Document Sample
					                                       EXHIBIT A

                                 SOUTH CAROLINA
                             PARTICIPATING ADDENDUM

 Electronic Monitoring, Random/Scheduled Tracking, Alcohol Monitoring Services and
Support, with a offender Funded Program Option and Satellite Monitoring with Remote
                            Tracking Services and Support
                               WSCA Contract 14600
                   SC Master Price Agreement #: : 05-S6656-A12336

This Addendum is between GS4 Justice Services ("Contractor") and all participating South
Carolina public procurement units (as defined by S.C. Code Ann. § 11-35-4610(5), as
amended) or governmental bodies (as defined by S.C. Code Ann. § 11-35-310(18), as

1. Scope: The Information Technology Management Office, a unit of the South Carolina
   Budget and Control Board's Division of the Chief Information Officer, submits this
   Participating Addenda for all SC Participants.

2. Changes:


A.     Definitions:

Unless otherwise stated, terms used herein shall have the definitions assigned by Master Price
Agreement : 05-S6656-A12336.

"ITMO" means the Information Technology Management Office established by South Carolina
Code Section 11-35-820, as amended.

"SC Participant(s) means all participating South Carolina public procurement units (as defined
by S.C. Code Ann. § 11-35-4610(5), as amended) or governmental bodies (as defined by S.C.
Code Ann. § 11-35-310(18), as amended).

This Addendum is a "Participating Addendum" as defined in the Master Price Agreement,
forms a part of the Master Price Agreement, and supersedes the Master Price Agreement to the
extent of any inconsistency. The terms and conditions of this Addendum apply only to the
relationship between SC Participants and Contractor.

Pursuant to Section 11-35-4810, South Carolina public procurement units, both state and local
(as defined by S.C. Code Ann. § 11-35-4610(5), as amended) are authorized to participate in
cooperative purchasing.

Pursuant to Section 11-35-510 of the South Carolina Code of Laws, ITMO is authorized to act
as the statutory procurement agent for every state governmental body (as defined by S.C. Code
Ann. § 11-35-310(18), as amended). Consistent with its statutory authority, ITMO is acting
solely in a representative capacity and on behalf of such state governmental bodies.

Participation by local public procurement units (as defined by S.C. Code Ann. § 11-35-
4610(3), as amended) in the Master Price Agreement is optional. By submitting an order and
receiving delivery of an item pursuant to the Master Price Agreement, a local public
procurement unit manifests its intent to be and is bound by the Master Price Agreement,
including this addendum, unless the local public procurement unit has entered into a separate
Participating Addendum.

Each SC Participant's obligations and liabilities are independent of any other SC Participant's
obligations and liabilities. SC Participants are not obligated for any order submitted by another
SC Participant and do not incur any liability with regard to any other SC Participant. ITMO is
acting solely on behalf of SC governmental bodies and bears no liability for any damages that
any party may incur with regard to the Master Price Agreement.

South Carolina Prompt Payment Statute: The obligations of any SC Participant are governed
by Section 11-35-45 of the South Carolina Code of Laws, if the participant is a "governmental
body," as that term is defined in Section 11-35-310(18).

Vendor agrees to distribute its products to South Carolina governmental bodies through
vendors registered with the South Carolina Secretary of State as an authorized South Carolina

This Addendum, any order against the Master Price Agreement, and any dispute, claim, or
controversy relating to the either shall, in all respects, be interpreted, construed, enforced and
governed by and under the laws of the State of South Carolina. Any claim by Contractor
against any SC Participant shall be resolved exclusively by the appropriate Chief Procurement
Officer in accordance with Title 11, Chapter 35, Article 17 of the South Carolina Code of
Laws, or in the absence of jurisdiction, only in the Court of Common Pleas for, or a federal
court located in, Richland County, State of South Carolina. Contractor agrees that no act by a
SC Participant shall constitute waiver of either the SC Participant's sovereign immunity or the
SC Participant's immunity under the Eleventh Amendment of the United State's Constitution.

