INCARCERATION AGREEMENT

by and between

STATE OF TENNESSEE, DEPARTMENT OF CORRECTION

and

HARDEMAN COUNTY

INCARCERATION AGREEMENT

THIS INCARCERATION AGREEMENT is made and entered into this __ day of
_ _ _ _ _ _,2002, by and between the STATE OF TENNESSEE, DEPARTMENT OF
CORRECTION ("State") and HARDEMAN COUNTY, TENNESSEE.
WITNESSETH
WHEREAS, Hardeman County approved the creation of the Hardeman County
Correctional Facilities Corporation (HCCFC) for the purpose of constructing and operating
prisons and appointed its directors;
WHEREAS, the State of Tennessee, Department of Correction entered into an
Incarceration Agreement with Hardeman County, Tennessee on September 18, 1996 to house
inmates at the prison constructed by HCCFC;

WHEREAS, Hardeman County approved the creation of the Hardeman County
Correctional Facilities Corporation-Two (HCCFC-Two) for the purpose of operating a second
prison located in Hardeman County, known as the Whiteville Correctional Facility and
appointed its directors;

WHEREAS, Hardeman County desires to enter into this contract to reserve, keep and
maintain up to one hundred percent (100 %) of the available beds for the State;

WHEREAS, the State desires to enter into this contract with Hardeman County to house at
the Whiteville Correctional Facility, pursuant to the terms of this Contract, male felons
(hereinafter "Inmates") sentenced to the care, custody and control of the Tennessee Department of
Correction (the "Department");

WHEREAS, the State agrees to compensate the County as indicated below for all
reasonable allowable costs as defined by the contract associated with the housing of Inmates at the
Whiteville Correctional Facility;

WHEREAS, the State is authorized by T.C.A. § 4-3-603(b) to enter into agreements with
local governments to house State prisoners.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the State and Hardeman County hereby agree as follows:

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ARTICLE 1
DEFINITIONS

"ACA" means the American Correctional Association.
"ACA Standards" means the standards for Adult Correctional Institutions (Third Edition,
January 1990; as the same may be modified, amended, or supplemented in the future) published by
the ACA.
"Bed Allocation Per Diem Rate" means the bed fee per Inmate Day or per Bed Day,
determined in accordance with the provisions of Section 6.2.
"Bed Day" means each calendar day that a bed at the Facility is made available to the State
pursuant to an allocation requested in writing by the Department for the placement of an Inmate,
including the first, but not the last day.
"Commissioner" means the Commissioner of the Tennessee Department of Correction.
"Contract" means this document, together with all written attachments, exhibits,
amendments and modifications. The word "Agreement" also means this document, together with
all written attachments, exhibits, amendments and modifications.
"Court Orders" means any orders, judgments or opinions issued by a court of competent
jurisdiction or any stipulations, agreements or plans entered into in connection with litigation that
are applicable to the operation, management or maintenance of the Facility or relate to the care and
custody ofInmates of the Facility, whether currently existing or as may be rendered in the future.
"Department" means the Tennessee Department of Correction.
"Effective Date of Contract" means the date stated in Section 2.1 of this Contract.
"Facility" means the 1,536-bed correctional institution, with no dormitory housing,
located in Hardeman County, Tennessee, and real property as specified in Exhibit A.
"Fiscal Year" means the period beginning July 1 and ending June 30 of each year.
"Indigent Inmates" means Inmates who are deemed indigent as defined by Departmental
Policy 504.04, as said policy may be amended.
"Infirmary" means the provision of infirmary care as defined in TDOC policies 113.02
and 113.32.
"Inmate" means any person (male felon) committed to the custody and control of the
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Department who is incarcerated in the Facility.
"Inmate Day" means each calendar day or part thereof that an Inmate is located at the
Facility, including the first, but not the last day of incarceration at the Facility.
"Liaison" means a person or persons appointed and paid by the Department to monitor for
the Department the implementation of this Contract and/or to act as the Commissioner' s designee.
The Liaison will also be the official liaison between the State and Hardeman County on matters
pertaining to the operation and management services of the Facility and may perform other
functions described herein and described in Departmental policies.
"Local Area" means Hardeman, Fayette, Haywood, Madison, Chester, McNairy and
Shelby Counties in Tennessee.
"Operating Per Diem Rate" means the operational cost per Inmate, per Inmate Day, as
defmed in Section 6. 1.
"Post Order" means standing orders which delineate the task and job duties of each
security position at the Facility.
"Primary Health Care Contractor" means the Department's contract provider of primary
and specialty care physician and dental services, non-physician professional services, hospital
services, and, at certain institutions, health services staffing.
"Service Commencement Date" is October 16, 2002.
"Staffmg Pattern" means each functional area by position, with an indication of shift
assignment and number of days covered, relief factors and total staffing.
"State" means the State of Tennessee, including, but not limited to, the Department.
"State Bed Days" means the State's total allocation of Bed Days.
"TOMIS" means the Tennessee Offender Management Information System, a mainframe
computer system that automates the management of information about offenders under the
supervision of the Tennessee Department of Correction. TOMIS captures all offender related
information at the point of origin to provide accurate and timely information to those who use it.

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ARTICLE 2
TERM AND SCOPE OF THE CONTRACT

Section 2.1. Term.
September 30, 2005.

This Contract is effective October 1, 2002 and continues until

Section 2.2. Renewals. The State shall have the option to renew this Contract upon the
same terms and conditions for two (2) one (1) year terms; provided, however, that such option to
renew may be exercised only if, at the time of the exercise of the option, the Commissioner, in the
Commissioner's sole discretion, determines that the available facilities and institutions of the
Department are overcrowded. The State may exercise its option to renew by giving Hardeman
County 180 days advance written notice of its intent to renew. If Hardeman County does not
receive notice of the State's intent to renew 180 days in advance, it shall notify the Commissioner
of Correction and the Commissioner of Finance and Administration of that fact by certified mail
and the State shall have an additional 30 days from receipt of such notice within which to exercise
its option to renew.
Section 2.3.

Requirements. This Contract is not binding until execution by all parties.

Section 2.4. Scope of Agreement. This Contract, including all exhibits attached hereto
which are incorporated herein by reference, shall constitute the entire agreement between the
parties and no statements, promises or inducements made by either party or agents of either party
that are not contained in this Contract shall be valid or binding with the exception of Opinion of
Contractor's Counsel described in Section 12.7. No prior agreements or understandings, verbal
or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this
Contract.

ARTICLE 3
MAINTENANCE
Section 3.1. Maintenance.
(a)
At least 20 days before the Service Commencement Date, Hardeman County
shall provide the State with a written plan, including a preventive maintenance program, to
maintain the Facility and all property, both real and personal, contained therein. Said plan shall be
subject to the written approval of the State and shall not be altered, amended, modified, revised or
supplemented without the prior written approval of the State. Hardeman County shall implement
the provisions of plan throughout the term of the Contract.
(b)
Hardeman County shall provide for maintenance, repair, and replacement
for the Facility and shall keep said Facility in good repair, working order and condition, subject to
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normal wear and tear. Hardeman County shall be responsible for all expenses incurred in said
maintenance, repair and replacement.
Section 3.2. Utilities and Taxes. Hardeman County shall pay all taxes associated with
this Contract and utility costs of the Facility, including, but not limited to, water, gas, sewage and
electric.
Section 3.3. Property Insurance. Hardeman County shall obtain and keep in force
casualty insurance on the Facility and on all property to be located at the Facility.
ARTICLE 4
CONTRACT MONITORING

Section 4.1. Monitoring.
(a)
The State has the right and authority under this Contract to monitor
Hardeman County's performance hereunder. Such monitoring shall include but not be limited to
observing and reporting on the day-to-day operational performance of Hardeman County regarding
compliance with all terms and conditions of this Contract. Such monitoring or failure to monitor
shall not relieve Hardeman County of its responsibility, obligation and liability under this
Contract.
(b)
The State, through the Department's Contract Management Unit, shall
develop reporting requirements for Hardeman County 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 and vacancies, staff
training, employee grievances, employee discipline, health care access, 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 Inmates, use of force, and incidents which involve substantial risk to
property, life, or institutional security.
(c)
Hardeman County agrees to cooperate with the State, including any
representatives of the State, in the Contract monitoring effort of the State through such means as
may be requested from time to time, including, but not limited to the reporting of information as
requested. The State and Hardeman County agree that the information collecting and monitoring
processes described in this Section 4.1.(a) - (c), in accordance with the policies and procedures of
the Tennessee Department of Correction.
Section 4.2. Liaison.
(a)
The State shall provide Liaison(s) to be located at the Facility. The
Liaison(s) will be an employee(s) of the Department and will be paid by the Department.
Hardeman County shall have no control over the activities of the Liaison(s), supervisory or
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otherwise.
(b)
The Liaison(s) shall be the representative of the State at the Facility to
monitor Hardeman County's compliance with the Contract. The Commissioner may also appoint
the Liaison to act as his designee. The Liaison may also have functions described in Department
policies. The Liaison may have other functions as provided by the Commissioner in writing.
(c)
Unless otherwise specified by the Commissioner, in writing, the Liaison(s)
shall be the designated recipient of all information required of Hardeman County. Hardeman
County shall be notified of the identity of any Contract Liaison, in writing, signed by the
Commissioner.
(d)
The individual(s) acting as Liaison(s) may be changed during the term ofthe
Contract, at the discretion of the Commissioner.
(e) The State hereby expressly disclaims that the Liaison or any other state
employee or official has any authority, apparent or otherwise, to bind the State under this Contract
unless expressly stated herein; provided, however, that the Commissioner shall have the same
authority granted any state employee under this Contract and the Commissioner retains authority
over the Inmates which may not be delegated at law.
(f) In addition to the Liaison(s) employed by the Department, the State may monitor

the Contract through other representatives of State as it deems appropriate. Such representative(s)
shall have the same right of access to information, the facility, Inmates, and Hardeman County's
employees and agents as set out herein for Liaison(s).
Section 4.3. Multiple Liaisons.
(a)
In the event that the Commissioner designates more than one individual to
act as Liaison, the State shall provide Hardeman County with a description of the Liaisons' levels
of authority in writing executed by the Commissioner.
(b)
In the event Hardeman County believes it is recelvrng conflicting
instructions from the Liaison(s) or that the Liaison is acting beyond its level of authority under the
Contract or as provided in subsection (a), Hardeman County shall notify the Commissioner in
writing. The written response of the Commissioner shall be final.
Section 4.4. Office Space.
(a)
Hardeman County shall provide, at its expense, adequate office space and
local telephone service for the Liaison(s) and the staff of the Liaison(s), which may include a
secretary, in close proximity to other administrative offices.
(b)
Hardeman County also shall provide the Liaison(s) and staff with access to
all major office equipment, at Hardeman County's expense.
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(c)
Hardeman County shall not provide the Liaison(s) or Liaison(s)' staff with
gifts or any form of compensation at any time.
Section 4.5
Liaison Access.
(a)
The Liaison(s) shall have immediate, complete, and unrestricted access to all
parts of the Facility at any and all times.
(b)
The Liaison(s) shall have immediate, complete, and unrestricted access to all
documents in any way pertaining to the obligations of Hardeman County under this Contract,
including but not limited to Facility records, Inmate files, personnel files, and financial records
relating to the operation of the Facility. In the event that any such document is not located on the
facility site, upon request Hardeman County agrees to provide the Liaison with a copy of the
document within seventy-two (72) hours of the request.
(c)
The Liaison(s) shall have immediate, complete and unrestricted access to all
Inmates and access at a reasonable time and place to all employees of Hardeman County,
including, but not limited to, the warden.
(d)
The Liaison(s) shall have immediate, complete, and unrestricted access to all
meetings and hearings which in any way pertain to the obligations of Hardeman County under this
Contract. Hardeman County agrees to notify the Liaison 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 Liaison shall be notified simultaneously with the other
participants; provided, however, the Liaison may not have access to meetings covered by the
attorney-client privilege.
Section 4.6
Meetings with Liaison. Hardeman County agrees to hold regularly
scheduled meetings with the Liaison as requested by the Liaison to report on the operations of the
Facility and to respond to any questions raised by the Liaison. Said regular meetings shall be in
addition to interim meetings requested by the Liaison; provided, however, the frequency of such
meetings is subject to modification at the sole discretion of the State. Hardeman County agrees
that a representative of Hardeman County having supervisory responsibility and authority to
address the issues raised shall be in attendance at said meetings. An agenda shall be developed for
said meetings and meeting minutes shall be recorded and filed with the Contract Management Unit
of the Department of Correction.
Section 4.7
Requests for Information.
(a)
Hardeman County shall provide the Liaison(s) with written responses to any
information requested by the Liaison(s) or Commissioner concerning Hardeman County's
performance of this Contract within the period prescribed in the State's request.
(b)

Hardeman County shall certify that said information is accurate and if
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Hardeman County is unable to so certify then Hardeman County shall state the reason therefor.
(c)
Upon written request by the Liaison(s) or Commissioner, Hardeman County
shall compile information in the requested form and provide documentation substantiating said
information.
(d)
Documents related in any way to the Hardeman County's performance
under the Contract shall be retained for the periods of time required for similar documents created
or used by the Department, as described in Department policy and retention schedules.
Section 4.8
State Inspection. The Commissioner or his/her designee(s) shall have the
same access as described in Section 4.5, Liaison Access, which access shall include but not be
limited to persons designated by the Commissioner to inspect or audit the Facility and/or
Hardeman County's performance under this Contract. Hardeman County is also obligated to
provide appropriate access to authorized inspection and regulatory agencies. Hardeman County
shall exercise due diligence for the safety and welfare of the Liaison(s), any other State employee,
and any visitor at the Facility.
Section 4.9. Immediate Compliance.
(a)
If the Commissioner determines that Hardeman County is not operating in
compliance with a term or condition of this Contract which in the opinion of the Commissioner
adversely affects the security of the Facility or which may present a hazard to the safety or health
ofInmates or other individuals, Hardeman County shall be notified in writing (or verbally if it is
believed an emergency situation exists). The notice shall direct Hardeman County to immediately
correct the noncompliance.
(b)
Hardeman County shall immediately notify the Commissioner of the
proposed corrective action. Ifthe Commissioner does not object to the proposed corrective action,
Hardeman County shall immediately implement said corrective action.
(c)
If the Commissioner disagrees with the proposed corrective action or if
Hardeman County fails to notify the Commissioner immediately of its proposed corrective action,
the Department shall specify corrective action which Hardeman County shall immediately
implement.
(d)
Notwithstanding any provision contained herein to the contrary, in such a
circumstance, Hardeman County shall immediately implement the corrective action specified by
the Department before any appeal is taken.
(e)
In the event Hardeman County disagrees with the determination of
noncompliance or designated corrective action, a request for reconsideration may be taken to the
Commissioner. In no event shall the corrective action be delayed pending appeal.

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(D

Upon examination, if the Commissioner determines in his or her sole
discretion that noncompliance did not exist or that the corrective action required by the
Department was excessive, the Commissioner shall authorize payment to Hardeman County ofthe
actual expense incurred in taking said corrective action or excessive corrective action upon receipt
of appropriate documentation substantiating said expense from Hardeman County.
Section 4.10. Incident Reports. Hardeman County shall implement Departmental policy
regarding the reporting of incidents.
ARTICLE 5
OPERATION OF FACILITY

Section 5.1. Obligations of Hardeman County. Hardeman County will perform all acts
and services and comply with all duties and promises as described and in conformance with the
following, which are incorporated herein by reference and made a part of this Contract:
(a)
All applicable constitutional standards, federal, state and local laws and rules
and regulations, court decisions, and Court Orders, consent agreements, whether currently existing
or as may be enacted or rendered in the future;
(b)
All existing State and Departmental policies, or, in the discretion of the
State, policies approved by the Department which may not be identical to State or Department
policies.
(c)
Such other policies as the Department may make applicable to Hardeman
County in writing during the term of this Contract as same may be amended during the term of this
Contract. Any change in the scope of services as a result of this would be compensated by an
adjustment either upward or downward in accordance with Section 6.6, Compensation Adjustment
for Change of Service;
(d)

ACA Standards; and

(e)

the terms of this Contract.

The standards articulated in (a) through (e) hereinafter collectively shall be referred to as
"Standards. "
Section 5.2.
described herein.

