CONTRACT SUMMARY
Contract: 1861 2
Summary:

Contact: Pat Edwards

8/20/2009

Management Services For A Medium Security County Correctional Facility For The Davidson County
Sheriff's Office

$91,800,293.00 Start Date: 8/1/2009

Final Contract Value:

Expiration Date: 7/31/2014
EBS#:

Supplier: Corrections Corporation of America
Address:

10 Burton Hills Boulevard, Nashville,
TN 37215

213386

SMARTrac #: 26911
Phone

(615) 263-3000

Email: natasha.metcalf@correctionscorp.com Fax:

Zip Code: 0
Insurance:

~

Renewal

Payment Bond:

~

Escalation/DeEscalation

Performance Bond

~

Payment Terms:

Retainage:

o

(615) 263-3140

0
0
Net/30

0.00%

Previous Contract:

$80,832,020.00

Initial Proposal:

$91,800,293.00

Estimated Budget:

$80,000,000.00

Final Contract Value:

$91,800,293.00

Solicitation:

RFP

09-46

1234

Requisition:

Metro Denention Facility Operation
Department: SHERIFF'S OFFICE
Contact:

John Hudson

Commodity:

OFFERORS
Score

Offeror

o

Amount

Status

$91,800,293.00

IAwarded

SBE / MWBE REPORT
Sub Contractor
None Proposed
Description:

Thursday, August 20, 2009

Value

SBE
$0.00

0

MWBE SMARTrac

CC

Zip Code

0

Page 268 of 281

cc~

CORRECTIONS CORPORATION OFAMERICA
Natasha K. Metcalf
Vice President, Customer Contracts

August 19, 2009

Mr. Pat Edwards
Division of Purchases
Department of Finance
The Metropolitan Government of Nashville and Davidson County
222 Third Avenue North, Suite 601
Nashville, Tennessee 37201

Dear Pat:
Please find enclosed the following:
•
•

Signed copy of contract between Corrections Corporation of America CCCA) and
Metro;
Performance Bond

Once the contract is fully executed, please return a copy for our files. Thank you for your
assistance in finalizing the contract.

Sincerely,

</(~':1t1
Natasha K. Metcalf

10 Burton Hills Boulevard, Nashville, Tennessee 37215, Phone: 615-263-3000, Fax: 615-263-3140

CONTRACT NUMBER: 18612
DATED:

_
_

MANAGEMENT SERVICES CONTRACT
BETWEEN

CORRECTIONS CORPORATION OF AMERICA

AND

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND
DAVIDSON COUNTY

1

TABLE OF CONTENTS

Article 1.

Definitions

Article 2.

Term

Article 3.

Facility and Equipment

Article 4.

Operation of Facility

Article 5.

Personnel

Article 6.

Compensation and Adjustments

Article 7.

Indemnification, Insurance and Defense of Claims

Article 8.

Default and Termination

Article 9.

Miscellaneous

Exhibit A

Request for Proposals

Exhibit B

Contractor's Proposal

Exhibit C

Insurance Requirements

Exhibit D

County Correctional Incentive Program Participation and Fund Distribution Rules

Exhibit E

Negotiated Changes

Exhibit F

DCSO Policies and Procedures

Exhibit G

HIPAA Business Associate Agreement

2

MANAGEMENT SERVICES CONTRACT
BETWEEN
CORRECTIONS CORPORATION OF AMERICA
AND
THE METROPOLITAN GOVERNMENT OF NASHVILLE
AND DAVIDSON COUNTY

This Contract is made on the 1st day of August 2009, by and between The Metropolitan
Government of Nashville and Davidson County ("Metro") and Contractor.
WITNESSETH:
WHEREAS, on the 30th day of August 1990 Metro entered into an amended and restated
Grant Contract ("Grant Contract") with the State of Tennessee Department of Correction and the
State Funding Board to house locally sentenced felons pursuant to the terms of the Grant
Contract; and

WHEREAS, pursuant to the Grant Contract the State agrees to compensate Metro for all
reasonable allowable costs associated with the housing of locally sentenced felons; and

WHEREAS, pursuant to the terms of the Grant Contract Metro may sub-contract the
operation of the Facility subject to the approval of the State; and

WHEREAS, the Metropolitan Council has authorized the use of a private corrections
company to manage the Facility; and

WHEREAS, Metro is authorized by law to enter into this Contract for the private
management of correctional facilities; and

WHEREAS, Contractor has been selected to provide management of the Facility; and
WHEREAS, Metro has the authority to enter into this contract pursuant to the County
Correctional Incentives Act, T.C.A. 41-8-101, et seq;;

3

Now, in consideration of the mutual promises and covenants contained herein, Metro and
Contractor hereby agree as follows:

ARTICLE 1.

DEFINITIONS

ACA - means the American Correctional Association
ACA Standards - means the Standards for Adult Correctional Institutions, 4th Edition (or as later
amended or supplemented.)
Emergency Hospitalization Expense - means the cost of emergency hospitalization, medical
treatment, transportation and security for State Prisoners, provided such Prisoners are admitted to
the hospital; all as more fully set out in T.C.A. § 41-4-115(b)&(c).

Emergency Care Expense - means the cost of care provided at a hospital emergency room for
medical conditions, either acute or chronic, where delay in rendering treatment could lead to
death, disability, or permanent loss of body function of the patient or, in the case of a pregnant
female, the fetus, provided the Inmate is not admitted to the hospital. Emergency Care Expense
shall also include up to two follow-up visits related to the emergency.
Contract - means the document described in Article 4.1.1.
Contract Monitor - means the person(s) appointed by Metro, who shall work for and be paid by
Metro, who will be responsible for providing oversight and monitoring of the quantity and
quality of services required and the reporting obligations of the Contractor, and for the carrying
out of the liaison responsibilities between Metro and the Contractor on all matters pertaining to
the operation and management services of the Facility. The Contract Monitor shall be assigned
to monitor and oversee the implementation of the Contract and to act as Metro's designee.
Contractor - means the management company selected to provide management of the Facility.
Court Orders - means any orders or judgments issued by a court of competent jurisdiction or any
stipulations, agreements, or plans entered into a connection with litigation which are applicable

4

to the operation, management or maintenance of the Facility or relate to the care and custody of
Prisoners at the Facility.
Effective Date of Contract - means the date on which this Contract shall begin as set forth in
Section 2.1 of this document.
Facility - means the Metropolitan Davidson County Detention Facility (correctional facility and
jail) located at 5115 Harding Place, Nashville, Tennessee, and all support buildings, roads,
fences, and utility systems, etc. The Facility is sometimes referred to as the "Metro Detention
Facility."
FF&E - means furnishings, fixtures and equipment at the Facility.
Force Majeure - means any act of God, storm, fire, casualty, unanticipated work stoppage, strike,
lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of
public enemy, or other cause of similar or dissimilar nature beyond the parties' control.
General Hospital- means the Metro General Hospital located at 1818 Albion Street, Nashville,
Tennessee, or such other locations to which it may be moved during the term of this Contract.
Immediate Area - means the approximate 160 acres of land within the Metropolitan Government
of Nashville and Davidson County where the Facility is located, which was deeded to Metro by
the State of Tennessee through its contract with TDOC to house locally sentenced felons.
Major Repair Or Replacement - means a repair or replacement of a major component of the
Facility which will cost fifty thousand dollars ($50,000) or more. A major component of the
Facility includes, but is not limited to, HVAC equipment/components; fire detection and
suppression systems; roof systems; security control systems; plumbing systems, and any other
mechanical systems that are an inherent component of the structure of the Facility. A Major
Repair Or Replacement shall also include the repair or replacement of components of a major
system of the Facility even though the individual units alone may cost less than $50,000,
provided the cost of that single unit when combined with the cost of other repaired or replaced
units of that major system of the Facility during a twelve month period add up to $50,000 or
more.
Metro - means The Metropolitan Government of Nashville and Davidson County.
Per Diem Rate - means cost per Prisoner, per Prisoner Day.
Prior Agreement - means the agreement between Metro and Contractor dated

, 2004.

Prisoner, State Prisoner, Metro Prisoner - "Prisoner" means any adult pretrial detainee,
convicted misdemeanant or felon who is housed at the Facility. "State Prisoner" means any
convicted felon housed at the Facility.

"Metro Prisoner" means any pretrial detainee or

convicted misdemeanant housed at the facility.
Prisoner Day - means each calendar day or part thereof of which a Prisoner is incarcerated at the
Facility. This shall include the first calendar day of confinement, but not the last.
Proposal or Offer - means the documents which were submitted by Contractor in response to
Metro's Request for Proposals No. 09-46 (Exhibit B).

5

RFP - means Metro's Request for Proposals No. 09-46, including all attachments and addendum
thereto (Exhibit A).
Sheriff- means the Sheriff of Davidson County, Tennessee.
Sheriffs Office - means the Davidson County, Tennessee, Sheriffs Office.
TDOC - means the Tennessee Department of Correction.

6

ARTICLE 2

TERM

Section 2.1 Term. The tenn of this Contract shall begin on August 1, 2009, and end on July 31,
2014.. In no event shall the tenn ofthis Contract exceed five (5) years.

ARTICLE 3
FACILITY AND EQUIPMENT

Section 3.1 Possession of Facility. Metro shall grant to the Contractor exclusive use, possession
and control of the land and property comprising the Facility and its grounds, subject to Metro's
rights to enter and inspect same.

Section 3.2 Possession of Moveable Equipment. On the Effective Date of this Contract, Metro
shall grant the Contractor exclusive use and possession, subject to the tenns of this Contract, of
all movable equipment and perishables purchased by Metro for the Facility. Contractor shall
have the exclusive use of any other movable equipment and perishables purchased by Metro for
the Facility during the tenn of the Contract.

At the conclusion of the Contract, all such

equipment will be returned to Metro.

Section 3.3 Additional Property. Contractor shall be responsible for replacing all FF&E, and
all perishables and supplies during the tenn of this Contract. Should Contractor purchase any
equipment of a different kind not previously existing at the Facility and listed on the inventory
conducted pursuant to Section 3.4 of this Contract, during the tenn of this Contract, such
equipment with exception of the equipment (including any replacements) listed on the
Negotiated Changes to Metro's Request For Proposal and Gontractor's Response to RFP 09-46
(Exhibit E) may be purchased by Metro at the conclusion of this Contract at the Contractor's
cost, less depreciation using the straight line method over a five year period. Supplies and
perishables purchased by the Contractor during the tenn of this Contract shall become the
property of Metro upon tennination of this Contract.

7

Section 3.4 Inventory. At least one week following the Effective Date of this Contract, Metro
and the Contractor shall conduct a joint inventory to ascertain the Metro FF&E in place at the
Facility.

Section 3.5 Maintenance. Contractor shall maintain the physical structure of the Facility and all
movable property and equipment contained therein. Contractor shall provide all maintenance,
including a preventive maintenance program, which will maintain, preserve and keep the
physical structure, fixtures and equipment in good repair, working order and condition, subject to
normal wear and tear. Contractor will meet all warranty and maintenance requirements. Metro
shall have the right to review the maintenance program, planned by the Contractor and to audit
the program at any time. The Contractor will comply with reasonable audit recommendations.
All maintenance shall be at Contractor's expense.
Metro shall grant Contractor, upon execution of this Contract, exclusive use and possession of
the Eacility, subject to the terms of this Contract. Contractor takes possession of the Facility in an
"as-is" condition, and Contractor shall be liable for all costs of repairs and improvements of the
Facility and FF&E subject to the exceptions contained herein. Contractor shall not be liable for
the cost of the following:

a. repairs or replacements covered by a warranty made by a third party to Metro;
b. repairs or replacements necessary due to design error or omission or improper construction
of the facility and not covered by a warranty; and
c. Major Repairs Or Replacements.
In the event Contractor believes that a Major Repair Or Replacement is needed, Contractor shall
initially provide Metro with documentation of the need and anticipated cost of the repair or
replacement. Contractor shall engage in competitive bidding procedures satisfactory to TDOC
when procuring a Major Repair Or Replacement component. Unless Contractor receives written
instruction from Metro not to go forward with the repair or replacement within 14 days of the
date the documentation for the procurement is received by Metro, Contractor shall proceed with
the repair or replacement.
If Metro has not objected to the Major Repair Or Replacement within the 14 day period, Metro
shall reimburse Contractor the cost of the Major Repair Or Replacement component within 30
days of Contractor invoicing Metro for the Major Repair Or Replacement. TDOC shall then
reimburse Metro for the cost of the Major Repair or Replacement in accordance with the terms
and conditions of the Grant Contract.
If Metro agrees that the repair or replacement is a Major Repair or Replacement, but Metro or
TDOC objects to the cost of the Major Repair Or Replacement or the necessity of the Major
Repair or Replacement within 14 days of the date that Contractor's documentation is received by
Metro, Metro shall have the option to conduct the repair or replacement itself, as it determines is
appropriate, but shall relieve Contractor of any liability associated with the repair/failure to
repair or any damage or loss resulting there from.