B. Tax Exempt: In order to exempt the State from the obligation to withhold taxes from
   payments due, Contractor shall, upon request by the State, register as required by South
   Carolina Code Section 12-8-550, as amended, and submit the appropriate form
   (Nonresident Taxpayer Registration Affidavit – Income Tax Withholding) in accordance
   with its instructions.

C. Return Goods: Contractors will provide the State a Return Material Authorization (RMA)
   Number for returned equipment which includes, but is not limited to, software and its
   associated documentation. The contractor will provide instructions to the State for the
   proper implementation of the RMA.

D. Item Substitution: No Substitutes will be allowed on Purchase Orders received from South
   Carolina procurement units without written permission from the issuing procurement unit.

E. Products and Services NOT Provided by this Participating Addendum: Authorized
   purchasers and contractors may not provide WSCA Services from Category III to the
   State of South Carolina.

F. Reporting: All contractors will be required to process monthly usage reports electronically
   to the Information Technology Management Office (ITMO). The monthly reports shall be
   submitted by the last business day of the month for the previous month’s actual sales.
   Monthly reports are required even if no activity has occurred. The monthly report shall
   include, but is not limited to, the following Data Elements:

           1) South Carolina Contract Number: (Minimum Character length- 14 digits, 2
              alpha, 10 numerical and 2 dashes. Example; 03-S5824-A1234)
           2) South Carolina Agency Code: (Minimum Character length- 7 digits,
              numerical. Example: 1188200)
           3) Agency Purchase Order Number: (Minimum Character length- 5 digits,
           4) Method of Payment: Purchase Order or South Carolina Purchasing Card “P-
           5) Agency Purchase Order Date: (mm/dd/yy)
           6) Model Number or part Number of the Item(s) Procured on the referenced
              Purchase Order
           7) Quantity Amount: (Recommended character length- 13 digits, numerical with
              commas. 1,000,000,000)
           8) Purchase Order Unit Cost Amount: (Recommended character length- 13
              digits, numerical with commas. 1,000,000,000)
           9) Invoice Amount: (Recommended character length- 15 digits, numerical with
              commas. 100,000,000,000)
           10) Invoice Number: (Largest field from manufacturer “X”)
           11) Invoice Date: (mm/dd/yy)
           12) RMA Amount: Return/Credit against a previous PO and invoice
           13) RMA Date: (mm/dd/yy)
           14) RMA Number: (mm/dd/yy)
           15) Fulfillment Agent
           16) Ship To and Bill To Address
           17) Product Line
           18) Product Family
           19) Product Group

       Contractors may file usage reports electronically through the ITMO On-Line
       Vendor Usage Reporting System located at

       At the above the web site, please select Online Contract Usage Reporting and follow
       the instructions for registering. Help menus are available. If personal assistance is
       required please contact the buyer of the solicitation
       If you have not registered as a Vendor, select “New Vendor Registration” and
       complete the registration process. If you are a registered vendor, then please select
       “Change Vendor Profile.” Vendors are required to keep their vendor information
       current. Vendors are reminded that having a State Vendor Number does not remove
       them from the requirement to register with the South Carolina Secretary of State and
       the South Carolina Department of Revenue.

F. Contract History: The State of South Carolina has an auditing requirement for the
   retention of contract history. The retention for the contract history is three (3) years after
   the expiration date of the contract. The retail pricelist files that hold this information
   must be accessible twenty-four (24) hours a day.

G. Records Retention & Right to Audit: The state shall have the right to audit the books and
   records of the contractor as they pertain to this contract, both independent of, and
   pursuant to, S.C. Code Section 11-35-2220. Such books and records shall be maintained
   for a period of three (3) years from the date of final payment under the contract. The state
   may conduct, or have conducted, performance audits of the contractor. The state may
   conduct, or have conducted, audits of specific requirements of this bid as determined
   necessary by the state. Pertaining to all audits, contractor shall make available to the state
   access to its computer files containing the history of contract performance and all other
   documents related to the audit. Additionally, any software used by the contractor shall be
   made available for auditing purposes at no cost to the state.

