Contract Information: High Risk Contract Sexual Harassment Training Required (Per

DocuSign Envelope ID: 440BD1E0-B238-4F7F-B81B-FBA84B6D20C9
Contract Abstract A Matter #:A-44485
Contract Information
Contract & Solicitation Title: Operation and Management of Juvenile Detention Center
Contract Summary: Contractor agrees to operation and management services of the Juvenile Detention
Facility as outlined in Exhibit B (Scope of Services) using the pricing in Exhibit A.
Contract Number: 6516822 Solicitation Number: N/A Requisition Number: E2022051
Replaces Expiring Contract? (Enter “No” or Expiring Contract No.): 6485978
Type of Contract/PO: IDIQ Contract Requires Council Legislation: No
High Risk Contract (Per Finance Department Contract Risk Management Policy): Yes
Sexual Harassment Training Required (per BL2018‐1281): Yes
Estimated Start Date: 07/01/2022 Estimated Expiration Date: 12/31/2023 Contract Term: 18 Months
Estimated Contract Life Value: $9,634,291.00 Fund:* 10101 BU:* 26111910
(*Depending on contract terms, actual expenses may hit across various departmental BUs and Funds at PO Levels)
Payment Terms: Net 30 Selection Method: Emergency
Procurement Staff: Terri Ray BAO Staff: Christopher Wood
Procuring Department: Juvenile Court Department(s) Served: Juvenile Court

Prime Contractor Information
Prime Contracting Firm: Rite of Passage, Inc ISN#: 1003266
Address: 2560 Business Parkway, Ste A City: Minden State: NV Zip: 89423
(select/check
Prime Contractor is a Uncertified/Unapproved : SBE SDV MBE WBE LGBTBE if applicable)
Prime Company Contact: Rusty Alexander Email Address: [email protected] Phone #: 775‐392‐2639
Prime Contractor Signatory: Carolyn Jenkins‐Bower Email Address: [email protected]

Disadvantaged Business Participation for Entire Contract
Small Business and Service Disabled Veteran Business Program: SBE/SDV Participation
Amount: N/A Percent, if applicable: 1.00%
Equal Business Opportunity (EBO) Program: M/WBE Participation
MBE Amount: N/A MBE Percent, if applicable: 1.02%
WBE Amount: N/A WBE Percent, if applicable: 1.00%
Federal Disadvantaged Business Enterprise: No
Amount: N/A Percent, if applicable: N/A
Note: Amounts and/or percentages are not exclusive.
B2GNow (Contract Compliance Monitoring): Yes
Summary of Offer
Offeror Name Disadv. Bus. Score Evaluated Cost Result
(Check if applicable) (RFQ Only)
Rite of Passage, Inc N/A N/A Approved Emergency Justification
Select from the Following:
Select from the Following:
Revised 02/08/2022

Contract Purchase Agreement 6516822
Terms and Conditions
1. GOODS AND SERVICES CONTRACT
1.1. Heading
This contract is initiated by and between The Metropolitan Government of Nashville and Davidson County
(METRO) and Rite of Passage, Inc (CONTRACTOR) located at 2560 Business Parkway, Ste A, Minden, NV 89423,
as the result of an approved emergency justification (made part of this contract by reference). This Contract consists of
the following documents:
● Any properly executed contract amendment (most recent with first priority),
● This document, including exhibits,
● Exhibit A - Pricing
● Exhibit B - Tasks Details
● Exhibit C - MISA Terms and Conditions
● Exhibit D - Affidavits
● Purchase Orders (and PO Changes),
● Equal Business Opportunity (EBO) Program forms (incorporated by reference).
In the event of conflicting provisions, all documents shall be construed in the order listed above.
2. THE PARTIES HEREBY AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
2.1. Duties and Responsibilities

CONTRACTOR agrees to assume possession, operation and management services of the Juvenile Detention
Facility (the “Facility”), located at 100 Woodland Street, Nashville, Tennessee (Premises) as outlined in Exhibit B
(Scope of Services) using the pricing in Exhibit A.
2.2 Premises
METRO and CONTRACTOR shall schedule a walk-through to assess the condition of the Premises prior to the Service
Commencement Date or as soon as reasonably possible and shall identify repairs and replacements required to
ensure safe and functional conditions. The final mutually agreed upon repairs list is included as part of this contract
by reference. METRO agrees to assume responsibility for repair of all items as agreed by both parties as needing
repair or replacement. Metro shall make all reasonable efforts to accomplish identified repairs within thirty (30) days
and will cause such repairs to be accomplished as soon as reasonably possible. If repairs or replacements cannot be
effected within thirty (30) days of Service Commencement and shall deliver Possession of the Facility to
CONTRACTOR in good repair and condition with all systems in good working order, at METRO’s expense. As
mutually agreed and approved by METRO, CONTRACTOR may initiate and satisfy identified repairs and
replacements. Any expenses incurred by CONTRACTOR related to such repairs and replacements shall be
reimbursed by METRO within thirty (30) days of CONTRACTOR’S submission or written invoices and receipts for
reimbursement.
2.3 Delivery and/or Installation.

All deliveries (if provided by the performance of this Contract) are F.O.B. Destination, Prepaid by Supplier, Inside
Delivery, as defined by METRO.
METRO assumes no liability for any goods delivered without a purchase order. All deliveries shall be made as defined
in the solicitation or purchase order and by the date specified on the purchase order.
Installation, if required by the solicitation and/or purchase order shall be completed by the date specified on the purchase
order.
Page 1 of 12
3. CONTRACT TERM
3.1. Contract Term

The Contract Term will begin on the date this Contract is approved by all required parties and filed in the Metropolitan
Clerk's Office, with the Service Commencement Date on July 1, 2022. The contract term will begin on July 1, 2022
(service commencement date) once this contract is approved by all required parties and filed in the Metropolitan Clerk’s
Office. The Contract Term will end eighteen (18) months from the service commencement date.
This Contract may be extended by letter signed by the Purchasing Agent. The option to extend may be exercised
by and at the discretion of the Purchasing Agent. However, in no event shall the term of this Contract exceed sixty
(60) months from the date of filing with the Metropolitan Clerk's Office.
4. COMPENSATION
4.1. Contract Value

This Contract has an estimated value of $9,634,291.00. The pricing details are included in Exhibit A, including a
bed guarantee, and are made a part of this Contract by reference. CONTRACTOR shall be paid as work is
completed and METRO is accordingly, invoiced.
4.2. Other Fees

There will be no other charges or fees for the performance of this Contract. METRO will make reasonable efforts to
make payments within 30 days of receipt of invoice but in any event shall make payment within 60 days. METRO
will make reasonable efforts to make payments to Small Businesses within 15 days of receipt of invoice but in any
event shall make payment within 60 days.
4.3. Payment Methodology

Payment in accordance with the terms and conditions of this Contract shall constitute the entire compensation
due CONTRACTOR for all goods and/or services provided under this Contract.
METRO will compensate CONTRACTOR in accordance with Exhibit A of this Contract. Subject to these
payment terms and conditions, CONTRACTOR shall be paid for delivered/performed products and/or
services properly authorized by METRO in accordance with this Contract. Compensation shall be based upon
the provision of the products and/or services as defined in Exhibit B, Scope of Services.
4.4. Escalation/De-escalation
This Contract is not eligible for annual escalation/de-escalation adjustments unless otherwise amended after the
initial 18-month contract term.
4.5. Electronic Payment

All payments shall be effectuated by ACH (Automated Clearing House).
4.6. Invoicing Requirements

CONTRACTOR shall submit invoices for payment in a format acceptable to METRO and shall submit invoices
no more frequently than monthly for satisfactorily and accurately performed services. CONTRACTOR shall be
paid as work is completed and invoices are approved by METRO. Invoices shall detail this Contract Number
accompanied by any necessary supporting documentation as required by METRO. CONTRACTOR shall submit all
invoices no later than ninety (90) days after the services have been delivered/performed.
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Payment of an invoice by METRO shall not waive METRO’s rights of revocation of acceptance due to material non-
conformity with specific contract terms.
4.7. Subcontractor/Subconsultant Payments

When payment is received from METRO, CONTRACTOR shall within fourteen (14) calendar days pay all
subcontractors, subconsultants, laborers, and suppliers the amounts they are due for the work covered by such payment.
In the event METRO becomes informed that CONTRACTOR has not paid a subcontractor, subconsultant, laborer, or
supplier as provided herein, METRO shall have the right, but not the duty, to issue future checks and payments to
CONTRACTOR of amounts otherwise due hereunder naming CONTRACTOR and any such subcontractor,
subconsultant, laborer, or supplier as joint payees. Such joint check procedure, if employed by METRO, shall create
no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not
be deemed to commit METRO to repeat the procedure in the future. If persistent, this may be determined to be a
material breach of this Contract.
5. TERMINATION
5.1. Breach
Should CONTRACTOR fail to fulfill in a timely and proper manner its obligations under this Contract or if it should
violate any of the material terms of this Contract, METRO shall identify the breach and CONTRACTOR shall cure the
performance within thirty (30) days written notice and an opportunity to cure the performance or to commence the cure
and pursue completion within a reasonable time. If CONTRACTOR fails to satisfactorily cure the breach, METRO
may initiate a sixty (60) day written notice to terminate this Contract, pursuant to Section 5.3. Such termination shall
not relieve CONTRACTOR of any liability to METRO for damages sustained by virtue of any breach by
CONTRACTOR.
5.2. Lack of Funding

Should funding for this Contract be discontinued, METRO shall have the right to terminate this Contract immediately
upon written notice to CONTRACTOR.
5.3. Notice
METRO may terminate this Contract at any time upon sixty (60) days written notice to CONTRACTOR. Should
METRO terminate this Contract, CONTRACTOR shall immediately enter into a transition period with the successor
contractor to ensure continuity of services. METRO shall pay CONTRACTOR the amount due as specified in this
Contract and corresponding exhibits.
6. NONDISCRIMINATION
6.1. METRO's Nondiscrimination Policy
It is the policy of METRO not to discriminate on the basis of race, creed, color, national origin, age, sex, or disability
in its hiring and employment practices, or in admission to, access to, or operation of its programs, services, and activities.
6.2. Nondiscrimination Requirement

No person shall be excluded from participation in, be denied benefits of, be discriminated against in the admission or
access to, or be discriminated against in treatment or employment in METRO's contracted programs or activities, on the
grounds of race, creed, color, national origin, age, sex, disability, or any other classification protected by federal or
Tennessee State Constitutional or statutory law; nor shall they be excluded from participation in, be denied benefits of,
or be otherwise subjected to discrimination in the performance of contracts with METRO or in the employment
practices of METRO's CONTRACTORs. CONTRACTOR certifies and warrants that it will comply with this
Page 3 of 12
nondiscrimination requirement. Accordingly, all offerors entering into contracts with METRO shall, upon request,
be required to show proof of such nondiscrimination and to post in conspicuous places that are available to all
employees and applicants, notices of nondiscrimination.
6.3. Equal Business Opportunity (EBO) Program Requirement
The consideration and contact of minority-owned and/or woman-owned business enterprises is required for a
responsive offer to most solicitations. The provision of the Equal Business Opportunity (EBO) Program documents
shall be part of each applicable solicitation response and incorporated herein by reference. CONTRACTOR agrees to
comply with the Equal Business Opportunity (EBO) Program, if applicable, in the execution of this Contract.
6.4. Covenant of Nondiscrimination

All offerors have committed to the Covenant of Nondiscrimination when registering with METRO to do business. To
review this document, go to METRO's website.
6.5. Americans with Disabilities Act (ADA)

METRO assures CONTRACTOR the Juvenile Detention Facility is ADA compliant based on the 2010 ADA Standards
for Accessible design, enacted by Law March 15, 2012, as has been adopted by METRO. CONTRACTOR
assures METRO that all services provided shall be completed in full compliance with the Americans with
Disabilities Act. CONTRACTOR will ensure that participants with disabilities will have communication access that
is equally effective as that provided to people without disabilities. Information shall be made available in accessible
formats, and auxiliary aids and services shall be provided upon the reasonable request of a qualified person with a
disability.
7. INSURANCE
7.1. Proof of Insurance

During the term of this Contract, for any and all awards, CONTRACTOR shall, at its sole expense, obtain and maintain
in full force and effect for the duration of this Contract, including any extension(s), the types and amounts of insurance
identified below. Proof of insurance shall be required naming METRO as additional insured and identifying either the
project name or Contract number on the ACORD document.
7.2. Automobile Liability Insurance

In the amount of one million ($1,000,000.00) dollars (if CONTRACTOR will be coming on Metro Property or making
on-site deliveries).
7.3. General Liability Insurance

In the amount of one million ($1,000,000.00) dollars.
7.4. Worker's Compensation Insurance (if applicable)

CONTRACTOR shall maintain workers' compensation insurance with statutory limits required by the State of
Tennessee or other applicable laws and Employer's Liability Insurance with limits of no less than one hundred thousand
($100,000.00) dollars, as required by the laws of Tennessee (Not required for companies with fewer than five
(5) employees).
7.5. Abuse and Molestation Insurance

Abuse and molestation Insurance in the amount of one million ($1,000,000.00) dollars.
Page 4 of 12
7.6. Cyber Liability Insurance
Cyber Liability Insurance in the amount of two million ($2,000,000.00) dollars (for companies that have access to
personal information (SSN's Addresses of employees, customers or students)).
7.7. Professional Liability Insurance

Professional Liability Insurance in the amount of one million ($1,000,000.00) dollars.
7.8. Such insurance shall:

Contain or be endorsed to contain a provision that includes METRO, its officials, officers, employees, and
volunteers as additional insureds with respect to liability arising out of work or operations performed by or
on behalf of CONTRACTOR including materials, parts, or equipment furnished in connection with such work or
operations. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed
insureds.
For any claims related to this Contract, CONTRACTOR's insurance coverage shall be primary insurance with
respects to METRO, its officers, officials, employees, and volunteers. Any insurance or self-insurance programs
covering METRO, its officials, officers, employees, and volunteers shall be in excess of CONTRACTOR's
insurance and shall not contribute with it.
Automotive Liability insurance shall include vehicles owned, hired, and/or non-owned. Said insurance shall include
coverage for loading and unloading hazards. Insurance shall contain or be endorsed to contain a provision that
includes METRO, its officials, officers, employees, and volunteers as additional insureds with respect to liability
arising out of automobiles owned, leased, hired, or borrowed by or on behalf of CONTRACTOR.
CONTRACTOR shall maintain Workers' Compensation insurance (if applicable) with statutory limits as required by
the State of Tennessee or other applicable laws and Employers' Liability insurance. CONTRACTOR shall require each
of its subcontractors to provide Workers' Compensation for all of the latter's employees to be engaged in such
work unless such employees are covered by CONTRACTOR's Workers' Compensation insurance coverage.
7.9. Other Insurance Requirements