Obligations of the State. The State agrees to perform its obligations as

Section 5.3. Conflicts.
(a)
In the event of a conflict among the Standards, Hardeman County is required
to follow the Standard as determined by the Liaison(s).
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(b)
In the event of disagreement between Hardeman County and the Liaison(s)
regarding which item provides the standard of service, the Commissioner or his designee shall
make the final, binding decision.
Section 5.4. Policy and Procedures Manual and Operations Plan. At least 20 days before
the Service Commencement Date, Hardeman County shall provide the State with a written Policy
and Procedures Manual which shall contain policies and procedures for all services to be rendered
by Hardeman County in accordance with the Standards. At least 20 days before the Service
Commencement Date, Hardeman County shall also submit an Operations Plan relating to all areas
covered by the contract, subject to the written approval of the State, including but not limited to a
staffing pattern, security and post assignments, post orders for all security positions by post and
shift, and designation of critical posts. Said manual and plan shall establish the policies and
procedures Hardeman County shall follow in all areas covered by this Contract. Said manual and
plan shall be subject to the written approval of the State and shall not be altered, amended,
modified, revised or supplemented without the prior written approval by the State. Hardeman
County shall implement the provisions of said manual and plan throughout the term of this
Contract.
Section 5.5
Assignment and Transfer of Inmates.
(a)
Hardeman County expressly recognizes that it is required to begin accepting
inmates under the terms of this contract beginning on the Service Commencement Date, and that
time is ofthe essence.
(b)
Beginning on the Service Commencement Date, Inmates will be assigned to
the Facility in accordance with Departmental policies. Hardeman County will be provided an
opportunity to review the records and comment to the State on the first 350 inmates proposed to be
assigned to the Facility prior to transfer. Hardeman County may not refuse to accept any inmates
proposed to be assigned to the Facility, but if Hardeman County believes that an Inmate has been
erroneously assigned to the Facility or is presenting a discipline problem sufficient to require
higher custody status which cannot be provided adequately or safely in the Facility, it may request
his transfer in writing, through the Liaison(s), citing the appropriate sections of Departmental
policy.
(c)
Hardeman County's requests for reassignment ofInmates from the Facility
to another institution for medical, psychiatric, disciplinary or administrative reasons or for Inmate
furloughs will be made in writing through the Liaison(s) and evaluated by the Department. Any
decision by the Department on such requests shall be final.
(d)
The State may transfer Inmates from the Facility with said decision
to transfer being within the State's sole discretion.

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Section 5.6
Safety and Emergency Procedures.
(a)
Hardeman County shall submit written (1) riot and disturbance control and
contingency plans, and (2) disaster preparedness plans to the State at least 20 days before the
Service Commencement Date. Hardeman County shall cooperate with the State in preparing
contingent Inmate relocation plans.
Hardeman County shall develop and submit to the State at least 20 days
before the Service Commencement Date, 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.
(b)

(c)
Hardeman County shall develop and submit to the State plans for the search
and apprehension of any escaped Inmate at least 20 days before the Service Commencement Date.
Said plans shall address Hardeman County searching for any escapee off the grounds of the
Facility and coordination with local and State authorities. Hardeman County shall implement said
plans regarding any search off the grounds of the Facility only if so requested by the
Commissioner.
(d)
During the term of this Contract, Hardeman County shall develop and
submit to the State in writing any other emergency and control plans as may be requested in
writing by the Department within thirty (30) days of receipt of said request.
(e)
All plans required under this Section must be submitted to the State and
approved by the State in writing. Hardeman County agrees to make any revisions, deletions or
additions requested by the Commissioner or his designee. Upon written approval by the State,
Hardeman County shall begin immediate implementation of the plans or in the case of contingency
plans, certify that Hardeman County 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 State.
(f)

All plans must be in conformance with the Standards.

Section 5.7. Medical and Mental Health Services.
(a)
Hardeman County shall provide, in compliance with the Standards, all
physical health services, mental health services and dental services as specified in this Section,
utilizing the TDOC Health Services medical records forms, as said forms may be revised or
supplemented during the term of this Contract.
(b)

The physical health, mental health, and dental services shall include but not
be limited to:
(1)

24 hour-a-day, 7 day-a-week on-call emergency medical health and
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mental health care;
(2)

24 hour-a-day, 7 day-a-week on-site nursing care;

(3)

initial health screening;

(4)

health appraisal examination;

(5)

daily triaging of complaints;

(6)

daily sick call per normal workday schedule;

(7)

Infirmary operation with at least supervision by an RN 24 hours per
day, 7 days per week;

(8)

maintenance of health records;

(9)

special medical programs and services for, but not limited to,
Inmates with chronic needs or requiring convalescent care;

(10)

mental health, mental illness and substance abuse services to include
a sex offender aftercare program and a substance abuse program
that emphasizes relapse prevention and provides for after-care and
self-help treatment services;

(11)

health care specialists;

(12)

ancillary services - radiology, laboratory, etc.;

(13)

dental services - routine to include dentures;

(14)

pharmaceutical services and supplies;

(15)

optometry services to include eyeglasses;

(16)

hearing aids;

(17)

prosthesis, if it is the opinion of the Facility's Medical Director
that an Inmate's health or well being would suffer or be damaged if
a prosthesis is denied the Inmate;

(18)

health education; and

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(19)

inpatient and outpatient hospitalization services.

(c)
Except as set out herein, Hardeman County shall be responsible for the cost
of providing all physical health, mental health, and dental services, including but not limited to
inpatient and outpatient treatment, any surgery and specialty services, medications, specialty
clinics, medically related transportation", medically related security services, and the costs
associated with the provision of services described above.
(d)
Hardeman County shall be responsible for providing security services for
inpatient care during a confinement period for which Hardeman County is financially responsible.
Hardeman County shall provide security at an off-site medical facility after the Department
assumes responsibility, if requested to do so by the Department, and shall be reimbursed by the
Department at the following rates:
Year 1

$15.84 per officer/ per hour

Year 2

$15.84 per offlcer/ per hour

Year 3

$15.84 per officer/ per hour

On each July 1 during any renewal period, such reimbursement rate shall be increased by an
inflator of 2.8 %; provided, however, the reimbursement rate shall remain the same and shall not
be increased if the Consumer Price Index (all cities/all services) for the immediately preceding
Fiscal Year was 0 % or less.
(e)

Exclusions and Limitations.
(1.)
If an Inmate is hospitalized at a non-departmental facility, Hardeman
County shall not be responsible for inpatient hospital costs which exceed $4,000 per Inmate per
admission. Hardeman County shall provide advance notice to the Department's Primary Health
Care Contractor when an Inmate is to be admitted to a hospital and shall coordinate care through
the Primary Health Care Contractor's utilization management process. In emergency
circumstances where advance notice is not possible, Hardeman County shall provide notice
immediately, and in no event more than 8 hours after admission. The Department in consultation·
with its Primary Health Care Contractor will decide on the location of care and confmement
following this initial period and may, in consultation with Hardeman County's representative,
decide to utilize a facility selected by the Primary Health Care Contractor during the initial period
of inpatient care. Hardeman County shall not have access to the Department's facilities without
the Department's approval. If an Inmate is housed and treated at a Departmental facility, the
Department will assume financial responsibility for expenses incurred within its facilities.
Provided, however, notwithstanding any provision contained herein to the contrary, any inmate
medical expenses resulting from the negligence or willful wrongdoing of Hardeman County, its
officers, agents or employees, shall be fully paid for by Hardeman County.

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(2.)
Hardeman County shall not be responsible for any inpatient hospital
costs, including any surgery or specialty services, associated with the treatment of persons with
Acquired Immune Deficiency Syndrome (AIDS), as defined by the Centers for Disease Control.
Hardeman County shall be responsible for hospitalization costs associated with other HlV infected
patients.
(3.)
Hardeman County shall not be responsible for the cost of providing
AZT or other medications therapeutically indicated for the treatment ofInmates with AIDS or HlV
infection. Such treatment will be at the Department's discretion and expense.
Section 5.8 Food Service.
(a)
Hardeman County will provide food service for the Inmates and volunteers
in accordance with the Standards including but not limited to the provision of special diets for
medical or religious requirements.
(b)
Hardeman County shall not be required to follow the Department's master
menu, but the food service area must comply with State health regulations. At a minimum the
amount of daily calories must conform with the recommended dietary allowances published by the
National Academy of Sciences. Menus shall be approved by a registered dietician. Menus and
Dietary allowances shall be filed with the TDOC Director of Food Services.
Section 5.9. Transportation. Hardeman County will be responsible for the following
inmate transportation: (a) all within the Local Area; and (b) outside the Local Area, as necessary
when the Department's central transportation is unavailable or time constraints restrict interinstitutional transfer; provided, however, in the event said transportation outside the Local Area
occurs more than ten (10) times in any twelve (12) months period, Hardeman County shall provide
said transportation if requested by the Liaison(s) and will be reimbursed for labor in accordance
with the following:
Year 1

$15.84 per officer/ per hour

Year 2

$15.84 per officer/ per hour

Year 3

$15.84 per officer/ per hour

Plus expenses and mileage determined in accordance with the rules set forth in the State
Comprehensive Travel Regulations.
On each July 1 during any renewal period, such reimbursement rate shall be increased by an
inflator of 2.8 %; provided, however, the reimbursement rate shall remain the same and shall not
be increased if the Consumer Price Index (all cities/all services) for the immediately preceding
Fiscal Year was 0% or less.
Section 5.10. Inmate Commissary.
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(a)
Hardeman County will provide a commissary for Inmates which shall supply
those items approved by the Department in writing.
(b)
Hardeman County may not offer for sale to Tennessee Inmates Commissary
items which are prohibited by Departmental policy.
(c)
Commissary items shall be sold at a reasonable price subject to the prior
written approval of the Commissioner or his/her designee. Price mark-ups shall be no more than
allowed in the TDOC institutions. All profits derived from the Commissary operation shall be
retained by Hardeman County. Hardeman County shall utilize the statewide Inmate Trust Fund
System for all Commissary transactions.
Section 5.11. Mail. Hardeman County will provide pick up and delivery of Inmate mail in
compliance with the Standards. Hardeman County will furnish first class postage to Indigent
Inmates for the mailing of legal documents to courts or legal counsel and otherwise as required by
the Standards.
Section 5.12. Religion. Hardeman County will designate adequate space within the
Facility for religious services and provide religious programs and/or religious services in
compliance with the Standards.
Section 5.13. Inmate Grievance Procedure. Hardeman County will utilize Departmental
policies regarding Inmate grievance procedure and the Department's system for maintaining
grievance related records, as said policies and/or system may be revised during the term of this
Contract.
Section 5.14. Security.
(a)
Hardeman County shall provide Inmate security in accordance with the
Standards at all times in the Facility, and while Hardeman County is transporting Inmates and all
other times unless relieved of said obligation by the Commissioner in writing.
(b)
At a minimum, Hardeman County shall provide security, perimeter control,
Facility control, control center function, post orders, security patrols, security inspections,
counting procedures, key control, procedures for search and control of contraband, tool control,
escape plan detection, appropriate use of security equipment, use of restraints, use of firearms and
chemical agents, tactical unit procedures, inspections, housing unit assignment plans, and internal
and external movement control procedures and periodic shakedowns.
Section 5.15. Visitation. Hardeman County shall designate physical space and provide
appropriate security and supervision for indoor and outdoor visitation in accordance with
applicable Standards, no less frequently than at comparable Department facilities.
Section 5.16. Access to Courts.

Hardeman County shall provide Inmates with
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constitutionally required access to the courts by use of a law library, persons trained in the law or
any combination thereof.
Section 5.17. Inmate Discipline.
(a)
Hardeman County shall implement and strictly adhere to Department Inmate
disciplinary rules and procedures as they may be amended by the Department.
(b)
Hardeman County agrees that no Inmate will be disciplined except as in
accordance with this Section.
(d)
Hardeman County shall use the present or any future system established by
the Department for recording disciplinary information.
Section 5.18. Use of Force. Notwithstanding any provision contained herein to the
contrary, no use of force shall be allowed by Hardeman County except as in accordance with the
Standards.
Section 5.19. Sentence Reduction Credits. Hardeman County shall submit sentence credit
reports to the Liaison(s) monthly with the decision on awarding or forfeiture of sentence credits
remaining solely with the Department.
Section 5.20. Sentence Computation. Hardeman County shall provide the State with
essential data and information relating to sentence computation. All sentence computations,
including calculation of Inmate release and parole dates, shall be done by the Department and
copies furnished to Hardeman County and Inmates. All other record keeping functions (e.g.
posting of disciplinary reports, filing, updating Inmate assignments, custody levels, etc.) are the
responsibility of Hardeman County.
Section 5.21. Records and Reports.
(a)
Hardeman County shall provide for comprehensive operations and Inmate
record and reporting systems for the Facility in compliance with the Standards and Department
policy including the automated Inmate records and reporting system operated by the Department
which shall include but not be limited to the following:
(1)

Inmate institutional records on each Inmate including, but not
limited to, personal inventory receipts, disciplinary action reports,
incident reports, release information, classification and counseling
records, dental, psychiatric and medical records.

(2)

documentation regarding complaints against Hardeman County's
staff, the number and nature of violent or other disruptive incidents
among Inmates or against staff, the number and nature of
disciplinary actions against staff, the rate at which Inmates complete
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programs successfully, the number of Inmates productively active
and the level of production;

(b)

(3)

identification of all Inmates at the Facility and their actual assigned
physical location within the Facility;

(4)

identification of Facility staff and other authorized persons who
have direct access to Inmate records; and

(5)

provision of all reports requested by the State in wntmg for
monitoring or evaluation of the Contract or any court-ordered
compliance.

The system shall adhere to the Standards governing confidentiality.

(c)
Hardeman County shall maintain a permanent log in addition to shift reports
that record routine and emergency situations. Each shift shall maintain records of pertinent
information regarding individual Inmates and groups ofInmates. These records shall be compiled
daily and reviewed by appropriate supervisory staff.
(d)
All computer equipment and communication lines including upgrades
necessary to interface with the Department's Tennessee Offender Management Information
System (TOMIS) will be provided by the Department at no cost to Hardeman County.
(e)
Hardeman County will be required to incorporate into its operation all new
systems developed to report and track Inmate record information designated by the Commissioner.
(f)
Upon request, all records, reports and documents will be made available
immediately to the Contract Liaison for review. At the conclusion of the Contract, all records
shall be turned over to the Department.

(g)
Hardeman County shall prepare and submit to the Contract Liaison such
reports as are required by the State. Unless otherwise notified in writing by the Contract Liaison,
these reports include the following, which must be submitted on a monthly basis:
(1)

Unusual Occurrence Reports

(2)

Incident Reports

(3)

Disciplinary Reports

(4)

Medical Summaries

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(5)

Program Activity Summaries

(6)

Inmate Grievances

(h)
Hardeman County shall promptly notify the Contract Liaison whenever an
Inmate leaves the Facility on court order.
Section 5.22. Escapes and/or Number of Escapees. Hardeman County shall exercise its
best efforts to prevent escapes from the Facility. If the frequency of escapes (an escape is defined
as one prisoner vacating the premises, so that five prisoners escaping in a group will be considered
five escapes) or nearly successful attempted escapes and/or number of escapes shall be in excess of
the frequency from comparable State facilities without good cause or shall exhibit a disregard for
the safety of the general public, the State may terminate this Contract for cause. Said
determinations shall be within the sole judgment of the Commissioner.
Section 5.23. Policy Audit. Hardeman County shall audit, using personnel approved by
the State independent from Hardeman County and its subcontractors identified in this contract, at
least yearly, implementation of applicable Department and State policies and procedures. Audit
forms showing full, partial and noncompliance with every key area of these policies and
procedures shall be developed and copies made available to the Liaison(s) no later than six (6)
months after the Effective Date of this Contract. Copies of completed audit forms shall be
forwarded to the Liaison(s) for review upon completion of each audit, together with a report
outlining the steps to be taken to correct any deficiencies. In the event the audit(s) reveals a
Breach (as defined in Section 10.1) by Hardeman County, the State shall have available the
remedies set out in Article 10.
Section 5.24. Inmate Work.
(a)
Any minimum restricted or higher custody Inmate working outside the
secured perimeter must be under armed supervision.
(b)
Hardeman County will be allowed to use Inmate labor for Facility operations
and maintenance to the same extent Inmate labor is utilized in other State facilities pursuant to
State policy and not for the benefit of Hardeman County or its subcontractors. Hardeman County
shall submit Inmate job descriptions for State's written approval before assigning jobs to Inmates.
Job assignments and re-assignments shall be made by Hardeman County only after the job
description has been approved in writing by the State. No Inmate shall ever be placed in a position
of authority or control over another.
(c)
Inmates shall not perform services or produce goods for use outside the
Facility except lipon written consent of the Commissioner.
(d)
Hardeman County shall be responsible for establishing and administering a
compensation program at its expense, which will include Inmate pay based on the Standards. The
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Department shall provide Inmates with sentence reduction credit.
Section 5.25. Industries. An industries program may be established at the Facility during
the term of the Contract upon the mutual written agreement of the parties. In the event an industry
program is established pursuant to this section, unless otherwise agreed Hardeman County shall be
responsible for all associated costs, including but not limited to security.
Section 5.26. Vocational and Academic Training. Hardeman County shall furnish
vocational and academic training as set forth in the Standards.
Section 5.27. Classification and Case Management.
(a)
Hardeman County shall comply with Departmental policies regarding
classification and reclassification services.
(b)
Hardeman County shall be required to maintain classification information
which conforms to the Department's system.
Section 5.28. Inmate Trust Fund. Hardeman County shall maintain an Inmate trust fund
according to departmental policies and the Standards.
Section 5.29. Sanitation and Hygiene. Hardeman County shall provide for sanitation and
hygiene in accordance with the Standards.
Section 5.30. Computer Software. The State shall retain proprietary rights to all State
provided software utilized in connection with this Contract.
Section 5.31. Inmate Drug Testing. Hardeman County will conduct drug tests in
accordance with Departmental Policy 506.21 and will be responsible for all costs associated with
the testing. Selection of Inmates to be tested at random will be the responsibility of the
Department.
Section 5.32. Assumption of Control.
(a)
Hardeman County shall review and comment on the Department's plan for
assumption of control within fifteen (15) days following its receipt by Hardeman County. The
plan will provide for the orderly transfer of inmates from Hardeman County to the Department
under conditions of termination. Hardeman County agrees to implement said plan upon written
notice from the Commissioner.
(b)
Said plan will also provide for emergency assumption of control by the
Department of whole or part of the Facility under conditions of natural disaster, in the event of riot
or insurrection or other emergency circumstances wherein the Commissioner deems it necessary
for the State to assume temporary control of the Facility. The Commissioner shall determine
whether and to what extent an emergency circumstance exists in his sole discretion.
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The plan shall address Hardeman County's resumption of control after the circumstances causing
the emergency assumption has ended. The plan will provide for the transfer of all records to the
Department.
Section 5.33. ACA Accreditation. Hardeman County shall maintain, at its expense, ACA
accreditation of the Facility unless prevented from doing so by Departmental policies or action or
inaction by the State.
Section 5.34. Inmate and Staff Identification. Hardeman County shall comply with the
procedures in the Standards for Inmate and staff identification including but not limited to,
uniforms, fingerprinting and photographing.
Section 5.35. Inmate Personal Property Space.
Departmental policy on Inmate personal property.