H. Administrative Fee: The Information Technology Management Office (ITMO) issues and
   maintains State term contracts for the benefit of governmental entities within the State of
   South Carolina. In order to maintain and enhance the quality and quantity of its State
   term contracts, an administrative fee of half percent (0.5%) of the total actual sales, leases
   and maintenance fees, will be assessed of each contractor. Total actual sales or lease fees
   will be equal to gross sales or lease fees less return goods and taxes as stated on the
   invoice. Total maintenance fees will be equal to the total maintenance fees paid per
   month from South Carolina participants.

         The Administrative Fee will be remitted monthly in the form of a check to:

                       The Information Technology Management Office
                                   Attn: Michele P. Mahon
                                   4430 Broad River Road.
                               Columbia, South Carolina 29210

   Each remittance will include the period covered and the contract number. The monthly
   administrative fee shall be submitted by the 15th of the month for the previous month’s
   actual sales(example: June 2006 reports are due July 15, 2006).

I. Change in Contractor Representatives: The Contractor will email the South Carolina
   point of contact within seven (7) days of any change of contract contacts and contact

J. Purchasing Card: South Carolina has entered into an agreement for a Visa Card to
   provide the State with purchasing card services. The purchasing card allows state
   agencies to make authorized purchases from a vendor without the requirement to issue a
   purchase order. Purchasing cards are issued to select employees authorized to purchase
   for the agency. Cardholders can make purchases directly from any vendor that accepts
   the purchasing card. State Agencies may request authorization from the Materials
   Management Officer, Mr. Voight Shealy, to use the purchasing card to pay for the
   purchase of goods and services from these state term contracts otherwise the purchasing
   card can only be used for goods approved by the State and the maximum purchase per
   transaction is $1,500.

K. Indemnification: The State of South Carolina, its officers, agents, and employees shall be
   held harmless from liability from any claims, damages, and actions of any nature arising
   from the use of any materials furnished by the contractor, provided that such liability is
   not attributable to negligence on the part of the using agency or failure of the using
   agency to use the materials in the manner outlined by the contractor in descriptive
   literature or specifications submitted with the contractor’s proposal.

L. CISG and UCITA: The parties expressly agree that neither the UN Convention on the
   International Sale of Goods nor the Uniform Computer Information Transactions Act
   shall apply to this agreement.

M. Protection of Human Health & the Environment: The State of South Carolina requires all
   contractual activities to be in compliance with local, state, and federal mandates
   concerning "protection of human health and the environment". Any contractor doing
   business with the State will be required to document compliance and to specify prudent
   practices used by the contractor to address applicable mandates including, but not
   restricted to "the hazard communication standard" OSHA CFR 1910.1200 (SCRR Article
   1,71-1910.1200). By submission of this bid, the vendor agrees to take all necessary steps
   to ensure compliance with these requirements.

N. Termination by State: Notice of Termination: In the event of any termination of the
   contract, the State shall give notice of such termination in writing to the contractor.
   Notice of termination will be sent by certified mail, return receipt requested.

O. Termination for Non-Appropriations: Funds for this contract are payable from state
   and/or federal appropriations. In the event no funds or insufficient funds are appropriated
   and budgeted in any fiscal year for payments due under this contract, the State shall
   immediately notify contractor or its assignee, of such occurrence, and this contract shall
   create no further obligation of the State as to such current or succeeding fiscal year, and
   shall be null and void, except as to the portions of payments herein agreed upon for funds
   which shall have been appropriated and budgeted. In such event, this contract shall
   terminate on the last day of the year for which appropriations were received without
   penalty or expense to the State of any kind whatsoever. After such termination of this

   contract, the State shall have no continuing obligation to make purchases under this
   contract. No right of action or damages shall accrue to the benefit of the contractor or its
   assignee as to that portion of this contract, which may so terminate.

P. Termination for Convenience: This contract may be terminated for any reason by the
   Information Technology Management Office providing a 30 day advance notice, in
   writing, is given to the contractor. In the event that this contract is terminated or canceled
   upon request and for the convenience of the State without thirty (30) days advance
   written notice, then the State shall negotiate reasonable termination costs, if applicable.

Q. Termination for Cause: This contract may be canceled and terminated by the State at any
   time within the contract period whenever it is determined by the State that the contractor
   has materially breached or otherwise materially failed to comply with its obligations
   hereunder. The State will not be liable for any termination costs; the thirty (30) days
   advance notice requirement is waived.

