by the new

  The State has determined that it is in its best interest to define its needs, desired operating objectives, and
  preferred operating environment. Specific requirements will be defined in the Ordering Agencies
  Statement of Work (SOW).
  A. General Functional Requirements
      The functional requirements are designed to view the requested services from the Awarding Agency’s
      1) Federal and State Laws, Rules Regulations and Codes - All services and equipment offered
         by the Contractor must comply with Federal and State laws, rules and regulations including,
         but not limited to, pricing, provision of consumer information, accessibility to int er-exchange
         carriers, accommodations for the handicapped and any applicable construction, electrical and
         safety codes.
      2) Operation during Power Loss - All public pay telephones that require commercial AC power
         for full operation shall continue to provide 911, 0+ and 0- and coin operation for a minimum of
         four (4) hours during a commercial power failure.
      3) Unblocking of Equal Access Codes - All equipment furnished for use on Agency owned and
         leased properties will comply with all requirements of the Telephone Operator Consumer
         Improvement Services Act of 1990 and all related Federal Communications Commission
         (FCC) requirements including, but not limited to, access to 10XXXX, 101XXXXX, 950 and 1-
         800, 1-888, 1-877 and all other toll free access numbers that are used as alternate inter-
         exchange carrier access codes.

  B. Public Telephone Services
      The State views public payphone services to include a full range of those services offered today
      to the public. The State requires that a range of payment options be offered to users of public
      access terminals. The State also requires that all public pay telephone service terminals provide
      dial tone first and DTMF (Touch Tone) dialing where available.
      Basic Services are those services to which the public has become accustomed to having
      available at public pay telephones throughout the United States. These include:
      1) Local service as defined in Local Exchange Carrier (LEC) tariffs by those exchanges, which
         can be called from each pay telephone services terminal at local rates.
      2) Long Distance service or, in industry terms, inter-LATA and intra-LATA, and interstate calling
      Access to local and long distance directory assistance shall be provided from all Public
      telephones located on State owned or leased property.
      In all locations, calling card, prepaid card, collects, and third-party billing payment options shall be
      accepted. In all cases, acceptance of the Bell Operating Company (BOC) calling cards shall be
      required where BOC calling cards have not been made proprietary.
                                                       PACIFIC TELEMANAGEMENT SERVICES
                                                                   Contract Number 05-06-58-01
                                                                                  Page 9 of 16

Toll free access to the Contractor’s customer service shall be available twenty-four (24) hours per
day, seven (7) days per week. A live person must answer all calls 24-hours per day.
One plus (1+), zero plus (0+) dialed basis and using other access methods as may be required by
law, e.g., 1010XXXX, 950 or 1-800, 1-888 or 1-877 access methods is required.
Zero plus (0+) Dialing Response - The proposed public pay telephone equipment/services must
provide a “bong” tone within five (5) seconds completion of the 0+ dialing. If the user does not
enter any additional numbers after the “bong” tone or after customer instructions are provided, the
proposer shall guarantee that a live operator will then answer within ten (10) seconds of the
“bong” tone at lease at least ninety-five percent (95%) of the time.
Zero (0-) and zero-zero (00-) Dialing Response - When a user dials a zero and does not enter any
additional numbers, the operator services must have a live operator answer within seven (7)
seconds at least ninety-five percent (95%) of the time.
In all public pay telephone locations, callers shall be able to access an operator by dialing “0” or
“00” for assistance.
The Contractor’s public pay telephones must offer access to 911 emergency services where
available. For purposes of “911” communication, all proposed telephones must meet the
requirements of the State of California Code section 53122 which states, in part, that “all pay
telephones shall …enable a caller to dial “911” for emergency services, and reach an operator by
dialing “0” without the necessity of inserting a coin.
The equipment shall provide users access to the following without charge and without the use of a
coin: (I) dial tone; (II) an operator, and (III) local 911 emergency service, or, where unavailable,
prominently displayed instructions on how to reach local emergency service.
                                                                    PACIFIC TELEMANAGEMENT SERVICES
                                                                                Contract Number 05-06-58-01
                                                                                              Page 10 of 16

                                                  EXHIBIT A-1



 A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to
    compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein,
    which is attached hereto and made a part of the Agreement.

 B. Invoices shall include the Agreement Number and shall be submitted in triplicate not more frequently than
    monthly in arrears to:

              (See specific STD 213 or Local Governmental Agency purchase document.)