Prior to commencement of services, CONTRACTOR shall furnish METRO with original certificates and
amendatory endorsements effecting coverage required by this section and provide that such insurance shall not be
cancelled, allowed to expire, or be materially reduced in coverage except on 30 days' prior written notice to:
[email protected] (preferred method)
OR
DEPARTMENT OF FINANCE
PROCUREMENT DIVISION
730 2ND AVE SOUTH, STE 101
P.O. BOX 196300
NASHVILLE, TN 37219-6300
Provide certified copies of endorsements and policies if requested by METRO in lieu of or in addition to certificates of
insurance.
Replace certificates, policies, and/or endorsements for any such insurance expiring prior to completion of services.
Maintain such insurance from the time services commence until services are completed. Failure to maintain or renew
coverage and to provide evidence of renewal may be treated by METRO as a material breach of this Contract.
Said insurance shall be with an insurer licensed to do business in Tennessee and having A.M. Best Company ratings of
no less than A-. Modification of this standard may be considered upon appeal to the METRO Director of Risk
Management Services.
Require all subcontractors to maintain during the term of this Contract, Commercial General Liability insurance,
Business Automobile Liability insurance, and Worker's Compensation/ Employers Liability insurance (unless
subcontractor's employees are covered by CONTRACTOR's insurance) in the same manner as specified for
CONTRACTOR. CONTRACTOR shall require subcontractor's to have all necessary insurance and maintain the
subcontractor's certificates of insurance.
Page 5 of 12
Any deductibles and/or self-insured retentions greater than $10,000.00 must be disclosed to and approved by METRO
prior to the commencement of services.
If CONTRACTOR has or obtains primary and excess policy(ies), there shall be no gap between the limits of the primary
policy and the deductible features of the excess policies.
8. GENERAL TERMS AND CONDITONS
8.1. Taxes
METRO shall not be responsible for any taxes that are imposed on CONTRACTOR. Furthermore, CONTRACTOR
understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to METRO.
8.2. Warranty
As applicable, CONTRACTOR warrants that for a period of one year from date of delivery and/or installation,
whichever is later, the goods provided, including software, shall be free of any defects that interfere with or prohibit
the use of the goods for the purposes for which they were obtained.
During the warranty period, METRO may, at its option, request that CONTRACTOR repair or replace any defective
goods, by written notice to CONTRACTOR. In that event, CONTRACTOR shall repair or replace the defective goods,
as required by METRO, at CONTRACTOR's expense, within thirty (30) days of written notice.
Alternatively, METRO may return the defective goods, at CONTRACTOR's expense, for a full refund. Exercise of
either option shall not relieve CONTRACTOR of any liability to METRO for damages sustained by virtue of
CONTRACTOR's breach of warranty.
8.3. Software License

As applicable, CONTRACTOR warrants and represents that it is the owner of or otherwise has the right to and does
hereby grant METRO a license to use any software provided for the purposes for which the software was obtained or
proprietary material set forth in METRO's solicitation and/or CONTRACTOR's response to the solicitation.
8.4. Confidentiality
Tennessee Code Annotated § 10-7-504(i) specifies that information which would allow a person to obtain unauthorized
access to confidential information or to government property shall be maintained as confidential. "Government
property" includes electronic information processing systems, telecommunication systems, or other communications
systems of a governmental entity subject to this chapter. Such records include: (A) Plans, security codes, passwords,
combinations, or computer programs used to protect electronic information and government property; (B) Information
that would identify those areas of structural or operational vulnerability that would permit unlawful disruption to, or
interference with, the services provided by a governmental entity; and (C) Information that could be used to disrupt,
interfere with, or gain unauthorized access to electronic information or government property.
The foregoing listing is not intended to be comprehensive, and any information which METRO marks or otherwise
designates as anything other than "Public Information" will be deemed and treated as sensitive information, which is
defined as any information not specifically labeled as "Public Information". Information which qualifies as "sensitive
information" may be presented in oral, written, graphic, and/or machine-readable formats. Regardless of presentation
format, such information will be deemed and treated as sensitive information.
CONTRACTOR, and its Agents, for METRO, may have access to sensitive information. CONTRACTOR, and its
Agents, are required to maintain such information in a manner appropriate to its level of sensitivity. All sensitive
information must be secured at all times including, but not limited to, the secured destruction of any written or electronic
information no longer needed. The unauthorized access, modification, deletion, or disclosure of any METRO
information may compromise the integrity and security of METRO, violate individual rights of privacy, and/or
constitute a criminal act.
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Upon the request of METRO, CONTRACTOR shall return all information in whatever form in a format chosen by
METRO. In the event of any disclosure or threatened disclosure of METRO information, METRO is further authorized
and entitled to immediately seek and obtain injunctive or other similar relief against CONTRACTOR, including but not
limited to emergency and ex parte relief where available.
8.5. Information Ownership

All METRO information is and shall be the sole property of METRO. CONTRACTOR hereby waives any and all
statutory and common law liens it may now or hereafter have with respect to METRO information. Nothing in this
Contract or any other agreement between METRO and CONTRACTOR shall operate as an obstacle to such METRO's
right to retrieve any and all METRO information from CONTRACTOR or its agents or to retrieve such information or
place such information with a third party for provision of services to METRO, including without limitation, any
outstanding payments, overdue payments and/or disputes, pending legal action, or arbitration. Upon METRO's request,
CONTRACTOR shall supply METRO with an inventory of METRO information that CONTRACTOR stores and/or
backs up.
Any information provided to the CONTRACTOR, including information provided by METRO customers or citizens,
is only to be used to fulfill the contracted services. Any additional information that is inferred or determined based on
primary information that is provided to the CONTRACTOR, i.e. "second-order data", is only to be used to fulfill the
contracted services. This information is not to be used for marketing or commercial purposes and the CONTRACTOR
asserts no rights to this information outside of fulfilling the contracted services. Storage of this information is not
allowed outside United States' jurisdiction.
8.6. Information Security Breach Notification

In addition to the notification requirements in any Business Associate Agreement with METRO, when applicable,
CONTRACTOR shall notify METRO of any data breach within 24 hours of CONTRACTOR's knowledge or
reasonable belief (whichever is earlier) that such breach has occurred (Breach Notice) by contacting the METRO ITS
Help Desk. The Breach Notice should describe the nature of the breach, the scope of the information compromised,
the date the breach occurred, and the identities of the individuals affected or potentially affected by the breach as well
as specific information about the data compromised so that METRO can properly notify those individuals whose
information was compromised. CONTRACTOR shall periodically update the information contained in the Breach
Notice to METRO and reasonably cooperate with METRO in connection with METRO's efforts to mitigate the damage
or harm of such breach.
8.7. Virus Representation and Warranty

CONTRACTOR represents and warrants that Products and/or Services, or any media upon which the Products and/or
Services are stored, do not have, nor shall CONTRACTOR or its Agents otherwise introduce into METRO's systems,
network, or infrastructure, any type of software routines or element which is designed to or capable of unauthorized
access to or intrusion upon, disabling, deactivating, deleting, or otherwise damaging or interfering with any system,
equipment, software, data, or the METRO network. In the event of a breach of this representation and warranty,
CONTRACTOR shall compensate METRO for any and all harm, injury, damages, costs, and expenses incurred by
METRO resulting from the breach.
For CONTRACTOR managed systems, CONTRACTOR shall install and maintain ICSA Labs certified or AV-Test
approved Antivirus Software and, to the extent possible, use real time protection features. CONTRACTOR shall
maintain the Anti-virus Software in accordance with the Antivirus Software provider's recommended practices. In
addition, CONTRACTOR shall ensure that:
 Anti-virus Software checks for new Anti-virus signatures no less than once per day, and;
 Anti-virus signatures are current and no less recent than two versions/releases behind the most current
version/release of the Anti-virus signatures for the Anti-virus Software.
Page 7 of 12
8.8. Copyright, Trademark, Service Mark, or Patent Infringement

CONTRACTOR shall, at its own expense, be entitled to and shall have the duty to defend any suit that may be brought
against METRO to the extent that it is based on a claim that the products or services furnished infringe a Copyright,
Trademark, Service Mark, or Patent. CONTRACTOR shall further indemnify and hold harmless METRO against any
award of damages and costs made against METRO by a final judgment of a court of last resort in any such suit. METRO
shall provide CONTRACTOR immediate notice in writing of the existence of such claim and full right and opportunity
to conduct the defense thereof, together with all available information and reasonable cooperation, assistance and
authority to enable CONTRACTOR to do so. No costs or expenses shall be incurred for the account of CONTRACTOR
without its written consent. METRO reserves the right to participate in the defense of any such action. CONTRACTOR
shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action,
but no such settlement or compromise shall be binding upon METRO unless approved by the METRO Department of
Law Settlement Committee and, where required, the METRO Council.
If the products or services furnished under this Contract are likely to, or do become, the subject of such a claim of
infringement, then without diminishing CONTRACTOR's obligation to satisfy the final award, CONTRACTOR may
at its option and expense:
 Procure for METRO the right to continue using the products or services
 Replace or modify the alleged infringing products or services with other equally suitable products or services
that are satisfactory to METRO, so that they become non-infringing
 Remove the products or discontinue the services and cancel any future charges pertaining thereto Provided;
however, that CONTRACTOR will not exercise the Remove option above until CONTRACTOR and METRO have
determined that the Procure and/or Replace options are impractical. CONTRACTOR shall have no liability to METRO;
however, if any such infringement or claim thereof is based upon or arises out of:
 The use of the products or services in combination with apparatus or devices not supplied or else approved by
CONTRACTOR;
 The use of the products or services in a manner for which the products or services were neither designated nor
contemplated; or,
 The claimed infringement in which METRO has any direct or indirect interest by license or otherwise,
separate from that granted herein.
8.9. Maintenance of Records
CONTRACTOR shall maintain documentation for all charges against METRO. The books, records, and documents of
CONTRACTOR, 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 final payment and will be subject to audit, at any reasonable time
and upon reasonable notice by METRO or its duly appointed representatives paid for by METRO. The records shall
be maintained in accordance with generally accepted accounting principles. In the event of litigation, non-privileged
working papers
Page 8 of 12
and other documents shall be produced in accordance with applicable laws and/or rules of discovery. Breach of the
provisions of this paragraph is a material breach of this Contract.
All documents and supporting materials related in any manner whatsoever to this Contract or any designated portion
thereof, which are in the possession of CONTRACTOR or any subcontractor or subconsultant shall be made available
to METRO for inspection and copying upon written request from METRO. Said documents shall also be made available
for inspection and/or copying by any state, federal or other regulatory authority, upon request from METRO. Said
records include, but are not limited to, all drawings, plans, specifications, submittals, correspondence, minutes,
memoranda, tape recordings, videos, or other writings or things which document the procurement and/or performance
of this Contract. Said records expressly include those documents reflecting the cost, including all subcontractors'
records and payroll records of CONTRACTOR and subcontractors.
8.10. Monitoring
CONTRACTOR's activities conducted and records maintained pursuant to this Contract shall be subject to monitoring
and evaluation by METRO, the Department of Finance, the Division of Internal Audit, or their duly appointed
representatives.
METRO shall have the option of reviewing and performing a security assessment of the information security
management practices of CONTRACTOR. METRO shall have the right, at its expense, during normal business hours
and with reasonable advance notice, to evaluate, test, and review at CONTRACTOR's premises the Products and/or
Services to ensure compliance with the terms and conditions of this Contract. METRO shall have the right to conduct
such audits by use of its own employees and internal audit staff, or by use of outside consultants and auditors.
8.11. METRO Property

Any METRO property, including but not limited to books, records, and equipment that is in CONTRACTOR's
possession shall be maintained by CONTRACTOR in good condition and repair, and shall be returned to METRO by
CONTRACTOR upon termination of this Contract, while allowing for normal wear and tear. All goods, documents,
records, and other work product and property produced during the performance of Contractor’s obligations pursuant to
this Contract are deemed to be METRO property. METRO property includes, but is not limited to, all documents which
make up this Contract; all other documents furnished by METRO; all goods, records, reports, information , data,
specifications, computer programs, technical reports, operating manuals and similar work or other documents,
conceptual drawings, design documents, closeout documents, and other submittals by CONTRACTOR of any of its
subcontractors; and, all other original works of authorship, whether created by METRO, CONTRACTOR or any of its
subcontractors embodied in any tangible medium of expression, including, without limitation, pictorial, graphic,
sculptural works, two (2) dimensional works, and three (3) dimensional works. Any of Contractor's or its
subcontractors' works of authorship comprised within the Work Product (whether created alone or in concert with Metro
or a third party) shall be deemed to be "works made for hire" and made in the course of services rendered and, whether
pursuant to the provisions of Section 101 of the U.S. Copyright Act or other Applicable Law, such Work Product shall
belong exclusively to Metro. Contractor and its subcontractors grant Metro a non-exclusive, perpetual, worldwide, fully
paid up, royalty- free license, with rights to sublicense through multiple levels of sublicenses, to reproduce, make, have
made, create derivative works of, distribute, publicly perform and publicly display by all means, now known or later
developed, such rights.
Except as to Contracts involving sensitive information, CONTRACTOR may keep one (1) copy of the aforementioned
documents upon completion of this Contract; provided, however, that in no event shall CONTRACTOR use, or permit
to be used, any portion of the documents on other projects without METRO's prior written authorization.
CONTRACTOR shall maintain sensitive information securely and if required by METRO, provide secured destruction
of said information. Distribution and/or reproduction of METRO sensitive information outside of the intended and
approved use are strictly prohibited unless permission in writing is first received from the METRO Chief Information
Security Officer. The storage of METRO sensitive information to third-party hosted network storage areas, such as
Microsoft Skydrive, Google Docs, Dropbox, or other cloud storage mechanisms, shall not be allowed without first
receiving permission in writing from the METRO Chief Information Security Officer .
Page 9 of 12
8.12. Modification of Contract