R. Termination by Contractor: Requests for termination of this contract by the contractor
   must be received in writing by the Information Technology Management Office at least
   ninety (90) days before the requested contract termination date.

S. Insolvency: This contract is voidable and subject to immediate termination by the State
   upon the contractor's insolvency, including the filing of proceedings in bankruptcy.

T. Delivery: All items shall be delivered within 30 days ARO. All items shall be FOB
   destination. The term FOB destination shall mean delivered and unloaded at the agency’s
   designated receiving site with all charges for transportation and unloading paid by the
   contractor. These charges are to be included in the price of the product, not invoiced

U. Warranty: All equipment shall be warranted for a minimum of one (1) year or the
   standard warranty; which ever is greater, from the date of final acceptance, to include
   parts and labor.

V. Manual Orders: For those procurement units that do not have or do not use electronic
   ordering, the contractor agrees to input/key orders received via mail or fax into their
   order processing system.

3. Lease Agreements: See Attachment A.

4. Primary Points of Contact: The South Carolina primary point of contact for this
   Participating Addendum is:
                                     Michele P. Mahon
                               Office of Information Technology
                                    4430 Broad River Road
                                     South Carolina, 29210
                                    Phone: (803) 896-5249
                                     Fax: (803) 896-0099

5. Price Agreement Number: All purchase orders issued by procuring agencies within the
   jurisdiction of this Participating Addendum shall include the State of South Carolina Contract
   Number : 05-S6656-A12336.

6. Income Tax Credit for State Contractors Having Subcontracts with MINORITY Firms:
   References: SC §12-6-3350 -- Taxpayers, who utilize certified minority subcontractors, may take
   a tax credit equal to 4% of the payments they make to said subcontractors. The payments
   claimed must be based on work performed directly for a South Carolina state contract. The credit
   is capped at $25,000 per year or the total tax liability; whichever is lesser. The taxpayer is
   eligible to claim the credit for 6 consecutive taxable years beginning with the taxable year in
   which the credit is first claimed. There is no carry forward of unused credits.

     The credit may be claimed on Form TC-2, “Minority Business Credit.” A copy of the
     subcontractor’s certificate from the Governor’s Office of Small and Minority Business
     (OSMBA) is to be attached to the contractor’s income tax return. Taxpayers must maintain
     evidence of work performed for a State contract by the minority subcontractor.

        Questions regarding the tax credit and how to file are to be referred to:

                                     SC Department of Revenue
                                          Research and Review
                                          Phone: (803) 898-5786
                                          FAX: (803) 898-5888

        Reference: SC §11-35-5010 - Definition for Minority Subcontractor
        SC §11-35-5230 (B) – Regulations for Negotiating with State Minority Firms:
        The subcontractor must be certified as to the criteria of a “Minority Firm” by the
        Governor’s Office of Small and Minority Business Assistance (OSMBA). Certificates are
        issued to subcontractors upon successful completion of the certification process. Questions
        regarding subcontractor certification are to be referred to:
                                    Governor’s Office of Small and
                                     Minority Business Assistance
                                         Phone: (803) 734-0657
                                          FAX: (803) 734-2498

7.   This Addendum and the Price Agreement set forth the entire agreement between the parties
     with respect to the subject matter of all previous communications, representations or
     agreements, whether oral or written, with respect to the subject matter hereof. Terms and
     Conditions inconsistent with, contrary or in addition to the terms and conditions of this
     Addendum and the Price Agreement, together with its exhibits, shall not be added to or
     incorporated into this Addendum or the Price Agreement and its exhibits, by any subsequent
     purchase order or otherwise, and any such attempts to add or incorporate such Terms and
     Conditions are hereby rejected. The Terms and Conditions of this Addendum and the Price
     Agreement shall prevail and govern in the case of any such inconsistent or additional terms.
     8. In the space provided, Contractor shall provide the information required by Paragraph
        22(A)of the Master Price Agreement:

9.   Consistent with Paragraph 37 of the Master Price Agreement, replacement parts may not be
     refurbished unless the relevant purchase order expressly addresses the use of refurbished
     replacement parts.

     IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of
     execution by both parties below.

     The undersigned person warrants that he or she
     is authorized to execute the contract and legally
     bind the governmental bodies thereto.
                                                         Contractor:    G4S Justice Services, Inc.

        Signature:                                       Signature:

        Printed Name:     Michele Mahon                  Printed Name: Fiona Walters

        Title:            ITMO Procurement Manager       Title:           President & CEO

        Date:             June 22, 2006                  Date:            June 29, 2006

     Attachment A –Standard Equipment Agreement
                                                                                                           Form 80-SC-EL-1
                                                                                                           Adopted 05/27/80
                                                                                                           Revised 07/01/88

                                         STATE OF SOUTH CAROLINA
                                      STANDARD EQUIPMENT AGREEMENT

         This Agreement, made this                      day of _______________, 19___, between
________________________________whose address is
                                                                 (Lessor) and ______________________________, an
agency of the State of South Carolina (Lessee).
         If this Agreement is entered into as a result of a solicitation, in the event of an inconsistency between
provisions of this Agreement and other terms of the solicitation, the inconsistency shall be resolved by giving
precedence to the terms and conditions of the solicitation. This Agreement is entered into in connection with
solicitation or contract number _____________.
         Lessor hereby leases to Lessee the equipment described on the attached Exhibit A, upon the following terms:
1.         TERM OF LEASE
           The term of this Agreement shall commence on the date of acceptance by Lessee and shall continue for a
period of                                        unless sooner terminated by either party as provided herein. The initial
term and renewal term cannot exceed a total of five (5) years.
2.         RENTAL
           Lessee agrees to pay rental of: (1)________________________Dollars per
________________________during the term of this Agreement, or (2) the amounts and upon the conditions stated in
the Schedule of Payments attached as Exhibit B. The first rental payment shall be due and payable on the day after the
date of acceptance by Lessee. Subsequent payments shall be due on the                  day of each
           South Carolina sales or use taxes shall be stated separately.
3.         DELIVERY
           Delivery shall be not later than                         from date hereof, time being of the essence. Delivery
costs shall be borne by                         , and such costs shall not exceed                                  .
           Lessor shall install the equipment at a suitable location designated by Lessee. Installation costs shall be borne
by ___________________, and such costs shall not exceed                              .
5.         ACCEPTANCE
           Upon delivery and installation of the equipment at                                  , Lessee shall test and
inspect it, and if in good working order, accept the equipment and acknowledge the acceptance in writing. The date
of acceptance shall be the date upon which Lessee acknowledges in writing that the equipment is installed and
operating properly.
6.         MAINTENANCE
           Lessee shall use the equipment in a careful and proper manner in compliance with its intended use. Lessor
shall at its expense maintain each item of equipment in good mechanical condition and working order. Lessee shall
not be responsible for normal wear and tear resulting from the use thereof.
           Maintenance shall be as stated on the attached Exhibit C.
7.         INSPECTION
           Lessor shall have the right, upon reasonable prior notice to Lessee and during Lessee’s normal working hours,
to inspect the equipment and observe its use at the premises of Lessee.