 A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under
    this Agreement does to appropriate sufficient funds for the program, this Agreement shall be of no further
    force and effect. I this event, the State shall have no liability to pay any funds whatsoever to the
    Contractor or to furnish any other considerations under this Agreement and Contractor shall not be
    obligated to perform any provisions of this Agreement.

 B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the
    State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer
    an agreement amendment to Contractor to reflect the reduced amount.


Payment will be made in accordance with, and within the time specified in Government Code Chapter 4.5,
commencing with Section 927.
                                                                  PACIFIC TELEMANAGEMENT SERVICES
                                                                              Contract Number 05-06-58-01
                                                                                            Page 11 of 16


                              (Category 1 for Statewide and Category 2 for CDCR)

                             Rates for a Three-Year Term (For Statewide Services)

                                  RELATED SERVICES COST WORKSHEET
         Labor Cost for New Telephone Equipment Installation – (State Requested Only)
                                            A.                B.                  C.
                                                Unit Cost          Quantity           Extended Price
1. Labor Cost for New Installation (one to      $250.00      X         750      =   $187,500.00
   four phones per location)
2. Labor Cost for New Installation (five to     $250.00      X         500      =   $187,500.00
   nine phones per location)
3. Labor Cost for New Installation (ten or      $250.00      X         250      =   $187,500.00
   more phones per location)
                    Labor Cost for New Enclosure Installation – (State Requested Only)
4. Labor Cost for Installation –Wall mount          $0.00    X         600      =         $0.00
5. Labor Cost for Installation – Pedestal           $0.00    X         450      =         $0.00
6. Labor Cost for Installation – Booth              $0.00    X         135      =         $0.00
7. Labor Cost for Installation – Flush Mount        $0.00    X         300      =         $0.00
8. Labor Cost for Installation – Trailer            $0.00    X         15       =         $0.00
 Labor Cost for Relocation/De-installation of Telephone Equipment – (State Requested Only)
9. Labor Cost for Relocation/Deinstallation $ 250.00 X       300      =     $75,000.00
     of Phone
10. Labor Cost for Relocation/Deinstallation    $    0.00    X         300      =          $0.00
    of Enclosure
                                                Column C Grand Total                $637,500.00
                                                                         PACIFIC TELEMANAGEMENT SERVICES
                                                                                     Contract Number 05-06-58-01
                                                                                                   Page 12 of 16

           Monthly Preventive Maintenance and Repair Cost by Location/Number of Units
                                          A.              B.        D. Category 1 E. Category 2 -
                                       Unit Cost        Quantity    - (Statewide)    (CDCR)
                                                                      Extended    Extended Price
11. Preventive Maintenance and Repair Service      $100.00*     X       36      =    $3,600.00
    for Telephone Equipment - Monthly Rate (for
    one to four telephones per location).          $100.00*     X       36      =                    $3,600.00
12. Preventive Maintenance and Repair Service      $100.00*     X       36      =    $3,600.00
    for Telephone Equipment - Monthly Rate (for
    five to ten telephones per location).          $100.00*     X       36      =                    $3,600.00
13. Preventive Maintenance and Repair Service       $ 75.00*    X       36      =    $2,700.00
    for Telephone Equipment - Monthly Rate (for
    eleven or more telephones per location).        $ 75.00*    X       36      =                    $2,700.00

                                                  Column D Grand Total:              $9,900.00
                                                  Column E Grand Total:                              $9,900.00

      The Unit Cost represents the rate per Pay Telephone. The Contractor will credit 100% Coin,
      Operator Services, and Per Call Compensation revenues toward any Pay Telephone’s monthly
      maintenance cost. Twenty percent of revenues in excess of the $100 will be commissioned back to
      the user agency.

      Location shall be defined as all telephones contained within a building, camp, park, or institution. If
      a location contains 1-10 telephones, the State will be charged $100.00 per month per telephone. If a
      location contains more than 11 telephones at that location, the State will be charged $75.00 per
      month per telephone.