8

If Metro objects to a proposed repair or replacement, not because of its cost or necessity, but
because Metro or TDOC believes that the proposed repair or replacement is not a Major Repair
or Replacement, then Contractor shall complete the repair to the Facility or the repair or
replacement of the FF&E at Contractor's expense. Contractor may then seek reimbursement of
this cost pursuant to the remedy provisions of the Contract.
The parties shall work in good faith to maintain the Facility in good condition and to obtain all
necessary repairs in a cost effective manner.
Section 3.6 Repairs and Replacements. The Contractor shall make all necessary repairs and
replacements of equipment at the Facility at its expense, subject to the exceptions contained in
Section 3.5, and shall coordinate same with the Contractor Monitor.

Section 3.7 Office Space. Contractor shall provide adequate office space and local telephone
service for the Contract Monitor(s), which may include a secretary, in close proximity to other
administrative offices.
Contractor shall also provide the Contract Monitor(s) and staff with access to all major office
equipment at Contractor's expense.
Contractor shall not provide the Contract Monitor(s) or staff with gifts or any form of
compensation at any time.
Section 3.8 Contract Monitor. The Contract Monitor function shall be staffed by Metro with
two positions to be located at the Facility. One position will be an employee designated by the
Sheriff and the other position will be an employee designated by the Chief Medical Director. The
Contract Monitors' duties and primary responsibilities shall consist of monitoring for program
effectiveness, Contract compliance, and compliance with additional applicable Sheriffs Office,
Health Department, and State policies, rules and regulations as specified in writing by Metro.
The Contractor shall have no control over the activities of the Monitor(s), supervisory or
otherwise.
The Contract Monitor or another employee designated by the Sheriff must approve all transfers
to and from the Facility as well as review disciplinary and appeal hearing reports. The Monitors
may interview Prisoners and staff and periodically inspect the Facility. The Contractor's
performance, including Contract non-compliance, will be discussed..... in regularly scheduled or
called conferences. Time frames and actions for correcting any deficiencies will be discussed at
these meetings.
The Contract Monitors will submit a written report to the Contractor specifying deficiencies and
request a plan of action to correct the deficiencies and agreed upon time frames for
accomplishing such actions. Subsequent contacts, reviews, inspections, etc., will be made by the
Contract Monitors to insure compliance and they will generate appropriate documentation for
Contractor's files. The aforementioned procedures are only general guidelines for monitoring.
Contract and program-specific guidelines will be developed when applicable.

9

The Contract Monitors may attend any meeting, staffing or hearing pertaining to Facility
operation except meetings involving corporate officials and employee disciplinary matters, and,
subject to the limitations in Section 3.9 below, may review Facility records, Prisoner files and
budget documents, at any time. The Monitors may also review all employee records at any time.
Metro has the right and authority under this Contract to monitor Contractor's performance
hereunder. Such monitoring shall include, but not be limited to observing and reporting on the
day-to-day operational performance of the Contractor regarding compliance with all terms and
conditions of this Contract. Such monitoring or failure to monitor shall not relieve Contractor of
its responsibility, obligation and liability under this Contract.
Metro, through its Contract Monitors, shall develop reporting requirements for the Contractor
that shall include, but not be limited to, weekly, monthly, and/or quarterly reports on the
following subjects: Inmate jobs and education, incident reports, disciplinary reports, Inmate
grievances, staff turnover, staff training, employee grievances, employee discipline, delivery of
health care services, reclassifications, transfers, furloughs, releases, media contacts, lawsuits,
volunteers, drug audits, cell searches, visitation, and maintenance. Also, an emergency reporting
process shall be established that shall address, at a minimum, segregation of Prisoners, use of
force, and incidents which involve substantial risk to property, life, or institutional security.
Contractor agrees to cooperate with Metro, including any representatives of the State, in the
Contract monitoring effort of Metro through such means as may be requested from time to time,
including, but not limited to, the reporting of information as requested. Metro and Contractor
agree that the information collecting and monitoring processes described in this Section 3.8, will
be defined in the policies and procedures of the Sheriffs Office.
Unless otherwise specified by Metro in writing, the Monitor(s) shall be the designated recipient
of all information required of the Contractor. The Contractor shall be notified in writing by
Metro of the identity of any Contract Monitor.
The individuals(s) acting as Monitor(s) may be changed during the term of the Contract, at the
discretion of Metro.
In addition to the Monitor(s) employed by Metro, Metro may monitor the Contract through other
representatives of Metro as it deems appropriate. Such representative(s) shall have the same
right of access to information, the facility, Prisoners, and Contractor's employees and agents as
set out herein for Monitor(s).
Section 3.9 Access by Metro. The Contract Monitors shall have immediate, complete, and
unrestricted access to all parts of the Facility at any and all times.
The Contract Monitors shall have immediate, complete, and unrestricted access to all documents
in any way pertaining to the obligations of Contractor under this Contract, including but not
limited to, Facility records, inmate files, personnel files, and financial records. The parties agree
that the following do not pertain to the obligation of Contractor under this Contract: litigation
reserves, confidential settlement agreements, attorney-client privileged information,
and financial information that is proprietary to the Contractor including historical financial data,
budgets, and forecasts for the facility. In the event that any such document is not located on the

10

facility site, upon request, Contractor agrees to provide the Monitor with a copy of the document
within seventy-two (72) hours of the request.
The Monitors, shall have immediate, complete, and unrestricted access to all meetings and
hearings which in any way pertain to the obligations of Contractor under this Contract.
Contractor agrees to notify the Monitor(s) of the time, place and agenda at least twenty-four (24)
hours in advance of any such meeting or hearing, unless it is not reasonable to provide said
notice in which case the Monitor(s) shall be notified simultaneously with the other participants;
provided, however, the Monitor(s) may not have access to meetings between the Facility staff
and legal counsel retained by Contractor, unless permitted by Contractor. The Monitors, shall
have immediate, complete, and unrestricted access to all Prisoners and access at a reasonable
time and place to all employees of Contractor, including but not limited to, the Warden or Chief
Administrative Officer.
The Contract Monitors shall have complete access at all times, with or without notice, to
Prisoners and staff, to all areas of the Facility and to all records concerning the renovation,
repair, maintenance and operation of the Facility. Other Metro and State employees, on official
business, shall have access to the Facility, equipment and records when necessary.

Section 3.10 Meetings with Monitor(s). Contractor agrees to hold regularly scheduled weekly
meetings with the Monitor(s) to report on the operations of the Facility and to respond to any
questions raised by the Monitor(s). Said regular meetings shall be in addition to interim
meetings requested by the Monitor(s); provided, however, the frequency of such meetings is
subject to modification at the sole discretion of Metro. Contractor agrees that a representative of
the Contractor having supervisory responsibility and authority to address the issues raised shall
be in attendance at said meetings. An agenda shall be developed for said weekly meetings and
meeting minutes shall be recorded and filed with the Chief Administrative Officer of the
Sheriffs Office. Contractor's health care administrator and lead on site physician shall meet at
least quarterly with the Contract Monitor appointed by the Metropolitan Government's Chief
Medical Director.
Section 3.11 Requests for Information. The Contractor shall provide the Monitor(s) with
written responses to any information requested by the Monitor(s) or Metro concerning any aspect
of Contractor's compliance under the Contract within the period prescribed in Metro's request.
The Contractor shall certify that said information is accurate and if Contractor is unable to so
certify, then Contractor shall state the reason therefor.
Upon written request by the Monitor(s) or Metro, the Contractor shall compile information in the
requested form and provide documentation substantiating said information.
Contractor shall not destroy any document related in any way to the Contractor's performance
under the Contract without the prior written consent of the Monitor(s).
The Contractor shall provide the Monitor(s), upon request, with a copy of, or opportunity to
review, all routine documents generated by the Contractor contemporaneously with the
dissemination of the document. The Monitor shall notify the Contractor in writing of the
requested routine documents.

11

Metro or Metro's designee(s) shall have the same access as described in Section 3.9 Contract
Monitor Access, which access shall include, but not be limited to, persons designated by Metro
to inspect the facility and/or audit Facility and/or Contractor's performance under the Contract.
Contractor is also obligated to provide appropriate access to authorized inspection and regulatory
agencies. The Contractor shall exercise due diligence for the safety and welfare of the
Monitor(s), any other Metro employee, and any visitor at the Facility.
Section 3.12 Immediate Corrective Action. If Metro determines that the Contractor is
operating the Facility in a manner that poses a serious and imminent danger to the health, safety
or security of the Prisoners, staff or the public, Metro shall so notify the Contractor in writing (or
verbally if it is believed an emergency situation exists). The notice shall direct the Contractor to
immediately correct the situation.

The Contractor shall immediately notify Metro of its proposed corrective action. If Metro does
not object to the proposed corrective action, the Contractor shall immediately implement said
corrective action.
If Metro disagrees with the proposed corrective action or if the Contractor fails to notify Metro
immediately of its proposed corrective action, Metro shall specify corrective action and the
Contractor shall immediately implement the corrective action.
In the event the Contractor disagrees with the designated corrective action, Contractor may

request Metro to reconsider its order, but in no event shall the specified corrective action be
delayed pending reconsideration by Metro unless Metro affirmatively states in writing that
further delay is acceptable. Upon further reconsideration, if Metro determines that the corrective
action required by Metro was excessive, Metro shall authorize payment to the Contractor of the
actual expense incurred in taking said corrective action in excess of what was reasonably
required, upon receipt of appropriate documentation substantiating said expenses from the
Contractor. All directions and actions by Metro and actions by the Contractor shall be recorded
and reported in writing as soon as practical and filed with the Contract Monitor.
Section 3.13 Incident Reports. Contractor shall report all incidents in accordance with
designated Sheriff's Office policy regarding the reporting of incidents.
Section 3.14 Expansion. The Contractor agrees that should Metro decide to expand the Facility

this Contract will remain in effect. Per diem for beds beyond that provided herein shall be
negotiated by the parties.
Section 3.15 Renovations. Contractor will undertake no renovation at the Facility without

written approval from Metro.

12

ARTICLE 4 Facility Operation
Section 4.1 Operating Standards

The Contractor shall operate and maintain the Facility in accordance with all applicable
constitutional standards, federal, state and local laws, Court Orders, ACA and TCI
Standards and those Sheriffs Office and TDOC policies, rules and regulations specified in
writing by the Sheriffs Office (hereinafter collectively referred to as the "Standards"). If
any applicable federal, state and local laws, Court Orders, Sheriffs Office and TDOC
policies, rules or regulations, ACA Standards or provisions of this Contract are in conflict,
Metro shall determine which shall govern. The Contractor shall maintain ACA
accreditation for the Facility and shall maintain compliance with 100% of the mandatory
ACA Standards and a minimum of 90% of the non-mandatory ACA Standards at all times.

The Facility and its programs shall be managed by a single executive officer, referred to as
the Warden, employed by the Contractor. The Contractor shall maintain a central
operations center staffed twenty-four (24) hours a day. Access to the center shall be
controlled and limited. The operations center shall monitor and be responsible for Prisoner
counts, key control and coordination of the internal and perimeter security network. In
general, it shall serve as the communications center for the Facility. The Contractor will be
responsible for maintaining a permanent log in addition to shift reports that record routine
events, unusual incidents, and emergency situations. Each shift shall maintain records of
pertinent information regarding individual Prisoners and groups of Prisoners. These
records shall be compiled daily and reviewed by appropriate supervisory staff.
Contractor shall implement a system to physically count Prisoners and properly notify
appropriate staff of increases and decreases in the population on a shift-by-shift basis in
accordance with the Proposal. Up-to-the-minute information shall be available regarding
all housing moves, work assignment changes, hospital admissions, releases, etc. Weekly
inspections shall be conducted to ensure that all locks, door control devices or systems,
communication devices and systems, CCTV and video monitoring or surveillance
equipment or systems, windows, and any other security devices or equipment are fully
operational. Emergency keys must be checked at least quarterly to make sure that they
function properly. Results of all inspections shall be submitted in writing to the Facility
Administrator or the staff member in charge of security and to the Contract Monitors.
Contractor shall publish policies and procedures for searches and the control of contraband
in accordance with its Proposal. The procedure must be made available to staff, reviewed
at least annually, and updated as the need occurs. Staff shall be trained in effective search
techniques that offer protection from bodily harm for both staff and Prisoners. Written
guidelines to govern the control and use of tools, culinary and medical equipment, knives,
shears and other instruments, which can cause death or serious injury, shall be promulgated
in accordance with Contractor's Proposal and consistent with the Policies of the Sheriffs
Office.

13

4.1.1. Contract Documents
This Contract consists of the following documents:
•
•
•
•
•
•
•
•

Any properly executed amendment to the Contract (most recent with first
priority),
This document,
Metro's Request for Proposals (RFP 09-46),
Negotiated changes to Metro's Request For Proposal and Contractor's
Response to RFP 09-46,
Contractor's Response to RFP 09-46,
County Correctional Incentive Program Participants and Fund Distribution
Rules,
DCSO Policy and Procedures,
Insurance Requirements.