Page 2 – Standard Equipment Agreement

8.         TITLE
           The equipment shall at all times remain the property of Lessor and Lessee shall have no right, title, or interest
therein except as expressly set forth in this Agreement.
9.         GOVERNING LAW
           This Agreement shall be governed in all respects by the laws of the State of South Carolina.
10.        HOLD HARMLESS
           Lessor shall indemnify and save Lessee harmless from any and all liability, damages, expenses, causes of
action, suits, claims o judgments arising from injury to person or property resulting from delivery or transportation of
equipment caused by the negligence of Lessor, his agents or servants, and Lessor shall at its own expense, defend any
and all suits which may be brought against Lessee, either alone or in conjunction with others, upon any such liability
or claim or claims.
           Lessor acknowledges that it is subject to the jurisdiction and process of the State of South Carolina as to all
matters and disputes arising pursuant to the Agreement and the performance thereof, including any questions as to
liability for taxes, licenses, or fees levied by the State or its political subdivisions. Lessor agrees to execute any and all
agreements necessary to accomplish this provision.
12.        DEFAULT
           Upon the failure of Lessee to make any payment when due, or upon the failure of Lessee to perform any other
obligations imposed upon it by this Agreement and upon the continuance of such failure after the receipt if thirty (30)
days written notice thereof from Lessor, Lessee shall be deemed to be in default and Lessor shall have the right to
terminate this Agreement.
           Upon the failure of Lessor to perform any obligation imposed upon it by this Agreement, and upon the
continuance of such failure after receipt of _______________________ days written notice thereof from Lessee,
Lessor shall be deemed to be in default and Lessee shall have the right to terminate this Agreement.
13.        TERMINATION
           (a) This Agreement may be terminated by Lessee’s giving thirty (30) days prior written notice of such
                termination to Lessor. Lessee shall negotiate reasonable termination costs, if applicable.
           (b) Upon the termination of this Agreement as a result of a default by Lessor, Lessee shall be entitled to
                proceed by appropriate court action to enforce specific performance of this Agreement, to recover
                damages for breach, or to take such other action as may be permitted by law.
           Notwithstanding any other provisions of this Agreement, the parties agree that the rental is payable by Lessee
from appropriations, grants, and monies from the State Legislature and other governmental entities. In the event
sufficient appropriation, grants, and monies are not made available to Lessee to pay this rent for any fiscal year, this
Agreement shall terminate without further obligation of Lessee. In such event, the chief executive officer of Lessee
shall      certify to Lessor that sufficient funds have not been made available to Lessee to meet the obligations of this
Agreement; and such certification shall be conclusive upon the parties.
15.        RENEWAL
           Lessee may, at its option by giving written notice to Lessor not less than thirty (30) days prior to the
expiration of the initial term, renew this Agreement for an additional term of ____________________________ upon
the same terms and conditions as this Agreement , provided that the initial term and the renewal term cannot exceed a
total of five (5) years.
16.        NOTICES
           All notices and other communications made or required to be given under this Agreement shall be made in
writing and mailed to the other party at its address as set forth herein or at such address as the party may provide from
time to time.

Lessor’s address:

Page 3 - Standard Equipment Agreement

Lessee’s address:

         Lessor may, with the prior approval of Lessee, assign its right to receive payment of rent hereunder, provided
that such assignments shall not relieve Lessor of its responsibility to perform any duty imposed herein.
         In the event Lessee desires to relocate the equipment within its offices or elsewhere in South Carolina State
Government, Lessor will submit a price quotation not to exceed Lessor’s cost for the move or will prepare equipment
to be moved by other mutually acceptable means.
         Lessor shall defend, at its own expense, any action brought against Lessee to the extent that it is based on a
claim that the equipment supplies by lessor infringes a United States Patent, and Lessor will pay any costs and will
indemnify Lessee for all expenses which are attributable to any such claim including any award of damages against
Lessee, provided Lessee gives Lessor prompt notice in writing of such claim, and further provided Lessor shall have
sole control of the defense of any action on such claim and all negotiations for its settlement or compromise.
         Should the equipment become, or in Lessor’s opinion be likely to become, the subject of a claim or
infringement of a United States Patent, Lessee shall permit Lessor, at its option and expense, either to procure for
Lessee the right to continue using the equipment, to replace or modify the same so that they become non-infringing, or
to discontinue the use of the equipment and accept its return.
         Lessor shall have no liability to Lessee with respect to any claim of patent infringement which is based upon
the combination of equipment supplied hereunder with equipment or devices not supplied by Lessor.
         The foregoing states the entire liability of Lessor with respect to infringement of patents by the equipment.
20.      PAYMENTS
         All payments due pursuant to this Agreement are solely the responsibility of the agency designated Lessee;
the Office of General Services has no liability with respect to payments or breaches.
         This Agreement, attached exhibits hereto, and the solicitation documents, if any, constitute the entire
Agreement between the parties and shall not be amended, altered or changed except after prior written approval from
the Office of General Services, in compliance with the S.C. Consolidated Procurement Code, and by written
agreement, signed by the parties.

        Accepted and executed the date stated above.






                                                      End of Document