This Contract may be modified only by written amendment executed by all parties and their signatories hereto. All
change orders, where required, shall be executed in conformance with section 4.24.020 of the Metropolitan Code of
Laws.
8.13. Partnership/Joint Venture

This Contract shall not in any way be construed or intended to create a partnership or joint venture between the Parties
or to create the relationship of principal and agent between or among any of the Parties. None of the Parties hereto shall
hold itself out in a manner contrary to the terms of this paragraph. No Party shall become liable for any representation,
act, or omission of any other Party contrary to the terms of this Contract.
8.14. Waiver
No waiver of any provision of this Contract shall affect the right of any Party to enforce such provision or to exercise
any right or remedy available to it.
8.15. Employment
CONTRACTOR shall not subscribe to any personnel policy which permits or allows for the promotion, demotion,
employment, dismissal or laying off of any individual due to race, creed, color, national origin, age, sex, or which is in
violation of applicable laws concerning the employment of individuals with disabilities.
CONTRACTOR shall not knowingly employ, permit, dispatch, subcontract, or instruct any person who is an
undocumented and/or unlawful worker to perform work in whole or part under the terms of this Contract.
Violation of either of these contract provisions may result in suspension or debarment if not resolved in a timely manner,
not to exceed ninety (90) days, to the satisfaction of METRO.
8.16. Compliance with Laws

CONTRACTOR agrees to comply with all applicable federal, state and local laws and regulations.
8.17. Iran Divestment Act

In accordance with the Iran Divestment Act, Tennessee Code Annotated § 12-12-101 et seq., CONTRACTOR certifies
that to the best of its knowledge and belief, neither CONTRACTOR nor any of its subcontractors are on the list created
pursuant to Tennessee Code Annotated § 12-12-106. Misrepresentation may result in civil and criminal sanctions,
including contract termination, debarment, or suspension from being a contractor or subcontractor under METRO
contracts.
8.18. Taxes and Licensure

CONTRACTOR shall have all applicable licenses and be current on its payment of all applicable gross receipt taxes
and personal property taxes.
8.19. Ethical Standards

It shall be a breach of the Ethics in Public Contracting standards in the Metropolitan Code of Laws for any person to
offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit,
demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any
decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase
request, influencing the content of any specification or procurement standard, rendering of advice, investigation,
auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or
controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any
solicitation or proposal therefore. It shall be a breach of the Ethics in Public Contracting standards for any payment,
Page 10 of 12
gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor
or higher tier subcontractor or a person associated therewith, as an inducement for the award of a subcontract or order.
Breach of the provisions of this paragraph is, in addition to a breach of this contract, a breach of ethical and legal
standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or
subcontractor under METRO contracts.
Pursuant to Metropolitan Code of Laws, Section 4.48.020, entities and persons doing business with, or proposing to do
business with, the Metropolitan Government of Nashville & Davidson County must adhere to the ethical standards
prescribed in Section 4.48 of the Code. By signing this contract, you agree that you have read the standards in Section
4.48 and understand that you are obligated to follow them. Violation of any of those standards is a breach of contract
and a breach of legal standards that may result in sanctions, including those set out in Section 4.48.
8.20. Indemnification and Hold Harmless

CONTRACTOR shall indemnify and hold harmless METRO, its officers, agents, and employees from:
A. Any claims, damages, costs, and attorney fees for injuries or damages arising, in part or in whole, from the negligent
or intentional acts or omissions of CONTRACTOR, its officers, employees, and/or agents, including its sub or
independent contractors, in connection with the performance of the contract.
B. Any claims, damages, penalties, costs, and attorney fees arising from any failure of CONTRACTOR, its officers,
employees, and/or agents, including its sub or independent contractors, to observe applicable laws, including, but not
limited to, labor laws and minimum wage laws.
C. In any and all claims against METRO, its officers, agents, or employees, by any employee of CONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be
liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type
of damages, compensation, or benefits payable by or for CONTRACTOR or any subcontractor under
workers' compensation acts, disability acts, or other employee benefit acts.
D. METRO will not indemnify, defend, or hold harmless in any fashion CONTRACTOR from any claims arising from
any failure, regardless of any language in any attachment or other document that CONTRACTOR may provide. Nothing
in the previous sentence excludes METRO’s liability under the Tennessee Government Tort Liability Act.
E. CONTRACTOR shall pay METRO any reasonable expenses incurred and paid as a result of CONTRACTOR's
failure to fulfill any obligation in a professional and timely manner under this Contract.
8.21. Attorney Fees

CONTRACTOR agrees that in the event either party takes legal action to enforce any provision of this Contract or to
obtain a remedy for any breach of this Contract, and in the event METRO prevails in such action, CONTRACTOR
shall pay all reasonable expenses of such action incurred and paid at any and all stages of the litigation, including costs,
and reasonable attorney fees for METRO.
8.22. Assignment--Consent Required

The provisions of this Contract shall inure to the benefit of and shall be binding upon the respective successors and
assignees of the parties hereto. Except for the rights of money due to CONTRACTOR under this Contract, neither this
Contract nor any of the rights and obligations of CONTRACTOR hereunder shall be assigned or transferred in whole
or in part without the prior written consent of METRO. Any such assignment or transfer shall not release
CONTRACTOR from its obligations hereunder.
Page 11 of 12
NOTICE OF ASSIGNMENT OF ANY RIGHTS TO MONEY DUE TO CONTRACTOR UNDER THIS CONTRACT
MUST BE SENT TO THE ATTENTION OF:
[email protected] (preferred method) OR

METRO PURCHASING AGENT
DEPARTMENT OF FINANCE
PROCUREMENT DIVISION
730 2ND AVENUE SOUTH
PO BOX 196300
NASHVILLE, TN 37219-6300
Funds Assignment Requests should contain complete contact information (contact person, organization name, address,
telephone number, and email) for METRO to use to request any follow up information needed to complete or investigate
the requested funds assignment. To the extent permitted by law, METRO has the discretion to approve or deny a Funds
Assignment Request.
8.23. Entire Contract

This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall
govern the respective duties and obligations of the parties.
8.24. Force Majeure

No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or
covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty,
unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of
Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.
8.25. Governing Law

The validity, construction, and effect of this Contract and any and all extensions and/or modifications thereof shall be
governed by the laws of the State of Tennessee. Tennessee law shall govern regardless of any language in any
attachment or other document that CONTRACTOR may provide.
8.26. Venue
Any action between the Parties arising from this Contract shall be maintained in the courts of Davidson County,
Tennessee.
8.27. Severability
Should any provision of this Contract be declared to be invalid by any court of competent jurisdiction, such provision
shall be severed and shall not affect the validity of the remaining provisions of this Contract.
[BALANCE OF PAGE IS INTENTIONALLY LEFT BLANK]
Page 12 of 12
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Contract Number _______________
Effective Date
This contract shall not be binding upon the parties until it has been fully electronically approved by the
supplier, the authorized representatives of the Metropolitan Government, and filed in the office of the
Metropolitan Clerk.
THE METROPOLITAN GOVERNMENT OF CONTRACTOR:

NASHVILLE AND DAVIDSON COUNTY
APPROVED AS TO PROJECT SCOPE: Rite of Passage, Inc

_____________________________________________
Company Name
_____________________________________ ________
Dept. / Agency / Comm. Head or Board Chair. Dept. Fin.
_____________________________________________
Signature of Company’s Contracting Officer
APPROVED AS TO COMPLIANCE WITH
PROCUREMENT CODE:
CJ Bower
_____________________________________________
Officer’s Name
_____________________________________ ________
Purchasing Agent Purchasing
Chief Financial Officer
APPROVED AS TO AVAILABILITY OF FUNDS: _____________________________________________
Officer’s Title
_____________________________________ ________
Director of Finance BA
APPROVED AS TO FORM AND LEGALITY:
_____________________________________ ________
Metropolitan Attorney Insurance
FILED BY THE METROPOLITAN CLERK:
7/1/2022 | 6:12 AM PDT

_____________________________________ ________
Metropolitan Clerk Date
Contract 6516822
Exhibit A – Pricing

Description Unit Estimated Year 1 Estimated Year 2 Estimated
Quantities (12 mo.) Year 1 (6 mo.) Year 2
Per Diem Per Diem
Rate Rate
Per Diem Rate up to
Per
48 Youth Daily 48 $365.60 $6,405,312 $365.60 $3,228,979
Day
Occupancy
Per Diem Rate over 48
Per
Youth Daily 1 $365.60 $365.60 $365.60 365.60
Day
Occupancy
Totals Per Year (total of rows 3
$6,405,312 $3,228,979
and 4 for each year)
Total Amount $9,634,291

Per diem cost applies to youth held in the facility for 1 day or more (24+ hours).

No separate or additional cost for the processing of non‐detainable youth temporary held at the
facility less than 24 hours pending release to parent or guardian.

Metro shall guarantee a minimum of 48 beds at the per diem rate stated above.

Estimated Qualities shown in Column C are for evaluation purposes only.
1

Contract 6516822
Exhibit B – Scope of Services
Contractor to provide operation and management services to ensure that the Facility will be
operated, including all services and programs, in accordance with American Correctional
Association (ACA) Standards for Juvenile Detention Facilities, Rules of Tennessee Department of
Children’s Services Minimum Standards for Juvenile Detention Centers and Temporary Holding,
Prison Rape Elimination Act (PREA), other standards that may be mutually agreed upon between
the Contractor and Metro, and all applicable federal, state, and local laws and regulations.
Hereinafter, these shall collectively be referred to as the “Standards.” When differences between
laws, court orders, and/or standards exist, the Contractor will follow the highest standards as
determined by Metro.
The Facility primarily provides short-term and long-term secure pretrial custody, programming,
and care to juveniles from the Metropolitan Nashville and Davidson County area who are detained
under the authority of the Davidson County Juvenile Court pursuant to Tenn. Code Ann. §37-1-114
through §37-1-117, §37-1-131, §37-1-132, and §37-1-134, and as the same may be amended.
The Facility also provides for the secure care and custody under Tenn. Code Ann. §37- 1-134 for
transferred juveniles until their eighteenth birthday or until their adult case is adjudicated,
whichever is earlier (Transfer juveniles). Contractor shall provide adequate security measures,
staffing, and programming approved by Metro to ensure that the needs of both short-term and
long-term Transfer juveniles are met. In the event the behavioral health needs of Transfer
juveniles can be better met in another facility, Contractor and METRO will work in collaboration
to refer Transfer juveniles to more appropriate placement.
• Contractor shall maintain the Facility’s current accreditation with the American
Correctional Association (ACA) Standards for Juveniles through January 13, 2023 and
shall receive new accreditation no later than twelve (12) months after Service
Commencement. Contractor shall, maintain standards as required by the Rules of
Tennessee Department of Children’s Services Minimum Standards for Juvenile Detention
Centers and Temporary Holding. Contractor is required to maintain PREA compliance.
• Contractor is associated with Metro only for the purposes and to the extent set forth in this
contract. With respect to the performance of the management services set out herein,
Contractor is and shall be an independent Contractor and, subject to the terms of this
contract, shall have the sole right to manage, control, operate, and direct the performance
of the details of its duties under this Contract. Contractor, its officers, agents and
employees shall not be considered officers, agents or employees of Metro. Contractor's
agents and employees shall not, as a result of this contract, accrue leave, be bonded,
obtain insurance or retirement benefits, be allowed to use Metro vehicles, or have access
to any other benefit afforded to Metro employees. Contractor agrees not to purport to
bind Metro to any obligation not assumed herein by Metro, unless Contractor has express
written authority from Juvenile Court/Metro to do so, and then only within the strict limits
of this authority. The sovereign immunity of the Metropolitan Government shall not apply
to Contractor nor any subcontractor, agent, officer, employee or insurer of the Contractor.
Neither Contractor nor any subcontractor, agent, officer, employee or insurer of the
Contractor may plead the defense of sovereign immunity in any action arising out of the
performance of or failure to perform any responsibility or duty under the contract.
• Contractor must be ready to assume operation and management of the Facility but no
sooner than July 1, 2022 (Service Commencement Date). Contractor will assume full
responsibility for the security and management of the Facility. The Contractor shall
manage the Facility economically while maintaining a safe, secure, and sanitary
environment for juveniles, personnel, and the public. Contractor will provide positive youth
development (PYD) programs as required by the Court, and will provide the secure care,
safety, welfare, custody, and control of the juvenile population.
Contract 6516822
 Contractor is required to provide and maintain a comprehensive transition, activation and