Hardeman County shall follow

Section 5.36. Library. A general Inmate library will be provided and maintained by
Hardeman County in accordance with the Standards.
Section 5.37. Volunteer Services. Hardeman County shall implement a plan to provide for
volunteer service programs in accordance with the Standards. At a minimum, Hardeman County
shall provide for supervision and monitoring of the program and security background checks for
volunteer applicants.
Section 5.38. Release Payments for Inmates. Hardeman County shall follow Departmental
policy regarding transportation for discharged Inmates and discharge payments to said Inmates.
Hardeman County will be responsible for such payments.
Section 5.39. Space for Board of Probation and Parole/Institutional Parole Officer.
Hardeman County shall provide a hearing room for the Board of Probation and Parole two (2)
days per month or as otherwise requested by the Board. The hearing room shall be large enough
to comfortably accommodate three (3) Board members and fifteen (15) visitors. Hardeman County
shall provide local telephone service and furniture for the hearing room. Hardeman County shall
also provide furnished office space five (5) days each month, or as otherwise requested by the
Board, for the institutional parole officer.
Section 5.40. Post Conviction Actions. The State will defend any post conviction action,
including appeals and writs of habeas corpus, by any Inmate challenging the underlying judgment
of conviction or the administration of the sentence imposed.
Section 5.41. Legal Actions Against Contractor, Agents and Employees. The State is not
obligated to provide legal representation for any non-state-employee or official in any litigation
arising from or based on this Contract, including but not limited to post conviction actions, or any
actions brought under the United States Constitution or the Federal Civil Rights Act.
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Section 5.42. Incorporation by Reference.
(a)
All plans, manuals and procedures required by this Contract to be submitted
by Hardeman County to the State are made a part of this Contract upon approval by the State and
all such plans, manuals and procedures are incorporated herein by this reference.
(b)
The absence of this paragraph in any other Contracts between Contractor
and State shall not be construed as an indication that plans, manuals and procedures related to
those contracts are not incorporated and included in those contracts.
ARTICLE 6
COMPENSATION AND ADruSTMENTS
Section 6.1. Operating Per Diem Payments.
(a)
The State shall make Operating Per Diem Rate payments to Hardeman
County based on the number of Inmates actually at the Facility for the service period the Service
Commencement Date through September 30, 2005, provided however, that after May 31, 2003,
the State agrees to pay at least the Operating Per Diem Rate for 90% of State Bed Days, regardless
of the number of Inmates actually at the Facility.
Operating Per Diem Rate
Per Diem Rate

Inmate Bed Population
1 - 1536

$ 36.54

The operating per diem rate shall be recalculated at the beginning of each Fiscal Year
during the term of the contract and any renewal periods. On each July 1, the operating per diem
shall be increased by an inflator rate of 2.8 %; provided, however, the operating per diem rate
shall remain the same and not be increased if the percent change in the Consumer Price Index
(CPI) (all cities/ all services) in the immediately preceding Fiscal Year was 0% or less; however,
regardless of the CPI such inflator rate adjustment of 2.8 % shall be granted for any fiscal year
within the term of the contract and any renewal periods should the state employee workforce
receive a general cost of living increase.
(b)

(1)

Hardeman County shall make available to the State beginning on the
Service Commencement Date, the following bed schedule:

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Beds Availability Time-Line
Beds
Available
350
218
218
150
200
200
200

Date
Oct. 16 - Nov. 30, 2002
Dec. 1 - Dec. 31, 2002
Jan. 1 - Jan. 31, 2003
Feb. 1 - Feb. 28, 2003
Mar. 1 - Mar. 31, 2003
Apr. 1 - Apr. 30, 2003
May 1 - May 31,2003

Total
Population
350
568
786
936
1,136
1,336
1,536

(2)

The State may change the number of State Bed Days that Hardeman
County makes available to it before or after Service Commencement
Date from time to time by giving Hardeman County 180 days
advance written notice of the change. The State may lower or raise
the State Bed Days in its sole discretion, for any reason or no reason
including, but not limited to, the State's dissatisfaction with any
management subcontract. Notwithstanding any provisions herein to
the contrary, Hardeman County shall make available to the State all
or part of the Facility's capacity upon notice described herein and
shall enter into no agreement to the contrary.

(3)

Any beds not required to be made available to the State by this
Contract may be filled with Inmates from other jurisdictions. Such
Inmates shall be kept completely separate in all assignments
including, but not limited to, housing and programming
assignments. Hardeman County shall notify the Commissioner and
the Select Oversight Committee on Corrections of the source and
nature of inmates from other jurisdictions proposed to be housed at
the facility. Said notice shall be provided at least 30 days prior to
receipt of such inmates at the institution. Within ten (10) days of
receipt of such notice, the Commissioner shall notify Hardeman
County of any objection to the proposal. If Hardeman County
decides to proceed with the housing of such inmates at the Facility
over such objection it shall so notify the Commissioner prior to
receipt of the inmates. The State shall have thirty (30) days from
receipt of such notice to change, at its discretion, the number of
State Bed Days that Hardeman County makes available to it. The
State shall provide at least ten (10) days notice of the change in State
Bed Days. The notice requirement is an exception to the 180-day
notice required by Section 6.1 (b)(2).

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(c)
No Operating Per Diem will be paid for Inmates housed and treated at a
State departmental Facili_ty. Subject to the subsection (a) above, the Operating Per Diem Rate
payment will be made only for Inmates actually incarcerated at the Facility, except the Operating
Per Diem Rate payment shall be made for any Inmate hospitalized at a non-State departmental
Facility during the period when the contractor is responsible for said hospitalization expense. No
Operating Per Diem shall be paid for any Inmate out on court order except as provided in Section
6.1(a).
(d)
Inmate Days and billings will be determined by the Midnight count of
each day, which count shall be periodically reviewed and signed by the Liaison(s).
Section 6.2. Bed Allocation Per Diem Payments. In addition to the Operating Per Diem
Rate payments, the State shall make monthly Bed Allocation Per Diem payments. From the
Service Commencement Date until May 31, 2003, the Bed Allocation Per Diem Rate shall be
$5.96 per Inmate Day. Thereafter, the Bed Allocation Per Diem Rate shall be $5.96 per Bed Day.
The Bed Allocation Per Diem Rate shall not be increased during the contract term or any renewal
terms.
Section 6.3. Availability of Facility. Should Hardeman County fail to have the Facility
prepared to accept Inmates on the Service Commencement Date, the State, in its sole discretion,
may terminate the Contract. Said termination shall not be deemed a breach by the State.
Section 6.4. Billings.
(a)
Payment on monthly invoices shall be in arrears and shall be due within thirty
(30) days from receipt of the invoice and shall be made through the State's automated
clearinghouse wire transfer system. Hardeman County shall complete and sign an " Authorization
Agreement for Automated Deposits (ACH Credits) Form". All payments to Hardeman County
under this or any other contract, shall be made through the State's automated clearinghouse wire
transfer system. Hardeman County shall not commence work or invoice the State for services
until it has completed this form and submitted it to the State. The debit entries to correct errors
authorized by the "Authorization Agreement for Automatic Deposits Form" shall be limited to
those errors detected prior to the effective date of the credit entry. The remittance advice shall
note that a correcting entry was made. All corrections shall be made within two (2) banking days
of the effective date of the original transaction. All other errors detected at a later time shall take
the form of a refund or, in some instances, a credit memo if additional payments are to be made.
(b)
The payment of an invoice by the State shall not prejudice the State's right
to object to or question any invoice or matter in relation thereto. Such payment by the State shall
neither be construed as acceptance of any part of the services provided nor as an approval of any
of the costs invoiced therein. The County's invoice shall be subject to reduction for amounts
included in any invoice or payment made which are determined by the State, on the basis of audits
conducted in accordance with this Contract, not to have been made in conformance with this
Contract. Any payment shall be reduced for overpayments, or increased for under payments, on
subsequent invoices.

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(c)
With the State's written approval, Hardeman County may designate in
writing an entity to receive payment on its behalf.
Section 6.5. Billing Disputes. If the amount to be paid to Hardeman County is disputed
by the State, then the State, on or before the date the invoice is payable, shall advise Hardeman
County of the basis for the dispute and, in the manner provided above, pay the amount of such
invoice which is not in dispute.
Section 6.6. Compensation Adjustment for Change of Services.
(a)
The parties recognize that each has entered into this Contract based upon the
Standards in effect as of Effective Date of Contract. Hardeman County agrees to be bound by any
applicable Standard change and said change shall not affect the validity of this Contract. If a
change occurs in the applicable Standard, either party may notify the other in writing if it is
believed said change shall affect the services delivered by Hardeman County. The Commissioner
shall make the final, binding decision regarding whether a change has occurred in an applicable
Standard and whether said change affects the services rendered by Hardeman County. Any
adjustment in the Operating Per Diem Rate due Hardeman County shall be determined in
accordance with subsection (b). In no event shall the Bed Allocation Per Diem Rate be revised.
(b)
Within thirty (30) days of the notice required in subsection (a) above,
Hardeman County shall provide the State with the proposed adjustment in the Operating Per Diem
Rate and appropriate documentation in support thereof. The Commissioner shall decide whether
and to what extent an adjustment in the Operating Per Diem Rate is appropriate. In the event the
proposed adjustment decreases the Operating Per Diem Rate, then the Commissioner may agree in
writing to reduce said Operating Per Diem Rate; provided, however, in the event the proposed
adjustment increases the Operating Per Diem Rate, then the Operating Per Diem Rate may be
increased only by amendment to this Contract as described in Section 13.14.
Section 6.7. Failure to Agree on Billing Dispute or for Additional or Reduced Services.
(a)
In the event Hardeman County disagrees with the State's failure to pay a
disputed amount under Section 6.5, disagrees with the determination of the Commissioner
regarding whether and to what extent an adjustment in the Operating Per Diem for change in
services is appropriate under Section 6.6, disagrees with the Commissioner's determination under
Section 4.9(f), or disagrees with any other aspect or amount of payment made by the State then
Hardeman County shall submit a claim and the grounds for said disagreement in writing to the
Commissioner within thirty (30) days of the date the State either makes partial payment of the
disputed bill or refuses the disputed bill in its entirety. Failure of Hardeman County to submit said
claim and grounds to the Commissioner in writing within the time period described herein shall be
an absolute waiver of said claim. The State shall be afforded a sixty (60) day period in which to
effect a cure or take reasonable steps to effect a cure.
(b)
In the event Hardeman County timely provides the notice described in
subsection (a), then Hardeman County may file a claim against the State before the appropriate

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forum in Tennessee with jurisdiction to hear said claim. Failure by Hardeman County to file a
claim before the appropr!ate forum in Tennessee with jurisdiction to hear said claim within one
year of the notice described in subsection (a) shall operate as a waiver of said claim in its entirety.
It is agreed by the parties that this provision establishes a contractual period of limitations for any
claim brought by Hardeman County. Neither this Section nor any other provision of this Contact
creates or expands jurisdiction of any court or commission over the State.
Section 6.8. Failure to Pay Health Care Providers. Hardeman County shall be
responsible for making payments to the hospital utilized by the State's Primary Health Care
Contractor and to physicians providing services at such hospital within ninety (90) days of the
invoice date for services to any Inmate assigned to the Facility for which Hardeman County is
financially responsible under the provisions of section 5.7, provided such charges are not being
disputed by Hardeman County. When any such undisputed debt is more than ninety (90) days old,
the State reserves the right to pay the provider and deduct the amount from payments due from the
State to Hardeman County hereunder.
ARTICLE 7
SUBCONTRACTING
Section 7.1. Subcontractors.
(a)
It is acknowledged and agreed by the State and Hardeman County that the
duties and the obligations of Hardeman County hereunder may be performed in whole and/or in
part from time to time by subcontractors. Any performance by a subcontractor shall constitute and
be deemed performance by Hardeman County hereunder, provided, however, performance by a
subcontractor shall not release Hardeman County of its obligation hereunder. Hardeman County is
utilizing HCCFC-Two for the operation of the prison. HCCFC-Two has contracted with
Corrections Corporation of America to manage the Facility and a copy of said contract shall be
delivered to the State for approval prior to execution of this contract. Hardeman County shall not
modify said contracts without the prior written approval of the State; said approval shall not be
unreasonably withheld. Said contracts shall include a provision requiring the subcontractor to
provide the Commissioner with a copy of its previous fiscal year's audited annual fmancial
statements on or before April 1 ofeach year during the term of this contract. Hardeman County
shall not enter into any other subcontract or modification, for operation and management of the
prison without obtaining the prior written approval of the State. Hardeman County agrees to place
in its subcontracts, a provision allowing the State of Tennessee access to the Facility, Inmates,
personnel and records regarding the performance of any contractor or subcontractor for monitoring
purposes. Any such provision shall include, but not be limited to, the same access as provided in
Article 4 above.
(b)
Hardeman County shall provide that all subcontractors warrant that no part
of the total subcontract amount shall be paid directly or indirectly to an employee or official of the
State of Tennessee as wages, compensation, or gifts in exchange for acting as officer, agent,
employee, subcontractor, or consultant in connection with any work contemplated or performed
subject to the subcontract.

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(c)
HaTdeman County shall provide that all subcontractors agree that no person
on the grounds of handicap, disability age, race, color, religion, sex, national origin, or any other
classification protected by Federal and/or Tennessee State constitutional and/or statutory law shall
be excluded from participation in, or be denied benefits of, or be otherwise subjected to
discrimination in the performance under the subcontract or in the employment practices of the
subcontractor. The subcontractor shall, upon request, show proof of such non-discrimination, and
shall post in conspicuous places, available to all employees and applicants, notice of nondiscrimination.
(d)
Hardeman County shall provide that all subcontracts for the performance in
whole and/or part of the duties and obligations of Hardeman County shall contain provisions for
the maintenance or documentation and auditing similar to section 13.1 herein.
(e)
Hardeman County sh~ll provide that its contracts with HCCFC-Two and
Corrections Corporation of America referenced in subsection (a) and their successors and assigns,
and any future contract for the management of the facility, include the following provision:
Hold Harmless. The parties acknowledge and agree that the State of Tennessee is a thirdparty beneficiary under this Contract because the Contractor will be performing services
that will benefit the State of Tennessee and on which the State of Tennessee is relying
pursuant to its separate contract with Hardeman County. The Contractor agrees to
indemnify and hold harmless the State of Tennessee as well as its officers, agents, and
employees from and against any and all claims, liabilities, losses, and causes of action,
including reasonable attorneys fees, which may arise, accrue, or result to any person, firm,
corporation, or other entity which may be injured or damaged as a result of acts,
omissions, bad faith, negligence, or willful misconduct on the part of the Contractor, its
employees, or any person acting for or on its or their behalf relating to this Contract. The
Contractor further agrees it shall be liable for the reasonable cost of attorneys for the State
in the event such service is necessitated to enforce the terms of this Contract or otherwise
enforce the obligations of the Contractor to the State.
In the event of any such suit or claim, the Contractor shall give Hardeman County and the
State immediate notice thereof and shall provide all assistance required by the State in the
State's defense. The State shall give the Contractor written notice of any such claim or
suit, and the Contractor shall have full right and obligation to conduct the Contractor's
own defense thereof. Nothing contained herein shall be deemed to accord to the
Contractor, through its attorney(s), the right to represent the State of Tennessee in any
legal matter, such rights being governed by Tennessee Code Annotated, Section 8-6-106.
ARTICLES
INSURANCE AND DEFENSE OF CLAIM
Section 8.1.