     Category 1 (Statewide) equals Grand Total of Columns C and D.
                                                                  Grand Total of Column C:__$_637,500.00____
                                                         Plus the Grand Total of Column D:_____ 9,900.00____
                                                      Statewide Grand Total for Category 1:__ $ 647,400.00**___

     Category 2 (CDCR) equals Grand Total of Columns C and E.
                                                                   Grand Total of Column C: ___$_637,500.00_____
                                                           Plus the Grand Total of Column E:______ 9,900.00_____
                                                           CDCR Grand Total for Category 2: ___$ 647,400.00**___

    Add the Statewide Grand Total* and CDCR Grand Total** to arrive at the final dollar amount $_1,294,800.00__
                                                                                                (Basis of Award)
    * Unit Cost = rate per pay telephone.
                           The quantities listed on this and the previous page are projected only.
                                                                PACIFIC TELEMANAGEMENT SERVICES
                                                                            Contract Number 05-06-58-01
                                                                                          Page 13 of 16

                                               EXHIBIT E

1. Applicability of Provisions
   All provisions included in this Agreement shall apply to all MSA release orders issued via this MSA.
   If there is a conflict between the MSA contract and the MSA release order, the MSA agreement
   shall prevail.

2. Licenses and Permits

   The Contractor shall be an individual or firm licensed to do business in California and shall obtain,
   at his/her expense, all license(s) and permit(s) required by law for accomplishing any work required
   in connection with this Agreement.

3. Subcontractors
   Any subcontractor, which is expected to receive more than ten (10) percent of the value of the
   agency order, must also meet all contractual, administrative, and technical requirements of the
   contract. Agencies will require this information/documentation in their Statement of Work.
   Nothing contained in this Agreement or otherwise shall create any contractual relationship between the
   State and any subcontractors, and no subcontractors shall relieve the Contractor of the responsibilities
   and obligations hereunder. The Contractor agrees to be fully responsible to the State for the acts and
   omissions of its subcontractors, and or persons either directly or indirectly employed by any of them, as it
   is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation
   to pay its subcontractors is independent from the State’s obligation to make payments to the Contractor.
   As a result, the State shall have no obligation to pay or enforce the payment of any moneys to any
4. Contract Violations
   The Contractor acknowledges that any violation of Chapter 2, or any other chaptered provision of the
   Public Contract Code (PCC), is subject to the remedies contained in PCC Sections 10420 through
5. Insurance Requirements
   The Contractor shall furnish to the State a certificate of insurance stating that there is commercial general
   liability and workers’ compensation insurance presently in effect for the Contractor of not less than
   $1,000,000 per occurrence for bodily injury and property damage liability combined.

   The certificate of insurance must include the following provisions:

   a) The insurer will not cancel the insured’s coverage without 30 days prior written notice to the
      State; and
   b) The State of California, its officers, agents, employees, and servants are hereby named as
      additional insured but only with respect to work performed for the State of California.
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     The Contractor agrees that the liability insurance herein provided for shall be in effect at all times
     during the term of this contract (including all MSA release orders). In the event said insurance
     coverage expires at any time during the term of this contract, Contractor agrees to provide at least
     30 days prior to said expiration date, a new certificate of insurance evidencing insurance coverage
     as provided for herein for not less than the remainder of the term of the contract, or for a period of
     not less than one year. New certificates of insurance are subject to the approval of the Department
     of General Services, and Contractor agrees that no work shall be performed prior to approval. In
     the event the Contractor fails to keep in effect at all times insurance coverage as herein provided,
     the State may, in addition to any other remedies, terminate this contract.

6.   Release Orders (Contracts) Funded in Whole or Part by the Federal Government
     All contracts (including individual orders), except for State construction projects, which are funded in
     whole or in part by the federal government may be canceled with 30 days notice, and subject to the
     a) It is mutually understood between the parties that this Contract (order) may have been written
        before ascertaining the availability of congressional appropriation of funds, for the mutual benefit
        of both parties, in order to avoid program and fiscal delays which would occur if the Contract
        (order) were executed after that determination was made.
     b) This Agreement is valid and enforceable only if sufficient funds are made available to the State
        by the United States Government for the fiscal year during which the order was generated for
        the purposes of this program. In addition, this Contract (order) is subject to any additional
        restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the
        Congress that may affect the provisions, terms or funding of this Contract (order) in any manner.
     c) It is mutually agreed that if the Congress does not appropriate sufficient funds for the program,
        this Contract (order) shall be amended to reflect any reduction in funds. The department has
        the option to void the Contract (order) under the 30-day cancellation clause or to amend the
        Contract to reflect any reduction of funds.
7. Budget Contingency
     It is mutually agreed that if the State Budget Act of the current year and/or any subsequent years
     covered under this Agreement does not appropriate sufficient funds for the program; this
     Agreement shall be of no further force and effect. In this event, the State shall have no liability to
     pay any funds whatsoever to Contractor or to furnish any other considerations under this
     Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.
     If funding for any fiscal year is reduced or deleted by the State Budget Act for purposes of this
     program, the State shall have the option to either cancel this Agreement with no liability occurring to
     the State, or offer an agreement amendment to Contractor to reflect the reduced amount.
8. Debarment Certification (Federally Funded Service Contracts Over $10,000)
     When Federal funds are being expended, the prospective recipient of Federal assistance funds is
     required to certify to the buyer, that neither it nor its principals are presently debarred, suspended,
     proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction
     by any Federal department or agency.
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9. DGS Termination of Contract
    The DGS, Procurement Division, may terminate this contract at any time with one-month prior written
    notice. Upon termination or other expiration of this contract, each party will assist the other party in the
    orderly termination of the contract and transfer of all assets, tangible and intangible, as may facilitate the
    orderly, undisrupted business continuation of each party. This provision shall not relieve the contractor of
    the obligation to perform under any release order (contract) or other similar ordering document executed
    prior to the termination becoming effective.
10. Negotiation
    At the State’s sole option, the DGS reserves the right to invoke negotiations pursuant to Public
    Contract Code Section 6611, in accordance with existing guidelines and procedures adopted by the
    Department of General Services.
11. Conflict of Interest
    See Public Contract Code §10410 through Public Contract Code §10412.
12. Federal Air or Water Pollution Violations