occupancy plan to Metro Juvenile Court, and comprehensive written policies,
procedures and, and post orders (“the Manual”). Said Manual shall be in compliance
with the Standards (See Section 2.6: Policies, Procedures, and Post Orders). Contractor
shall be responsible for recruiting, hiring, and training all of the Contractor's employees.
Contractor shall be responsible for providing all supplies necessary for the operation of the
Facility, and for the maintenance and protection of all real and personal property.
 Contractor shall certify to Metro that the design services, as well as any construction,
repair, or other infrastructure improvements made through this contract, if an award is
made, shall be completed in full compliance with the Americans with Disabilities Act
(“ADA”) and Architectural and Transportation Barriers Compliance Board, Federal
Register 36 CFR Parts 1190 and 1191, Accessibility Guidelines for Buildings and Facilities;
Architectural Barriers Act (ABA) Accessibility Guidelines; proposed rule dated November
16, 1999, which has been adopted by Metro. In addition, all communication is to be
provided in accordance with section 508 of the Rehabilitation Act and the requirements of
the Metro Code 2.212, titled Effective Communication with Individuals with a Disability.
 The Metropolitan Government of Nashville and Davidson County must approve any
management contract between the Contractor and any private management firm to
manage the Facility, as well as any substantive amendment to any such contract, including
but not limited to, any amendment to per diem rates, pursuant to Metropolitan Code
4.12.240.
 In the event of termination of the contract, Contractor shall surrender to Metro all juvenile
files, fiscal records and any other records Metro deems necessary to continue operation
of the facilities. Contractor shall also surrender all Facility keys and security access cards
and any and all juvenile data collected and/or maintained by Contractor in any format over
which the Contractor possesses or controls. Contractor shall not restrict the right of any
employee of the Contractor from discussing and/or accepting employment by Metro,
should Metro desire to terminate the contract and assume operation of the Facility or
should Metro decide to contract with another company for management of the Facility. All
Facility supplies, fixtures, furnishings, and equipment that were provided by Contractor
may be purchased by Metro at the conclusion of this contract at the Contractor's cost, less
depreciation. The cost shall be determined by an independent appraisal to be secured by
Metro.
MINIMUM OPERATING STANDARDS
 Contractor shall operate and maintain the facility in compliance with the Standards, and
Juvenile Court policies, rules, and regulations specified in writing by the Court. As noted,
when differences between laws, court orders, and/or standards exist, the Contractor will
follow the highest standards, as determined by Metro.
The parties agree that Metro will incur costs and losses in the event of Contractor’s failure to perform
the required functions listed below and that precise computation of those costs and losses
would be difficult. Accordingly, the parties agree after a reasonable period of six (6) months from
Service Commencement, that $10,000 per documented incident of nonperformance represents a
reasonable estimate of the damages Metro is likely to incur and that such amounts may be assessed
to Contractor as liquidated damages, and not penalties. Liquidated damages may be taken in the
form of credits against monies due to the Contractor. Contractor will pay Metro actual damages for
Contract 6516822
any breach not specified in the below non-performance classification. Contractor shall have the
reasonable opportunity to submit corrective action to cure a non-performance standard, pursuant to
Sections 1.10 and 1.11. Prior to the assessment of any liquated damages, Monitor shall notify
Contractor of the alleged non-performance and shall establish a meeting with the Monitor and Metro
Juvenile Court to determine if non-performance classification is warranted, which may be grounds
for the assessment of liquidated damages which may include substantial non-performance of any
corrective action plan.
GENERAL OPERATIONS
 Facility services and programs shall comply with the Standards and all applicable federal,
state and local laws, and Juvenile court orders. When differences between laws, court
orders, standards and practices exist, the highest authority, as determined by Metro,
should be followed.
 Contractor is responsible for providing for the General and Facility operations,
management, safety and security, housing and programming as established under this
solicitation, Standards, and as requested and approved by the Juvenile Court Judge.
 Minimally, Contractor shall develop comprehensive policies, procedures, and post order,
herein referred to as the “Manual” that are consistent with the Standards and Juvenile
Court.
 Contractor shall cooperate with the Juvenile Court Contract Monitor, and allow for the
immediate, complete, and unrestricted access to staff and juveniles; and all parts of the
facility and records concerning the inspection, renovation, repair, maintenance, and
operation of the facility at any and all reasonable times.
 Contractor shall adopt non-discriminatory employment practices consistent with the current
practices of Metro. Contractor shall not subscribe to any personnel policy which permits or
allows for the promotion, demotion, employment, dismissal or laying off of any individual
due to race, religion, creed, gender, gender identity, sexual orientation, national origin,
color, or age, or which is in violation of applicable laws concerning the employment of
individuals with disabilities.
 Contractor shall provide for the care, welfare, control, safety and security to juveniles
twenty-four (24) hours a day, seven (7) days a week. Contractor shall maintain a Central
Control center which will be staffed and operated twenty-four (24) hours a day, seven (7)
days a week.
Contractor shall staff the Facility twenty-four (24) hours a day, seven (7) days a week.
Staffing patterns shall be compliant to the ACA Standards for Juvenile Detention Facilities
and current supplements. Staffing patterns shall be adequate to ensure continued juvenile
surveillance and maintenance of security within the Facility. The staffing pattern must
address treatment and other program(s), visitation, transportation, day-to-day
maintenance and security needs of the facility.
 Contractor shall implement a system to physically count juveniles, properly notify
appropriate personnel, and confirm increases and decreases in the population on a shift-
by-shift basis.
 The use of physical force shall be limited to that authorized by federal, state and local law,
and ACA Standards. The use of force policy must be reviewed and approved by the
Juvenile Court Judge and Metro Department of Law.
Contract 6516822
 Contractor shall have a corporate office infrastructure to provide for the fiscal management
of the Facility and includes the capacity for administrative oversight of and legal counsel
for the Contractor that can provide an immediate response to Metro in the event that
concerns arise with regard to the Contractor’s performance.
 Contractor shall employ a Single Administrative Authority (SAA), referred to as the Facility
Director, who is employed by the Contractor. The SAA shall manage the Facility and its
personnel and programs.
 Contractor shall be responsible for recruiting, hiring and training all of the Facility’s
personnel to provide for and maintain the care, welfare, control, safety and security to
juveniles in the Facility. Contractor shall maintain a roster of screened and trained full and
part-time staff as necessary to maintain staffing ratios in compliance with ACA standards,
industry standards, and facility specific policies regarding staff to youth ratios and that
specifically does not rely upon regularly scheduled, mandatory overtime on the part of staff
in order to maintain required staff / juvenile ratio. All staffing plans must be approved in
writing by Contract Monitor prior to implementation. A personnel record shall be
maintained on each employee by Contractor. Facility employees must be properly trained
and have appropriate credentials to perform assigned duties.
o Staff to resident coverage ratio of 1:8 for purposes of Direct/Continuous
supervision on day (6 a.m. – 2:00 p.m.) and evening (2 p.m. – 10:00 p.m.) shifts,
and 1:16 on night (10:00 p.m. – 6:00 a.m.) shift and that does not include
administrative, nursing, housekeeping, maintenance, or other personnel not
trained in the direct care supervision of detained youth as part of the personnel
count used to satisfy the 1:8 and 1:16 staff to youth ratio. Case Manager/Counselor
for 1:16 Staffing Plan that allows for Case Management and Recreational coverage
on day and evening shifts seven (7) days a week.
 Contractor shall maintain permanent Juvenile records and reports relevant to the
operations of the Facility. Contractor must have the ability to assist the Court in monitoring
the operation of the Facility and contract performance by providing information in the form
of reports that will evaluate the management of and programs and services provided for the
Facility on a monthly basis. Contractor shall be required to provide all reports necessary
for monitoring of compliance purposes (See Schedule of Reports).
 Contractor shall maintain documentation for all charges against Metro under the contract.
The books, records, and documents of Contractor insofar as they relate to work performed
or money received under this contract, shall be maintained for a period of three full years
from the date of final payment and shall be subject to audit, at any reasonable time and
upon reasonable notice by Metro. The records shall be maintained in accordance with
generally accepted accounting principles.
 Contractor takes possession of the Facility in an “as is” condition. Contractor shall have
the exclusive use of movable equipment and perishables purchased by Metro for the
Facility during the term of the contract unless otherwise stated within the solicitation and/or
resulting contract. Contractor shall be responsible for providing all perishables and
supplies to maintain the operations of the Facility during the term of the Contract. Supplies
and perishables purchased by the Contractor during the term of this contract shall become
the property of Metro upon termination of this contract. At no time will the Facility,
furnishings, fixtures and equipment be used for any purpose not directly related to the care
of the juveniles in the Facility, without the written permission of the Juvenile Court Judge.
Contract 6516822
 The Facility is currently appointed with some fixtures, furnishings, and equipment.
Contractor shall provide any additional fixtures, furnishing and equipment (FF&E) that are
necessary for Contractor provided/initiated programs offered as a part of its’ Juvenile
Detention Facility Management. These items are submitted to the Court for approval prior
to placement. If, during the term of the contract, the Contractor purchases any equipment
of a different type not previously existing at the facility and listed on the inventory
conducted pursuant to Section 3.1: Inventory; it may be purchased by Metro at the
conclusion of this contract at the Contractor's cost, less depreciation. The value shall be
determined by an independent appraisal to be secured by Metro.
 Contractor shall maintain all fixtures, furnishings, and equipment (FF&E) located within
the detention facility spaces in a good state of repair and appearance. Contractor shall
maintain and provide service maintenance agreements and schedules for all FF&E
maintenance not otherwise provided by Metro General Services department. Metro
Juvenile Court shall have the right to review the Contractor’s maintenance program(s), and
to audit the program at any time.
 Contractor shall use and implement any and all Assessment Tools recommended and
approved by the Juvenile Court Judge.
 Contractor shall provide accessible phone services for juveniles to communicate with
approved contacts in compliance with the Standards and Juvenile Court. Contractor shall
not deny a juvenile access to phone services as a form of punishment, except under
exceptional circumstances as approved by the Juvenile Court Judge and/or the Contract
Monitor. The phone service shall be provided at no cost to the juveniles and their approved
phone contacts. Neither the Contractor nor Juvenile Court can profit monetarily from said
phone services.
 Contractor shall provide effective evidenced-based or aligned Positive Youth
Development enrichment programs to focus on trauma and mental health in youth
behavior, as approved by the Juvenile Court Judge. Contractor shall not unreasonably
cancel, reschedule, or deny a youth access to said program as a form of discipline or
punishment.
 Contractor shall maximize the use of TennCare and other funding sources for therapeutic
interventions (e.g., CBT, Drug and Alcohol treatment services) to assist individual youth
and groups of youth while detained in the Facility.
 Contractor shall provide a full-time on-site certified Licensed Professional Counselor
(LPC) or Licensed Clinical Social Worker (LCSW) on staff and 24/7 on-call Psychiatrist.
 Contractor shall provide a certified and Licensed medical “on call” physician to perform all
regular physicals for youth detained.
 Contractor shall provide a certified registered dietician/nutritionist to approve master cycle
menus and special diet menus.
 Contractor must allow Metro to provide additional supplemental medical, therapeutic, or
psychiatric staff, and must allow outside providers approved by the Juvenile Court Judge,
if such services will be provided at no additional cost to the Contractor.
 Contractor must ensure youth have access to prescribed medication within seventy-two
(72) hours of arrival to the Facility and access to prescribed medications throughout the
length of their stay. The Contractor shall make and document all reasonable efforts to
obtain the approval from the parent or guardian, to administer prescribed medications.
Contract 6516822
 Contractor shall implement alternative behavior management options and responses to
reduce the use of isolation of youth. Contractor shall not use isolation as a form of
discipline or punishment, except under exceptional circumstances as approved by the
Juvenile Court Judge and/or the Contract Monitor.
 Contractor is a mandatory reporter under T.C.A. § 37-1-403 and T.C.A.§ 37-1-605 and
shall immediately or as soon as reasonably possible report all known or suspected brutality,
injury to a juvenile on premises, abuse, neglect, and child sexual abuse (e.g., sexual
contact between a detainee(s) and staff) to the Department of Children’s Services,
Metropolitan Nashville Police Department, and Contract Monitor.
 Contractor shall attempt at all times to deter escapes, riots, and threats to security.
 Contractor shall attempt at all times to minimize the ingress of contraband into the Facility
by both staff and visitors.
 Contractor shall at all times attempt to maintain a drug free work force. Contractor shall
conduct drug testing on all job applicants prior to employment and shall randomly test
employees thereafter, at Contractor’s expense.
 Contractor shall at all times attempt to maintain a work environment that is trauma-
informed and free from neglect and abuse.
 Contractor shall not publish any finding(s) based on data obtained from the operation of
the contract without the prior written consent of Metro.
ARTICLE I
OVERSIGHT - FACILITY CONTRACT MONITOR AND REPORT SCHEDULE
Section 1.1: Oversight
1. Metro Juvenile Court has the right and authority under this Contract to monitor Contractor's
performance hereunder. Metro Juvenile Court will staff the Contract Monitor function with one
(1) position to be located at the Juvenile Court. Metro shall notify the Contractor in writing of
the identity of any Contract Monitor. An individual acting as a Monitor may be changed during the
term of the contract at Metro’s discretion.
2. Contractor shall have no control over the activities of the Contract Monitor, supervisory or
otherwise. Contractor shall not provide the Contract Monitor or other Metro personnel with gifts
or any form of compensation at any time.
3. Monitoring shall include, but not be limited to, observing and reporting on the day-to-day
operational performance of the Contractor regarding compliance with all terms and conditions of
this contract. Such monitoring, or failure to monitor, shall not relieve Contractor of its responsibility,
obligation, and liability under this Contract. The aforementioned procedures are only general
guidelines for monitoring. Contract and program-specific guidelines will be developed when
applicable.
4. Contract Monitor will conduct periodic, scheduled and unannounced inspections of the Facility
during the term of the contract. Contract Monitor may at any time review the Facility operational
records, budget and financial documents, incident reports, meeting minutes, investigative reports,
juvenile records, personnel files, mental health/medical records, and any other records
concerning Contractor’s operation of the Facility.
Contract 6516822
5. Contractor agrees to cooperate with Metro Juvenile Court in their contract monitoring efforts
through such means as may be requested from time to time, including, but not limited to, the
reporting of information as requested.
Section 1.2: Contract Monitor Roles and Responsibilities
1. Contract Monitor is assigned to monitor and oversee the implementation of the Contract and to
act as the Court’s designee. Contract Monitor is responsible for providing on-site monitoring of
the quantity and quality of services required, reporting obligations of the Contractor, and carrying
out the liaison responsibilities between the Court and the Contractor on all matters pertaining to
the operation and management services of the Facility.
2. Contract Monitors' duties and primary responsibilities shall consist of monitoring for program
effectiveness, contract compliance, and compliance with the American Correctional Association
(ACA) Standards for Juveniles, Rules of Tennessee Department of Children’s Services (DCS)
Minimum Standards for Juvenile Detention Centers and Temporary Holding and Prison Rape
Elimination Act (PREA), other standards that may be mutually agreed upon between the
Contractor and Metro, and all applicable federal, state, and local laws and regulations.
Section 1.3: Contract Monitor Access
1. Contract Monitor shall have immediate, complete, and unrestricted access to all parts of the
facility and records concerning the inspection, renovation, repair, maintenance, and operation of
the facility at any and all times.
2. Contract Monitor shall have immediate, complete, and unrestricted access to any and all
juveniles and access at a reasonable time and place to all Contractor Administrative staff and
employees.
meetings, staffings, and hearings which in any way pertain to the obligations of Contractor under
this Contract.
documents in any way pertaining to the obligations of Contractor under this Contract, including
but not limited to, Facility operational records, budget and financial documents, incident reports,
meeting minutes, investigative reports, juvenile records, personnel files, mental health/medical
records, and any other records concerning Contractor’s operation of the Facility. In the event that
any such document is not located on the facility site, upon request, Contractor agrees to provide
the Monitor with a copy of the document within seventy-two (72) hours of the request.
Section 1.4: Meetings
1. Minimally, the Contract Monitor meets with appropriate Contractor personnel weekly.
2. Contractor agrees to hold scheduled weekly meetings and as other determined with the
Contract Monitor to report on the operations of the facility and to respond to any questions raised
by the Contract Monitor. The Contract Monitor shall have the right to request called meetings as
needed. Contractor agrees that a representative of the Contractor having at least supervisory
responsibility and authority shall be in attendance at said meetings to address the issues raised
by the Contract Monitor.
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3. Contractor's performance, including contract non-compliance, will also be discussed in such
meetings. Time frames and actions for correcting any deficiencies will be discussed at these
meetings.
4. Contractor agrees to notify the Contract Monitor 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 applicable Monitor shall be notified simultaneously with the other
participants.
5. Contractor ensures the Contract Monitor is advised and invited to participate in all external
compliance monitoring processes, Contract Monitor receives copies of all audits and evaluations
directly related to the operation of the Facility.
Section 1.5: Incident Reports
1. Incident Reports shall be reviewed by the SAA or designee, and Contract Monitor.
2. Incidents Reports shall be approved by the Shift Supervisor.
3. Contractor shall submit approved incident reports electronically via e-mail to the Contract
Monitor. Incident reports may be submitted in a legibly hand-written format to the Contract
Monitor, as a scanned document, to expedite the timely submission of a serious incident from any
and all staff involved.
4. All incident reports shall be forwarded to the Contract Monitor within twenty-four (24) hours of the
incident.
Section 1.6: Serious Incidents
1. Serious Incident Reports shall be reviewed by the SAA or designee, and Contract Monitor.
2. Serious Incident Reports shall be approved by the Shift Supervisor.
3. Contractor shall submit all Serious Incident Reports electronically via e-mail to the Contract
Monitor. Serious Incident Reports may be submitted in a legibly hand-written format to the Contract
Monitor, as a scanned document, to expedite the timely submission of a serious incident from any
and all staff involved.
4. Serious incidents include, but are not necessarily limited to the following: death, a fire that
affects institutional operations, riot, work stoppage, suicide, escape, alleged abuse by staff, the
taking of a hostage, use of restraints, or other use of force on a juvenile, introduction of a firearm
into the facility, introduction of an unauthorized wireless mobile devise into the facility, seizure of
contraband devices, weapons or controlled substances, assault on staff requiring hospitalization,
assault on juvenile requiring hospitalization, and use of physical force other than soft hand control
by staff.
5. These types of incidents and any incident that involves radio dispatch of an emergency
vehicle or notification of corporate headquarters should be considered by the Facility
administrator as immediately reportable to the Contract Monitor and/or the on-call Judicial
Officer by telephone, with an electronic written report to follow. Such incident reports shall
contain the following information at a minimum: name of juvenile, incident offense, incident
location and nature of incident, juveniles involved, status as a transfer juvenile as applicable,
staff involved, and incident resolution.
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6. Serious Incident Reports shall be forwarded to the Contract Monitor as soon as reasonable
possible following the event, and not to exceed twenty-four (24) hours of the event’s occurrence.
7. A detailed written incident report shall be submitted to the Contract Monitor within twenty-four
(24) hours of the event occurrence. An investigative report, including policy/procedure violations,
shall be submitted to the Contract Monitor within seventy-two (72) hours of the event occurrence.
A plan of action report shall be submitted to the Contract Monitor within one (1) week within the
event occurrence. (See Schedule of Reports).
Section 1.7: Internal Investigations
1. Juvenile Court Judge may direct Contractor to conduct an internal investigation of any matter
deemed to be potentially detrimental to the safe and efficient operation of the Facility, such as
incidents involving alleged staff misconduct, and issues occurring between detention staff and
other parties, such as the Department of Children’s Services (DCS) or Metro Nashville Police
Department (MNPD) personnel, or with parents of juveniles. Any internal investigations so
required by the Court will be followed up by an after action report submitted to Contract Monitor
detailing the specifics of the investigation, the conclusions drawn from the investigation, and any
subsequent remedial action to be taken, if required (See Schedule of Reports).
Section 1.8: Disciplinary Offenses
1. Disciplinary Offenses are divided into major and minor categories subject to approval by the
Juvenile Court Judge. Major disciplinary offenses will likely include, but not be limited to, assault
causing bodily injury or death, malicious destruction of property, arson, escape, possession of
contraband weapons or controlled substances, and sexual misconduct. Minor disciplinary
offenses will likely include, but not be limited to, fighting, disorderly conduct, and being in an
unauthorized area. Contract Monitor must have access to all disciplinary and appeal hearing
reports.
Section 1.9: Reports
1. Contractor shall be required to provide all reports necessary for monitoring of court order
compliance. Metro Juvenile Court, through its Contract Monitor, shall develop reporting
requirements for the Contractor that shall include reporting topics and times. Reports deemed as
an emergency (e.g., restrictive housing of juveniles, uses of force, suicidal ideations, and incidents
which involve substantial risk to life, property, or facility security) shall be IMMEDIATELY reported
to the Contract Monitor (See Schedule of Reports).
2. Contractor shall provide the Contract Monitor with written responses to any information
requested by the Contract Monitor or Metro concerning any aspect of Contractor's compliance
under the Contract within the period prescribed in the request and in the requested form. The
Contractor shall provide documentation substantiating said information and certify that the
information is accurate. If Contractor is unable to so certify, then Contractor shall state the
reason therefore.
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3. Unless otherwise specified by Metro in writing, the records shall be provided electronically, and
the Contract Monitor shall be the designated recipient of all information required of the Contractor
by the Juvenile Court, respectively.
4. Contractor shall provide the Contract Monitor upon request, with a copy of, or opportunity to
review, all routine documents generated by the Contractor contemporaneously with the
dissemination of the document. Contract Monitor shall notify the Contractor in writing of the
requested routine documents.
5. Contractor shall not destroy any document that is materially related to the Contractor's
performance under the Contract, pursuant to Metro’s record retention policies.
6. Metro reserves the right to request additional reports at any time during the life of the contract.
Established reporting is for the use of the Court and shall be independent of any corporate
reporting requirements.
Section 1.10: Corrective Action
1. Contract Monitor will submit written reports to the Contractor specifying deficiencies, requesting
plans of action to correct the deficiencies, and including agreed upon time frames for
accomplishing such actions. Contract Monitor reviews and accepts all “Plans of Action”
associated with deficiencies. Contract Monitor will conduct subsequent reviews, inspections,
and/or other interactions to ensure compliance. Contract Monitor will generate appropriate
documentation for Contractor's files.
Section 1.11: Immediate Corrective Action
1. If Metro Juvenile Court determines the Contractor is operating the facility in a manner that
substantially deviates from the Minimum Operating Standards and poses a serious and imminent
danger to the health, safety, or security of the juveniles, personnel, or the public, Metro Juvenile
Court shall so notify the Contractor and the Contract Monitor in writing, or verbally if it is believed
an emergency situation exists. The notice shall direct the Contractor to immediately correct the
situation.
2. Contractor shall notify Metro Juvenile Court of its proposed corrective action plan without delay.
If Metro does not immediately object to the proposed plan, the Contractor shall implement it
immediately.
3. If Metro Juvenile Court disagrees with the proposed plan, or if the Contractor fails to notify Metro
Juvenile Court of its plan without delay, Metro Juvenile Court shall specify a corrective action plan
and the Contractor shall implement it immediately.
4. In the event the Contractor disagrees with the designated plan, Contractor may request Metro
Juvenile Court reconsider its order, but in no event shall the specified corrective action plan be
delayed pending Metro Juvenile Court’s reconsideration unless Metro affirmatively states in
writing that further delay is acceptable.
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ARTICLE II
FACILITY OPERATIONS: ADMINISTRATIVE/MANAGEMENT/PERSONNEL
Section 2.1: Administration
1. The selection of the Single Administrative Authority (SAA), also known as the Facility Director,
shall be approved by the Juvenile Court Judge. The SAA shall have, at a minimum, three (3) years
of administrative experience in a juvenile detention or corrections setting. The SAA will be required
to meet, at a minimum, monthly and on an as needed basis with the Contract Monitor. The SAA
shall provide a comprehensive monthly report (content to be determined by Contractor and Court)
of programs, services, short- and long-term goals, and plan(s) of action to Contract Monitor.
Section 2.2: Fiscal Management

