State of Washington

Department of Corrections
Contract No. CDOC 6840
Amendment No. 2

This Amendment is made by the state of Washington, Department of Corrections, hereinafter
referred to as “Department” or “DOC”, FSH Communications, LLC, a Limited Liability
Company "FSH", and Value Added Communications, Inc., a Delaware Corporation with its
principal offices at 1601 N. Collins Blvd., Richardson, Texas, hereinafter referred to as the
“VAC” or “Contractor”, for the purpose of amending the above-referenced Contract,
heretofore entered into between the Department and FSH Communications, LLC, hereinafter
referred to as “FSH”.
WHEREAS the purpose of this contract amendment is to recognize the transfer and
acquisition of certain of FSH’s inmate telephone business assets and obligations from FSH to
VAC; provide Department consent of the assignment and assumption of this contract, and to
make such other modifications to this contract as made necessary by such assignment;
NOW THEREFORE, in consideration of the terms and conditions contained herein, or
attached and incorporated and made a part hereof, the Department, FSH, and VAC agree as
follows:
1. PART V. – PART REPRESENATIONS AND WARRANTIES, is amended in part to read
as follows:
PART V. - PARTY REPRESENTATIONS AND WARRANTIES
Section 5.01

CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

Contractor makes the following representations and warranties for the benefit of
DOC:
(a)(1) FSH 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. FSH is qualified as a foreign corporation to do business, and is in good
standing, in the State of Washington. FSH is fully licensed and registered with the
Washington Utilities and Transportation Commission to provide the Services. FHS’s
registered agent for service of process in the State of Washington is Corporation Service
Company.
(a)(2) VAC is a for profit corporation 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.
State of Washington
Department of Corrections

CDOC6840
Amendment 2

Page 1 of 3

VAC is qualified as a foreign corporation to do business, and is in good standing, in the
State of Washington. VAC is fully licensed and registered with the Washington Utilities
and Transportation Commission to provide the Services. VAC's registered agent for
service of process in the State of Washington is Corporation Service Company.
2. The Assignment and Assumption Agreement contemporaneously executed by FSH,
VAC, and DOC is attached hereto as Appendix 7 to this contract and made a part hereof.
DOC’S consent and approval of said agreement shall not affect application of the
requirements of Section 11.05, Assignment, to future assignments. Neither shall such
consent and approval be interpreted in any way that increases the obligations of DOC or
waives any defense or right of DOC regarding this Contract. DOC releases FSH from its
obligations, including those under Part VIII (Remedies), Part IX (indemnity, Liabilities
and responsibilities) and Part XI (Miscellaneous), assumed by VAC pursuant to the
Assignment and Assumption Agreement and this Amendment only to the extent that
VAC has committed to fulfill those obligations.
3. APPENDIX 6.01.2 Key Personnel is amended to read as follows:
KEY PERSONNEL (effective until the effective date of this amendment)
FSH Communications
Name
Dana Alixander
James Brandt
Greg Button
Bob Dubay
Ken Jackson
Shellie Luallin
Christy Bailey
Tom Deja
Joanna Howard
Denitrice Jenkins
Deb Walker

Title
Director – Sales
Director – Infrastructure
Director – Customer Service
Director – Corrections Products
Director – Operations
Director – Information Technology
Operations Manager – Washington
Operations Manager – SW WA/Oregon
Account Executive – Washington
Customer Account Consultant
Manager – Corrections Services/Repair

KEY PERSONNEL (effective beginning on the effective date of this amendment)
Value-Added Communications
Name
Joanna Howard
Brian Galke
Gamal Mohed
Steve Hodge
Mark Turner
State of Washington
Department of Corrections

Title
Account Executive
Director – Customer Care
Director – Technical Assistance Center
Chief Technical Officer
President/COO
CDOC6840
Amendment 2

Page 2 of 3

4. Except for paragraph #1 of this Amendment, “Contractor” or “FSH”, as used in this
contract, shall mean FSH Communications, LLC from the Agreement’s execution date
through the effective date of this Amendment and shall mean Value-Added
Communications, Inc. from such date forward.
All other terms and conditions remain in full force and effect. The effective date of this
amendment is the date of last signature.
THIS CONTRACT AMENDMENT, consisting of three (3) pages and one (1) attachment is
executed by the persons signing below who warrant that they have the authority to execute
the contract amendment.
VALUE-ADDED COMMUNICATIONS,
INC.

DEPARTMENT OF CORRECTIONS

(Signature)
Mark Turner
(Printed Name)
President/CEO
(Title)

(Signature)
Gary Banning
(Printed Name)
Contracts Administrator
(Title)

(Date)

(Date)

FSH COMMUNICATIONS, LLC.

APPROVED AS TO FORM

(Signature)
Steven Loggans
(Printed Name)
Vice-President/General Manager
(Title)

(Signature)
Pete Berney
(Printed Name)
Assist Attorney General
(Title)

(Date)

(Date)

State of Washington
Department of Corrections

CDOC6840
Amendment 2

Page 3 of 3