In the event of conflicting provlSlons within the Contract, all documents shall be
construed according to the following priorities:
•
•

Any properly executed amendment to the Contract (most recent with first
priority),
This document including Negotiated changes to Metro's Request For
Proposal and Contractor's Response to RFP 09-46,

•
•
•
•
•
•

Metro's Request for Proposals (RFP 09-46),
Contractor's Response to RFP 09-46,
County Correctional Incentive Program Participants and Fund Distribution
Rules,
DCSO Policy and Procedures,
Insurance Requirements.
4.1.2

Policy and Procedures Manual

The Contractor shall provide Metro, within fifteen (15) days of full execution of the
Contract, a written Policy and Procedures Manual which shall contain policies and
procedures for all services to be rendered by Contractor in accordance with the Standards.
Said manual shall establish the policies and procedures the Contractor shall follow in all
areas covered by this Contract, including the areas covered by the DCSO policies listed in
Exhibit F. Said manual shall be subject to the written approval of the Sheriff or the
Director of Health or their respective designees, except to the extent that safety and
emergency procedures are specifically addressed in Section 4.4 of the Contract. Said
Manual shall not be altered, amended, modified, revised or supplemented without the prior
written approval of the Sheriff or the Director of Health or their designees, as applicable.
Unless the Sheriffs Office or the Director of Health or their designees shall provide written
notice of acceptance of the proposed manual changes within 30 days of receiving the
proposed changes, Contractor shall consider the proposed changes rejected. If health or

14

security concerns require a more expedited resolution, the parties shall work together to
address the issue as soon as reasonable. The Contractor shall implement the provisions of
said manual throughout the term of this Contract.
Section 4.2 Assignment and Transfer of Prisoners
Prisoners will be assigned to the Facility by the Sheriffs Office. Contractor may not refuse
to accept any prisoners assigned to the Facility, but if the Contractor believes that a
Prisoner has been erroneously assigned to the Facility, it may request his transfer through
the Contract Monitors. Contractor's requests for transfer of Prisoners from the Facility for
medical, psychiatric, disciplinary or administrative reasons will be made through and
evaluated by the Contract Monitors. The final decision regarding whether to transfer a
prisoner, or whether to petition the Court for permission to transfer a prisoner, will be made
by Metro. Metro's approval of Contractor's request regarding assignment and transfer
shall not be unreasonably withheld, subject to Court approval, if required.
4.2.1

Noncompliance with ACA or TCI Standard(s) Due to Prison Overcrowding
If Contractor's acceptance of Prisoners, as required by Section 4.2, directly results in
noncompliance with any applicable ACA or TCI Standard(s), Contractor shall promptly
notify the Contract Monitor(s) and TDOC of the ACA or TCI Standard(s) which Contractor
cannot meet due to prisoner overcrowding.
If noncompliance with the specified ACA or TCI Standard(s) should result in the
notification of the potential or actual loss of the Facility's ACA or TCI accreditation or
certification, then Contractor shall not be held in breach or default of the Contract on the
basis of such potential or actual loss of accreditation or certification, provided that Metro
determines that Contractor is putting forth a good faith effort to comply with the specified
ACA and TCI Standard(s). Furthermore, the Contractor shall not be held in breach or
default of the Contract for failing to comply with the designated ACA or TCI Standard(s),
even if such noncompliance does not ultimately result in loss of the Facility's ACA or TCI
accreditation or certification. Contractor's duty to comply with the designated ACA or TCI
Standard(s) shall automatically resume when the Facility's Prisoner population is reduced
to the level previously designated by Metro that should allow Contractor to comply with
such Standard(s).

Section 4.3 Classification
The Contractor will be responsible for providing intake and an objective based
classification system similar to Metro's system. The Contractor shall maintain
classification information in the Sheriffs Office Jail Management System (JMS). Except
in unusual circumstances, initial classification shall be completed within two (2) weeks of
admission from court and within one (1) week after transfer from another detention facility.
Section 4.4 Safety and Emergency Procedures
Within fifteen (15) days of full execution of the Contract the Contractor shall develop and
submit written riot and disturbance control contingency plans to the Sheriff and the
Metropolitan Government's Chief of Police. Contractor shall also; develop and submit

15

written disaster preparedness plans to the Sheriff and the Director of the Metropolitan
Mayor's Office of Emergency Management within 15 days of full execution of the
Contract. Contractor shall cooperate with the Sheriff in preparing contingent Prisoner
relocation plans.
At a minimum, the Contractor shall implement the written guidelines for the prevention of
fire, safety inspections, maintenance of fire alarm and smoke detection systems, fire
evacuation drills, evacuation plans, a procedure to report job-related injuries, and
provisions for testing equipment to maintain essential lighting, power and communications
contained in its ProposaL All such procedures will comply with National Fire Protection
Association life safety codes, the Metropolitan Code of Laws, any request of the Metro Fire
Marshal and DCSO Policies designated by the Sheriff.
Within 15 days of full execution of the Contract the Contractor shall develop and submit to
the Sheriff plans for the search and apprehension of any escaped Inmate. Said plans shall
address the Contractor searching for any escapee off the grounds of the Facility and
coordination with local and State authorities. Contractor shall only implement plans for
searchs off the grounds of the Facility if requested by the Sheriff to do so.
During the term of the Contract, the Contractor shall develop and submit in writing to the
Sheriff, the Metro's Chief of Police and the Director of the Metropolitan Mayor's Office of
Emergency Management any other emergency control plans as may be requested in writing
by these Metro government officials.
All plans under this Section must be submitted to the applicable Metro officials and
approved by such Metro officials in writing. If the Contractor is unsure of which Metro
officials must approve the safety and emergency procedures addressed herein, Contractor
shall ask the Director of the Metropolitan Department of Law to designate such Metro
officials. Contractor agrees to make any revisions, deletions or additions requested by such
Metro officials or their designee. Upon written approval by the Metro government
officials, Contractor shall begin immediate implementation of the plans or in the case of
contingency plans, certify that Contractor has the ability and shall implement the plan if the
contingency occurs. Said plans may not be revised, amended, altered, or supplemented
without prior written consent of the appropriate Metro officials. Unless the appropriate
Metro officials, or their designees, provide written notice of acceptance of the proposed
manual changes within 30 days of having receipted for the proposed changes, Contractor
shall consider the proposed changes rejected.
The Contractor shall maintain the safety and emergency procedures set forth in its Proposal
and approved under the Prior Agreement. These shall include, but are not limited to,
contingency plans to assure operation of the Facility in the event of an employee or
Prisoner labor dispute, riot, fire, civil disaster or power failure.
Contractor shall have a qualified fire and safety officer who shall inspect the Facility at
least monthly for compliance with safety and fire prevention standards. Additionally, there
shall be weekly fire and safety inspections of the Facility by an administrative staff
member and written guidelines shall be established by the Contractor that set forth the
Facility's fire prevention regulations and practices. These shall include, but are not limited
to, liaison with the nearest fire station, availability of fire protection equipment at

16

appropriate locations throughout the Facility which shall be tested at least quarterly, and
annual inspection of the Facility by Metro or state fire officials. The Facility shall have an
approved fire alarm system and automatic fire detection system. Contractor shall meet
with Metro's Fire Marshal annually, or more frequently if requested by Metro's Fire
Marshal, to review Contractor's readiness to react to a fire incident at the Facility.
Section 4.5 Counseling/Mental Health

Contractor will provide counseling and mental health programs complying with current
ACA Standards and current National Commission on Corrections Health Care Standards
for Health Services in Prisons, and its Proposal. The counseling and mental health program
will be supported by case management procedures that ensure an ongoing record
documenting the inmate's progress.
The Contractor shall develop and have in place a program that shall be reviewed by
Metro's Health Department that includes a discharge plan and transfer summary as part of
a referral process.
Section 4.6 Medical/Dental

Contractor will provide medical services and a dental program in accordance with current
ACA Standards, National Commission on Corrections Health Care Standards for Health
Services in Prisons, federal, state, local law, and its Proposal, including 24 hour a day,
seven day a week emergency medical, psychiatric and dental care. Contractor shall provide
on-site nursing care, 24 hours a day, seven days a week, and medical screening of all
Prisoners prior to their being placed in the general population of the Facility. Nursing
coverage shall include monitoring and release coordination to ensure continuity of care
equal to the Metro Health Department and the Sheriffs Office. The Contractor will provide
for routine sick call and chronic clinic care within the Facility and dental care as set forth in
its Offer. Contractor shall provide and use an Electronic Medical Record (EMR) system.
that will interface with the Sheriffs Office Electronic Medical Record (EMR) system. In
addition to full-time staff as set forth in its Proposal, Contractor will provide, at a
minimum, health care specialists as follows:
a) Physician - 40 hours/week
b) Psychiatrist - Minimum of 8 hours/week for every 500 prisoners
c) Mental Health Specialist - Minimum of 40 hours/week for every 500 prisoners (e.g. 2
full time positions for 1,000 prisoners)
d) Dentist - 30 hours/week
e) Dental Assistant - 30 hours/week
If necessary to meet the above specified standards and its Proposal, Contractor shall
increase the hours for the above specialists at no additional costs to Metro. Further,
Contractor agrees to participate in any utilization review program instituted by Metro or
TDOC.

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Contractor shall pay for all medical costs, except as set forth in Article 6 of this Contract.
The cost Contractor shall pay will include, but not be limited to, the following:
All care provided within the Facility,
All outside physician visits and other out-patient treatment, including dental,
psychological and psychiatric,
All medically related transportation,
All in-patient hospital costs, including hospitalization for psychiatric reasons,
except as specified in Article 6, below, or if reimbursed by a third party payee
such at TennCare,
Eyeglasses, hearing aids, dentures and prostheses, when required.
Section 4.7 Prisoner Medical Co-Payment Plan
Contractor shall institute and maintain a system of Prisoner co-payments for medical care
which conforms to the provisions of T.C.A. § 41-4-115. Charges to Prisoners under this
plan shall be the same as those imposed by the Sheriffs Office. All funds collected shall
be retained by Contractor.
Section 4.8 Food Service
Contractor will provide food service in accordance with Metro's RFP and Contractor's
Proposal and ACA Standards. The food service operation shall provide special diets for, at
a minimum, medical and religious requirements. At least two (2) of the three (3) meals
served each day shall be hot, and there shall be no more than fourteen (14) hours between
the evening meal and breakfast. Meals will be available for staff and volunteers. The
Sheriffs Office reserves the right to review and approve menus.
Section 4.9 Special Operation Response Team (SORT) Assistance
Both the Sheriffs Office and Contractor shall make their SORT teams available to the
other for joint training and/or assistance in the event of a disturbance. The Contractor shall
be responsible for any injuries to its employees serving on the SORT team or any litigation
resulting from its employees participation under this section. Metro shall be responsible
for any injuries to its employees serving on the SORT team or any litigation resulting from
its employees participation under this section.
Section 4.10 Laundry and Prisoner Clothing.
Contractor will provide full Prisoner laundry services and Prisoner clothing in accordance
with its Proposal and ACA Standards which, at a minimum, will provide Prisoners with
two complete sets of clean clothing and one set of clean linen and towels each week.
Section 4.11 Recreation
Consistent with ACA Standards and its Proposal, the Contractor shall provide supplies for
indoor and outdoor recreational and leisure time programs for the Prisoner population.
Written policy and procedure, subject to approval by the Contract Monitor, shall provide
for a comprehensive recreational program supervised by a qualified person and shall set
forth the number of hours of outdoor recreation available to each Prisoner.