1. Contractor shall prepare and distribute to the Court the following documents: annual budget
specific for operation of the facility, to include all personnel and non-personnel expenses related
to the operation of the facility. Contractor will also provide an annual report of expenses for
operation of the facility citing the reported expenses as accurately characterized shared, direct, or
indirect expenses related to the operation of the facility.
2. Contractor shall ensure that policies are written and enforced which include at a minimum:
internal controls, petty cash, bonding, signature control on checks, and employee expense
reimbursements. There shall be written policy for purchasing and requisitioning supplies and
equipment, as well as a method which documents and authorizes wage payments to employees
and consultants.
Section 2.3: Public Relations
1. Contractor shall be responsible for responding, in accordance with Juvenile Court policy, to
inquiries from the public about juveniles housed in the facility.
Section 2.4: Accreditation
1. Contractor shall maintain the Facility’s current accreditation with the American Correctional
Association (ACA) Standards for Juveniles, through January 13, 2023 and shall receive new
accreditation no later than twelve (12) months after service commencement. Once accreditation
is received, Contractor shall maintain ACA accreditation for the facility, including compliance with
100% of the mandatory ACA standards and a minimum of 90% of the non-mandatory ACA
standards at all times.
Section 2.5: Audits

1. Contractor shall implement a system to monitor and audit programs through inspections and
reviews by the SAA and/or his/her designee. At least annually, Contractor shall, using personnel
other than employees of the facility, audit implementation of Facility operations and policies,
procedures, and post orders. The Contractor forwards a copy of audit report(s) to the Contract
Monitor.
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Section 2.6: Policies, Procedures, and Post Orders
1. Minimally, Contractor shall develop comprehensive policies, procedures, and post orders (“the
Manual”) consistent with the Standards and Juvenile Court.
2. Contractor shall provide to the Contract Monitor both a hard copy of the Manual and electronic
copy on a flash drive within thirty (30) days of contract effective date. The Manual shall be subject
to the written approval of the Juvenile Court Judge or authorized designee. Any additions,
deletions and/or modifications in the Manual that governs the operation of the Facility are also
subject to the written approval of the Juvenile Court Judge or authorized designee.
3. Contractor shall also include any other policies, procedures, and post orders as requested by
the Juvenile Court Judge, including, but not limited to the following:
a) Waking hours for juveniles,
b) Reducing the Use of Isolation,
c) Respecting LGBTQI Youth,
d) Juvenile Searches and the control of contraband,
e) Escapes;
f) And, use of force policy (Shall be approved by the Metro Department of Law).
4. Contractor shall make the Manual available to personnel, review it at least annually, and
update it as needed. Contractor personnel shall be trained on all Contractor policies, procedures,
and post orders. However, the Manual and corresponding post orders shall not be altered,
amended, modified, revised, or supplemented without the prior written approval of the Juvenile
Court Judge or authorized designee. Unless the Juvenile Court Judge or authorized designee
provides written notice of acceptance of the proposed manual changes with thirty (30) days of
receipt, Contractor shall consider the proposed changes rejected. If health or security concerns
require a more expedited resolution, the parties shall work together to address the issue as soon
as reasonably possible. Contractor shall implement and adhere to the provisions of the manual
throughout the term of this Contract.
Section 2.7: Personnel
1. Contractor shall provide necessary personnel to deliver twenty-four (24) hour care and
supervision of juveniles, as well as administrative and support service personnel for the overall
operation of the Facility. Staffing shall be in compliance with the Standards.
2. All prospective employees must be at least 21 years of age and meet security clearance
requirements, as described in this section, to work in the Facility.
3. Contractor shall conduct pre-employment and annual employment history and reference
checks on prospective employees. Contractor will also ensure each prospective employee
completes the following:
a) Security Clearance Application and Release Authorization Form.
b) Undergoes the following background checks:
1. A pre-employment background check consisting of an NCIC criminal History

check or criminal history check by the Metropolitan Nashville Police Department.
2. Fingerprint search through the Tennessee Bureau of Investigation and eVerify.