Types of Insurance.

Hardeman County and/or one of its management

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subcontractors shall maintain and pay for insurance substantially as described in Exhibit B. The
State shall be listed as an additional insured.
Section 8.2. Defense/Immunity. Notwithstanding any provision contained herein to the
contrary, the State does not waive any immunity defenses which may exist by operation of law,
including, but not limited to, limitations on the amount of damages which may be awarded or paid.
ARTICLE 9
STAFFING/EMPLOYEES
Section 9.1. Personnel. Notwithstanding any provision contained herein to the contrary ,
Hardeman County shall provide adequate staff to fulfill its obligations under this Contract.
Section 9.2. Staffing Pattern/Security Post Assignment.
(a)
Hardeman County shall implement a staffmg pattern approved by the State in
writing prior to service commencement date.
(b)
The approved staffing pattern shall be maintained with the positions filled.
Unless otherwise approved in writing by the Commissioner with regard to a particular position,
security staff vacancies shall be filled within thirty (30) days and all other vacancies shall be filled
in forty-five (45) days; provided, however, that during the period of any vacancy, the services
associated with said position shall be provided by Hardeman County unless the Commissioner has
agreed in writing to the contrary with a reduction in the per diem rate as defined in Section 6.6. A
position shall not be considered vacant if the staff person is absent from the Facility under the
FMLA, work comp, USERRA or due to jury duty; provided, however, that during the period of
any such absence, the services associated with said position shall be provided by Hardeman
County unless the Commissioner has agreed in writing to the contrary with a reduction in the per
diem rate as defined in Section 6.6. A pattern of transfers of staff between the Whiteville Facility
and the Hardeman County Facility and/or shifting of staff between positions at the Facility for the
purpose of satisfying the time period for filling vacancies shall not occur.
(c)
Hardeman County shall implement a security post assignment schedule
approved in writing by the State. Said schedule shall detail by day and shift the security positions
and hours of work. Said security post assignment schedule shall include designation of critical
posts. Hardeman County shall also implement a plan regarding the process for managing the
security post assignment schedule including but not limited to how the posts may be created and/or
eliminated.
(d)
Hardeman County shall develop and submit to the Liaison on or before the
fifteenth (l5 th ) of each month its written monthly post assignment schedule for the following
month.
(e)
Any revisions to the staffmg pattern and/or security post assignment require
the prior written approval of the State. Hardeman County shall submit monthly staffmg reports on

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or before the fifteenth (I5 th ) of each month describing for the proceeding month whether and to
what extent Hardeman County has complied with the staffing pattern, security post assignment,
and monthly post assignment. Staffing patterns are determined by security and program
requirements and associated workloads. If changed circumstances modify those requirements or
workloads Hardeman County and/or the State will review those changed circumstances and the
State in its sole discretion will determine whether any changes in staffing requirements are
necessary. If the change in staffing requirements is made necessary by a change in an applicable
Standard, the provisions of Section 6.6 apply.
Section 9.3. Job Descriptions.
(a)
Hardeman County shall provide as part of the operations plan required by
Section 5.4, written job descriptions for each position in the staffing pattern including but not
limited to job title, responsibility and required minimum experience and education.
(b)
Any revisions or modifications of the job descriptions require the prior
written approval of the State.
Section 9.4. Personnel Records. On or before the fifteenth (I5 th ) day of each month,
Hardeman County shall submit a report to the Liaison(s) providing the following information:
(a)

the name of employees hired, indicating position;

(b)
the name of each employee whose employment has been terminated for
whatever reason whether voluntarily or involuntary (including reason for termination), and
position.
Section 9.5. Background Checks.
(a)
Prior to completion of pre-service training, applicants shall be subjected to a
thorough background investigation, including criminal, employment, and medical histories. The
background investigation for applicants for correctional officer positions shall also include
psychological history, and such applicants shall be required to be certified by a qualified mental
health professional as being free from any disorder as described, in the current edition of the
Diagnostic and Statistical Manual of Mental Disorders of the American Psychiatric Association the
would, in the professional judgement of the examiner, impair the subject's ability to perform any
essential function of the job or would cause the applicant to pose a direct threat to safety. Criminal
and employment histories must go back a minimum of five (5) years. Said background
investigations shall be available to the State upon request.
(b)
The Warden shall immediately cause a" Criminal History Request" from the
National Crime Information Center (NCIC) to be completed on each individual hired to work at
the Facility. The request shall be forwarded to the State and processed in accordance with
procedures established by the Commissioner. In no instance mayan employee be assigned to a
post until the NCIC check has been completed; however, the employee may participate in
preservice training while the check is in process. The State shall notify the Warden whether or not

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the employee is cleared for further consideration of employment. The criminal history obtained
from NCIC or FBI may be used solely for the purpose requested.
(c)
A Security Addendum required by Title 28, Code of Federal Regulations
Part 20, is appended hereto as Exhibit C and incorporated by reference herein. The security
addendum shall be included in any subcontract for management of the facility.
Section 9.6. State Assistance in Training.
(a)
During the term of this Contract, Hardeman County shall send a
representative to participate in periodic meetings regarding departmental activities and shall send a
representative to sessions in which relevant policy modifications are being discussed or presented.
(b)
Hardeman County shall receive written notice of the time, place and agenda
of the meetings or sessions described in subsection (a) at the same time State employees are
provided notice.
(c)
Said meetings or sessions shall be held within the State, and Hardeman
County shall bear any and all expense associated with its representative being present.
(d) - The Department shall supply Hardeman County with technical assistance,
consultation and informational support consistent with that provided other comparable institutions
in accordance with the Standards; provided, however, said support shall consist solely of advice
and consultation.
Section 9.7. Training. Hardeman County shall provide orientation and training programs
for all employees in accordance with the Standards. All costs incurred for said orientation and
training programs shall be borne by Hardeman County. The Liaison(s) shall be permitted to
review training curricula and other training-related records and to audit training classes at any
time.
Section 9.8. Drug Free Work Force. Hardeman County shall at all times maintain a drug
free work force and shall implement a plan for maintenance of a drug free work force and the
employee assistance program.
ARTICLE 10
CONTRACT COMPLIANCE

Section 10.1. Breach.
(a)
A party shall be deemed to have breached this Contract if any of the
following occurs:
(1)

failure to perform in accordance with any term or provision of this
Contract in whole or part;

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(2)

any act prohibited or restricted by this Contract.

For purposes of this Article, subsections 1 and 2 shall hereinafter be referred to as
"Breach. "
(b)
In the event of a Breach by Hardeman County, the State shall have available
the following remedies as described further herein:
(1)

actual damages and any other remedy available at law or equity; or

(2)

Liquidated damages against the management subcontractor(s); and/or

(3)

Termination of this Contract.

(c)
In the event of Breach by Hardeman County, the Commissioner and/or his
written designee shall notify Hardeman County in writing and provide a reasonable period to cure.
Said cure period shall be forty-five (45) days or such other time period as may be specified by the
Commissioner and/or his or her written designee. In the event Hardeman County disagrees with
the State's or Department's determination of Breach or period to cure, Hardeman County shall
notify the Department in writing; provided, however, any appeal to the Department shall not toll
or otherwise affect the period to cure. The decision by the Department shall be frnal and binding,
except this sentence shall not apply to the exercise of the State's' option to purchase as defined in
Section 1O.1(d). In the event Hardeman County fails to cure the Breach within the time period
provided, then the State shall have available any and all remedies described herein. This
subsection regarding notice and opportunity to cure shall not be applicable in the event of
successive or repeated Breaches of the same nature, or in the event the Liaison(s) or Commissioner
invokes the immediate compliance provisions of Section 4.9, or in the case of a failure to have the
Facility prepared to accept Inmates by the Service Commencement Date. In the event the Breach
is not cured within the time period provided, the State may elect to invoke liquidated damages.
Said liquidated damages shall commence on the date the cure period expires, provided, however, if
the Commissioner determines that the management team of Hardeman County's subcontractors,
including but not limited to HCCFC-Two and CCA, has concealed or misled the State concerning
the Breach, the liquidated damages shall commence on the date of the Breach and notice shall not
be required. For purposes stated herein, management team is defined as consisting of persons in
the rank of shift supervisor or above.
(d)
Hardeman County shall provide that its management subcontract(s) with
Corrections Corporation of America (CCA) include the following:
(1)

The parties acknowledge and agree that the State of Tennessee is a
third-party beneficiary under this Contract because CCA will be
performing services that will benefit the State of Tennessee and on
which the State of Tennessee is relying pursuant to its separate
contract with Hardeman County. The State shall have the

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conditional right to exercise in writing an option to purchase from
CCA the Facility and personal property used in connection with the
Facility for the book value purchase price based on the methodology
described below at any time during the term of this Agreement.
(2)

The conditions under which the State can exercise its option to
purchase are as follows. (a) If the management subcontractor(s)
files bankruptcy, is put into bankruptcy by its creditors, or gives 30
days notice that it intends to file bankruptcy (hereinafter "Finan cial
Breach"). Notwithstanding anything to the contrary contained
herein, the parties also agree that the option to purchase is activated
immediately and there is no opportunity to cure for a Financial
Breach. (b) If the management subcontractor(s) fails to provide for
the basic nutritional, medical, security and safety needs of inmates
such that the inmates are neglected, abused or deprived of their
constitutional rights and the management subcontractor(s) has
demonstrated the inability to perform its obligations under this
agreement (hereinafter "Operational Breach").
In the event of an Operational Breach, the State shall provide
written notice to the Management Subcontractor of a thirty-day
period to cure. If the Operator fails to correct the Operational
Breach identified in the notice within the thirty-day period (or a
longer period if such is prescribed by the State), the State shall have
the right to exercise the purchase option in accordance with this
Section. If the breach cannot be cured within thirty (30) days after
notice but such breach can be cured within an additional thirty days,
and Management Subcontractor has been working in good faith to
cure the breach during the first thirty days, the State shall extend the
cure period for an additional thirty days.
The cure period is only applicable to the option to purchase. The
cure period in this provision is not cumulative to any other cure
period provided in this Agreement. Any and all other remedies and
cure periods in this Agreement, however, may be exercised by the
State for the occurrence of any breach that may also constitute an
Operational Breach at the same time the cure period for the option
to purchase is in effect.
In the event a notice of termination for any breach and a separate
notice of exercise of the option to purchase (activating a 30-day
period to cure) occur simultaneously or contemporaneously, the
option to purchase will survive any termination of the Agreement. .

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(3)

Upon the activation of the option to purchase, the parties agree that
the State shall have the right to inspect the Facility and personal
property during reasonable business hours at a time and date
mutually acceptable to the parties for the purpose of determining
whether to exercise the option.
The book value purchase price for the option to purchase shall be
equal to the depreciated book value of all real and personal property
of the Facility as of the end of the most recent calendar month
immediately prior to the closing date the State's purchase. The
depreciated book value shall be calculated by the subcontractor
(Corrections Corporation of America) in accordance with generally
accepted accounting principles. The State shall have the right to
audit the depreciated book value as calculated by the subcontractor.
The depreciated book value shall include all future expenditures
made for real or personal property of the Facility, capitalized and
depreciated in accordance with generally accepted accounting
principles. As of June 30, 2002, the depreciated book value of the
Facility's real and personal property, as reported in the
subcontractor's accounting records, was $48,895,552. The
subcontractor is depreciating the cost of real and personal property
on a straight-line basis using a fifty year life for buildings and useful
lives ranging from five to twenty years for· all other real and
personal property.
The purchase price shall be applied to payoff any encumbrances or
debt against the Facility and personal property, if necessary.

(5)

Upon the exercise of such option, CCA shall deliver or cause to be
delivered, at its own expense, marketable, unencumbered title to the
Facility and personal property, as built drawings of the Facility
together with plans and specifications, an assignment of all
warranties on the Facility and personal property, and a title
insurance policy in form and substance acceptable to the State.
If not terminated previously, this Agreement shall terminate upon
transfer of title to the State. At the State's request, all subcontracts
required to be approved under Article 7 of this Contract in effect at
the time the option is exercised shall be assignable to the State, but
the State is not obligated to accept assignment of any such contracts.

(6)

The parties acknowledge and agree that the intent of these
provisions is to protect the State regarding its responsibility to house

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State prisoners in the event Hardeman County and/or its
management subcontractor(s) are unable to perform their obligations
under this Agreement. Further, it is the intent of the parties that
should the management subcontractor(s) file bankruptcy, be put into
bankruptcy by its creditors or give 30 days notice that it intends to
file bankruptcy, the parties intend that this Agreement continue and
be assumed as an executory contract because it would benefit the
debtor-subcontractor's estate as the continuation of an income
producing contract, and such assumption would be the exercise of
reasonable business judgment.
Section 10.2. State Breach.
(a)
In the event of a Breach by the State, Hardeman County shall notify the
State in writing within thirty (30) days of any Breach by the State. Said notice shall contain a
description of the Breach. The State shall be afforded a forty-five (45) day period in which to
effect a cure or in which to take reasonable steps to effect a cure; provided, however, that if the
alleged Breach concerns the State's failure to make payment under this Contract, the State shall
have sixty (60) days after the notice to effect a cure unless the payment is the subject of a dispute
between the parties.
(b)
Failure by Hardeman County to provide the written notice described in
subsection (a) shall operate as an absolute waiver by Hardeman County of the State's Breach.
(c)
With the exception of the provisions contained in subsection (f) herein, in no
event shall any Breach on the part of the State excuse Hardeman County from full performance
under this Contract.
(d)
In the event of Breach by the State, Hardeman County may bring an action
in the forum with appropriate jurisdiction provided, however, failure by Hardeman County to give
the State timely written notice and opportunity to cure as.described in this Section operates as a
waiver of the State's Breach.
(e)
Failure by Hardeman County to file a claim before the appropriate forum in
Tennessee with jurisdiction to hear such claim within one year of the date the timely notice
described in subsection (a) shall operate as a waiver of said claim in its entirety. It is agreed by
the parties that this provision establishes a contractual period of limitations for any claim brought
by Hardeman County.
(f)
In the event the State fails to make payment due under this Contract within
the cure period specified herein and the amount due exceeds one hundred thousand dollars
($100,000), Hardeman County may terminate the Contract upon ninety (90) days prior written
notice to the Commissioner, provided, however, Hardeman County may terminate this contract
only upon the State's failure to pay an amount which is not in dispute.

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(g)
In the event the provisions of this Article are in conflict with the provisions
of Section 6.7, Section 6.7 shall control.
Section 10.3. Liquidated Damages.
(a)
Consistent with the provisions of Section lO.I(c) in the event of a Breach
described in Exhibit D, the State may direct Hardeman County to withhold from its
subcontractors, including but not limited to HCCFC-Two and CCA as liquidated damages the
amounts designated on Exhibit D. In the event the State directs a withhold of liquidated damages
from a subcontractor(s), the State shall not owe Hardeman County a corresponding amount.
Hardeman County agrees that it shall cause all subcontracts to contain provisions whereby the
liquidated damages may be assessed against said subcontractor(s) in accordance with this Article.
(b)
The State shall notify Hardeman County in writing of the Breach and the
amounts to be withheld as liquidated damages.
(c)

Liquidated damages shall be assessed in conformance with Section 1O.1(c).

(d)
The parties agree that due to the complicated nature of the obligations under
this Contract it would be difficult to specifically designate a monetary amount for a Breach
designated in Exhibit D as said amounts are likely to be uncertain and not easily proven.
Hardeman County hereby represents and covenants that it has carefully reviewed the amounts
contained in Exhibit D and agrees that said amounts are the liquidated damages resulting from
negotiation between the parties, represent a reasonable relationship between the amount and what
might reasonably be expected in the event of Breach by subcontractor, and are a reasonable
estimate of the damages that would occur from a Breach by subcontractor.
It is hereby agreed between the parties that the liquidated damages assessed
(e)
against subcontractors represent solely the damages and injuries sustained by the State in losing the
benefit of the bargain with Hardeman County and do not include:
(1)

any injury or damage sustained by a third party and

(2)

any damage sustained to the Facility or property located therein as a
result of Hardeman County's Breach.