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Section 4.12 Library
Contractor will provide a general Prisoner library in accordance with its Proposal and the
RFP. Access to legal research material will be provided at a level equivalent to that
provided by the Sheriffs Office.
Section 4.13 Transportation
Except as set forth below, Contractor shall provide, at its expense, within Davidson County
full transportation services for all Prisoners housed at the Facility beginning with initial
transfer of the Prisoner from the Metro Courthouse or any Sheriffs Office facility and
ending upon the Inmate's return to the Sheriffs Office or discharge.
Transportation services shall include all emergency transportation, medical or otherwise, in
addition to all routine transportation. Metro shall be responsible for providing, at its
expense, transportation of all Prisoners assigned to community service work crews.
Section 4.14 Security and Control
Contractor shall provide Prisoner security in accordance with Metro's RFP, Contractor's
Proposal, ACA Standards, and Contractor policy and procedure approved by the Contract
Monitor, at all times and wherever Prisoners are in Contractor's custody, except when
specifically relieved of this responsibility in writing by the Sheriffs Office.
Section 4.15 Prisoner Commissary
Consistent with its Proposal and Metro's RFP, Contractor will provide a commissary for
Prisoners which shall supply items or items equivalent to those contained on the Sheriffs
Office commissary list. Prices charged may be no greater than those charged by the
Sheriffs Office or the Sheriffs commissary contractor, unless otherwise approved by
Metro.
Commissary items shall be priced to cover the reasonable direct costs of inventory, taxes,
commissary personnel and commissary utilities, which costs, plus any profit, may be
retained by Contractor. Contractor shall use any profits from commissary sales for inmate
welfare programs. The Contract Monitor shall receive a monthly report on commissary
sales, profits, and associated inmate welfare distributions. Contractor's original start-up
expenses for the commissary shall be written off at the start of the Contract term.
In the event that the Tennessee Department of Human Services determines that the Facility
is appropriate for a vending facility for blind individuals pursuant to T.C.A. §§ 71-4-501
through 71-4-509, then the commissary shall be operated in accordance with the Rules of
the Tennessee Department of Human Services Rules, which will supercede this Section of
the Contract.
Section 4.16 Mail

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Contractor will provide pick up and delivery of Prisoner mail in compliance with ACA
Standards, applicable court decisions and its Proposal. Contractor will furnish first class
postage to indigent Prisoners as set forth in Sheriffs Office Policy.
Section 4.17 Religion
Contractor will provide adequate space within the Facility for religious services and
provide programs in compliance with applicable ACA Standards and its Proposal.
Section 4.18 Facility Supplies
Contractor will furnish all Facility supplies, including general hygiene items, office
supplies and building support items such as soap, mops, buckets, linens, towels, etc.
Section 4.19 Grievance Procedure
Contractor will provide a formal grievance procedure for Prisoners which meets or exceeds
federal guidelines. Copies of all grievances shall be available to the Contract Monitor for
review at any time.
Section 4.20 Visitation
Contractor shall provide physical space and supervision for visitation in accordance with its
Proposal.
Section 4.21 Access to Courts
Contractor shall furnish Prisoners with adequate access to the courts. The Contractor shall
have an adequate plan for assuring the Prisoners have access to the Contract lawyer who
will only assist Prisoners in petitioning the courts in civil matters related to conditions of
confinement and post-conviction relief in compliance with applicable law and ACA
standards. The Contract lawyer shall not provide any legal services other than general
advice and shall not represent the Prisoners on any matters.
Lawyers and their agents shall have adequate access to visit their clients at any time and on
any day of the week. While the administrative functioning of the facility may impact how
quickly a client can be made available to a lawyer or the lawyer's agent, Contractor shall
provide access to attorney visitation at any time of day or on any day of the week. The
Contractor shall provide private and confidential visitation space for attorney-client
meetings.
Section 4.22 Prisoner Discipline
Contractor shall impose discipline and provide for disciplinary appeals pursuant to rules
and procedures approved in advance by the Contract Monitor.
Section 4.23 Use of Force
Contractor's employees shall be allowed to use force only:
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While on the grounds of the Facility; and
While transporting Prisoners;
While participating in joint SORT operations;
While guarding Prisoners at an offsite location.
Contractor's use of force policy shall be in accordance with the provisions of this Contract
and be approved by the Sheriff and the Metropolitan Legal Department.
Contractor's employees shall be authorized to use appropriate non-deadly force as the
circumstances require in the following situations:
To prevent the commission of a felony or misdemeanor, including escape;
To defend themselves or others against physical assault;
To prevent serious damage to property
To enforce institutional regulations and orders; and
To prevent or quell a riot.
Contractor's employees may only use deadly force as permitted by federal and state law,
ACA Standards and Contractor's policy and procedures approved by the Sheriff and
Metropolitan Legal Department. Deadly force is to be used only as a last resort and then
only to 1) prevent the loss of life, or 2) to protect against the imminent threat of serious
bodily harm.
The Contractor and its armed employees shall meet all requirements set forth by state law
for carrying handguns, including the licensing and registration requirements set forth in the
Private Protective Services Licensing and Regulatory Act (T.C.A. § 62-35-101 et seq.).
Section 4.24 Good Time

Contractor shall provide to the Contract Monitor such information as is necessary for the
purposes of award or forfeiture of good time. The final decision on awarding or forfeiture
of good time rests with Metro, although Contractor shall be responsible for providing
information as to performance and behavior of Prisoners.
Section 4.25 Sentence Computation

Contractor shall provide TDOC and Metro with data (in a useable format) and information
needed for sentence computations. Copies of all sentence computations shall be furnished
to Contractor and Prisoners.
Section 4.26 Records and Reports

Contractor shall utilize the Sheriffs Office Jail Management System (JMS) as a Prisoner
record and reporting system. Prisoner records shall include, but are not limited to, medical,
psychiatric, dental, counseling, disciplinary and classification records. Contractor shall
enter information directly into TDOC's TOMIS system. All computer equipment, software
and telecommunications systems used by Contractor to maintain Prisoner records must be
capable of interfacing with all Sheriffs Office systems.

21

Contractor shall establish policies on confidentiality of records in accordance with Metro
and TDOC policy and state and federal laws and regulations. Contractor may release
information which is deemed public pursuant to TDOC policy to the general public.
Upon request, all records, reports and documents pertaining to Contract performance, will
be made immediately available to the Contract Monitors for review.
The Contractor shall annually prepare and distribute to Metro income and expenditure
statements and financial reports, and such other reports as Metro may request pertaining to
the obligations of Contractor under this Contract. All Prisoner records generated by
Contractor shall be the property of the Sheriff s Office and upon the transfer or release of a
Prisoner, all Prisoner records shall be turned over to the Sheriffs Office.
Section 4.27 Escapes

The Contractor shall exercise its best efforts to prevent escapes and shall notify the
Sheriffs Office and Metro Police immediately of any escapes from the Facility. The
Contractor shall engage in hot pursuit of escapees within the immediate area of the Facility.
Metro shall be responsible for returning escapees to Davidson County from other
jurisdictions. However, Contractor shall reimburse Metro for the actual reasonable and
necessary cost of doing so upon receipt of documentation of such cost.
Section 4.28 Policies, Procedures and Post Orders

Prior to implementation, the Contractor shall submit to the Contract Monitor all new or
revised, policies, procedures and post orders for approval. At least annually, Contractor
shall audit, using personnel other than employees of the Facility, implementation of at least
those policies and procedures listed in Exhibit D of the Prior Agreement. Copies of
completed audit forms shall be forwarded to the Contract Monitor for his/her review upon
completion of each audit together with a report outlining the steps to be taken to correct
any deficiencies.
Section 4.29 Prisoner Work

Contractor shall make reasonable efforts to establish work programs which maximize the
use of Prisoner labor. Contractor will be allowed to use Prisoner labor for Facility
operations and maintenance to the same extent Prisoner labor is utilized in other Metro
facilities. However, Contractor shall not benefit financially from the labor of Prisoners, nor
shall any Prisoner ever be placed in a position of authority over another Prisoner. Job
assignments and reassignments shall be made by the Contractor. However, Prisoner job
descriptions must be approved by the Contract Monitor before the position may be filled,
and use of Prisoner labor outside the Facility must be approved by the Contract Monitor
prior to such use. Any profits realized from the Prisoner work programs shall be paid to
Metro on a monthly basis. Metro may utilize Prisoners from the Facility for outside work
crews. Transportation and the expenses associated with such programs will be borne by
Metro.
Section 4.30 Vocational And Academic Training

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The Contractor shall furnish academic and vocational instructors and training as set forth in
its Proposal.
Section 4.31 Prisoner Telephones

Contractor shall use the same telephone system as the Sheriffs Office for Prisoner use.
Section 4.32 Sanitation and Hygiene

The Contractor shall provide for sanitation and hygiene in accordance with its Proposal and
Metro's RFP.
Section 4.33 Work Release

Metro reserves the right to establish a work release program at the Facility.
Section 4.34 Female Parity

Contractor agrees to provide the same or substantially similar,.educational, work and work
release opportunities for female Prisoners as it presently, or in the future, provides for male
Prisoners. Contractor shall also provide professional alcohol and drug counseling for
female offenders and a therapeutic substance abuse program as set forth in its Proposal.
Section 4.35 Collection of Civil Filing Fees; 28 USC § 1915(b)(l)

Pursuant to 28 USC Section 1915(b)(1)(A)&(B), in the event that a Prisoner files a lawsuit
in forma pauperis and the United States District Court determines that the lawsuit is
frivolous, Contractor shall collect the civil filing fee from the Prisoners' trust account and
submit it to the United States District Court Clerk in accordance with the orders of the
United States District Court.
ARTICLES

PERSONNEL

Section 5.1 Independent Contractor.

Contractor

IS

associated with Metro only for the

purposes and to the extent set forth in this Contract. With respect to the performance of the
management services set out herein, Contractor is and shall be an independent Contractor and,
subject to the terms of this Contract, shall have the sole right to manage, control, operate and
direct the performance of the details of its duties under this Contract. The Contractor's agents
and employees shall not accrue leave, retirement, insurance, bonding, use of Metro vehicles or
any other benefit afforded to the employees of Metro as a result of this Contract. Contractor
agrees not to purport to bind Metro to any obligation not assumed herein by Metro, unless

23

Contractor has express written authority to do so, and then only within the strict limits of this
authority.

Section 5.2 Personnel. Contractor shall provide personnel to deliver twenty-four (24) hour care

and supervision to Prisoners, as well as administrative and support service personnel for the
overall operation of the Facility according to the staffing pattern set forth in its Offer, as
supplemented. Contracts for all part-time positions shall be furnished to the Contract Monitor on
an on-going basis.

Prior to employment, all potential employees must at least 21 years df age and be subjected to a
thorough background investigation, including criminal and employment histories as well as a
fingerprint investigation by the Tennessee Bureau of Investigations and the Federal Bureau of
Investigations and psychological evaluation at the Contractors expense. Criminal History checks
will be conducted by a recognized provider of background screening or the Metropolitan Police
Department at Contractors expense. The age restriction shall not apply to individuals who are
employed by Contractor on the Effective Date of the Contract.

Section 5.3 Training. Contractor shall provide orientation and in-service training programs for

all employees in accordance with its Offer, ACA Standards and TCI Standards. Contractor's
employees shall receive, at a minimum, the same number of hours of pre-employment and inservice training as are required by ACA & TCI standards.

The Contractor shall provide

documentation to the Contract Monitor of all completed employee training as soon as possible
after its completion. The Contract Monitor shall be permitted to review training curricula and
other training-related records. and to audit training classes at any time.

Section 5.4 Drug Free Work Force/Employee Assistance Programs. Contractor shall at all

times attempt to maintain a drug free work force and shall provide the programs and services set
forth in its Offer for this purpose. Contractor shall provide drug testing for all job applicants
prior to employment and shall test employees randomly thereafter.

ARTICLE 6 COMPENSATION AND ADJUSTMENTS
Section 6.1 Regular Payments

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Metro shall pay the Contractor Prisoner Per Diem rates as follows:
Year 1
$43.36
$46.42
$43.36

Inmate Per Diem Cost (Male)
*Inmate Per Diem Cost (Female)
**Inmate Per Diem Cost (Juvenile)

Year 2
$44.66
$47.81
$44.66

Year 3
$46.00
$49.25
$46.00

Year 4
$47.38
$50.72
$47.38

Year 5
$48.80
$52.24
$48.80

* The Per Diem Cost for Female inmates is based on Metro's commitment to
continue to optimize the use of Facility beds in entire housing unit increments.
Metro commits to a minimum 90% occupancy rate of housing unit for female
inmates. Use of more than one housing unit is subject to availability.
** The Per Diem Cost for Juvenile inmates is based on Metro's commitment
to limit the number of Juvenile inmates to 10 or less.
Section 6.2 Other Payments
Section 6.2.1 State Prisoners

Emergency Hospitalization Expenses shall be incurred at General Hospital, its successor, or
at another facility if the Emergency Medical Technicians transporting the State Prisoner
determine that the emergency is sufficiently life-threatening that the State Prisoner should
be taken to the nearest available emergency care facility or if after the State Prisoner is first
taken to General Hospital and General Hospital refers the State Prisoner to another facility.
Emergency Hospitalization Expenses shall be billed to Contractor by General Hospital or
its successor or the other facility and paid by Contractor. After paying the Emergency
Hospitalization Expenses, Contractor shall then bill Metro for these Emergency
Hospitalization Expenses separate from the Prisoner Per Diem billings. Metro shall submit
Contractor's Emergency Hospitalization Expense bills to TDOC within 30 days of receipt
of them from Contractor. TDOC has represented to Contractor and Metro that TDOC will
process Emergency Hospitalization Expenses for reimbursement within 30 days of their
receipt of them from Metro. Metro shall reimburse Contractor Emergency Hospitalization
Expense in the amount that Metro is reimbursed by TDOC for these expenses within 30
days of receipt of payment from TDOC.
Emergency Care Expenses shall be incurred at General Hospital, its successor, or at another
facility if the Emergency Medical Technicians transporting the State Prisoner determine
that the emergency is sufficiently life-threatening that the State Prisoner should be taken to
the nearest available emergency care facility or if the State Prisoner is first taken to General
Hospital and General Hospital refers the State Prisoner to another facility. Emergency
Care Expenses shall be billed to Contractor by General Hospital or its successor or the
other facility and paid by Contractor. After paying the Emergency Care Expenses,
Contractor shall then bill Metro for these Emergency Care Expenses separate from the
Prisoner Per Diem billings. Metro shall submit Contractor's bill for Emergency Care
Expenses to TDOC for reimbursement within 30 days of receipt from Contractor. TDOC
has represented to Contractor and Metro that TDOC will process these bills for Emergency
Care Expenses for reimbursement within 30 days of receipt. Metro shall reimburse
Contractor Emergency Care Expense in the amount that Metro is reimbursed by TDOC for
these expenses within 30 days of receipt of payment from TDOC.