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3. An internet record clearance involves a background check of the following: Drug
Offender Registry, Tennessee felony Offender Database, Department of Health
Abuse Registry, and National Sexual Offender Registry.
c) Successful screening by an assessment tool that screens for healthy sexual and
professional boundaries with youth.
d) Prospective employees who will be placed in a transportation position shall include an

annual current valid driver’s license and a driver’s license check.
4. Contractor shall conduct drug testing on all job applicants prior to employment, and shall
randomly test employees thereafter, at Contractor’s expense.
5. Contractor shall be responsible for any and all costs associated with conducting background
checks, psychological examinations, or any other required pre-employment screening.
Section 2.8: Training
1. Contractor shall provide orientation, pre-employment, and in-service training programs for all
employees in accordance with the Standards and Juvenile Court. Completed training modules and
continuing educational units shall be indicated in personnel records.
2. Contractor and Metro will work together to ensure new Contractor employees receive hands-on
Juvenile Information System (JIS) training, and existing employees receive refresher training as
needed.
3. Contractor shall provide documentation of all completed employee training in a monthly report to
the Contract Monitor (See Schedule of Reports). The Contract Monitor shall be permitted to audit
training classes and review training curricula and other training-related records at any time.
4. All employees trained at this facility and on a staff roster for this program shall work exclusively
at this site. Staff members who are needed for training, program startups, or temporary manpower
shortages at other of the contractor’s work sites will be released for that duty only with the written
permission of the Contract Monitor. Any wages, travel, or other associated costs will not be paid
from this contract for work done away from the facility.
Section 2.9 Facility Reports
1. Contractor will maintain Juvenile Records in compliance with the Standards and Juvenile
Court’s Schedule of Reports. Contractor shall create and maintain permanent records, in addition
to shift reports, detailing routine events, unusual incidents, and emergency situations that occur
in each housing unit, other areas, and the facility overall (See Schedule of Reports). Each shift
shall maintain logs and other records of pertinent information regarding individual juveniles and
groups of juveniles. These records shall be compiled daily and reviewed by appropriate
supervisory personnel. At a minimum, the shift record shall contain the name, location of each
juvenile, agency or entity having jurisdiction over the juvenile, charge of the juvenile, race, and
gender. The Contract Monitor shall have access to all said reports and records.
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2. As required in the Metro Ordinance 4.12.240, Contractor shall submit quarterly reports, in both
electronic and hard copy, to the Metropolitan Council disclosing the following:
 The total current population of incarcerated individuals within the facility, and the total
incarceration capacity of the facility;
 The number of contractor staff members serving the facility;
 A description of any incident at the facility in which an incarcerated individual's
whereabouts could not be accounted for;
 Any and all methods of discipline or punishment applied toward incarcerated individuals
at the facility (e.g., solitary confinement, etc.);
 Any and all actions pending against the contractor in state or federal court relating to the
contractor's provision of correctional facilities management services within the United
States;
 Whether the contractor's provision of correctional facilities management services within
the United States is the subject of any formal investigation by a state or federal agency;
 Whether the contractor employs government relations and/or lobbying services within the
United States Congress, Tennessee General Assembly, or Metropolitan Government of
Nashville and Davidson County and, if so, the identity of the individuals so employed; and
Whether the contractor has expended or undertaken any effort in the preceding quarter to
introduce or amend legislation regarding criminal offenses or the penalties therefor.
Section 2.10 Juvenile Records
1. Contractor will maintain Juvenile Records in compliance with the Standards, Healthy Insurance
Portability and Accountability Act (HIPPA) Requirements. Contractor shall maintain permanent
Juvenile records, and shall include, but not be limited to, educational, medical, psychiatric, dental,
counseling, and classification records. Metro is the owner of all retained records. 2. Contractor is
the custodial/maintainer of the Juvenile records. Contractor shall ensure that its record keeping,
both manual and electronic, is compatible with Metro and State record keeping systems, (HIPPA)
requirements, and must ensure confidentiality under applicable state and federal statutes and
regulations under local court rules.
Section 2.11: Volunteers
1. Contractor is encouraged to use volunteers and volunteer programs. All volunteers shall
complete and pass an evaluation or assessment tool utilized to screen for healthy sexual and
professional boundaries with youth prior to providing a service in detention. Contractor shall
provide the Contract Monitor a list of volunteers and programs.
Section 2.12: Information Systems Management/ Information Technology Support/

Software
1. Contractor shall utilize a Facility Management Information System (“FMIS”) that complies with
Metro’s requirements for fiscal and operational reporting and a methodology for long term
planning, and that will be provided to and/or licensed for use at the Facility at no additional cost.
2. Juvenile Court and Metro JIS resources will provide support only to Metro-owned PC assets,
and no computer support will be provided for non-Metro owned computers or network devices.
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3. Contractor will be assigned computer terminals that will provide access to the Juvenile
Information Management System. In order to promote efficient operations and maintain JIS
network security, PC’s provided by Metro will be configured by Metro JIS personnel for limited
internet connectivity as determined necessary for business-related purposes. Similarly, any
contractor owned PC asset that connects to the Metro JIS network may be subject to any internet
connectivity restrictions as may be deemed necessary to ensure network security integrity.
Contractor is responsible for maintaining, storing, and protecting data for any system other than
the above-referenced Juvenile Information Management System (JIMS), which is planned for
purchase by Juvenile Court. Should Metro network accounts be required, then all of Metro’s
information security policies should be enforced, including the signing of the Acceptable Use
Policy. See attached Acceptable Use Policy and link to Information Security Policies.
4. Contractor shall provide both computer hardware and software for management of information
necessary to the operation of the detention center. Such software shall be compatible with Metro,
JIS and state programs and systems. The information system of Contractor must be capable of
providing information on juveniles and summary statistical information. Any network devices
connected to the Metro network beyond the current provided computer terminals are subject to
reimbursement to the court in the form of an invoice credit for the network service fee paid by the
Court to Metro for every network connected device, or via direct billing to Contractor.
5. It is the responsibility of the Contractor to maintain computer assets necessary to efficient
operations (as determined by Metro) in good working condition. Contractor must have available
on-site staff IT resources to resolve contractor- owned computer hardware and software issues,
or contract with a Metro-approved local company to provide on-site IT support to the Contractor.
Juvenile Court and Metro JIS resources will provide support only to Metro-owned PC assets, and
no computer support will be provided for non-Metro owned computers or network devices.
6. Contractor is obligated to support the transition from the current manual juvenile information
record – keeping system and fully support the implementation and use of an automated Intake &
Releasing / Detainee population management database system, whether such system is provided
by the Contractor or provided to the Contractor by Metro.
7. Additional monthly Metro ITS charges will apply for any additional Metro network email
accounts for Contractor personnel established beyond those currently existing and are subject to
the same above-noted payment/reimbursement mechanism.
8. Contractor is responsible for the cost and maintenance of the Facility computers/electronics.
9. Metro is responsible for the cost and maintenance of Metro computers/electronics located at
the Facility and is program related.
10. See attached schedule for minimum requirements for Facility Management Information
Systems.
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ARTICLE III
FACILITY OPERATIONS: FURNISHING, FIXTURES, EQUIPMENT
Section 3.1: Inventory
1. At least thirty (30) days following the effective date of this contract, Metro Juvenile Court
Representative(s) and Contractor shall conduct a joint inventory to document the FF&E in place
at the Facility. Contractor shall maintain a system to inventory Metro and Contractor furnishings,
fixtures, equipment, and any other property. An annual inventory of all property in the Facility is
submitted to the Contract Monitor in a format determined by the Contractor and approved by the
Court (See Schedule of Reports).
Section 3.2: Repair and Replacement
1. METRO shall deliver possession of the Facility to CONTRACTOR in good repair and condition
with all systems in good working order, at METRO’s expense, as specified in the Terms and
Conditions of the Contract Purchase Agreement, specifically including those items listed in the
attached Repair Schedule.
2. Subsequent to satisfying the initial repairs and replacements set forth in the Repair Schedule,
Parties shall work in good faith to maintain the facility in good condition and to obtain all necessary
repairs in a cost- effective manner. Metro is responsible and shall pay for the repair and
replacement of the existing Metro furnishings, fixtures, and equipment (FF&E) that become
necessary as a result of normal use, wear, and tear with the exception of program related
furnishings, fixtures, or equipment. Program related furnishings fixtures, and equipment (FF&E)
are defined as items that are unique to a program but not a typical office setting but must be
enhanced to be effective for use in that program.
3. Upon request by Contractor, Metro may complete all such building maintenance, repair, or
replacement of furnishings, fixtures, and equipment for which Contractor is responsible, and the
costs (including labor, parts, and replacement) of which shall be deducted from Contractor’s
monthly compensation under the Juvenile Detention Facility Management Contract.
4. Contractor is not liable for the cost of:

a) Repairs or replacements covered by a warranty made by a third party to Metro;
b) Repairs or replacements not covered by a warranty, but necessary due to design

error, omission, or improper construction of the facility;
c) And, major repairs or replacements.
5. Metro will be solely responsible to pay for repair or maintenance due to normal usage, age, and
wear to permanent building fixtures and equipment as necessary, such as, but not limited to,
camera systems, cell door locks, walk-in freezer, refrigerator(s), even though such costs are not
typical General Services expenses, with the exception of graffiti. Juvenile Court will act as liaison
between Contractor and Metro to facilitate any such repair and maintenance requests.
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Section: 3.3: Major Repairs
In the event the Contractor believes that major repairs or replacements are needed, Contractor
shall initially provide the Contract Monitor with written documentation of the need and anticipated
cost of the repair or replacement to the Contract Monitor. Contractor may proceed with the repair
or replacement after providing written notice to Metro unless Metro notifies the Contractor in writing
not to do so within ten (10) days of receiving the request. This cost shall be reimbursed by
METRO, pursuant to above Item #5 in Section 3.2.
Section 3.4: Renovations
1. Contractor will not undertake any material renovations at the facility without written approval from
the Juvenile Court Judge.
Section 3.5: Damages Due to Negligence
1. Contractor is responsible for the repair or replacement costs of any furnishings, fixtures, or
equipment (e.g., plumbing, lighting, windows, and locks) damaged by juveniles, staff, visitors, or
otherwise damaged as a result of negligence or improper management.
2. Contractor shall be responsible for and pay damages caused by said negligence, and as
reasonably determined by the Metro Legal Department.
Section 3.6: Preventative Maintenance
1. Metro will provide preventative maintenance of the physical structure of the building and FF&E.
Metro schedules tests of the emergency generator, sprinkler, fire alarm and HVAC systems and
works with the Contractor to ensure routine Fire Marshall Inspections in accordance with local fire
inspection requirements and as required for ACA Accreditation.
Section 3.7: Maintenance Agreement and Schedules
1. Contractor submits to Metro Juvenile Court a housekeeping plan for routine and periodic
intensive cleaning and care of the Facility and contents. Contractor is responsible for daily
cleaning, sanitation, and a schedule of deep cleaning in accordance with said plan. Contractor
shall meet or exceed all ACA Accreditation sanitation inspections requirements.
2. Contractor shall comply with reasonable audit recommendations. Maintenance agreements are
provided to the Court semi-annually (See Schedule of Reports).
3. Contractor shall be responsible for the maintenance/upkeep and protection of all real and
personal property associated with or a part of the Facility.
Section 3.8: Building Sanitation and Hygiene
1. Contractor shall be responsible for providing sanitary and hygienic environment.
2. Contractor shall manage the Facility economically while maintaining a safe, secure, sanitary,
respectful and positive environment for detained youth and Contractor personnel. Contractor shall
handle day-to-day housekeeping, cleaning, maintenance, and sanitation responsibilities of the
Facility.
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3. Contractor must provide for the safe and sanitary conditions for youth. Youth must have access
to working sinks, toilets, and showers at all times. Contractor must IMMEDIATELY or as soon as
reasonably possible report any flooding event(s) to the Contract Monitor and/or Metro General
Services. If reporting of these events are made by phone, contractor must follow up with written
notice to the Contract Monitor.
4. Contractor shall provide a system for trash and garbage disposal. The Facility shall be kept
clean and in good state of repair.
ARTICLE IV
FACILITY OPERATIONS: SAFETY AND SECURITY
Section 4.1: Central Control
1. Central Control shall be staffed by a minimum of one (1) staff person at all times. Staff identified
for the operation of Central Control shall not be used in a count determining the staff to juvenile
ratio. Access to Central Control shall be controlled and limited. Central Control shall monitor and
be responsible for juvenile counts, key control, and coordination of the internal and perimeter
security network. In general, it shall serve as the operations and communication center for the
Facility. Central Control shall report any problems with cameras or other safety/security concerns
related to the physical building to the SAA and the Contract Monitor IMMEDIATELY or as soon
as reasonably possible. Contractor is responsible for the housekeeping and preventative
maintenance of Central Control and all electronics therein.
Section 4.2: Security and Control

1. Contractor shall provide security and control of juveniles in compliance with the Standards.
Contractor’s Security and Control policies and procedures are approved by the Juvenile Court
Judge or authorized designee. Except when specifically relieved of the responsibility in writing by
the Juvenile Court Judge, the Contractor is responsible for the security of any juvenile in its
custody, at all times and locations, including, but not limited to, when juveniles are away from the
Facility at a medical/mental health clinic, and/or hospital.
Section 4.3: Safety and Emergency Procedures
1. Contractor shall cooperate with the Juvenile Court, Emergency Medical Services (EMS),
Metropolitan Nashville Police Department, Sheriff’s Office, and the Office of Emergency
Management (OEM) in managing unforeseen emergency, disaster, or any contingent juvenile
relocation plans.
2. Within thirty (30) days of contract effective date, the Contractor shall develop and submit to the
Juvenile Court Judge or authorized designee, minimally, the following written safety plans:
escape, riot and disturbance control, fire prevention, including fire and safety inspections, fire
evacuation drills, disaster preparedness plans to maintain the safety and security of juveniles,
essential lighting, power and communications, emergency evacuation plans, procedure to report
Juvenile and employee injuries, and provisions for testing equipment to maintain essential
lighting, power, and communications. (Note: Metro will provide maintenance of fire alarm and
smoke detection systems). All such procedures will comply with National Fire Protection
Association life safety codes, the Metro Code, any request of the Metro Fire Marshal, and Juvenile
Court policies designated by the Juvenile Court Judge.
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Section 4.4: Juvenile Head Counts
1. Contractor shall implement a system to physically count juveniles, properly notify appropriate
personnel, and confirm increases and decreases in the population on a shift-by-shift basis.
Population counts shall be maintained in the shift reports. Contractor shall submit a daily census
to the Court by 7:00 a.m. Contractor will perform a population count at the beginning of each shift.
Contractor personnel shall check juveniles in and out of all housing moves (e.g., admissions,
housing, education, medical, recreation, mealtime, releases). Further, such counts will readily
identify juveniles as being in the jurisdiction of Davidson County, the jurisdiction of another county,
being in state custody, or in booking at the time of the count. Juveniles in booking at the time of
the count shall not be included in the official count but shall be readily identified.
Section 4.5: Weekly Inspections of Safety Equipment
1. Contractor personnel shall perform daily security devices and equipment inspections to ensure
that all locks, door control devices/systems, communication devices/systems, video monitoring or
surveillance equipment/systems, windows, and any other security devices or equipment are fully
operational. Contractor personnel shall check emergency keys at least daily to make sure they
function properly. Contractor personnel shall check communication devices/systems every shift.
Contractor shall report any and all safety and security problems IMMEDIATELY, or as soon as
reasonably possible to the Contract Monitor. Results of all inspections shall be submitted in
writing to the Contract Monitor in monthly reports (See Schedule of Reports).
Section 4.6: Contraband
1. Contractor shall establish policies and practices for random room searches in compliance with
the Standards. Room searches shall be exhaustive and conducted on a regular basis. Room
searches are not to be used as a form of discipline or punishment. Contractor must establish
policies and practices to search all staff and visitors before entering the Facility. Staff and visitors
entering the Facility shall be searched electronically and/or any other means as deemed
necessary to prevent the introduction of contraband into the facility. All visitors to the Facility
suspected of bringing alleged contraband into the Facility shall be reported. Staff bringing alleged
contraband into the Facility shall be reported to the Authorities as contributing to the delinquency
of a minor and prosecuted accordingly. Contractor must take reasonable precautions to prevent
youth from obtaining contraband from people outside the Facility (i.e., contraband thrown into the
recreational area). Contraband is reported as an incident report (See Schedule of Reports).
Section 4.7: Contributing to the Delinquency of a Minor
1. Contractor shall establish polices to deter staff from contributing to the delinquency of a minor.
Staff allowing or encouraging fighting or other delinquent behavior between youth shall be
reported to the Authorities as contributing to the delinquency of a minor and prosecuted
accordingly. This is considered a serious incident (See Section 1.6).
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Section 4.8: Escapes
1. Escapes are considered Serious Incidents. A detailed written incident report shall be submitted
to the Contract Monitor within twenty-four (24) hours of the event occurrence. An investigative
report, including policy/procedure violations, shall be submitted to the Contract Monitor within
seventy-two (72) hours of the event occurrence. A plan of action report shall be submitted to the
Contract Monitor within one (1) week of the event occurrence (See Schedule of Reports).
2. Contractor shall attempt at all times to use safe means to prevent escapes and attempted
escapes to the Facility. Minimally, the Facility Director shall conduct quarterly escape response
drills. The Facility Director shall monitor employees’ compliance with all safety-related policies
and procedures, including escape response plans. Means of escape prevention cannot
endanger or cause harm to an escaped youth. Staff shall not attempt to apprehend an escaped
youth. Staff shall immediately follow all notification procedures.
3. Contractor shall NOT attempt any hot pursuit to apprehend youth who have escaped from the
Facility.
4. If an escape does occur, the Facility shall without delay IMMEDIATELY complete the following
notifications:
a. Call 911,
b. Notify the Facility Director or designee in the absence of the Facility Director;
c. And, notify the Contract Monitor.