The State may continue to direct a withhold of liquidated damages or a
portion thereof until Hardeman County cures the Breach or the State terminates the Contract.
(f)

(g)
The State is not obligated to assess liquidated damages before availing itself
of any other remedy.
In the event Hardeman County disagrees with the State's assessment of
(h)
liquidated damages, it may file a claim against the State before the appropriate forum in Tennessee
with jurisdiction to hear the claim. In the event Hardeman County prevails on such a claim,

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Hardeman County shall have an option to terminate for convenience by giving written notice to the
State three (3) years in advance.
(i)
The State may choose to discontinue liquidated damages and avail itself of
any other remedy available under this Contract or at law or equity; provided, however, Hardeman
County shall receive a credit for said liquidated damages previously withheld for the same incident
of Breach.
Section lOA. Termination.
(a)
In the event of a Breach by Hardeman County which is not cured as
provided in Section 1O.l(c) hereof, the State may terminate the Contract immediately or in stages.
(b)
Hardeman County shall be notified of the termination in writing signed by
the Commissioner. Said notice shall hereinafter be referred to as Termination Notice.
(c)
The Termination Notice may specify either that the termination is to be
effective immediately, on a date certain in the future, or that Hardeman County shall cease
operations under this Contract in stages.
(d)

Hardeman County agrees to cooperate with the State in the event of a

termination.
Section 10.5. Termination Due to Unavailability of Funds.
(a)
This Contract is subject to the appropriation and availability of State funds.
The Department intends to include in its budget request to the Legislature for each Fiscal Year the
payments to become due thereunder in such Fiscal Year and will use reasonable and lawful means
at its disposal to secure the appropriation of money for such Fiscal Year sufficient to pay the
payments thereunder coming due therein.
(b)
In the event that the funds are not appropriated or are otherwise unavailable,
the State reserves the right to terminate the Contract upon written notice to Hardeman County.
Said termination shall not be deemed a breach by the State. Upon receipt of the written notice,
Hardeman County shall cease all work associated with the Contract. Should such an event occur,
Hardeman County shall be entitled to compensation for all satisfactory and authorized services
completed as of the termination date. Upon such termination, Hardeman County shall have no
right to recover from the State any actual, general, special, incidental, consequential, or any other
damages whatsoever of any description or amount. The State presently intends to continue this
Contract for the entire term and to pay all payments due thereunder.
Section 10.6. Termination for Convenience.
(a)
The State may terminate this Contract without cause for any reason with
ninety (90) days advance written notice; provided, however, the notice requirement shall not apply
when the provisions of (d) hereunder are applicable. Said termination shall not be deemed a
Breach.

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(b)
Hardeman County shall be entitled to receive compensation for satisfactory
authorized services completed as of the termination date, but in no event shall the State be liable to
Hardeman County for compensation for any service which has not been rendered.
(c)
Upon such termination, Hardeman County shall have no right to any actual
general, special, incidental, consequential, or any other damages whatsoever of any description or
amount, except that the State shall pay for all supplies and equipment on order and not yet
delivered to the Facility as of the date of termination.
(d)
This Contract requires Hardeman County to submit to the State certain
policies, documents and information, including, but not limited to, a written Policy and Procedures
Manual pursuant to Section 5.4 and written Safety and Emergency Procedures pursuant to Section
5.6 (collectively the "Required Information"), which Required Information is subject to the
State's written approval. If the State does not approve the submitted Required Information and is
unable to approve any re-submitted Required Information, the State may terminate this Contract
immediately without notice, penalty or cost. Said termination shall not be deemed a Breach but
shall be deemed a termination of convenience. Any such approval shall be in the sole discretion of
the State.
Section 10.7. Performance Bond. If the State determines a performance bond is
necessary, then Hardeman County will obtain, at the State's expense, such bond acceptable to the
State in form and substance.

ARTICLE 11
PROIDBITIONS
Notwithstanding any other provision of this Contract to the contrary, nothing contained
herein shall be interpreted to authorize, allow or imply authority of Hardeman County to do the
following:
(a)
develop or implement procedures for calculating Inmate release and parole
eligibility dates;
(b)

develop and implement procedures for calculating and awarding sentence

(c)

approve Inmates for furlough and work release;

credits;

(d)
approve the type of work an Inmate may perform, and the wages or sentence
credits which may be given to Inmates engaged in such work; and
(e)
grant, deny or revoke sentence credits; place an Inmate under less restrictive
custody or more restrictive custody; or take any disciplinary actions; provided, however, that this
Section shall not prevent Hardeman County from making recommendations to the State with

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respect to any of the above in conformance with State policy.
The Commissioner shall determine whether any action or proposed action violates the provisions
of this Article.

ARTICLE 12
HARDEMAN COUNTY'S REPRESENTATIONS AND WARRANTIES
Section 12.1. Authorization. This Contract has been duly authorized, executed, and
delivered by Hardeman County and, assuming due execution by the appropriate State officials as
indicated on the signature page of this Contract and delivery by State, constitutes a legal, valid,
and binding agreement enforceable against Hardeman County in accordance with its terms.
Section 12.2. No Defaults under Agreements. Hardeman County is not in default, nor is
there any event in existence which, with notice or the passage of time or both, would constitute a
default by Hardeman County, under any indenture, mortgage, deed oftrust, lease, loan agreement,
license, security agreement, contract, governmental license or permit, or other agreement or
instrument to which it is a party or by which any of its properties are bound and which default
would materially and adversely affect Hardeman County's ability to perform its obligations under
this Contract.
Section 12.3. Compliance with Laws. Hardeman County and its appointed officials are
acting in compliance with all applicable laws, rules, and regulations.
Section 12.4. No Violation of Contract. Articles of Incorporation by Bylaws. The
consummation of the transactions contemplated by this Contract and its fulfillment of the terms
hereof will not conflict with, or result in a breach of any of the terms and provision of, or
constitute a default under any indenture, mortgage, deed or trust, lease, loan agreement, license,
security agreement, contract, governmental license or permit, or other agreement or instrument to
which Hardeman County is a party or by which its properties are bound, or any order, rule, or
regulation of any court or any regulatory body, administrative agency, or their governmental body
applicable to Hardeman County or any of its properties, except any such conflict, breach, or
default which would not materially and adversely affect Hardeman County's ability to perform its
obligation under this Contract.
Section 12.5. No Litigation. There is not now pending or, to the knowledge of Hardeman
County, threatened, any action, suit or proceeding to which Hardeman County is or may be a
party, before or by any court or governmental agency or body, which might result in any material
adverse change in Hardeman County's ability to perform its obligations under this Contract, or
any such action, suit, or proceeding related to environmental or civil rights matters; and no labor
disturbance by the employees of Contractor exists or is imminent which might materially and
adversely affect Hardeman County's ability to perform its obligations under this contract.

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Section 12.6. Disclosure. There is no material fact which materially and adversely affects
or in the future will (so far as Hardeman County can reasonably foresee) materially and adversely
affect Hardeman County" s ability to perform its obligations under this Contract which has not
been accurately set forth in this Contract or otherwise accurately disclosed in writing to State by
Hardeman County prior to the date hereof.
Section 12.7. Opinion of Contractor's Counsel. Hardeman County shall furnish to State
an opinion of counsel in connection with this Contract dated as of the date of the Contract. Such
opinion shall address Hardeman County's compliance with applicable law, affirm its authority to
enter into this Contract, indicate that Hardeman County is not currently in litigation or have notice
of litigation that could cause the Contractor not to perform the terms of this Contract except as
noted expressly herein and affirm the enforceability of this Contract in accordance with its terms.
ARTICLE 13
MISCELLANEOUS
Section 13.1. Audits. Hardeman County shall maintain documentation of all charges
against the State under this Contract. The books, records, and documents of Hardeman County,
insofar as they relate to work performed or money received under this Contract, shall be
maintained for a period of three (3) full years from the date of the final payment, and shall be
subject to audit at any reasonable time and upon reasonable notice, by the State or the Comptroller
of the Treasury or their duly appointed representatives. These records shall be maintained in
accordance with generally accepted accounting principles. This provision shall be placed in all
management subcontracts.
Section 13 .2. Non-Discrimination. No person on the grounds of handicap, disability, age,
race, color, religion, sex, national origin, or any other classification protected by Federal and/or
Tennessee State constitutional and/or statutory law shall be excluded from participation in, or be
denied benefits for, or be otherwise subjected to discrimination in the performance under this
Contract or in the employment practices of Hardeman County. Hardeman County shall, upon
request, show proof of such non-discrimination, and shall post in conspicuous places, available to
all employees and applicants, notices of non-discrimination.
Section 13.3. Binding Nature. The State may, but shall not be obligated under this
agreement to make payments hereunder until the State has received satisfactory evidence of
insurance required herein and has received a Payment and Performance Bond to the extent
required herein.
Section 13.4. Invalidity and Severability.
(a)
In the event that any provision of this Contract shall be held to be unlawful,
invalid or unenforceable, all parties agree that all other terms and conditions ofthis Contract shall
remain in full force and effect except as specifically provided in this section.
(b)

With the exception of the provisions contained in Article 10, in the event

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any or all provisions of this Contract are found to be unlawful, invalid or unenforceable by the
commission or court of competent jurisdiction, both parties agree that neither shall be in Breach or
liable in any manner to the other for damages, costs, or expenses of any nature which the other
might sustain due to said finding; provided, however, in the event said fmding reduces the services
rendered by Hardeman County, the State may reduce the Operating Per Diem Rate paid Hardeman
County pursuant to Section 6.6 and said finding shall not excuse any other Breach.
(c)
In the event a court of competent jurisdiction finds a provision(s) of this
Contract to be unenforceable the Commissioner may terminate this Contract upon thirty (30) days
prior written notice without penalty or liability to the State.
Section B.S. Headings. The headings contained in this Contract are for reference
purposes only and shall not affect the meaning or interpretation of this Contract.
Section 13.6. Terminology and Defmitions. All personal pronouns used in this Contract,
whether used in the masculine, feminine, or neuter gender, shall include all other genders; the
singular shall include the plural and the plural shall include the singular.
Section 13.7. Interpretation and Venue. This Contract shall be governed by and construed
in accordance with the laws of the State of Tennessee. Any legal proceedings against the State
regarding the Contract shall be brought in the State of Tennessee administrative or judicial forum
with appropriate jurisdiction. Venue shall be in Davidson County, Tennessee.
Section 13.8. Duration of Services. Hardeman County agrees that the services and
programs set forth in this Contract will be maintained for the duration of the Contract period.
Section 13.9. Release. Hardeman County, upon final payment ofthe amount due under
this Contract, releases the State, its officers and employees, from all liabilities, claims and
obligations whatsoever arising from or under this Contract. Hardeman County agrees not to
purport to bind the State to any obligation not expressly assumed herein by the State.
Section 13.10. Assignment. Hardeman County shall not assign this Contract without
obtaining the prior written approval of the State. Any such assignment shall contain, at a
minimum, Sections 13.1 and 13.2 of this contract.
Section 13 .11. Research Projects. Hardeman County and/or its subcontractors shall not
publish or disseminate any findings based on data obtained from the operation of this Contract or
engage in any research projects without the prior written consent of the State.
Section 13 .12. Prohibited Payment. Hardeman County warrants that no part of the total
Contract amount shall be paid directly or indirectly to an employee or an official of the State of
Tennessee as wages, compensation, or gifts in exchange for acting as officer, agent, employee,
subcontractor, or consultant to Hardeman County in connection with any work contemplated or
performed relative to this Contract.

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Section 13. 13 . Notices. All notices shall be hand-delivered to Hardeman County or the
State's Liaison(s) or sent certified mail, return receipt requested to:

State:
Commissioner
Department of Correction
4th Floor, Rachel Jackson Bldg.
320 6th Avenue North
Nashville, Tennessee 37243-0465
Hardeman County:
Hardeman County Correctional Facilities Corporation
c/o Weed, Hubbard, Berry & Doughty, PLLC
Suite 1420, 201 Fourth Avenue, North
Nashville, Tennessee 37219
The notic~ shall be deemed to be received on the date of the hand delivery or on the third day after
mailing.
Section 13 .14. Amendments. The terms and provisions of this Contract may be waived,
altered, modified, amended, supplemented or revised only by written amendment which has been
executed and approved by the appropriate parties as indicated on the signature page of the
Contract. Neither the Liaison(s) nor any other employee or official of the State is authorized to
modify, amend or waive the terms and provisions of this Contract except as provided in this
Section.
Section 13.15. Waiver. No consent, waiver or excuse of any Breach of any of the terms
or conditions of this Contract shall be held to be a consent, waiver, or excuse of any other or
subsequent Breach, nor shall any such waiver or excuse be valid or binding unless the same shall
be in writing and approved and executed by the party alleged to have granted the waiver as
indicated on the signature page of this Contract.
Section 13.16. Third Party Beneficiary. Neither Hardeman County nor the State intends
to create rights for any third party of the Contract and no third party beneficiary rights are created
hereby. Third parties shall mean all persons except the State and Hardeman County, including but
not limited to employees of Hardeman County, subcontractors of Hardeman County and Inmates
located at the Facility.
Section 13.17. Laws. Hardeman County shall comply with all applicable federal, state,
and local constitutions, laws, and regulations, court decisions, Court Orders, and any applicable
state and federal orders in the performance of the Contract.

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Section 13 .18. Attorneys Fees. Hardeman County agrees that, in the event either party
deems it necessary to tah~ legal action to enforce any provision of the contract and in the event the
State prevails, Hardeman County shall pay all expenses of such action, including but not limited to
the State's attorneys' fees and costs of all stages of the litigation.
Section 13.19. Approvals. Any policies, procedures or other documents contained or
referenced in this Contract subject to the State's approval under the terms of this Contract shall
remain subject to State prior written approval whenever they are revised, amended, replaced or
supplemented. Hardeman County agrees to accept and implement any revisions, alterations or
supplements suggested by the State to any document, plan, policy or procedure which requires
State approval.
Section 13.20. Set-off. The State reserves the right to deduct from amounts which are or
shall become due and payable to Hardeman County under this or any Contract between the parties
any amounts which are or shall become due and payable to the State by Hardeman County. The
State may withhold any amounts which may otherwise be due Hardeman County without waiver of
any other remedy or damages available to the State under this Contract or at law or at equity.
Section 13.21. Confidentiality of Records. Strict standards of confidentiality of records
and information shall be maintained in accordance with applicable state and federal law. All
material and information, regardless of form, medium or method of communication, provided to
the Contractor by the State or acquired by the Contractor on behalf of the State shall be regarded
as confidential information in accordance with the provisions of applicable state and federal law ,
state and federal rules and regulations, departmental policy, and ethical standards. Such
confidential information shall not be disclosed, and all necessary steps shall be taken by the
Contractor to safeguard the confidentiality of such material or information in conformance with
applicable state and federal law , state and federal rules and regulations, departmental policy, and
ethical standards.
The Contractor's obligations under this section do not apply to information in the public domain;
entering the public domain but not from a breach by the Contractor of this Contract; previously
possessed by the Contractor without written obligations to the State to protect it; acquired by the
Contractor without written restrictions against disclosure from a third party which, to the
Contractor's knowledge, is free to disclose the information; independently developed by the
Contractor without the use of the State's information; or, disclosed by the State to others without
restrictions against disclosure. Nothing in this paragraph shall permit Contractor to disclose any
information that is confidential under federal or state law or regulations, regardless of whether it
has been disclosed or made available to the Contractor due to intentional or negligent actions or
inactions of agents of the State or third parties.
It is expressly understood and agreed the obligations set forth in this section shall survive the
termination of this Contract.

-42-

Section 13.22. Implied Covenants or Agreements. The state shall be bound only by the
express, written terms contained herein and shall not be bound by any implied covenants or
agreements.
Section 13.23. Notices. Failure of the State to provide any notice to Hardeman County
described in this Contract whether or not the State had knowledge of the appropriateness of said
notice shall not relieve Hardeman County of its obligation to perform in accordance with this
Contract and shall not be a waiver or excuse for any failure to perform.
Section 13 .24. Maximum Liability. Notwithstanding any provision contained herein to
the contrary, in no event shall the maximum liability to the State exceed:
Year 1 9,884,000
Year 2 24,718,000
Year 3 25,241,000
6,515,000
Year 4
In the event that the State exercises its option to renew, the annual maximum liability for each year
during any renewal period shall be calculated unilaterally by the State in the manner shown on
Exhibit E.
Section 13 .25. Independent Contractor. Hardeman County is an independent contractor
for the purpose of this agreement.
Section 13.26. HIPAA Compliance. Contractor warrants to the State that it is familiar
with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
and its accompanying regulations, and will comply with all applicable HIPAA requirements in the
course of this Contract. Contractor warrants that it will cooperate with the State in the course of
performance of the Contract so that both parties will be in compliance with HIPAA, including
cooperation and coordination with State privacy officials and other compliance officers required
by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary
to keep the State and Contractor in compliance with HIPAA, including but not limited to business
associate agreements.