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Medical costs for AIDS (as that tenn is defined by the Center for Disease Control, or who
by TDOC guidelines qualify for a multi-drug regimen), oncology and dialysis treatments
are considered reimbursable expenses. TDOC has represented to Contractor and Metro
that TDOC will process reimbursement requests within 30 days of receipt. Metro shall
reimburse Contractor for aids, oncology and dialysis in the amount Metro is reimbursed by
TDOC for these expenses within 30 days of receipt of payment from TDOC.
Section 6.2.2 Metro Prisoners

Emergency Care Expenses and Emergency Hospitalization Expenses shall be incurred at
General Hospital, its successor, or at another facility if the Emergency Medical Technicians
transporting the Metro Prisoner detennine that the emergency is sufficiently lifethreatening that the Metro Prisoner should be taken to the nearest available emergency care
facility or if the Metro Prisoner is first taken to General Hospital and General Hospital
refers the Metro Prisoners to another facility. Metro shall reimburse Contractor for
Emergency Care Expenses and Emergency Hospitalization Expenses that are incurred for
Metro Prisoners. Contractor shall be billed for and shall pay General Hospital for any
charges incurred for emergency room services provided to a Metro Prisoner if General
Hospital detennines that the condition for which the Metro Prisoner was brought to General
Hospital, its successor, or another facility was not an Emergency Care Expense.
Metro Prisoners with AIDS, as that tenn is defined by the Center for Disease Control, or
who qualify for a multi-drug regimen by Metro Health Department policy, shall be
transported to General Hospital for treatment or treated at the Facility, at Metro's option.
In either case, the AIDS or AIDS-related multi-drug regiment treatment shall be at Metro's
expense.
Contractor shall not be liable for any medical expense incurred for dialysis or oncology
services. Metro shall reimburse Contractor for any such reasonable expenses within 30
days of receipt of documentation of the expenses.
Section 6.3 Limitations & Restrictions

Except during the first 48 hours of a Prisoner's hospitalization, Metro shall not be
responsible for paying a Prisoner Per Diem rate for any Prisoner who is not physically
housed at the Facility, unless the male or female population, as the case may be, is at
capacity and Metro has instructed Contractor to hold the bed space open pending the
Inmate's return to the Facility. Metro shall pay Contractor $17.92 per hour commencing
on the 49 th hour, for security provided to prisoners hospitalized for more than 48 hours.
Notwithstanding Section 6.2, above, any Prisoner medical costs resulting from the
negligence or willful wrongdoing of the Contractor, its officers, agents or employees, shall
be fully paid for by the Contractor.
During the course of the Contract, should the State detennine that any portion of the
Prisoner Per Diem is not a Reasonable Allowable Cost in accordance with the County
Correctional Incentive Program Participation and Fund Distribution Rules 0420-2-3-.01
through .09 effective May 29, 1990 (Exhibit D), that portion of the Per Diem will not be
paid.
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Section 6.4 Billings
Within 15 days of the end of each month, Contractor shall provide to Metro the actual
number of Prisoner Days which were accrued during the month, on the forms and using the
format required by Metro. Invoices shall be given to the Contract Monitor for approval and
shall be paid by Metro within 30 days of receipt of the invoice.
Failure of Contractor to submit required information will result in withholding any disputed
portion of the Per Diem reimbursement until such time as the information is received and
reviewed by appropriate Metro and State officials. If the amount to be paid is disputed by
Metro, then Metro, on or before the date the invoice is to be paid, shall advise Contractor of
the basis for the dispute and pay the amount of the invoice which is not in dispute. If the
parties cannot resolve the dispute within thirty (30) days of such notice, either party may
initiate judicial proceedings.
Section 6.5 Compensation Adjustment for Change of Services
The parties recognize that each has entered into this Contract based upon the current law,
State and Metro policies, and ACA Standards in effect as of the date of the Contract. If the
Contract reduces services required by this Contract or as set forth in its Proposal because of
changes to this Contract, or if changes in the ACA Standards, federal, state or local laws,
government regulations, Metro or TDOC policies or court orders applicable to Metro or the
State, necessitate change in the scope of services furnished hereunder so as to increase or
decrease the cost of operating and managing the Facility, the party desiring a change shall
provide reasonable notice, in writing, and documentation supporting the requested
compensation adjustment to the other party. Once notified, the receiving party shall advise
whether or not it agrees to the adjustment in compensation requested. If the parties cannot
resolve the dispute within thirty (30) days of such notice, either party may initiate judicial
proceedings.
Section 6.6 Taxes and Utilities.
The Contractor shall:
Pay, as the same shall come due, all lawful taxes and assessments levied or assessed by the
federal, state or any municipal government on the Facility or any machinery, equipment or
other property installed or located by the Contractor therein or thereon, including any taxes
levied upon or with respect to the income or revenues of the Contractor. Contractor
understands that it cannot claim exemption from taxes by virtue of any exemption that is
provided to Metro.
Pay, within sixty (60) days after the same shall come into force, any lien or charge upon the
Facility or any part thereof which has been incurred as a result of non-payment by the
Contractor and all lawful claims or demands for labor, materials, supplies or other charges
against the Contractor which, if unpaid, might be or become a lien upon the Facility or any
part thereof, except encumbrances permitted by Metro; and
Pay all utility charges and deposits incurred or imposed with respect to the Facility.

27

ARTICLE 7 INDEMNIFICATION, INSURANCE AND DEFENSE OF CLAIMS
Section 7.1 Indemnification

The Contractor shall protect, defend, indemnify, save and hold hannless Metro, all Metro
Departments, agencies, boards and commissions, its officers, agents, servants and
employees, including volunteers, from and against any and all claims, demands, expenses
and liability arising out of acts or omissions of the Contractor, its agents, servants,
subcontractors and employees and any and all costs, expenses and attorney's fees incurred
as a result of any such claim, demand or cause of action including, but not limited to,
matters arising from:
Any breach or default on the part of Contractor in the perfonnance of this
Contract;
Any claims or losses for services rendered by Contractor, or by any
subcontractor or other person or finn perfonning or supplying services,
materials or supplies in connection with the perfonnance of this Contract;
Any claims or losses to any person injured or property damaged from the acts
or omissions of Contractor, its officers, agents, or employees in the
perfonnance of this Contract;
Any claims or losses by any person arising from exposure to HIV or AIDS in
connection with Contractor's perfonnance of this Contract;
Any claims or losses by any person or finn injured or damaged by Contractor,
its officers, agents, or employees by the publication, translation,
reproduction, delivery, perfonnance, use, or disposition of any data
processed under this Contract in a manner not authorized by this Contract,
or by federal, state, or local statutes or regulations; and
Any failure of Contractor, its officers, agents, or employees to observe the
laws of the United States and the State of Tennessee, including but not
limited to labor laws and minimum wage laws.
This indemnification provision shall not be applicable to injury, death or damage to
property arising out of the sole negligence or sole willful misconduct of Metro, its officers,
agents, servants or independent Contractors (other than Contractor) who are directly
responsible to Metro. Contractor shall not waive, release or otherwise forfeit any possible
defense Metro may have regarding claims arising from or made in connection with the
operation of the Facility by Contractor without the consent of Metro. Contractor shall
preserve all such available defenses and cooperate with Metro to make such defenses
available to the maximum extent allowed by law.
In case any action or proceeding is brought against Metro by reason of any such claim,
Contractor, upon notice from Metro, shall defend against such action by counsel
satisfactory to Metro, unless such action or proceeding is defended against by counsel
provided or retained by any carrier of liability insurance provided for herein.

Contractor's indemnification obligations shall not extend to any claim, demand, cause of
action, expenses or liabilities (including attorney fees and other costs of litigation) in
connection with actions filed in state or federal court challenging the validity of the

28

conviction or sentence imposed by the sentencing court upon an inmate housed by
Contractor pursuant to this Contract.
Contractor's indemnification obligations shall not extend to any claim, demand, cause of
action, expenses or liabilities (including attorney fees and other costs of litigation) in
connection with actions filed in state or federal court or in administrative procedures and
claims that challenge the authority of the State to transfer an inmate to the custody of
Contractor.
Section 7.2 Insurance
The Contractor shall provide insurance as set forth in Exhibit C (Attachment No.8 to RFP
09-46, as amended) except that:
Physicians and psychologists can carry individual medical professional
liability policies in the amount of $1 ,000,000.00/$3,000,000.00
Metro will accept a Best Rating of A + VIII.
Contractor shall provide an employee dishonesty bond, acceptable to Metro's Director of
Insurance, in an amount of $50, 000.00, for all of its employees maintaining Prisoners'
trust accounts.
Section 7.3 Fire and Property Insurance
Metro shall maintain fire and property insurance on Metro's buildings and equipment
located at the Facility site.
Section 7.4 Defense/Immunity
By entering into this Contract, neither Metro nor the Contractor waives any immunity or
defenses which may be extended to either of them by operation of law, including
limitations on the amount of damages which may be awarded or paid.
Section 7.5 Notice of Claims
Within ten (10) working days after receipt of summons or petition in any action against
Metro or Contractor, or within ten (10) working days of receipt of notice of claim, Metro or
Contractor shall notify Contractor or Metro in writing of the commencement thereof. In
the event that either party receives notice that any of its officers, agents or employees have
been sued or otherwise presented with notice of a claim that arises in connection with this
Contract, notice shall be given to the other party in writing within ten (10) working days.
Section 7.6 Financial Strength
The Contractor shall, prior to signing this Contract, file with Metro a financial statement
showing a net stockholders equity, calculated according to generally accepted accounting
principles consistently applied, of not less than five million dollars ($5,000,000).
Contractor shall affirm that there has been no occurrence since the date of its last audited
financial statement materially affecting the ability of Contractor to perform its obligations
under this Contract.
On or before April 1 of each year during the term of this Contract, Contractor shall provide
Metro with a copy of its previous fiscal year's audited annual financial statements.

29

Contractor shall also provide Metro quarterly financial statements, reviewed by a nationally
recognized and reputable independent certified public accounting firm. These quarterly
financial statements shall be reasonably acceptable to Metro's Director of Finance that
Contractor can perform its obligations under the Contract.
Section 7.7 Payment and Performance Bond
Within fifteen (15) days of full execution of this Contract, Contractor shall provide Metro
with a performance bond in the amount of One Million Five Hundred Thousand Dollars
($1,500,000.00). Said performance bond shall be in force for the operational years of this
Contract. Should Metro terminate this Contract for cause, Contractor shall continue to
fully provide the services required under this Contract pending final termination.
Notwithstanding this provision, Contractor shall not be relieved of any liability to Metro
for damages sustained by virtue of any breach of this Contract by Contractor.
ARTICLE 8 DEFAULT AND TERMINATION
Section 8.1 Metro Default
The following shall constitute an Event of Default on the part of Metro:
Non-Payment. Failure by Metro to make payments to Contractor under this
Contract within thirty (30) days after such payment is due, except for such
payments as may be the subject of a valid dispute between the parties and
said dispute is being actively negotiated or attempted to be resolved.
Other Material Breach. Except for the obligation to make payments to
Contractor, the persistent or repeated failure or refusal by Metro to
substantially fulfill obligations under this Contract, unless justified by
Force Majeure or unless excused by Contract or by Contractor's default.
Section 8.2 Notice of Metro Breach
No breach of this Contract on the part of Metro shall constitute an Event of Default and no
action with regard to same may be instituted unless and until the Contractor specifies in
writing that a default or defaults exist(s) which, unless corrected or timely cured, will
constitute a material breach of this Contract on the part of Metro.
Section 8.3 Contractor Default
An Event of Default on the part of Contractor is a material breach, which is the persistent
failure or refusal by Contractor to substantially fulfill any of its obligations under this
Contract, unless justified by Force Majeure or unless excused by default of Metro.
Section 8.4 Time to Cure
If any material breach of this Contract by either party remains uncured more than thirty
(30) days after written notice thereof by the party asserting the breach to the party against
which the breach is asserted, such condition shall be an Event of Default. If the breach
cannot be cured within thirty (30) days after notice and such breach can be cured through
an on-going effort on the part of the breaching party, the breaching party may, within the
thirty (30) day period following the notice of the breach, submit a plan for curing the
breach within a reasonable period of time, not to exceed six (6) months, unless extended by
the non-breaching party. If the plan is approved by the non-breaching party, and such
approval is not to be unreasonably withheld, the non-breaching party will not pursue