5. Staff shall IMMEDIATELY lock-down the Facility and juveniles.
6. Staff shall IMMEDIATELY secure the area where the escape occurred.
7. Staff shall IMMEDIATELY conduct a physical head count and picture verification of the juveniles
to determine who escaped.
8. Staff shall maintain the normal security posture of the post and follow any and all staff
responsibilities as mandated by policy.
9. Contractor may be required to reimburse Metro for the actual reasonable and necessary cost of
returning escapees to the Facility upon receipt of documentation of such cost, and as determined
by the Metro Legal Department.
Section 4.9: Riots
1. Riots are considered Serious Incidents. A detailed written incident report shall be submitted to
the Contract Monitor within twenty-four (24) hours of the event occurrence. An investigative
report, including policy/procedure violations, shall be submitted to the Contract Monitor within
seventy-two (72) hours of the event occurrence. A plan of action report shall be submitted to the
Contract Monitor within one (1) week within the event occurrence (See Schedule of Reports).
2. Contractor shall attempt at all times to prevent riots and threats of security to the Facility.
Contractor shall exercise its best efforts to prevent riots. Minimally, Contractor shall conduct riot
response plan drills with Contractor’s personnel quarterly. Contractor shall monitor employees’
compliance with all safety-related policies and procedures, including riot response plan.
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3. If a riot does occur, the Facility shall without delay IMMEDIATELY complete the following
notifications:
a. Call 911,
b. Notify the SAA or designee in the absence of the SAA;
c. And, notify the Contract Monitor.
4. The Facility shall IMMEDIATELY follow all subsequent notification procedural duties as
mandated by policy.
5. Contractor shall IMMEDIATELY secure the area where the riot occurred.
6. Contractor shall IMMEDIATELY lock-down the Facility and juveniles.
7. Contract shall IMMEDIATELY conduct a physical head count and picture verification of the
juveniles.
8. Contractor shall IMMEDIATELY provide medical care services to juveniles harmed in a riot.
9. Contractor shall IMMEDIATELY provide medical care services to Contractor’s personnel harmed
in a riot.
10. Contractor shall maintain the normal security posture of the post and follow any and all staff
responsibilities as mandated by policy.
11. Contractor may be required to reimburse Metro for the actual reasonable and necessary
cost of fixing damages to FF&E occurred during the riot upon receipt of documentation of such
cost, and as determined by the Metro Legal Department.
Section 4.10: Disciplinary Procedures
1. Discipline is used to address juvenile behavior consequence. Contractor shall develop all
juvenile disciplinary policy and procedures in compliance with the Standards. Contractor shall
integrate the disciplinary process into the “Behavioral Management” program. Included in the
disciplinary process must be evidence of “step down” strategies and use of “time out” as an
alternative intervention.
2. Isolation is not used as a form of discipline.
3. Contract Monitor receives copies of all disciplinary reports within twenty-four (24) hours (See
Schedule of Reports).
Section 4.11: Use of Force
1. The use of physical force shall be limited to and in compliance with the Standards. The use of
force policy shall be reviewed and approved by the Juvenile Court Judge and Metro Department
of Law.
2. The use of physical force shall be limited to instances of self-protection, protection of the
juveniles or others, prevention of property damage and prevention of escapes and riots. Under
no circumstances shall physical force be used as discipline or punishment.
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3. The use of physical forces will be documented as an incident or serious incident report,
depending on the nature of the event. Minimally, whenever physical force is used, a written report
shall be prepared, documenting the nature of the force, how much force, why and whether there
were injuries to staff or juveniles and subsequent treatment thereof. All reports of use of physical
force shall be IMMEDIATELY or as soon as reasonably possible submitted to the SAA and
Contract Monitor; minimally within twenty-four (24) hours (See Schedule of Reports).
4. Contractor shall ensure that procedures are published governing the availability, control and use
of security devices. Security devices shall be used only at the direction of the SAA or designee. A
written report detailing all uses of security devices shall be prepared and submitted to the SAA
and Contract Monitor within twenty-four (24) hours. All persons injured or suspected of injury in
an incident (e.g. attempting to restrain and handcuff a juvenile) must receive an immediate
medical examination and treatment.
5. The use or possession of gases or mace for control of juveniles in the Facility shall be prohibited
except in emergency situations approved by the Juvenile Court Judge or on-call Judicial Officer.
A system of receipt for and the temporary safe storage of such equipment brought on the
Detention Center grounds are required. The use or possession of firearms within the Facility is
specifically and strictly prohibited.
ARTICLE V
FACILITY OPERATIONS: JUVENILE SERVICES
Section 5.1: Intake (Admission), Personal Property, and Release
1. Contractor shall provide personnel, and other resources to complete the admission of a juvenile
into detention, property management thereof, and release processes in compliance with the
Standards.
2. Contractor shall take all necessary and reasonable steps to assure the accuracy of all juvenile
records, particularly those records and data entry relating to the admission of youth, notification
to parent(s)/legal guardian(s)/Department of Children’s Services, and release of juveniles from
the Facility.
3. Metro will provide the electronic equipment/fingerprinting device necessary for the booking
process and provide necessary training in the use of the equipment and related Metro booking
procedures. Contractor staff is required to use the provided equipment consistent with provided
training and follow all related procedures and policies as established and provided by Metro.
Contractor is responsible for maintaining a supply of manual method fingerprinting supplies for
use in the event of temporary failure of the electronic fingerprinting device.
4. Contractor is required to follow procedures established by the Juvenile Court that may include
an Assessment Tool to determine whether or not a juvenile is detained in secure care or released
as non-detainable.
5. Contractor must maintain booking record data entry in an accurate manner as established in
any Metro provided policies and procedures. Any printed and/or electronic copy training materials
relevant to the booking procedures will be provided by Metro.
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6. Contractor shall keep status offenders separate from juveniles charged with delinquent offenses
at all times, from the booking process through release. Status offenders are juveniles who have
only been charged with an offense applicable to juveniles that would not be a crime or violation if
the person were an adult.
7. Contractor shall not refuse to take any juvenile that is assigned to the Facility by the Davidson
County Juvenile Court Judge or Magistrate.
8. Contractor shall also account for personal property and money taken from a juvenile and issue
a receipt to each juvenile for any and all items taken at any time. Contractor shall use a formal
property process and provide property bags to properly secure said items until the juvenile’s
release or transfer from custody. Contractor shall return the juvenile’s property at the time of
release/transfer from custody.
9. The Court shall reserve the right to assume the intake function with a written notice no less than
ninety (90) days in advance to the Contractor to facilitate transition.
Section 5.2: Classification and Orientation
1. Juveniles are assigned to the Facility by the Court or placed from other courts or agencies with
the approval of the Juvenile Court Judge.
2. Juveniles may only be detained at the Facility pursuant to an order of the Davidson County
Juvenile Court and/or pursuant to the Mandatory Guidelines for Detainment, and/or Detainment
Assessment Tools established by the Davidson County Juvenile Court.
3. Contractor shall provide orientation for detained juveniles within twenty-four (24) hours of
secure housing. This includes providing an orientation guidebook to the juveniles.
Section 5.3: Case Management
1. Contractor shall provide case management services in compliance with the Standards.
Minimally, case management services for the juvenile population will be provided on a daily basis
during general working hours.
Section 5.4: Behavior, Intervention, and Supports
1. Contractor shall utilize Positive Behavioral Interventions and Supports (“PBIS”) in all aspects of
detention, including programs and services, throughout the life of the contract. Contractor shall
ensure that all employees are trained in a traumatic stress response system to address the needs
of juveniles who have experienced traumatic stress. Contractor must document juvenile behavior,
including all disciplinary violations and incidents.
Section 5.5: Educational Services
1. The Metropolitan Government of Nashville and Davidson County Public Schools provides the
following educational services to the Facility: Evaluation and classification, academic and core
curriculum, GED programs, special educational programs. The Contractor shall comply with the
hours and all recommended educational services to juveniles.
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Section 5.6: Food Service
1. Contractor shall provide meal services in compliance with the Standards. Fresh fruits and
vegetables shall be included in meals to the extent practicable. Meals shall be nutritious,
wholesome, palatable, and served at proper food temperatures. Juvenile meals shall be planned
in accordance with the United States Department of Agriculture, National Research Council’s
recommended dietary allowance for male and female youth ages 12 – 18.
2. Contractor shall provide juvenile meals each day in accordance with the recommended dietary
allowance (RDA) standards for nutrients and calories for adolescent detainees.
3. Contractor’s registered dietician must approve the master cycle menu and special diet menus.
4. Contractor will provide meals and food service three (3) times per day, seven (7) days per week.
The Contractor shall serve two hot meals and one cold meal daily, with no more than fourteen
(14) hours between the breakfast and dinner meal. An evening snack will also be provided. Per
ACA standards, the Contractor must take and document food temperatures for all meals prepared
and served.
5. Contractor shall prepare medical special diet meals, ordered by a competent medical authority,
and religious special diet meals consistent with the general population cycle menu. The Contractor
shall provide liquid supplements, such as Ensure, as needed. Examples of special diets include:
 Pregnancy,
 Soft,
 Heart Healthy,
 Diabetic; and,
 Religious (including Kosher).
6. A juvenile shall begin receiving medical special diet meals no later than twenty-four (24) hours
following the initial medical order for such diet.
7. Juvenile Court shall review and approve all master cycle menus. Provided basic nutritional goals
are met, variations may be allowed based on weekend and holiday food demands. The kitchen
must comply with Metro Public Health Department (MPHD) regulations.
Section 5.7: Grievance Program
1. Contractor shall provide juveniles a formal grievance procedure which meets or exceeds the
Standards. The grievance program must be available to all juveniles and include at least one
level of appeal. A commensurate “plan of action” in response to the grievance shall be
established. The Contract monitor reviews all grievances and plans of action within twenty-four
(24) hours of the event’s occurrence.
Section 5.8: Laundry and Clothing Services
1. Contractor shall provide laundry and clothing services in compliance with the Standards.
Contractor shall provide complete laundry services for juveniles detained in the Facility and shall
furnish clean uniforms, undergarments, and other laundry items for detained juveniles. Juvenile
uniforms shall be pre-approved by the Juvenile Court Judge and single-piece jumpsuits will not
be approved as juvenile uniforms. Juvenile uniforms should include khaki or other similar - type
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pants, polo or other similar type shirts, and tennis shoes. Shirts shall be different colors for male
and female detainees.
Section 5.9: Library
1. Contractor shall maintain a general library in compliance with the Standards. To the extent
possible, such library services shall serve as an enhancement to structured educational services.
Library services shall not be withheld from juveniles as a form of discipline or punishment, except
under exceptional circumstances as approved by the Juvenile Court Judge and/or the Contract
Monitor.
Section 5.10: Mail Service
1. Contractor shall provide mail services in compliance with the Standards. Contractor will provide
pick-up and delivery of juvenile mail. Contractor shall provide policy and procedures for the
mailing of legal documents to courts or legal counsel and a reasonable amount of postage for
other purposes, for all juveniles. Contractor will provide first class postage for all juveniles. Mail
services shall not be withheld from juveniles as a form of discipline or punishment, except under
exceptional circumstances as approved by the Juvenile Court Judge and/or the Contract Monitor.
Section 5.11: Medical/Dental Services
1. Contractor shall provide medical and dental services in compliance with the Standard.
2. Unless the juvenile is in the custody of the Department of Children’s Services or the juvenile
has medical insurance coverage under TennCare or third-party private insurance, then Contractor
will be responsible for the payment of all medical costs, including but not limited to:
a) all care provided within the facility;
b) all outside physician visits and other out-patient treatment, including dental,
psychological, and/or psychiatric;
c) all medically related transportation;
d) all in-patient hospital costs, including hospitalization for psychiatric reasons.
3. The Privacy Rule from the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
contains requirements regarding the use and disclosure of protected health information. One of
these requirements is to secure a written agreement from entities meeting the definition of
"Business Associate." A "Business Associate" for Metro is defined as a company or person,
outside of Metro's workforce, who on behalf of Metro provides a service or function that involves
the use or disclosure of individually identifiable health information to perform the service or
function. This is included as part of the Metro Information Security Agreement and will be included
as part of the resulting contract as an exhibit.
4. Contractor shall provide an “on call” physician to perform all regular physicals for youth
detained. Contractor shall notify the Court should there be a juvenile with any suspected
communicable disease, and of any juvenile who is medically fragile.
5. Contractor to provide medical, dental and medication services in compliance with the Standards
and shall include, but not be limited to:
a) Juvenile access to twenty-four (24) hour a day, seven (7) days a week emergency
medical, psychiatric, and dental care provided by certified, licensed or registered health
care professionals;
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b) At least sixteen (16) hours per day, (7) seven days a week on-site nursing care;
c) Initial health care screening;
d) Triaging of complaints seven (7) days a week;
e) Sick call
f) Maintenance of medical health records;
g) Ancillary services (e.g., radiology, laboratory, etc.);
h) Pharmaceutical services and supplies;
i) Optometry services;
j) Health education;
k) Hospitalization services;
l) Counseling programs including at a minimum anger management, substance abuse
counseling, crisis counseling, and case management; and,
m)Dental care
Section 5.12: Phone Services
1.Contractor will provide reasonable telephone access to the juveniles in compliance with the
Standards. Neither the Contractor nor Juvenile Court will benefit from monetary proceeds from
said phone services. Provision shall be made to allow phone calls from the juvenile’s approved
contact list necessary to the well-being of the child without cost to the family or child.
2. Contractor shall immediately report, or as soon as reasonably possible, to the Contract Monitor
when phones are not working. Phone service shall not be withheld from juveniles as a form of
discipline or punishment, except under exceptional circumstances as approved by the Juvenile
Court Judge and/or the Contract Monitor.
Section 5.13: Program Services
1. Contractor shall provide Positive Youth Development program services in compliance with the
Standards. Contractor shall provide the Contract Monitor a list of programming, activities, and
providers in the monthly report (See Schedule of Reports). Programming shall not be withheld
from juveniles as a form of discipline or punishment, except under exceptional circumstances as
approved by the Juvenile Court Judge and/or the Contract Monitor.
Section 5.14: Recreation/Services
1. Contractor shall provide recreational opportunities and leisure time programs in compliance
with or exceed the Standards. Metro provides exercise equipment and a recreation area for
a variety of indoor and outdoor activities. Recreation shall not be withheld from juveniles as a
form of discipline or punishment, except under exceptional circumstances as approved by the
Juvenile Court Judge and/or the Contract Monitor.
Section 5.15: Religious Services
1. Contractor shall ensure the availability of religious programs and services in compliance
with the Standards. Religious services shall not be withheld from juveniles as a form of discipline
or punishment, except under exceptional circumstances as approved by the Juvenile Court Judge
and/or the Contract Monitor.
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Section 5.16: Sanitation and Hygiene Toiletries and Bedlinens
1. Contractor shall provide sanitary and hygienic toiletries and bedlinens in compliance with the
Standards.
2. Contractor shall be responsible for providing each juvenile with clean bed linens (including
pillowcases, sheets, and blankets) and towels.
3. Contractor shall ensure the issue of clean usable bed linens, towels, shoes, and clothing to all
juveniles with provision for exchange or laundering.
4. Contractor shall provide each juvenile with the following articles for personal hygiene: soap,
toothbrush, toothpaste, comb/brush, toilet paper, deodorant and all other necessary sanitary
supplies.
Section 5.17: Transportation Services