-43-

IN WITNESS WHEREOF, intending to be legally bound, the parties have caused their authOlized
representatives to execute this Contract as of the

1..-'? M

STATE OF TENNESSEE
DEPARTMENT OF
RRECTION
By:

COUNTY OF

m\/,'d5c:C\

e>c.d:Dke/~""

, 200 2-

::~T~

--"~~~~~~~~\­
Donal Campbell, Commissio r

STATE OF TENNESSEE

day of

Name:

DON CLIFFT

Title:

COUNTY EXECUTIVE

)
)ss:
)

Before me, the undersigned, a Notary Public of the State and County aforesaid, personally appeared Donal
Campbell, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon
oath, acknowledged himself to be the Commissioner of the Department of Correction for the State of Tennessee, the
within named bargainor, and that he, as such Commissioner, being authorized so to do, executed the foregoing instrument
for the purposes therein contained, by signing the name of the State of Tennessee by himself as Commissioner of the
Department of Correction.
WITNESS my hand, at office this th<J)C.d. day of

ockber , 200~"

~r',oM\ 1YJ. e1!J D:~

_

N~blIC

My Commission expires:

My Commission Expires SEE 25,2004
STATE OF TENNESSEE

)
)ss:

COUNTY OF _=HAR=D~E=MANe.:...--_ _ )
Before me, the undersigned, a Notary Public of the State and County aforesaid, personally appeared
Don CIi f f t
, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and
who, upon oath, acknowledged himself to be the County Exe. ofHardernan County, Tennessee, the within named
, being authorized so to do, executed the
bargainor, a Count of Tennessee, and that he, as such Coun ty Exe.
foregoing instrument for the purposes therein contained, by signing the name ofHardernan County, Tennessee by himself
as County Executive
WITNESS my hand, at office this the ~ day of _ _O_c_t_o_b_e_r_ _, 200_2_"

f

riC! kJ U~~\,~'~: J-l4AC!l. Ljl.,-!0.j}(f)L. . .L- ·

Notary Public I
My Commission expires:

4/23/03

-44-

_

APPROVED:
STATE OF TENNESSEE

C. Warren Neel, Ph.D.
.
Co
issioner of Finance and Administration

John G. Morgan
Comptroller of the Treasury

-45-

Date

LIST OF EXHIBITS

Exhibit A

Descriptions of Facility and Real Property

Exhibit B

Description of Insurance

Exhibit C

Security Addendum

Exhibit D

Daily Liquidated Damages Schedule

Exhibit E

State's Maximum Liability

Exhibit A

Descriptions of Facility and Real Property

@I 002
lO/Oi/Z OO :'
10/{J4/ 02

14:48 FAX 615~63"~"~
10:50 FAX 61525

@Ioo2/oo2

EXHIBIT A

l "''h i t e viii e }

VJ.ID lying in 3rd civil Dist.rict: of 8.a::-c3ern;:"'D C:ounc.y,
particularly described ~s follows:

Tenr..""ssee, being more

Begin.n.ing d,t: a st.ab:: at: north ',.,'al1 of bridge whe:re. two dit.ches meet on "fest .:oide of
the Whiteville and New Cascle Road, a $.:2. CDrn.e..r of Terry Pa:d:e,r, a H.E:. corner of
J:i..mrr..f Williams no\." the owner of t.he Sam Gat.es land, and rz..n ;.Iit.h road
(~)
5 4-1/2° W 3~3.5 feet or 19 poles;
(2) S 24-1/2° ~ 200 feet;
(3) S 27-1/2° ~ 200 fee:t;
{" 1 S ::. (, W :2 0 0 f ee t :
is) s 40° W 700 ~eet;
(6) S 3° W 400 feet:
(7) S 33° W 100 feot:
{Bl S 22° W lOO feet;
(9} 5 2° W 700 feet to a point at crest of hill;
(10) s ~/2° w 10.9 poles t.o a point in ;road set st.ake S 8D-43/600.
On high ba.nk three
oaks, a SE corner of the no:c-th part kept by Jimmy Hilliams, a:Lso che 1\I"E· co:cner of t.he 505.6
acres conveyed by Ji.mmy Willi.ams to Joe Keller; thence ....,ith t.he d.ivision line of the nor-en
part: and sout.h part. S 80-43/60° W 97.69 poles t.o a ~arge R.O. corner t.re.e and old li.ne:
t.ree. t.his point. i.s 2.64 poles nort.h af the SE corner of Joe Keller, a NW corne.r of the.
56 IS a.cres. a SW ca=er of t.he ~60. 8 acres held by Ji;mrny Will:iams; t.hence '-lith east. B line
of Joe Keller wes t: B line of Willi.ams north ve.ry low angle 202·.313 pol es to a large pos c, 2.
NW corner· of tbe Sam Gates 1=d, 2. Sri corner of the -1.5 acres conv-eye.d to .:r. T. Taylor, now
Mary Ti.mmons.. then= wit:.h. fe..nce east 56_ 6 poles to a s t:.a.ke, a SE corner of Timmons,
int.ernal corner of Williams; thence no..::-t:.h 1.2.12 poles or t.o SH corneL. of Terry Parker; . _
thence \olith same S 76" E 6~O feet or 36 • .96 poles; thence S 69-]./2° E 28 poles; thence..o.S"·
66° E 52,96 pole.s CD t::.he point of begi.nning, containing J.60. 8 aCD"S, more. or le.ss.
BElliG a porti.on of the same propert:y couveyed tD Corrections Corporat.ion of America by
Deed of Record in Book 1'1-1.6, page. 395, :Register's Office for R:a~deman Count.y, Te::l...""lessee.

10/04/2002 14:39 FAX 6152633050

14J 002

WHITEVILLE CORRECTIONAL FACILITY
The Whiteville Correctional Facility is located at 1440 Union Springs Road in Whiteville,
Tennessee. It has a capacity of 1,536 beds, comprised of all double cells.
Facility Description

The facility was built in 1998. With the exception of an armory and gymnasium bUilding, the
entire facility is under one roof. The facility is a permanent single-story structure consisting
of approximately 338,000 square feet with a mezzanine level in tine cell housing areas only.
The main structure is constructed of pre-cast concrete exterior walls and finished concrete
masonry unit and drywall interior walls.
The entire facility is fully sprinkled, with electronically controlled cilld monitored security and
safety systems.

Heating, ventilation and air conditioning systems provide year-round

environmental control for all inmates and staff.
WCF has six housing units comprised of either four or six pods of double occupancy cells.
Additionally, WCF has a separate segregation unit for punitive and administrative
segregation popUlations consisting of 82 beds in double cells. Each general popUlation cell
is furnished with a toilet, wash basin with hot and cold running water, above floor sleeping
surface(s), clothes hook(s), writing surface/seat, natural light and storage space for
personal belongings. All inmates have access to showers with thermostatically-controlled
hot and cold water.
Adjacent to each inmate sleeping area is a central dayroorn that contains tables, chairs,
television(s) and telephones for use by the inmates.
Specifically, the Whiteville Facility provides a physical plant that is in compliance with the
following:
•

ACA Standards for Adult Correctional Facilities;

•

Life Safety Codes, National Fire Protection Agency, current edition;

10/04/2002 14:39 FAX 6152633050

141003

•

Americans with Disabilities Act; and

•

Applicable building codes.

Security Features
Whiteville's perimeter is protected by double 12' high fences which are topped with 45degree arm and rolls of 30" diameter Super Maze razor ribbon at the top and at the mid-rail
and bottom.

In addition, the perimeter fence is equipped with a passive infrared fence

detection system and CCTV cameras to enhance detection of movement.

Fencing is

placed along the secure perimeter of the site and at strategic areas inside the secure
perimeter to further define allowable areas of activity.
Closed circuit television cameras are strategically

pla~ed

to best monitor the fence line, the

exterior of the building, sally port entries and key entry and exit points. Perimeter lighting of
at least two foot-candles is provided to accommodate nighttime security. A roving patrol
along the perimeter road is also provided.
The 24-hour-a-day manned control center is the heart of the security system. It is located
for direct visual observation of major circulation paths and corridors as well as the
segregation unit. From this central point, exterior and interior security systems and various
safety systems

can

be

monitored

and

controlled.

These

systems

include

an

intercommunication system, CCTV monitors, a zoned fire alarm system and electrically
locked and released entry/exit doors. The focal point of the control center is a graphically
displayed integrated control panel with light and sound annunciation.

In addition to the

visual annunciation on the control panel of system status, any alarm condition activates the
audio annunciation that remains activated until the condition is acknowledged and silenced.
From this central control point, the access and egress at each living unit, as well as the
facility entry/exit doors, is controlled by means of electrically opE?rated locks. As a backup
to the electronic locks, the control center has a complete key system for manually
controlling the movement into, out of and within the facility.

10/04/2002 14:39 FAX 6152633050

i4J 004

In addition to this centrally located control center, auxiliary control stations are located
adjacent to each set of Irving units and are manned 24 hours a day. Activity at the living
units, such as control of doors within the adjacent living units, is controlled from these
auxiliary locations.
Other Space Functions

•

A fully-equipped kitchen with the appropriate appliances and systems is available,
including walk-in freezers, coolers, food warehouse and dry storage;

•

A central dining room;

•

Large mUlti-purpose rooms throughout the facility for counseling, religious and
leisure-time activities, etc.:

•

A medical area with space for medical and dental exams and patient rooms for those
inmates requiring treatment or isolation away from the general population;

•

Separate areas for inmate academic and vocational education programs and other
program services, including office space for staff and instructors and a library;

•

A large visitation room that can accommodate both contact and non-contact
visitation;

•

A large gymnasium for indoor recreation and outdoor recre:ation areas for basketball,
weight-lifting, etc.; and for occasional multi-purpose use.

•

A separate reception/intake area with adjacent personal property storage and
uniform issue where inmates arriving or leaving the facility are processed;

•

A centrally-located commissary;

•

An administrative area that includes space for eCA staff, conference room,
employee lounge, and locker rooms;

10/04/2002 14:39 FAX 6152633050

•

Public lobby with access to toilet facilities;

•

A centrally-located laundry facility;

•

A maintenance and warehouse area;

•

Janitor, supply and storage closets located throughout 1the facility; and

•

Separate, secure mechanical, electrical and security electronics rooms.

f4J 005

....

...-.

-

•

...~

Exhibit B

Description of Insurance

rj ~ ,/ [)

S / :2 [) [):2 14: 1 6 FAl 61 5

l4J 002

EXHIBIT B

ACORD", CERTIFICATE OF LIABILITY INSURANCE Pag"
PRODUCE!<

B77-945-737B
xi~li. 50rth ~rio~, Inc .

.

~.gionAl

Cert C.nter

26 CaDtury Elvd.

o.

p,

D~

MATTER OF INFORMATION
UPON THE CERTIFICATE
NOT AMEND, EXTEND DR
BY THE POLICIES BELOW.

JOS~Sl

'!la.nv~ll••

INoURED

THLS CERTIFICATE IS ISSUED AS A
ONLY AND CONFERS NO RIGHTS
HOLDER. THIS CERTIFICATE DOES
ALTER THE COVERAGE AFFORDED

D..n
04/02/2002

I

1 of 3

'!'N

INSURERS AFFORDING COVERAGE

J7:Z30s~n

5t8Arl!.at

Camvanv

!nHu=aDC~

Corraction. Corperation 01 Amarica

'~URER"

lO BurtOD Eill. Blvd.
37:ZlS
~ ...hvill.. , T'B

fNSURER ~._ J..me.:ricau:. Home A •• uranc. CasaplLDY

:lCH7-000
15380-001

lNSURERC

~ricLD lctBrnationLl BD.ci.l~· l..i:o. ... 1.r. :lCSE3-005

'NSURERD;

A~f~liA~.d ~

~D.UIADoe

100H-00:!

CompkDY

INSlJRERE'

COVERAGES
THE POUCIES OF INSURANCE USTED sao\1\' HAVE SEEN ISSUED TO THE INSURED NAMED ASOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM DR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONOJTIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PArD CLAIMS

:A

~NERAl.

SC03770'll:1301

lJABlUT'Y

~/1/2002

4/1/:003

--------F'OUCY

I Wg:

I

B

~OMDDll..f'

B

~

B

f-- N.l. DW~ED..uTDS

I

53 <..910oi

UAIlIUTY

SCHEDULED !illTDS

r--

HIFlED AUTDS

':re.:,,".., 53oi9105

4/1/2002
04/1/2002

V1. 5349106

~/1/2002

4/1n 003
<../1/2003
4/1/2003

nA.R.&.G£ UAJlIUTY

::xJ
h

OTHER TH"N
A1JTODNLY:

'704 13 93 6

0

4/l/2002

4/1/2003

CWl.!S ""'DE

1,000,000

EAACC::

"GO

S
~

,

EACH O:::CURREfoICE

,

25 000 ODD

AG.:;REG..n::

,

?t;

non nnn

DEDUCTIBLE

I,

loon [

WORKERS COMPatRAnDJ.( ANO

5278J..29
CA 5:278130

EMPLDYER~' w.BlLITY

illi71.5

OTHER
C~rci~l

per

,

[P",oQdonlJ

ANYWTO

OCCUR

5 000 000

ac:ddMIJ

AUTO ONLY· E.A....coOENT

EXcE~HWllUTY

I

BDDlLY II'IJURY
[P", poroon)

(Pltlf

E

D

COMBINED BINGLE UlrrwtlT
(E•• cdoonlj

PROPERTY DAlAAGE

1;:1 RETENTION
B

, 20 000 000
AGO

000

n nn

,

GENERAL "OOREGo'<IT

r-- - - - - - - - - - -

'----1

~

PERSONA!...lJ. ;..ty..'INJlJRY

SODIL YINJURY

f-- NDN-OWNED ALJTDS

C

<>no hrol

I LOC

AIoIY .. LJTO

f--

,An.

P RDDlJCTS - COW'/OP

GEN'L AGCiRE~ L.JMIT AP~ PER:

~ 000 000
1000000

OCC:URRE~CE

GJ OCCUR

-f---I CLAIMO IMDE
-

11

EACH

FIRE OAW,GE

..lL~MMERCI"lGENERAL Ll"-bIUTY

~

/1/:2 002

4/1/2003
-!I/:l/2003

4/1/2002

04/J../.2002

S

,

nnn

E.L DiSEASE - lOA EMPLOYEE I

1

000 000

LL. DISEASE - f'O:.JCY UMri

1 000 000

E.L EACH A.CClDEWT

S

nnn

01./1/2003

~rcPLrty

~o.e/~Dc.ti~

~1"5,DOD,DDO.

Elank.t LLmit

~

naduotib~.

~75,ODO.

OEltCRJP'l10,,", Of OPERAT1DN&'LOCA. noN&'VEHIC.L£5I.IEXC~u.:nON:! ADDED BY EHDORSEME""'T/3PEClAL PROVlS ION:EI

CERTIFICATE HOLDER

I I ..comO/Uo.l. '.BURED·, ,N'UREI'l LETTER:
~HDI.JLD,t,.,N'r OF

THE A.80'oT OEllCRJBED

f>'OUCI~

filE CA.HC.ELLE.O BEFORE THE EXP'lflATJON

Ot.-TE THER.£OF, THE JB:nJlNG IHti.U/'tER mli. ENDEAVOR TO MAll.
NCTIC~

TO TI1t' CeRl,rlC-ATI.

JIolf'OBf NO

I:~

M..ay Conc:cr'%l

oeuo.... nON

REP"';~A"""".

HDLD~R.

2E.....-

DJ,Y~

NAMeO TO THr l...,frr, aUT fJ,ULURf: To

OR UABrJn' Of

A~

WRrrTEN

DO.IO:I~

KIND U'PON THE INSURER, ITfl AGENTS

~

(\

I
ACORD 2S-S (7/97)

Co11:~1.6935 Tpl:5~926 Cert(i6~79-!15

{/

IP ACORD CORPORATION 1985

04/0Sl2D02 14: 16 FAX 615 366 7333

WIllis

[4] 003

CERTIFICATE OF LIABILITY INSURANCE Page

I"RODI1CER

B77-H5-7378
AmarioL, Ino.
26 Cantury Blv~.
P. o. »~ 3n~~'1

H~111. ~Qrth

llID..:kw:l..ll., "1"!i
INSURED

JOB MASTER

-

~.g-icD ..l

Cart CaJ:ltor

:: of J

THIS CERTIFICATE IS L8SUED AS A
ONLY AND CONFERS NO R1GKT5
HOLDER. THIS CERTIFICATE DOES
A.LTER THE COVERAGE A.FFORDED

I

DA.l'E

04/021:"002

MATIER OF INFORMATION
UPON THE CERTIFICATE
NOT AMEND, EXTEND OR
BY THE POUCIES BELOW.