    See Government Code §4477

13. Audit
    Contractor agrees that the awarding department, the DGS, the Bureau of State Audits, or their
    designated representative shall have the right to review and to copy any records and supporting
    documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such
    records for possible audit for a minimum of three (3) years after final payment, unless a longer
    period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such
    records during normal business hours and to allow interviews of any employees who might
    reasonably have information related to such records. Further, Contractor agrees to include a similar
    right of the State to audit records and interview staff in any subcontract related to performance of
    this Agreement. (GC 8546.7, PCC 10115 et seq., CCR Title 2, Section 1896).
14. Amendment
    No amendment or variation of the terms of this Agreement shall be valid unless made in writing,
    signed by the parties and approved as required. No oral understanding or Agreement not
    incorporated in the Agreement is binding on any of the parties.
15. Approval
    This Agreement is of no force or effect until signed by both parties and approved by DGS, if
    required. Contractor may not commence performance until such approval has been obtained.
16. Termination for Cause
    The State may terminate this Agreement and be relieved of any payments should the Contractor fail
    to perform the requirements of this Agreement at the time and in the manner herein provided. In the
    event of such termination, the State may proceed with the work in any manner deemed proper by
    the State. All costs to the State shall be deducted from any sum due the Contractor under this
    Agreement and the balance, if any, shall be paid to the Contractor upon demand.
17. Independent Contractor
    Contractor, and the agents and employees of Contractor, in the performance of this Agreement,
    shall act in an independent capacity and not as officers or employees or agents of the State.
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18. Timeliness

   Time is of the essence in this Agreement.

19. Liquidated Damages
   Installation Delays Caused by the Contractor:
   1) If the Contractor does not install the public pay telephone(s), ready for use, as listed under the
      Agency order, on or before the installation date(s) specified in the Agency order, the Contractor
      shall be liable for fixed liquidated damages specified in the Agency order, in lieu of all other
      damages for such non-installation. Liquidated damages shall accrue for each calendar day
      between the installation date(s) specified in the Agency order, and the date the public pay
      telephone is certified ready for use or 180 calendar days, whichever occurs first.
   2) If some, but not all of the public pay telephone(s) are installed, ready for use during a period of
      time when liquidated damages are applicable, and the public pay telephone(s) are used,
      liquidated damages shall not accrue against the public pay telephone(s) used for any calendar
      day the public pay telephone(s) are so used.
   3) Should the Contractor fail to install the public pay telephone(s) within sixty (60) days from the
      installation date set forth in the Agency order, the State may obtain replacement public pay
      telephone(s). In such event, the Contractor shall be liable for liquidated damages until the
      replacement public pay telephone(s) is installed and ready for use, or for 180 days from the
      installation date, whichever occurs first.
   4) Installation or Delivery Delays Caused by the State - Liquidated damages shall not accrue in the
      event the public pay telephones cannot be installed due to the State’s failure to prepare the
      facility by the requested date of service, as specified in the Authorization to Proceed, or a
      change directed by the State requires a later installation date of the public pay telephone and
      the State has failed to notify the Contractor of the delay at least fifteen (15) days prior to the
      original installation date.