30

remedies hereunder as long as the breaching party timely undertakes to cure the breach in
accordance with the approved plan.
Section 8.5 Remedy
Upon the occurrence of an Event of Default either party shall have the right to pursue any
remedy it may have at law or in equity, including but not limited to: (a) reducing its claim
to judgment, (b) taking action to cure the Event of Default, and (c) termination of the
Contract.
Section 8.6 Termination of Contract
The Contract resulting from the RFP shall be subject to the following termination
prOVISIOns:
Section 8.6.1Termination for Default

Metro may terminate this Contract for cause immediately whenever Metro determines that
the Contractor has failed to perform its contractual duties and responsibilities in a timely
and proper manner and such material breach is not subject to the cure provisions set out in
Section 8.4 of the Contract because Contractor cannot cure said breach in sufficient time to
prevent serious harm to the inmates, staff or the public. Metro may also terminate this
Contract for cause whenever Metro determines that the Contractor has failed to perform its
contractual duties and responsibilities in a timely and proper manner and, having allowed
Contractor to attempt to cure its material breach in accordance with Section 8.4 of the
Contract, Contractor has failed to do so.
Either termination shall be referred to herein as a "Termination for Default". Metro shall
withhold payments in excess of fair compensation for work completed, and shall require
the Contractor to repay to Metro any funds expended in contravention of the Contract. If,
after notice of termination for default, it is determined by Metro or a court that the
Contractor was not in default or that the Contractor's failure to perform or make progress in
performance was due to causes beyond the control and without the error or negligence of
the Contractor or any subcontractor, the notice of termination shall be deemed to have been
issued as a termination for the convenience of Metro, and the rights and obligations of the
parties shall govern accordingly.
In the event of termination for default as provided by this paragraph, Metro may procure,

upon such terms and in such manner as Metro shall deem appropriate, supplies or services
similar to those terminated, and the Contractor shall be liable to Metro for any excess costs
for such similar supplies or services. In addition, the Contractor shall be liable to Metro for
Administrative costs or other damages incurred by Metro in procuring such similar supplies
or servIces.
The rights and remedies of Metro provided in this paragraph shall not be exclusive and are
in addition to any other rights and remedies provided by law or under the Contract. The
Contractor shall not be relieved of its liability to Metro for damages sustained by virtue of
breach of the Contract.
Section 8.7 Other Grounds for Termination
Termination for Convenience

31

Metro may tenninate this Contract for convenience without cause by giving written notice
to the Contractor, at least 90 days before the effective date of such tennination, if for any
reason Metro detennines that such tennination is in the best interest of Metro.
In the event of tennination of this Contract for convenience, the Contractor shall be entitled
to receive, and shall be limited to, just and equitable compensation for any satisfactory
authorized work completed as of the tennination date. Such compensation may include
reasonable start-up costs.
Termination for Contractor Bankruptcy
In the event of the filing of a petition for bankruptcy by or against Contractor or a principal
subcontractor, the Contractor shall immediately so advise Metro. The Contractor shall
assure that all tasks related to the Contractor or subcontractor are perfonned in accordance
with tenns of this Contract. In the event of the filing of a petition in bankruptcy by or
against the Contractor, Metro shall have the right to tenninate this Contract upon the same
tenns and conditions as a tennination for default.
Termination for Unavailability of Funds
In the event that local or state funds for this Contract become unavailable, Metro shall have
the right to tenninate the Contract without penalty. Availability of funds shall be
detennined at the sole discretion of Metro.
Termination for Destruction/Damage
In the event that the Facility is damaged by fire or other casualty and as a result of the
damage any threat is posed to the safety, health or security of the Prisoners, staff and/or the
public, Metro shall have the right to tenninate the Contract without penalty.
Section 8.8 Termination Procedure
Upon delivery by certified mail to the Contractor of a Notice of Tennination specifying the
nature of the tennination, the extent to which perfonnance of work under the Contract is
tenninated, and the date upon which such tennination becomes effective, the Contractor
shall:
Stop work under the Contract on the date and to the extent specified in the
Notice of Tennination and, if requested, pennit Metro to assume physical
custody and control over the Facility and Prisoners.
Place no further orders for materials, services or facilities, except as may be
necessary for completion of such portion of the work under this Contract
as is not tenninated.
Tenninate all orders to the extent that they relate to the perfonnance of work
tenninated by the Notice ofTennination.
Assign to Metro in the manner and to the extent directed by Metro all of the
right, title and interest of the Contractor under the orders so tenninated, in
which case Metro shall have the right, at its discretion, to settle or pay any
or all claims arising out of the tennination of such orders.
With the approval or ratification of Metro, settle all outstanding liabilities and
all claims arising out of such tennination of orders, the cost of which
would be reimbursable in whole or in part under the provisions of this
Contract.

32

Transfer title to Metro (to the extent that title has not already been transferred)
and deliver in the manner, at the times and extents directed by Metro, all
Prisoner files, fiscal records, and any other documentation or records in
any form that Metro deems necessary to continue operation of the Facility
and/or that relate to work terminated by the Notice of Termination.
Continue the performance of such parts of the work as shall not have been
terminated by the notice of Termination.
Take such action as Metro may direct for the protection, preservation and/or
return of the property related to this Contract which is in the possession of
the Contractor and in which Metro has or may acquire an interest.
Contractor shall proceed immediately with the performance of the above obligations
notwithstanding any delay in determining or adjusting the amount of any item of
reimbursable price under this Contract.
Section 8.9 Repair or Replacement
At the conclusion or termination of this Contract, Metro may deduct from moneys owed the
Contractor or otherwise obtain from Contractor sums sufficient to reimburse Metro for the
repair or replacement of any equipment or perishables as set forth in Exhibit C of the Prior
Agreement which is in need of repair, normal wear and tear excepted, or is missing.
Section 8.10 Waiver
No waiver of any breach of any of the terms or conditions of this Contract shall be held to
be a waiver of any other or subsequent breach; nor shall any waiver be valid or binding
unless the same shall be in writing and signed by the party alleged to have granted the
waIver.

33

ARTICLE 9
MISCELLANEOUS

Section 9.1 Maintenance of Records. The Contractor shall maintain documentation for all
charges against Metro under this Contract. The books, records, and documents of the Contractor
insofar as they relate to work performed or money received under this Contract, shall be
maintained for a period of three full years from the date of the final payment under this Contract
or any extension to it, and shall be subject to audit, at any reasonable time and upon reasonable
notice by Metro or the Comptroller of the Treasury or their duly appointed representatives. The
records shall be maintained in accordance with generally accepted accounting principles and at
no less than those recommended in the Accounting Manual for Recipients of Grant Funds in
Tennessee, published by the Comptroller of the Treasury, State of Tennessee.
Section 9.2 Publication. The Contractor shall not publish any finding based upon data obtained
from the operation of this Contract without the prior written consent of the Sheriffs Office. This
shall not prohibit Contractor from publishing or reporting information without Metro's consent
as may be required to comply with any law or regulation.
Section 9.3 Sovereign Immunity. The sovereign immunity of Metro shall not apply to the
Contractor nor any subcontractor, agent, employee or insurer of the Contractor. Neither
Contractor nor any subcontractor, agent, employee or insurer of the Contractor may plead the
defense of sovereign immunity in any action arising out of the performance of or failure to
perform any responsibility or duty under this Contract.
Section 9.4 Contract Modification. This Contract may be modified only by written
amendment executed by all parties hereunto and approved by Metro's Director of Law,
Director of Finance, and Mayor. Significant amendments to this Contract will require
approval by the State of Tennessee. Metro shall file all proposed amendments with the
State of Tennessee to determine whether the proposed amendment is significant. The
State of Tennessee shall have ten (10) days to respond as to whether the State of
Tennessee considers the amendment significant. Failure of the State of Tennessee to
respond to Metro within ten (10) days of receipt of the proposed amendment shall mean
that the State of Tennessee considers the proposed amendment insignificant.
Section 9.5 Audits. Contractor agrees to make available upon request of the State or Metro or
persons designated by them all records, reports, worksheets or other material related to the
obligations of Contractor under this Contract for audit purposes. The Contractor's activities
conducted and records maintained pursuant to this Contract shall be subject to monitoring and
evaluation by Metro, the Department of Finance/Division of Internal Audit, or their duly appointed
representatives
Section 9.6 Non-Discrimination. It is the policy of the Metropolitan Government of Nashville
and Davidson County not to discriminate on the basis of sex, color, national origin, or disability
in its hiring practices, or in admission to access to, or operation of its programs, services, and
activities. With regard to all aspects of this contract, Contractor certifies and warrants it will
comply with this policy. No person shall be excluded from participation in, be denied benefits of,
be discriminated against in the admission or access to, or be discriminated against in treatment or

34

employment in Metro's contracted programs or activities, on the grounds of handicap and/or
disability, age, race, color, religion, sex, national origin, or any other classification protected by
federal or Tennessee State Constitutional or statutory law; nor shall they be excluded from
participation in, be denied benefits of, or be otherwise subjected to discrimination in the
performance of contracts with Metro or in the employment practices of Metro's Contactors.
Accordingly, all Proposers entering into contracts with Metro shall upon request, be required to
show proof of such nondiscrimination and to post in conspicuous places that are available to all
employees and applicants, notices of nondiscrimination.
Section 9.7 Invalidity and Severability. In the event that any provision of this Contract shall be
held to be invalid, the validity of the remaining provisions of the Contract shall not in any way
be affected thereby.
Section 9.8 Counterparts. This Contract may be executed in multiple counterpart, each of
which shall be deemed to be an original and all of which shall constitute one Contract,
notwithstanding that all parties are not signatories to the original or the same counterpart, or that
signature pages from different counterpart are combined, and the signature of any party to any
counterpart shall be deemed to be a signature also and may be appended to any other counterpart.
Section 9.9 Interpretation. The headings contained in the Contract are for reference purposes
only and shall not affect the meaning or interpretation of this Contract.
Section 9.10 Terminology. All personal pronouns used in the Contract, whether used in the
masculine, feminine, or neuter gender, shall include all other genders; the singular shall include
the plural and plural shall include the singular.
Section 9.11 Interpretation and Venue. The Contract shall be interpreted by the laws of the
State of Tennessee. Davidson County, Tennessee shall be the venue in the event any action is
filed to enforce or interpret provisions of this Contract.
Section 9.12 Release. Contractor and Metro, upon final payment of the amount due under this
Contract, releases each other and their officers and employees, from all liabilities, claims and
obligations whatsoever arising from or under this Contract, except as set forth in Article 7 of this
Contract.
Section 9.13 Merger. This Contract and its exhibits incorporates all the agreements, covenants
and understandings between the parties hereto concerning the subject matter hereof. No prior
agreement or understandings, verbal or otherwise, of the parties or their agents shall be valid or
enforceable unless embodied in this Contract.
Section 9.14 Subcontracting and Assignment. The Contractor may, upon notice to Metro,
assign the proceeds of this Contract. Except as set forth in its Offer, the Contractor shall not
subcontract without the consent, guidance and prior express written approval of Metro. In the
event that approval is granted, the Contractor shall guarantee that the subcontractor will comply
with all the provisions of this Contract. Metro shall be provided with copies of all contracts with
sub-contractors upon request.

35

Section 9.15 Contract Documents. All exhibits to this Contract are made a part of this Contract
and are incorporated herein by reference. In the event of a conflict between this Contract and
any exhibit, Contractor will be bound as determined by Metro.
Section 9.16 Annual Appropriation. This Contract and payments required pursuant hereto are
subject to annual appropriation by the State for capital and operating costs. If sufficient funding
is not made available this Contract may be terminated upon expenditure of all appropriated
funds.
Section 9.17 Gratuities and Kickbacks.
a) Gratuities. It shall be a breach of ethical standards for any person to offer, give or agree
to give any employee or former employee, or for any employee or former employee to
solicit, demand, accept or agree to accept from another person, a gratuity or an offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering of advice, investigation,
auditing or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy or other particular matter, pertaining to any
program requirement of a contract or subcontract or to any solicitation or proposal
therefore.
b) Kickback. It shall be a breach of ethical standards for any payment, gratuity or offer of
employment to be made by or on behalf of a subcontractor under a contract to the prime
contractor or higher tier subcontractor or any person associated therewith, as an
inducement for the award of a subcontract or order.