INSURERS AFFORDING COVERAGE

."2.0~lSl

CorrecciODi Carper.tioD of Amarioa
10 BurtOD Xill. Bl~.
Ziubnlla, :r~ .7215

INSURER ~ St.a~fLDt
IflSURERB

Ineuranoa COIIIt>LtIV

bariaa" B""'" ),.a.uran"a CamDanv

26357 -000
lS3~O-001

tNSURERC: AmericaD :I.Dt.arDD.tic:c.Al Bp.cialcy Lin•• J:D .6863-005
INSURERD: )..ttiliatad Pl! ;rnauranca Ccmwany

1001~-OOl

)NSURER E
DaJeRJ,.,.ION OF OPERAnON51\...OCA "'ION.~NEl-IICLE!JEXCLU510N5ADDED BY ENDOR5EMf.HTfS~CIALP,.OVlSIOPi:5

Property Pol~cy prov~d.~ 'Special" form covarsge On Reel ~d Per~onel Property, Bu~~ese Income
and XDP,inclUding flood ~nd quake, ~ubject to policy terms, conditions mnd exclusions.
Blanket Policy Littdt:
Earthquake

subl~t:

$125,000,000 Elanket per Lose Per Location
$50,000,000 except,
$5,000,000 in California and Puerto

R~co.

Flood Sublimit: $50,000,000 (excluding locations in 500 yeer Flood
plain as detennin..d by FEKA).
Boiler & Machinery
D..ductibl" :

subl~t:

$100,000,000

$175,000 all losses except:
12 hour deductible for B&N Business Interruption
$500,000 for Real' Personal Property and
$100,000 for Business Interruption at flood %on.. e
designated by FXKA.

Coll:416935 Tpl:54926 Cert:1667945

04/ () 8 /20 () 2 14: 1 6 FA.I 61;; 366 733 3

JOB MASTER

I4J 004

Page 3 of 3

IMPORTANT

If the certiflcate holder is an ADDITIONAL INSURED, the pollc:y(ies) 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 condltlom; of the policy, certain policies may
require an endorsemenl A statement on this certificate does nol confer rights to the certificate
holder in lieu of such endorsement(s).

DISCLAIMER
The Certificate of Insurance on the reverse side or this form does no! constitute a contract between
the issuing insurer{s), authorized representative or producer, and the certificate holder, nor does It
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.

ACORD 2S-S (TroT)

Coll:4~6S3S Tpl154S~6

CertI1667945

Exhibit C

Security Addendum

EXHIBIT C

FEDERP.L BUREAU OF INVESTIGATION

CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
The goal of this document is to provide adequate security
for criminal justice systems while under the control or
management of a private entity, the Contractor.
Adequate
security is defined in Office of Management and Budget Circular
A-130 as ·security commensurate with the risk and magnitude of
harm resulting from the loss, misuse, or unauthorized access to
or modification of information.·
The i~tent of this Security Addendum is to require that the
Contractor maintain a security program consistent with federal
and state laws, regulations, and standards as well as with
policies and standards established by the Criminal Justice
Information Services (CJIS) Advisory Policy Board (p...PB)
This Security Addendum identifies the duties and
responsibilities with respect to the installation and maintenance
of adequate internal controls within the contractual relationship
so that the security and integrity of the FBI's information
resources are not compromised. The security program shall
include consideration of personnel security, site security,
system security and data security.
The provisions of this Security Addendum apply to all
personnel, systems, networks and support facilities supporting
and/or acting on behalf of the government agency.
1.00 Definitions
1.01 Administration of criminal justice - the detection,
apprehension, detention, pretrial release, post-trial release,
prosecution, adjudication, correctional supervision, or
rehabilitation of accused persons or criminil of~~nders. It also
includes criminal identification activities; the collection,
storage, and dissemination of criminal history record
information; and criminal justice emplo)~ent.
1.02 Agency Coordinator (AC) - a staff member of the Contracting
Goverllment Agency, who manages the agreement between the
Contractor and agency.
1.03 Contracting Government Agency (CGA) - the government agency,
whether a Criminal Justice Agency or a Noncriminal Justice
Agency, which enters into an agreement with a private contractor
subject to this Security Addendum.
1.04 Contractor - a private business, organization or individual

which has entered into an agreement for the administration of
criminal justice with a Criminal Justice Agency or a Noncriminal
Justice Agency.
1.05 Control Terminal Agency (CTA)- a duly authorized state or
federal criminal justice agency with direct access to the
National Crime Information Center (NCIC) telecommunications
network providing statewide (or equivalent) service to its
criminal justice users with respect to the various systems
managed by the FBI CJIS Division.
1.06 Control Terminal Officer (CTO)- an individual located within
the CTA responsible for the administration of the CJIS network
for the CTA.
1.07 Criminal Justice Agency (CJA)- The courts, a governmental
agency, or any subunit of a governmental agency which performs
the administration of criminal justice pursuant to a statute or
executive order and which allocates a substantial part of its
annual budget to the administration of criminal justice.
State
and federal Inspectors General Offices are included.
1.08 Noncriminal Justice Agency (NCJA) - a governmental agency or
any subunit thereof that provides services primarily for purposes
other than the administration of criminal justice.
1.09 Noncriminal justice purpose - the uses Of criminal history
records for purposes authorized by federal or state law 'other
than purposes relating to the administration of criminal justice,
including employment suitability, licensing determinations,
immigration and naturalization matters, and national security
clearances.
1.10 Security.Addendum - a uniform addendum to an agreement
between the government agency and a private contractor, approved
by the Attorney General of the United States, which specifically
authorizes access to criminal history record information, limits
the use of the information to the purposes for which it is
provided, ensures the security and confidentiality of the
information consistent with existing regulations, provides for
sahctions, and contains such other provisions as the Attorney
General may require.
2.00 Responsibilities of the Contracting Government Agency
2.01 The eGA entering into an agreement with a Contractor is to
appoint an AC.
2.02 In instances in which responsibility for a criminal justice
system has been delegated by a CJA to a NCJA, which has in turn
entered into an agreement with a Contractor, the CJA is to
appoint an Agency Liaison to coordinate activities between the

CJA and the NCJA and Contractor. The Agency Liaison shall, inter
alia, monitor compliance with system security requirements.
In
instances in which the NCJA's authority is directly from the CTA,
there is no requirement for the appointment of an Agency Liaison.
2.03 The AC will be responsible for the supervision and integrity
of the system, training and continuing education of employees and
operators, scheduling of certification testing and all required
reports by NCIC.
2.04 The AC has the following responsibilities:
a

Understand the communications and records capabilities
and needs of the Contractor which is accessing federal
and state records through or because of its
relationship with the CGA;

b

Participate in related meetings and provide input and
.comments for system improvement;

c

Receive information from the CGA (e.g., system updates)
and disseminate it to appropriate Contractor employees;

d.

Maintain and update manuals applicable to the
effectuation of the agreement, and provide them to the
Contractor;

e

Maintain up-to-date records of employees of the
Contractor who access the system, including name, date
of birth, social security number, date fingerprint
card(s) submitted, date security clearance issued, and
date certified or recertified (if applicable);

f

Train or ensure the training of Contractor personnel.
If Contractor personnel access NCIC, schedule the
operators for a certification exam with the eTA staff.
Schedule new operators for the certification exam
within six (6) months of employment.
Schedule
certified operators for re-certification testing within
thirty (30) days prior to the expiration of
certification.
Schedule operators for any other
mandated class;

g.

The AC will not permit an un-certified employee of the
Contractor to access an NCIC terminal;

h

Where appropriate, ensure compliance by the Contractor
with NCIC validation requirements;

i.

Provide completed Applicant Fingerprint Cards on each
person within the Contractor who accesses the System to
the CJA (or, where appropriate, CTA) for criminal

background investigation prior to such employee
accessing the system; and
j.

Any other responsibility for the AC promulgated by the
FBI.

2.05 The CTA shall ensure that all NCIC hot file transactions and
Interstate Identification Index (III) transactions be maintained
on an automated log for a minimum of six months. This automated
log must identify the operator on III transactions, the agency
authorizing the transactions, the requester, and any secondary
recipient.
This information can be captured at log on and can be
a name, badge number, serial number, or other unique number.
3.00

Respo~sibilities

of the Contractor

3.01 The Contractor shall maintain a security program which

complies with this Security Addendum.
3.02 The Contractor shall assign a Security Officer accountable
for the management of this security program. This person shall
coordinate with the CGA to establish the security program.
3.03 The Contractor shall document the security program in a
Security Plan. The Security Plan shall describe the
implementation of the security requirements described in this
Security Addendum, the associated training program, and the
reporting guidelines for documenting and communicating security
violations to the CGA.
The Security Plan shall be subject to the
approval of the CJA, even in instances in which the CGA is the
NCJA.
3.04 The Contractor shall provide for a Security Training Program
for all Contractor personnel engaged in the management,
development, operation, and/or maintenance of criminal justice
systems and facilities.
Annual refresher training shall also be
provided.
3.05 The Contractor shall establish a security violation response
and reporting procedure to discover, investigate, document, and
report on all security violations. Violations which endanger the
security or integrity of the criminal justice system or records
located therein must be communicated to the CGA immediately.
Minor violations shall be reported to the CGA on a periodic
basis, but in no instance less than quarterly. See Section 8.01.
3.06 The Contractor1s facilities will be subject to unannounced
security inspections performed by the CGA. These facilities are
also subject to periodic FBI and state audits.
3.07 The security plan is subject to annual review by the CJA and
the Contractor. .During this review, provision will be made to

update the program in response to security violations, changes in
policies and standards, and/or changes in federal and state law
and technology.
3.08 The Contractor and its employees will comply with all
federal and state laws, rules, procedures and policies formally
adopted by the FBI and the CJIS APB, including those governing
criminal history record information.
4.00 Site security
4.01 The Contractor shall dedicate and maintain control of the
facilities, or areas of facilities that support the CGA.
l

4.02 All terminals physically or logically connected to the
computer system accessing NCIC and the criminal justice files
must be segregated and screened against unauthorized use or
observation.
5.00 System Integrity
5.01 Only employees of the Contractor, employees of CGA, the
Agency Liaison, and such other persons as may be granted
authorization by the CGA shall be permitted access to the system.
5.02 The Contractor shall maintain appropriate and reasonable
quality assurance procedures.
5.03 Access to the system shall be available only for official
purposes consistent with the appended Agreement.
Any
dissemination of NCIC data to authorized employees of the
Contractor is to be for their official purposes.
5.04 Information contained in or about the system will not be
provided to agencies other than the CGA or another entity which
is specifically designated in the contract.
5.05 All criminal history record
envisioned and authorized by the
up-to-date log concerning access
history record information shall
the Contractor.

information requests
appended Agreement.
and dissemination of
be maintained at all

must be
A current
criminal
times by

5.06 The Contractor will ensure that its inquiries of NCIC and
any subsequent dissemination conforms with applicable FBI/NCIC
policies and regulations as set forth in the NCIC Operating
Manual, NCIC and CJIS APB meeting minutes, and all relevant CJIS
security documents.
All disseminations will be considered as
"Unclassified, For Official Use Only."
l

5.07 The Contractor shal
persons gaining access t

protect against any unauthorized
the equipment any of the data, or the
I

operational documentation for the criminal justice information
system.
In no event shall copies of messages or criminal history
record information be disseminated other than as envisioned and
governed by the appended Agreement.
6.00 Personnel security
6.01 Appropriate background investigations must be conducted on
all Contractor employees and the Contractor's vendors which
provide system maintenance support.
6.02 Thorough background screening by the CGA is required.
This
investigation includes submission of a completed applicant
fingerprint card to the FBI through the state identification
bureau.
State and national record checks by fingerprint
identification must be conducted for all personnel who manage,
operate, develop, access and maintain criminal justice systems
and facilities.
Record checks must be completed prior to
employment.
6.03 When a request is received by the CTA before system access
is granted:
a.

The CGA on whose behalf the Contractor is retained must
check state and national arrest and fugitive files.
These checks are to be no less stringent than those
performed on CJA personnel with access to NCIC.

b

If a record of any kind is found, the CGA will be
formally notified, and system access will be delayed
pending review of the criminal history record
information.
The CGA will in turn notify the
Contractor-appointed Security Officer.

c.

When identification of the applicant with a criminal
history has been established by fingerprint comparison,
the CGA's designee will review the matter.
A
Contractor employee found to have a criminal record
consisting of any felony convictions or of misdemeanor
offenses which constitute a general disregard for the
law is disqualified. Applicants shall also be
disqualified on the basis on confirmations that arrest
warrants are outstanding for such applicants.

d

If an adverse employment determination is made,
access will be denied and the Contractor-appointed
Security Officer will be notified in writing of
the access denial. This applicant will not be
permitted to work on the contract with the CGA.
Disqualified employees and applicants for
employment shall be notified of the adverse
decisions and the impact that such records had on

decisions and the impact that such records had on
such decisions.
6.04 The investigation of the applicant's background shall also
include contacting of employers (past or present) and personal
references.
6.05 The Security Officer shall maintain a list of personnel who
successfully completed the background investigation.
6.06 The CGA will ensure that each Contractor employee receives
copy of the Security Addendum and executes an acknowledgment of
such receipt and the contents of the Security Addendum.
The
signed acknowledgments shall remain in the possession of the CGA
and availab~e for audit purposes.
6.07 The CGA shall ensure that each Contractor employee
authorized to access CJIS network terminals or information
provided therefrom is specially trained in the state and federal
laws and rules governing the security and integrity of criminal
justice information.
6.08 All visitors to sensitive areas of Contractor facilities
must be escorted at all times by a Contractor employee with
clearance.
Names of all visitors shall be recorded in a visitor
log, to include date and time of visit, name of visitor, purpose
of visit, name of person visiting, and date and time of
departure.
The visitor logs shall be maintained for five years
following the termination of the contract.
7.00 System Security
7.01 Transmission, processing, and storage of CJA information
shall be conducted on dedicated systems.
Increased reliance
should be placed on technical measures to support the ability to
identify and account for all activities on a system and to
preserve system integrity.
7.02 The system shall include the following technical security
measures
a

unique identification and authentication for all
interactive sessions;

b

if warranted by the nature of the contract, advanced
authentication techniques in the form of digital
signatures and certificates, biometric or encryption
for remote communications;

c

security audit capability for interactive sessions and
transaction based logging for message-based sessions;

this audit shall be enabled at the system
application level;
d

access control mechanisms to enable access to be
restricted by object (e.g., data set, volumes, files,
records) to include the ability to read, write, or
delete the objects;

e

ORI identification and access control restrictions for
message based access;

f

system and data integrity controls;

g.

access controls on communications devices

h.

confidentiality controls (e.g., partitioned drives
encryption, and object reuse) .

7.03 Data encryption shall be required throughout the network
passing through a shared public carrier network.
7.04 The Contractor-shall provide for the secure storage and
disposal of all hard copy and media associated with the system to
prevent access by unauthorized personnel.
7.05 The Contractor shall establish a prbcedure for sanitizing
all fixed storage media (e.g., disks, drives) at the completion
of the contract and/or before it is returned for maintenance,
disposal or reuse.
Sanitization procedures include overwriting
the media and/or degaussing the media.
If media cannot be
successfully sanitized it must be returned to the CGA or
destroyed.
8.00 Security violations
8.01 Consistent with Section 3.05, the Contractor agrees to
inform the CGA of system violations.
The Contractor further
agrees to immediately remove any employee from assignments
covered by this contract for security violations pending
investigation. Any violation of system discipline or operational
policies related to system discipline are grounds for
termination, which shall be immediately reported to the AC in
writing.
8.02 The CGA must report security violations to the CTO and the
Director, FBI, along with indications of actions taken by the CGA
and Contractor.
8.03 Security violations can justify termination of the appended
agreement.
8.04 Upon notification, the FBI reserves the right

a

Investigate or decline to investigate any report
of unauthorized use;

b.

Suspend or terminate access and services,
including the actual NCIC telecommunications link.
The FBI will provide the eTO with timely written
notice of the suspension. Access and services
will be reinstated only after satisfactory
assurances have been provided to the FBI by the
CJA and Contractor. Upon termination, the
Contractor's records containing criminal history
record information must be deleted or returned to
the CGA.

8.05 The FBl reserves the right to audit the Contractor's
operations and procedures at scheduled or unscheduled times.
The
FBI is authorized to perform a final audit of the Contractor's
systems after termination of the Security Addendum.
9.00 Miscellaneous provisions
9.01 This Security Addendum does not .confer, .grant, or authorize
any rights, privileges, or obligations on any persons other than
the Contractor, CGA, CJA (where applicable), CTA, and FBI.
9.02 The following documents are incorporated by reference and
made part of this agreement:
(al The III, NCIC, and Uniform
Crime Reporting Operating Manuals; (b) The Minutes of the CJIS
APB; (c) The Bylaws for the CJIS APB and CJIS Working Groups; (d)
Title 28, Code of Federal Regulations, Part 20; (e) The NCIC
Security Policy (including all concepts of NCIC Computerized
Criminal History Program Background, Concept and Policy)j (f) The
Recommended Voluntary Standards for Improving the Quality of
Criminal History Record Information, NCIC Standards~ and UCR
Standards, as recommended by the CJIS APB; and (g) Applicable
federal and state laws and regulations.
9.03 The terms set forth in this document do not constitute the
sole understanding by and between the parties hereto; rather they
provide a minimum basis for the security of the system and it is
understood that there may be terms and conditions of the appended
Agreement which impose more stringent requirements upon the
Contractor.
9.04 This Security Addendum may only be modified by the FBI, and
may not be modified by the parties to the appended Agreement
without the consent of the FBI.
9.05 All notices and correspondence shal
Class mail to :

13

be forwarded by First

FEDERAL BUREAU OF INVESTIGATION

CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM

CERTIFICATION
I hereby certify that I have read and am familiar with the
contents of this Security Addendum, including relevant portions
of the underlying documents, including but not limited to the
III, NCIC, and UCR Operating Manuals; relevant Minutes of the
CJIS Advisory Policy Boardj Bylaws for the CJIS Advisory Board
and CJIS Working Groups; Title 28, Code of Federal Regulations,
Part 20j NCIC Security Policy; Recommended Voluntary Standards
For Improving the Quality and Criminal History Record
Information; NCIC and VCR Standardsj as well as applicable
federal or state laws and regulations regarding dissemination of
criminal history records for criminal and noncriminal justice
purposes.

Signature of Contractor Representative

Organization and Title

I acknowledge that I have read this Security Addendum and
understand its contents.

Signature of Contractor Employee

Date

Assistant Director
Criminal Justice Information Services Division, FBI
1000 Cust~r Hollow Road
Clarksburg, West Virginia 26306

Exhibit D

Daily Liquidated Damages Schedule

EXHIBIT 0
Liquidated Damages Schedule
Liquidated damages will be calculated in accordance with the following formula:
V x B x $25.00 where
V = Relative value of Service Area
B = Relative value of the Breach
Service Area 1 - Value = 5: Inmate Classification, Custody and Movement, Access to Courts,
Disciplinary Procedures, Inmate Relations, Sentence Reduction Credits, Sentence Computation,
Inmate Records:
Contractor Breach:
Failure of Staff
Failure to Document
Failure to Report
Failure to Comply with Other
Applicable Standards

B

5
4

3
5

Service Area 2 - Value = 4: General Administration, Personnel and Training, Security and Control,
Use of Force, Heafth/MedicaljMental Health/Dental, Inmate Work and Education, Transportation,
Inmate Drug Testing:
Contractor Breach:

B

Failure of Staff
Failure to Document
Failure to Report
Failure to Comply with Other
Applicable Standards

5
3
2
5

Service Area 3 - Value = 3: Equipment, Supplies and Perishables, Sanitation and Hygiene, Facility
Management, Maintenance, and Utilities:
Contractor Breach:
Failure of Staff
Failure to Document
Failure to Report
Failure to Comply with Other
Applicable Standards

B

4
2
1
4

Service Area 4 - Value = 2: Personal Property, Visitation, Food Service, Laundry and Clothing,
Recreation, Library, Commissary, Religious Services, Volunteer Services, Released Inmates,
Telephone and Correspondence, Inmate Trust Fund, Community Relations, and other requirements
of the Standards:O
Contractor Breach:
Failure of Staff
Failure to Document
Failure to Report
Failure to Comply with Other
Applicable Standards

B

4
1
1
4

Exhibit E

State's Maximum Liability

Whiteville Correctional Facility - Contract effective 10-16-02
State's Maximum Liability
FY 02-03

Oct. 16 to Oct. 31, 2002
Nov. 1 to Nov.30, 2002
Dec. 1 to Dec. 31, 2002
Jan. 1 to Jan. 31,2003
Feb. 1 10 Feb. 28, 2003
Mar. 1 to Mar. 31, 2003
Apr. 1 to Apr. 30, 2003
May 1 to May 31, 2003
JUlle 1 to June 30, 2003

Beds
Available
175
175
218
218
150
200
200
200

Total
Population
175
350
568
786
936
1136
1336
1536
1536

Days

16
30
31
31
28
31
30
31
30
258

Per Diem Payment
Rent
Misc. Medical (@ $200,000.00/ yr.)
Misc. Travel ( @ $50,000.00/ yr.)
Total FY 02-03

8,345,407.14
1,361,210.36
141,400.00
35,400.00
9,883,417.50

Inmate
Days
Available
2800
10500
17608
24366
26208
35216
40080
47616
46080

Actual
Days
Used
1400
7875
14229
20987
24108
32116
37080
44516
46080

Per Diem@
$36.54
51,156.00
287,752.50
519,927.66
766,864.98
880,906.32
1,173,518.64
1,354,903.20
1,626,614.64
1,683,763.20

Rent@
$5.96
8,344.00
46,935.00
84,804.84
125,082.52
143,683.68
191,41136
220,996.80
265,315.36
274,63680

228391

8,345,407.14

1,361,210.36

m

><

:t
~

FY 03-04

t'a

~

Per Diem Payment 36.54+2.8%
Rent 366 days
Misc. Medical (@ $200,000.00/ yr.)
Misc. Travel ( @ $50,000.00/ yr.)
Total FY 03-04

21,117,084.55
3,350,568.96
200,000.00
50,000.00
24,717,653.51

FY 04-05
Per Diem Payment 36.54+2.8%+2.8%
Rent 365 days
Misc. Medical (@ $200,000.00/ yr.)
Misc. Travel ( @ $50,000.00/ yr.)
Total FY 04-05

21,649,050.45
3,341,414.40
200,000.00
50,000.00
25,240,464.85

FY 05-06 (9-30-06)
Per Diem Payment 36.54+2.8%+2.8%+2.8'
Rent 92 days
Misc. Medical (@ $200,000.00/ yr.)
Misc. Travel ( @ $50,000.00/ yr.)
Total FY 05-06

5,609,535.88
842,219.52
49,900.00
12,500.00
6,514,155.40

-i

m

RFS NO.: 329.04-072

AMENDMENT ONE
TO CONTRACT GU-03-03018-00

This CONTRACT, by and between the State of Tennessee, DEPARTMENT OF CORRECTION,
hereinafter referred to as the State, and HARDEMAN COUNTY, hereinafter referred to as the
CONTRACTOR, is hereby amended as follows:
1.

Delete Section 2.1 in its entirety and insert the following in its place:
Section 2.1. Term. This Contract is effective October 1,2002 and continues until
September 30, 2006.

2.

Delete Section 13.24 in its entirety and insert the following in its place:
Section 13.24.
Maximum Liability.
Not withstanding any provision contained
herein to the contrary, in no event shall the maximum liability to the State exceed:
Year 1

9,884,000

Year 2 24,718,000
Year 3 25,241,000
Year 4 25,543,500
Year 5

6,672,100

The other terms and conditions of this CONTRACT not amended hereby shall remain in full
force and effect.

IN WITNESS WHEREOF:

DEPARTMENT OF CORRECTION:

~mmisSioner
Hardeman County 329.04-072 Amend 1 to GU-03-03018-00

Date

RFS NO.: 329.04-072

APPROVED:
DEPARTMENT OF FINANCE AND ADMINISTRATION:

MAR 3 0 2005
M. D. Goetz,

.,

ommlssloner

John G. Morgan,· Comptroller of th Treasury

Hardeman County 329.04-072 Amend 1 to GU-03-03018-00

Date

Date

2

RFS NO.: 329.04-072

AMENDMENT TWO
TO CONTRACT GU·03·03018·00

This CONTRACT, by and between the State of Tennessee, DEPARTMENT OF CORRECTION,
hereinafter referred to as the State, and HARDEMAN COUNTY, hereinafter referred to as the
CONTRACTOR, is hereby amended as follows:
1

Delete Section 2.1 in its entirety and insert the following in its place:
Section 2.1. Term. This Contract is effective October 1, 2002 and continues until
September 30,2007.

2.

Delete Section 13.24 in its entirety and insert the following in its place:
Section 13.24.
Maximum Liability.
Not withstanding any provision contained
herein to the contrary, in no event shall the maximum liability to the State exceed:
Year 1

9,884,000

Year 2

24,718,000

Year 3 25,241,000
Year 4

25,543,500

Year 5

33,304,362

The other terms and conditions of this CONTRACT not amended hereby shall remain in full
force and effect.

IN WITNESS WHEREOF:

Don Cliffl,

co~

'1-10 -0 0J

DEPARTMENT OF CORRECTION:

(
r

•

~Yittr=-.
- =_
-_
I
rto~:

\'J

Hardeman County 329.04-072 Amend 2 to GU-03-03018-00.doc

~'3:I1A tv
Dat7

I

I> (p

RFS NO.: 329.04-072

APPROVED:
DEPARTMENT OF FINANCE AND ADMINISTRATION:

John G. M

Hardeman County 329.04-072 Amend 2 to GU-03-03018-00.doc

Date

2

RFS 329.04-072

AMENDMENT THREE
TO CONTRACT GU-03·030'18-00

This contmct. by and between the State of Tennessee, Department of Correction, hereinafter refelTed to
as the State, and Hardeman County, hereinafter referred to as the Contractor, is hereby amended as
follows:
1.

Delete Section 2.1 in its entirety and insert the following in its place:

Section 2.1. Term. This Contract is effective October 1,2002 and continues
until September 30, 2008.
2.

Delete Section 13.24 in its entirety and insert the following in its place:

Section 13.24. Maximum Liability. Not withstanding any provision contained
herein to tile contr'ary, 'In no event shall the maximum liability to tile State exceed:

!

Year 1

9,884,000

Year2

24,718,000

Year3

25,241,000

,Year4

25,543,500

Year 5

26,471,662

Year' 6

33,966,600

The other' terms an,d, conditions of this contract not amendecl hereby shall remain in full fOl'c\3 anel effect.
IN WITNESS WHEREOF:

DATE

lii" LLJ;~

;;:

~~t<. - CD~ '"''I M A-Y~

PRINTED NAME AND TITLE OF CtNTRACTOR SIGNATORY

DEPARTMENT OF C
".',

DATE

1

-----------------

RFS 329.04-072

APPROVED:
DEPARTMENT OF FINANCE AND ADMINISTRATION:

I

cfd:LLG;T~EAS~

y _3 - 6l

John G. Mo'gan.!:;ompt'OIlJ-T-h-e-T-re-a-su-r-Y------O-A-T-E-----------

'F

2

RFS 329.04-072

AMENDMENT FOUR
TO CONTRACT GU-03-03018-00

This Contract Amendment is made and entered by and between the State of Tennessee, Department of
Correction, hereinafter referred to as the "State" and Hardeman County, hereinafter referred to as the
"Contractor." It is mutually understood and agreed by and between said, undersigned contracting parties
that the subject Contract is hereby amended as follows:
1.

The text of Contract Section 2.1 is deleted in its entirety and replaced with the following:
Section 2.1. Term. This Contract is effective October 1, 2002 and continues
until September 30, 2009.

2.

The text of Contract Section 13.24 is deleted in its entirety and replaced with the following:
Section 13.24. Maximum Liability. Not withstanding any provision contained
herein to the contrary, in no event shall the maximum liability to the State exceed:
Year 1

$9,884,000

Year 2

$24,718,000

Year 3

$25,241,000

Year 4

$25.543,500

Year 5

$26,471,662

Year 6

$27,146,057

Year 7

$34,721,000

The revisions set forth herein shall be effective October 1, 2008. All other terms and conditions not
expressly amended herein shall remain in full force and effect.
IN WITNESS WHEREOF:

HARZAN. C.OUNTY:

/L.W~ 4 C~~:- ---L~
7

,

. .....

CONTRACTOR SIGNATU

11- (cl-- () 6
DATE

PRINTED NAME AND TIT E OF CONTRACTOR SIGNATOR

DEPARTMENT OF CORRECTION:

Q.;.

!1?U\k·i~

.~

1

RFS 329.04-072

DATE

George M. Little, Commissioner

APPROVED:
DEPARTMENT OF FINANCE AND ADMINISTRATION:

DATE

COMPTRO~r:E

John G. Morgan, Comptroller Of The

ll\

~ I,. . .I.Q,L.JK>oL-

TrJ-rY------DA-T-E-~...L~

&;.SUZ{

---

_

2

RESOLUTION
WHEREAS, the State of Tennessee has proposed Amendment 4 and
Amendment 5 to the Incarcertaion Agreement between the State of Tennessee,
Department of Correction and Hardeman County, for the Whiteville Correctional Facility;
and
WHEREAS, the Amendments extend the term of the Contract for one year
and provide that the State of Tennessee may renew the Contract for one additional
year; and
WHEREAS, Corrections Corporation of America recommends that the
Amendments be approved;
NOW, THEREFORE, BE IT RESOLVED that Amendment 4 and
Amendment 5, copies of which are attached, are hereby approved.
ADOPTED and approved lhis

1c:..tfday of

Q

Glober,2008.

1';

/

lEE. SPENCER
Hardeman County Mayor
ATTEST:

1~1)lf}i.6
It.. .. ~ J
I

i.-_L,\

10/28/08

T~E

141006

COliNTY EXEC

11:12 FAX i316585i21

RFS 329,04-072

AMENDMENT FIVE
TO CONTRACT GU-03-03018-00
This Contract Amendment is made and entered by and between the State of Tennessee, Department of
Correction, hereinafter referred to as the "State" and Hardeman County, hereinafter referred to as the
"Contractor," It is mutually understood and agreed by and between said, undersigned contracting parties
that the subject Contract is hereby amended as follows:
1. The text of Contract Section 2.2 is deleted in its entirety and replaced with the following:

Section 2.2. Renewals. The State shall have the option to renew this Contract upon the
same terms and conditions for one (1) one (1) year term; provided, however, that such option to
renew may be exercised only if, at the time of the exercise of the option, the Commissioner, in
the Commissioner's sole discretion, determines that the available facilities and institutions of the
Department are overcrowded, The State may exercise its option to renew by giving Hardeman
County 180 days advance written notice of its intent to renew. If Hardeman County does not
receive notice of the State's intent to renew 180 days in advance, it shall notify the
Commissioner of Correction and the Commissioner of Finance and Administration of that fact by
certified mail and the State shall have an additional 30 days from receipt of such notice within
which to exercise its option to renew.

The revisions set forth herein shall be effective October 1,2008. All other terms and conditions not
expressly amended herein shall remain in full force and effect.

IN WITNESS WH ERI::OF:
HARDEMAN COUNTY:
/

DATE

PRINTED NAME AND TITL

OF CONTRACTOR SIGNATORY

DEPARTMENT OF CORRECTION:

1'2 ....

'1 I - o'f>

DATE

APPROVED:
DEF'ARTMENT OF FINANCE AND ADMINISTRATION:

1

10/28/08

TUE 11:13 FAX i316585i21

COUNTY EXEC

RFS 329.04-072

M.

~~.~,.iZtf;+/-4L-------;~f-f-E~()/ . .o -q-------

COMPTROLLER OF TH

2

RFS 329.04-072

AMENDMENT SIX
TO CONTRACT GU-03-o301S-o0
This Contract Amendment is made and entered by and between the State of Tennessee, Department of
Correction, hereinafter referred to as the "State" and Hardeman County, hereinafter referred to as the
"Contractor." It is mutually understood and agreed by and between said, undersigned contracting parties
that the subject Contract is hereby amended as follows:
The text of Contract Section 9.2.(b) is deleted in its entirety and replaced with the following:
(b) The approved staffing pattern shall be maintained with the positions filled. Unless otherwise
approved in writing by the Commissioner with regard to a particular position, security staff
vacancies, and all other vacancies shall be filled in forty-five (45) days; provided, however, that
during the period of any vacancy, the services associated with said position shall be provided by
Hardeman County unless the Commissioner has agreed in writing to the contrary with a reduction
in the per diem rate as defined in Section 6.6. A position shall not be considered vacant if the staff
person is absent from the Facility under the FMLA, work comp, USERRA or due to jury duty;
provided, however, that during the period of any such absence, the services associated with said
position shall be provided by Hardeman County unless the Commissioner has agreed in writing to
the contrary with a reduction in the per diem rate as defined in Section 6.6. A pattern of transfers
of staff between the Whiteville Facility and the Hardeman County Facility and/or shifting of staff
between positions at the Facility for the purpose of satisfying the time period for filling vacancies
shall not occur.
The revisions set forth herein shall be effective May 1, 2009. All other terms and conditions not expressly
amended herein shall remain in full force and effect.
IN WITNESS WHEREOF:

HARDEMAN

COUNTY~

/
April 21, 2009
DATE

WILLIE E. SPENCER, HARDEMAN COUNTY MAYOR
PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY

ATTE~
DEPARTMENT OF CORRECTION'
(

APPROVED:

JERRY AIlIlSTRONG. COUNTY COURT CLERK

RFS 329.04-072

DEPARTMENT OF FINANCE AND ADMINISTRATION

M. D. Goetz, Jr., Commissioner

DATE

COMPTROLLER OF THE TREASURY:

Justin P. Wilson, Comptroller Of The Treasury

DATE

2