Section 9.18 Prohibition Against Contingent Fees. It shall be a breach of ethical standards for
a person to be retained, or to retain a person to solicit or secure a metropolitan government
contract upon an agreement or understanding for a contingent commission, percentage, or
brokerage fee, except for retention of bona fide employees or bona fide established commercial
selling agencies for the purpose of security business.
Section 9.19 Notices and Designation of Agent for Service of Process.
a)
Notice of assignment of any rights to money due to Contractor under this
contract must be mailed or hand delivered to the attention of Metro's Chief
Accountant, Division of Accounts, Department of Finance, 222 Third Avenue
North, Suite 750, Nashville, Tennessee 37201, with a copy to the recipient for
Metro notices listed below. All other notices to Metro shall be mailed or hand
delivered to:
Department:
Att'n:
Addr:

b)

Contractor:

Director of Law
Metropolitan Office of Law
204 Metropolitan Courthouse
Nashville, TN 37201
Notices to Contractor shall be mailed or hand delivered to:

Corrections Corporation ofAmerica

36

Att'n:
Addr:

Gus Puryear, General Counsel
10 Burton Hills Boulevard
Nashville, TN 37215

c) Contractor designates the following as the Contractor's agent for service of process and
will waive any objection to service of process if process is served upon this agent:

Designated Agent:

CT Corporation System
800 S. Gay Street
Suite 2021
Knoxville, TN 37929

37

Section 9.20
Effective Date. This contract shall not be binding upon the parties until it
has been signed first by the CONTRACTOR and then by the authorized representatives of the
Metropolitan Government and has been filed in the office of the Metropolitan Clerk. When it
has been so signed and filed, this contract shall be effective as of the date first written above.
CONTRACTOR

THE METROPOLITAN GOVERNMENT OF
NASHVILLE AND DAVIDSON COUNTY

APPRJt:/

irO PROJECT SCOPE:

Department Head: Davidson County Sheriff

APPROVED AS TO COMPLIANCE WITH
PROCUREMENT CODE:

~V-==
APPROVED AS TO AVAILABILITY
OF FUNDS:

D;~u.::::::~-------APPROVED AS TO PROOF OF
INSURANCE:

Sworn to and subscribed to before me, a
Notary Public, this
day of

_....L./_q-'-+V1

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,

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by

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the

of

J~C~---

CONTRACTOR and duly authorized to·

APPROVED AS TO FORM AND
LE
L1TY:

behalf.

execute this instrument on Contractor's
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38

!m:

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MYCOMMISSION EXPIRES 07/0312012
Date:

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Notary Public

FILED IN THE OFFICE OF THE
METROPOLITAN CLERK:

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"\,, ~rc.A

HIPAA BUSINESS ASSOCIATE AGREEMENT BETWEEN THE METROPOLITAN
GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY AND
_
This agreement is entered into on this __ day of
, 2003, by and between The
Metropolitan Government of Nashville and Davidson County, hereinafter "Metro", and
- - - - - - - -, hereinafter "Business Associate/Contractor."

HIP AA BUSINESS ASSOCIATE
1.

Definitions. The following terms shall have the meaning indicated when capitalized and used in
this Agreement:
1.1

"Business Associate/Contractor" means - - - - - - - -

1.2

"Federal Privacy Regulations" mean the regulations contained in 45 C.F.R. Parts 160 and
164, as amended.

1.3

"Federal Security Regulations" mean the regulations contained in 45 C.F.R. Parts 160,
162 and 164, as amended.

1.4

"HIPAA" means the administrative simplification section of the Health Insurance
Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d through d-8.
1.5
"Protected Health Information" or "PHI" means any protected health
information, as defined in 45 C.F.R. 164.501, as amended.

1.6

"Required by Law" means a mandate contained in law that compels a covered entity to
make a use or disclosure of protected health information and that is enforceable in a court
of law. Required by Law includes, but is not limited to, court orders and court- ordered
warrants; subpoenas or summons issued by a court, grand jury, a governmental or tribal
inspector general, or an administrative body authorized to require the production of
information; a civil or an authorized investigative demand; Medicare conditions of
participation with respect to health care providers participating in the program; and
statutes or regulations that require the production of information, including statutes or
regulations that require such information if payment is sought under a government
program providing public benefits.

2.

Permitted Uses and Disclosures. Business Associate/Contractor shall not use or disclose any
Protected Health Information other than as permitted by this Agreement in order to perform Business
Associate/Contractor's obligations under the Agreement or as Required by Law. Business
Associate/Contractor may also use or disclose PHI as required for Business Associate/Contractor's
proper management and administration, provided that if Business Associate/Contractor discloses any
PHI to a third party for such a purpose, Business Associate/Contractor shall enter into a written
agreement with such third party requiring that party: (i) to hold the PHI confidentially and not to use
or further disclose the PHI except as Required by Law, and (ii) to notify Business
Associate/Contractor immediately of any instances of which it becomes aware in which the
confidentiality of the PHI is breached.

3.

Minimum Necessary Information; Safeguards. Business Associate/Contractor shall only request
from Metro, and shall only use and disclose, the minimum amount of PHI necessary to carry out the
Business
Associate/Contractor's
responsibilities
under
this
Agreement.
Business
Associate/Contractor shall implement appropriate safeguards to prevent the use or disclosure of
Metro's Protected Health Information other than as provided for in this Agreement. If Business

39

Associate/Contractor becomes aware of any use or disclosure of Metro's Protected Health
Information not provided for in this Agreement, Business Associate/Contractor shall report such
information to Metro within thirty (30) days or as soon as possible thereafter.
4.

Reporting. If Business Associate/Contractor becomes aware of any use or disclosure of PHI in
violation of this Agreement, Business Associate/Contractor shall immediately, but no less than thirty
(30) days report such information to Metro. Business Associate/Contractor shall also require its
employees, agents, and subcontractors to immediately report any use or disclosure of PHI in
violation of this Agreement. Business Associate/Contractor shall cooperate with, and take any action
required by, Metro to mitigate any harm caused by such improper disclosure.

5.

Agents and Subcontractors. Business Associate/Contractor shall require any agent or subcontractor
that carries out any duties for Business Associate/Contractor involving the use, custody, disclosure,
creation of, or access to PHI to enter into a written contract with Business Associate/Contractor
containing provisions substantially identical to the restrictions and conditions set forth in this
Agreement.

6.

Policies, Privacy Practices, and Restrictions. Business Associate/Contractor shall assure that each of
its agents and employees has received appropriate training regarding HIPAA confidentiality and
patient privacy compliance issues.

7.

Patient Rights. Business Associate/Contractor acknowledges that the Federal Privacy Regulations
require Metro to provide patients and Metro's employees and their dependents with a number of
privacy rights, including (a) the right to inspect PHI within the possession or control of Metro, its
Business Associate/Contractors, and their subcontractors, (b) the right to amend such PHI, (c) the
right to obtain an accounting of certain disclosures of their PHI to third parties and (d) the right to
request confidential communications of their PHI. Business Associate/Contractor shall respond to
such request in a timely manner. Business Associate/Contractor shall establish and maintain
adequate internal controls and procedures allowing it to readily assist Metro in complying with
patient and Metro employee's and their dependent's requests to exercise any patient rights granted
by the HIPAA Privacy Regulations, and shall, at no additional cost to Metro, comply with all such
requests to amend, provide access to, receive confidential communications or create an accounting of
disclosures of the PHI in the possession of Business Associate/Contractor or its agents and
subcontractors. If Business Associate/Contractor receives a request directly from a patient to
exercise any patient rights granted by the Privacy Regulations, Business Associate/Contractor shall
immediately forward the request to Metro.

8.

HIPAA Security Requirements. At such time when the Federal Security Regulations are effective,
Business Associate/Contractor shall have implemented administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of
Metro's electronic Protected Health Information that Business Associate/Contractor creates,
receives, maintains, or transmits on behalf of Metro as required by the Federal Security Regulations.
Upon request, Business Associate/Contractor shall allow Metro to review such safeguards. Business
Associate/Contractor shall promptly report to Metro any security incident involving electronic PHI
of which Business Associate/Contractor becomes aware.

9.

Audits and Inspections. Business Associate/Contractor shall make its internal practices, books, and
records relating to the use and disclosure of PHI available to Metro for inspection upon request, and
to the Secretary of Health and Human Services to the extent required for determining Metro's
compliance with the Privacy Regulations.
10. Termination and Return of PHI. Notwithstanding anything to the contrary in the Agreement,
Metro may terminate this Agreement immediately if, in Metro's opinion, Business
Associate/Contractor breaches any provision of this Agreement. Metro may, in its sole

40

discretion, give Business Associate/Contractor 30 days in which to cure the breach and mitigate
any damages. Upon termination of this Agreement for any reason, Business Associate/Contractor
shall, if feasible, return or destroy, as determined by Metro, all PHI received from Metro or
created by Business Associate/Contractor on behalf of Metro. If such return or destruction is not
feasible, as mutually agreed to by the parties, the parties agree that the requirements of this
Agreement shall survive termination and that Business Associate/Contractor shall limit all further
uses and disclosures of PHI to those purposes that make the return or destruction of such
information infeasible. Upon Metro's request, Business Associate/Contractor shall certify in
writing that all of Metro's Protected Health Information has been destroyed.
11. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Metro to comply
with the Federal Privacy Regulations and Federal Security Regulations.

INTENTIONALLY LEFT BLANK

41

Effective Date. This contract shall not be binding upon the parties until it has been signed fIrst by the
Contractor and then by the authorized representatives of the Metropolitan Government and has been fIled in
the office of the Metropolitan Clerk. When it has been so signed and fIled, this contract shall be effective as
of the date fIrst written above.

CONTRACTOR:

By:

- - - - - - - - - - - - - - - Print/type name:

_

Title:
Sworn to and subscribed before me
_____, 20_. My commission expires

" a Notary Public, this _ _ day of
_

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:

Approved:

Approved as to availability of funds:

Director of Finance

Approved as to form and legality:

Metropolitan Attorney

Marilyn Swing
Metropolitan Clerk

42

Exhibit E
Negotiated Changes to Metro's Request For Proposal and Contractor's Response to
RFP09-46
Guard Rate: Contractor agrees to the rate of $17.92 per hour for all reimbursable
security guard services.
Equipment: Attached is a revised list of equipment purchased by CCA that would
not be available for purchase by Metro at the end of this Contract.
Subcontracting Plan:
Section 2.14.5 (Progress Payments to Contractor) of
Metro's Request For Proposal is not applicable to this Contract.
Contractor's
(New Section) 5.8.4 of Metro's Request For Proposal 09-46:
indemnification obligations shall not extend to any claim, demand, cause of action,
expenses or liabilities (including attorney fees and other costs of litigation) in
connection with actions filed in state or federal court challenging the validity of the
conviction or sentence imposed by the sentencing court upon an inmate house by
Contractor pursuant to this Contract.
Contractor's indemnification obligations shall not extend to any claim, demand,
cause of action, expenses or liabilities (including attorney fees and other costs of
litigation) in connection with actions filed in state or federal court or in
administrative procedures and claims that challenge the authority of the State to
transfer an inmate to the custody of the Contractor.
Revise the last sentence in Section 4.2.13 of Metro's Request for Proposals 09-46 as
follows: At the conclusion of the Contract, all moveable equipment purchased by
Metro, all equipment designated as the property of Metro on the FF&E inventory
and all perishables and supplies will become the property of Metro
Add the following sentence at the end of Section 5.7 of Metro's Request for
Proposals 09-46: The parties agree that access shall not be provided to litigation
reserves, confidential settlement agreements, attorney-client privileged information
and financial information that is proprietary to the Contractor including historical
financial data, budgets and forecasts for the Facility.

Corrections Corp. of A~erica
Asset Balances
As of 06/01/2009

CCA Metro-Davidson - Balance Sheet
R550091
CCA0010
PHINTON
JPD811

6/29/2009
8:27:05
i

Description
SCANNER FUJITSU FL-5015C
------PRINTER HP P3005N
PRINTER HP 4250N
PRINTER HP 4350DTN
PRINTER 3800N
PRINTER HP 4700DN
COMPUTER HP NC8430 LAPTOP
PRINTER HP LASERJET P3005N
PRINTER HP LASERJET CP4005D
COMPUTER HP DC5700 DESKTOP
COMPUTER HP DC5800 DESKTOP
SCANNER FUJITSU FI-5015C
COMPUTER HP DC5800 DESKTOP
PRINTER HP LASERJET CP3525N
PRINTER HP LASERJET 4014N

Serial Number
2500
SCND1 R19655
SCNRXC83711
SCNRXJ77887
SCNTBB45207
SJPTLB62483
CNU7121RKM
SCND1 R42313
SJP4L08714
2UA8130FJS
MXM8170251
9145

Asset #
57643
57644
57645
57646
57647
57648
57650
57651
61951
61952
62679
66781

8298

61953
61954
62250

4/1/2008
4/1/2008
5/1/2008

1
1
1

607239936
A3100003752

58864
61955
66082

9/1/2007
4/1/2008
2/1/2009
6/1/2009

1
1
2
1

1FTYR1 OU77PA59162

57268
57653
58225
60896

3/1/2007
5/1/2007
7/1/2007
12/1/2007

1
3
1
1

Date Acquired Curr Qty
5/1/2007
1
5/1/2007
16
5/1/2007
2
5/1/2007
4
5/1/2007
1
5/1/2007
1
5/1/2007
2
5/1/2007
1
4/1/2008
1
4/1/2008
5
7/1/2008
6
6/1/2009
1
6/1/2009
8
6/1/2009
1
6/1/2009
1

162100
SCANNER SCANTRON ES2260-ADF
SOFTWARE TABE 9 & 10
I-_SOFTWARE GED SCANNING
----_._--------------_._.-.

-

--

162500

DEFIBRILLATOR HEARSTRAEM FR
---ECG-MACHINE,-STRIA31-00 12
VITAL SIGN SPOT MONITOR
AED POWERHEART G3
c------

162900
TRUCK 2007 FORD RANGER 4X2
AIR CONDITIONERS ROOFTOP (Bluebird Bus)
VAN 2007 FORD E-350 SUPER
CAGING

1FTSS34L17DB01480

163300
THL01147
SHX13249
SXP36679
SXP36684
CRC38480

COPIER CANON IR3530
--COPIER CANON IR7095
COPIER CANON IR5070
COPIER CANON IR5070
SHREDDER HEAVY DUTY

54756
57973
58767
58769
58919

1-----------------

----------_.-

163700

I

... _ - - -

PORTABLE RADIOS MTX850LS
RADIO PORTABLE MT850 16CH
~fo CONSOLE MC1 000 BASIC
PISTOLS SMITH & WESSON 64
RADIO PORTABLE MTX850
~DIO PORTABLE MTX850
RADIO MOTOROLA GTX LTR 806
~DIO PORTABLE MTX850 16CH
RADIO PORTABLE MTX850 16CH
RED MAN SUIT-360
-- -RADIO
PORTABLE MTX850 LS 80
-------

-

672HFY6371

- - --

672THJ0639
867YHL0213
672TFQA139
921TJE2498
672TJY2708

I

,

8/1/2006
6/1/2007
9/1/2007
9/1/2007
9/1/2007

2
1
1
1
1
- - -

!

=t

-_ ..._-

49986
53293
53510
54438
54486
58768
58770
62022
62023
62682
66166

2/1/2005
2/1/2006
3/1/2006
7/1/2006
7/1/2006
9/1/2007
9/1/2007
4/1/2008
4/1/2008
7/1/2008
3/1/2009

18
9
1
5
9
8
1
4
6
1
15

--

- -1 - - - - - - - - - - - - - - - - - -

CCA Metro-Davidson - Balance Sheet
R550091
CCA0010
PHINTON
JPD811

Corrections Corp. of America
Asset Balances
As of 06/01/2009

I
Description
BURNISHER
BURNISHER 20lN

1=\

Serial Number

Asset #

--------

~~~~E~~~~I~~~~O~~IN--~=
___.
plasma cutter 65psi
BURNISHER W/PAD C1500DCP-TP
WELDER MIG WIRE FEED
BURNISHER W/PAD C1500DCP
BURNISHER W/PAD DRIVER
POLISHER-C205PX-TP
LAWN MOWER 7H1919HPWALKBE
~RNISHER 20lN HI SPD

--

~_--!

TC7H19C010303

._ ..

51150
54758
54759
55343
57269
57361
57492
57752
57904
57905
58226
63557

I
I

6/29/2009
8:27:05

--

Date Acquired Curr Qty
7/1/2005
8/1/2006
----8/1/2006
11/1/2006 I
3/1/2007
3/1/2007
4/1/2007
5/1/2007
6/1/2007
6/1/2007
7/1/2007
10/1/2008

2
1
-------1
1
1
2
1
2
2
2
1
4

-------

2

CNA Surety
CNA Plaza, Chicago, IL 60685

PERFORMANCE BOND
Form to be Used When Bonding Only One Year
of a Multi-Year Contract

(Page 1 of 2)
Bond No. 929464190

Corrections Corporation of America

KNOW ALL MEN BY THESE PRESENTS: That,
(hereinafter

called

Principal)

as

Principal,

and

Western Surety Company, 26 Century Boulevard, Suite 602, Nashville, TN 37214 a
corporation duly organized under the laws of the
duly

State

authorized and licensed to do business in the

of

South Dakota

State

and

Tennessee

of

_ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter called Surety), as Surety, are held and firmly bound unto

Metropolitan Government of Nashville and Davidson County, 222 Third Avenue, N.,
Suite 601, Nashville, TN 37201,

hereinafter called the Obligee), as Obligee, in the full and just

sum of One Million Five Hundred Thousand and No/100 DOLLARS,

($

1,500,000.00 )

to the payment of which sum, well and truly to be made, the said Principal and Surety bind themselves, their
and each of their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by
these presents.
WHEREAS,

the above bounden Principal has entered into a certain written contract with the above

mentioned Obligee dated August 1,2009,

for Management Services Contract No. 18612,

Medium-Security County Correctional Facility for the Davidson County Sheriff's
Office, 5115 Harding Place, Nashville, TN

for a period of

Five (5)

years

which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at
length herein, and
WHEREAS, the Obligee has agreed to accept a bond guaranteeing the performance of said contract for
a period of only .Q.!!! ill year.
NOW, THEREFORE, if Principal shall faithfully perform such contract or shall indemnify and save
harmless the Obligee from all cost and damage by reason of Principal's failure so to do, then this obligation
shall be null and void; otherwise it shall remain in full force and effect.

CNA
For All the Commitments You Make·

-c-

_

PERFORMANCE BOND
(Page 2 of 2)

PROVIDED, HOWEVER, that this bond is subject to the following conditions and provisions:
1.

This bond is for the term beginning

August 1, 2009!

and ending

July 31,2010.
2.

In the event of default by the Principal in performance of the contract during the term of this bond the
Surety shall be liable only for the loss to the Obligee for actual excess costs of performance of the
contract up to the expiration of the term of this bond and in no event shall the liability of the Surety
exceed the penal sum stated in this bond.

3.

No claim, action, suit or proceeding, except as hereinafter set forth, shall be instituted or maintained
against the Surety under this instrument unless same be brought or instituted and process served upon
the Surety within one year after the expiration of the term of this bond.

4.

Neither non-renewal by the Surety, nor failure, nor inability of the Principal to file a performance bond for
subsequent terms under said contract shall constitute loss to the Obligee recoverable under this bond.

5.

The bond may be extended for additional terms at the option of the Surety, by continuation certificate
executed by the Surety and the Principal but regardless of the number of extensions for additional terms
and the number of premiums which shall be payable or paid, the liability of the Surety hereunder shall not
be cumulative from year to year nor period to period.

6.

No right of action shall accrue on this bond to or for the use of any person or corporation other than the
Obligee named herein or the heirs, executors, administrators or successors of the Obligee.

Signed and sealed this

"",,1....;;4,-th_ _

day of

CORRECTIONS CORPORATION OF AMERICA
(Prin"cipal)

August

WESTERN SURETY COMPANY
(Surety)

B~C~~<~
Betty O. Bra n
Attorney-I n-Fact

Western Surety Company
POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT
Know All Men By These Presents, That WESTERN SURETY CaMPANY, a South Dakota corporation, is a duly organized and existing corporation
having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby
make, constitute and appoint

Bettye J Brown, Irma Estes, Pam Pratt, Paul Sims, Individually

of Nashville, TN, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds,
undertakings and other obligatory instruments of similar nature

- In Unlimited Amountsand to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said
Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed.

This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated, by
the shareholders of the corporation.

In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to
be hereto affixed on this 14th day of May, 2008.

WESTERN SURETY COMPANY

State of South Dakota
County of Minnehaha
On this 14th day of May, 2008, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he
resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and which
executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so
affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and
acknowledges same to be the act and deed of said corporation.

My commission expires
November 30, 2012

CERTIFICATE

-----=-~--=-==IoL:'-----~P"bli,

I, 1. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in
force, and further certify that the By-Law of the corporation printe
my name and affixed the seal oithe said corporation this

In testimony whereof I have hereunto subscribed
day of

~

.

WESTERN SURETY COMPANY

Fonn F4280-09-06

.~

ACORD"
PROIlUCER

877-945-7378
Willis o~ TBDDessee, %na.
26 CllDt~ Blvd.

P.

INSURED

r

CERTIFICATE OF LIABILITY INSURANCE Page

\-....-'"

o.

Box 305191
37230-5191

DATE IMMlDDIYYYY)

1 of 3
08/07/2009
nns CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION·
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

Nashville. '1'H

INSURERS AFFORDING COVERAGE

NAlC#

Corrections Coz»o~ation o~ Am~ica
10 BurtOD Billa Blvd.
37215
NaBhville.

INSURERA: Stead~aot %nsurance C"""'anv

26387-000
194045-002
26883-005
23841-001
26387-002

m

~SURER8:National UDion Fire %nDUraDCO C"""'anv
~RERC:Ameriaan International Snecialtv Linos %n
INSURERD:

Nev s .......ohire Illaurance C""""...",

INSURERE: Steadeaet %nsuranoe Co.....anv

r

COVERAGES
THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED. NOlWlTHSTANDING
AIr'( REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THe INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POUCIES.AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

1m ~
A

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POUCYNIIMBER

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t-!-ENERALUABILlTY

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14/1/2009
4/1/2009

14/1/2010
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$5,000.000

$S,OOO,OOO Aggregate

DESCRIPnONOFOPERATlONS1LOCAnONS'YEHlCUlSIEXCLUSIONSADDEDBYENDORSEMEHTISPECIALPROVJSIONS

THIS VOIDS AND REPLACES PREVXOUSLY ISSUED CERTIFICATE DATED: 3/26/2009 WITH ID: 12268470
See Attached
Please see attached:
CERTIFICATE HOLDER

CANCELLATION be.

~ 10 D• • For

_.P.

...~

SHOULD AJl'I OF THE ABOVE DESCRIBED PouelES BE CANc:£LLED BEfORE 1HE EXPIRAnON
DATIl THEREOF, THE ISSUING IHSURER WILL ENDEAVOR TO MAIL

1!... DAYS WIUTTEIf

NonCE TO THE CERTIF1CATE HOLDER NAMED TO 1HE Ul", BUT FAILURE TO DO SO SHALl.
Het~opo11tan GOVer.nment of Nashville and
Davidson County
Atbu
Pat Bdwa~dII
222 Tblxd Avenue Noxth
Nashville, TN
37201

ACORD 25 (2009101)

IMPOSE NO OBUDAnON OR UABIUTY OF AJl'I ICIHD UPON TIlE INSURER, ITS AGENTS OR

REP. E
A

Pi.

Col1:2775755 Tpl:903470 Cert:1 9 08
@1988-2009AC
The ACORD name and logo are registered marks of ACORD

wtlhs

PRODUCER

877-945-7378
Willis of Tennessee, Inc.
26 Century Blvd.
P. O. Box 305191
Nashville, TN 37230-5191

INSURED

Corrections corporation of America
10 Burton Hills Blvd.
Nashville. TN 37215
I

DATE

I 08/07/2009
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION

CERTIFICATE OF LIABILITY INSURANCE Page

2 of 3

ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

INSURERS AFFORDING COVERAGE

NAIC#

Steadfast Inllurance Co_any
National Union Fire Insurance Company
INSURERC: American International Specialty Lines In
INSURERD: Now HlIJIlPshire Insurance Company
INSURERE: Steadfaiit Insuranoe Co=any

26387-000

INSURER A:

INSURERB:

19445-002
26883-005
23841-001
26387-002

DESCRIPTION OF OPERATlONSlLOCATlONSIVEHICLESlEXCLUSIONS ADDED BY EIlDORSEMENTISPECIALPROVlSIONS

Workers Compensation - California
Carrier: National Union Fire Insurance Company
Policy Number: 3567076
Effective Dates: 04/01/2009 - 04/01/2010
Limits: $1,000,000 Each ~ccident, Disease-Each Employee, Disease-Policy Limit
Workers Compensation - Florida
Carrier: Illinois National Insurance Company
Policy Number: 3567077
Effective Dates: 04/01/2009 - 04/01/2010
Limits: $1,000,000 Each Accident, Disease-Each Employee, Disease-Policy Limit
Workers Compensation - New Jersey
Carrier: New Hampshire Insurance Company
Policy Number: 3567079
Effective Dates: 04/01/2009 - 04/01/2010
Limits: $1,000,000 Each Accident, Disease-Each Employee, Disease-Policy Limit
Workers Compensation - Texas
Carrier: New Hampshire Insurance Company
Policy Number: 3567078
Effective Dates: 04/01/2009 - 04/01/2010
Limits: $1,000,000 Each Accident, Disease-Each Employee, Disease-Policy Limit
Crime: Employee Dishonesty
Carrier: Federal Insurance Company
Policy Number: 81584727
Effective Dates: 04/01/2009 - 04/01/2010
Limit: $2,000,000
The Certificate Holder is named as an Additional Insured but only with respect to liability
arising out of the Named Insured's operations.

Coll:2775755 Tpl:903470 Cert:12897908

.
Page 3 of 3

IMPORTANT

If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement A statement on this certificate does not confer rights to the certificate
holder In lieu of such endorsement(s).

DISCLAIMER
This certificate of Insurance does not constitute a contract between the issuing insurer(s). authoriZed
representative or producer, and the certificate holder, nor does It affirmaUvely or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.

ACORD 25 (2009/01)

Coll:2775755 Tpl:903470 Certl12897908