1. Contractor shall provide transportation services, or shall contract with an approved third-party
provider, in compliance with the Standards. Contractor is responsible to transport to and from the
Facility for medical, dental, psychological, psychiatric or other health related or evaluation related
purposes. In the event that external security is needed at a hospital or other Facility for a period
of treatment or evaluation lasting up to eight hours, Contractor will provide such security at no
additional cost to Metro.
Section 5.18: Visitation
1. Contractor shall provide visitation in compliance with the Standards.
2. Contractor shall provide daily and weekly visitation schedules and maintain proper staffing
for said schedules. Contractor must provide “special” visitation schedules when
parent(s)/guardian(s) cannot make themselves available during regular visitation schedules.
Contractor shall provide accommodations for Attorney visitation in a private and confidential area.
Visitation shall not be withheld from juveniles as a form of discipline or punishment, except under
exceptional circumstances as approved by the Juvenile Court Judge and/or the Contract Monitor.
While Facility operations may impact how quickly a juvenile can be made available to a lawyer or
lawyer’s agent, legal visits generally take place any time of the day except night or during count
or an emergency.
Section 6.0 – Alternate location operations
1. In the event that the facility, which is part of the Juvenile Justice Center (JJC) at 100 Woodland
Street, is required to be temporarily closed for necessary repairs or renovations to the JJC, the
Contractor shall fully support the continued provision of all contracted services at alternate
locations as may be provided by Metro.

Exhibit C ‐ MISA Terms and Conditions Contract 6516822
SECTION A‐1

General Terms and Conditions

1 Safeguards. In addition to the controls specified in the exhibits to this Agreement, Contractor agrees to implement administrative,
physical, and technical safeguards to protect the availability, confidentiality and integrity of Metropolitan Government of Nashville
and Davison County (Metro Government) Information, information technology assets and services. All such safeguards shall be
in accordance with industry‐wide best security practices and commensurate with the importance of the information being
protected, but in no event less protective than those safeguards that Contractor uses to protect its own information or information
of similar importance, or is required by applicable federal or state law.

2 Inventory. Contractor agrees to maintain at all times during the Term of this Agreement a Product and Service Inventory.
Contractor shall upon request of Metro Government, which shall be no more frequently than ‐annually, provide the current
Product and Service Inventory to Metro Government within thirty (30) days of the request.

3 Connection of Systems or Devices to the Metro Government Network. Contractor shall not place any systems or devices on the
Metro Government Network without the prior written permission of the Director of ITS, designee, or the designated Metro
Government contact for this Agreement.

4 Access Removal. If granted access to Metro Government Network or systems, Contractor and its Agents shall only access those
systems, applications or information which they are expressly authorized by Metro Government to access, even if the technical
controls in the system or application do not prevent Contractor or its Agent from accessing those information or functions outside
of Metro Government’s authorization. Contractor shall impose reasonable sanctions against any Agent who attempts to bypass
security controls. Notwithstanding anything to the contrary in the Purchasing Agreement or other agreement between Metro
Government and Contractor, Metro Government at its sole discretion and with thirty (30) day advanced notice, may refuse
granting access right to Metro Government Network or Sensitive Information to any Agent of Contractor, and may at any time
remove access rights (whether physical premise access or system access) from Contractor or any Agents, without prior notice or
liability to Contractor, if Metro Government reasonably suspects a security violation by Contractor or such Agent or otherwise
deems such action appropriate to protect Metro Government Infrastructure, Metro Government Network or Metro Government
Information.

5 Subcontracting/Outsourcing.

5.1 Prior Approval. Without Metro Government’s prior written consent, Contractor may not subcontract with a third party to
perform any of its obligations to Metro Government which involves access to Metro Government Information or connection
to Metro Government Network. Nor shall Contractor outsource any Contractor infrastructure (physical or virtual) which
Stores Sensitive Information without such consent. To obtain Metro Government’s consent, Contractor shall contact the
Metro Government ITS department. In addition, Metro Government may withdraw any prior consent with thirty (30) day
advanced notice if Metro Government reasonably suspect a violation by the subcontractor or outsource provider of this
Agreement, or otherwise deems such withdraw necessary or appropriate to protect Metro Government Network, Metro
Government Infrastructure or Metro Government Information.

5.2 Subcontractor Confidentiality. Contractor Agents are bound by the same confidentiality obligations set forth in this
Agreement. Contractor or its Agent may not transfer, provide access to or otherwise make available Metro Government
Information to any individual or entity outside of the United States (even within its own organization) without the prior
written consent of Metro Government. To obtain such consent, Contractor shall send Metro Government a notice detailing
the type of information to be disclosed, the purpose of the disclosure, the recipient’s identification and location, and other
information required by Metro Government.

5.3 Contractor Responsibility. Prior to subcontracting or outsourcing any Contractor’s obligations to Metro Government,
Contractor shall enter into a binding agreement with its subcontractor or outsource service provider (“Third Party
Agreement”) which (a) prohibits such third party to further subcontract any of its obligations, (b) contains provisions no
less protective to Metro Government Network, Metro Government Infrastructure and/or Metro Government Information
than those in this Agreement, and (c) expressly provides Metro Government the right to audit such subcontractor or
outsource service provider to the same extent that Metro Government may audit Contractor under this Agreement.
Contractor warrants that the Third Party Agreement will be enforceable by Metro Government in the U.S. against the
subcontractor or outsource provider (e.g., as an intended third party beneficiary under the Third Party Agreement).
Metro ISA v1.9

Without limiting any other rights of Metro Government in this Agreement, Contractor remains fully responsible and liable
for the acts or omissions of its Agents. In the event of an unauthorized disclosure or use of Sensitive Information by its
Agent, Contractor shall, at its own expense, provide assistance and cooperate fully with Metro Government to mitigate the
damages to Metro Government and prevent further use or disclosure.

6 Additional Cyber Liability Insurance. Contractor will carry an additional‐ two million ($2,000,000) dollars of Cyber Liability
insurance if they collect, store, and/or process any Metro Government Information that has not been specifically classified as
public information by Metro.
Metro ISA v1.9

SECTION A‐2

Definitions

Capitalized terms used in the Agreement shall have the meanings set forth in this Exhibit A‐2 or in the Metropolitan Government
Information Security Glossary, which can be found on the Metropolitan Government of Nashville website . Terms not defined in this
Exhibit A‐2 or otherwise in the Agreement shall have standard industry meanings.

1. “Affiliates” as applied to any particular entity, means those entities, businesses, and facilities that are controlled by, controlling,
or under common control with a stated entity, as well as (with respect to Metro Government) any entity to which Metro
Government and/or any of the foregoing provides information processing services.

2. “Agent” means any subcontractor, independent contractor, officer, director, employee, consultant or other representative of
Contractor, whether under oral or written agreement, whether an individual or entity.

3. “Agreement” means this Information Security Agreement, including all applicable exhibits, addendums, and attachments.

4. “Information Breach” means any actual or suspected unauthorized disclosure or use of, or access to, Metro Government
Information, or actual or suspected loss of Metro Government Information.

5. “Effective Date” means the date first set forth on page 1 of the Agreement.

6. “Metro Government Information” means an instance of an information type belonging to Metro Government. Any
communication or representation of knowledge, such as facts, information, or opinions in any medium or form, including textual,
numerical, graphic, cartographic, narrative or audiovisual, owned by or entrusted to Metro Government.

7. “Metro Government Infrastructure” means any information technology system, virtual or physical, which is owned, controlled,
leased, or rented by Metro Government, either residing on or outside of the Metro Government Network. Metro Government
Infrastructure includes infrastructure obtained from an IAAS provider or systems that are provided and located on the Metro
Government Network as part of a Service.

8. “Metro Government Network” means any Wide Area Network (WAN) or Local Area Network (LAN) owned, operated, managed
or controlled by Metro Government.

9. “Term” means the period during which this Agreement is in effect.
Metro ISA v1.9

SECTION AST

Agent Security and Training

1 Background Check. Contractor shall perform a background check which includes a criminal record check on all Agents, who may
have access to Metro Government Information. Contractor shall not allow any Agents to access Metro Government Information
or perform Services under a Purchasing Agreement if Contractor knows or reasonably should know that such Agent has been
convicted of any felony or has been terminated from employment by any employer or contractor for theft, identity theft,
misappropriation of property, or any other similar illegal acts.

2 Information Security Officer. If Agents will access or handle Metro Government Information, Contractor shall designate an
Information Security Officer, who will be responsible for Contractor information security and compliance with the terms of this
Agreement as it relates to Metro Government Information.

3 Agent Access Control. Contractor shall implement and maintain procedures to ensure that any Agent who accesses Metro
Government Information has appropriate clearance, authorization, and supervision. These procedures must include:

3.1 Documented authorization and approval for access to applications or information stores which contain Metro Government
Information; e.g., email from a supervisor approving individual access (note: approver should not also have technical rights
to grant access to Sensitive Information); documented role‐based access model; and any equivalent process which retains
documentation of access approval.

3.2 Periodic (no less than annually) reviews of Agent user access rights in all applications or information stores which contain
Sensitive Information. These reviews must ensure that access for all users is up‐to‐date, appropriate and approved.

3.3 Termination procedures which ensure that Agent’s user accounts are promptly deactivated from applications or
information stores which contain Sensitive Information when users are terminated or transferred. These procedures must
ensure that accounts are deactivated or deleted no more than 14 business days after voluntary termination, and 24 hours
after for cause terminations.

3.4 Procedures which ensure that Agent’s user accounts in applications or information stores which contain Sensitive
Information are disabled after a defined period of inactivity, no greater than every 180 days.

3.5 Procedures which ensure that all Agents use unique authentication credentials which are associated with the Agent’s
identity (for tracking and auditing purposes) when accessing systems which contain Sensitive Information.

3.6 Contractor will maintain record of all Agents who have been granted access to Metro Government Sensitive
Information. Contractor agrees to maintain such records for the length of the agreement plus 3 years after end of
agreement. Upon request, Contractor will supply Metro Government with the names and login IDs of all Agents who had
or have access to Metro Government Information.

4 Agent Training.

4.1 Contractor shall ensure that any Agent who access applications or information stores which contain Metro Government
Information are adequately trained on the appropriate use and protection of the information or information and the
security of the application. Completion of this training must be documented and must occur before Agent may access any
Sensitive Information. This training must include, at a minimum:
4.1.1 Appropriate identification and handling of Metro Government Information
Metro ISA v1.9

4.1.1.1 Awareness of confidentiality requirements contained in this Agreement;

4.1.1.2 Procedures for encrypting Metro Government Information before emailing or transmitting over an
Open Network, if the information classification of the information requires these controls;

4.1.1.3 Procedures for information storage on media or mobile devices (and encrypting when necessary).
4.1.2 Education about the procedures for recognizing and reporting potential Information Security Incidents;
4.1.3 Education about password maintenance and security (including instructions not to share passwords);
4.1.4 Education about identifying security events (e.g., phishing, social engineering, suspicious login attempts and
failures);
4.1.5 Education about workstation and portable device protection; and
4.1.6 Awareness of sanctions for failing to comply with Contractor security policies and procedures regarding
Sensitive Information.
4.1.7 Periodic reminders to Agents about the training topics set forth in this section.

4.2 Contractor shall ensure that any Agent who accesses applications or information stores which contain Metro Government
Information are adequately trained on the appropriate use and protection of this information. Completion of this training
must be documented and must occur before Agent may access any Metro Government Information. This training must
include, at a minimum:
4.2.1 Instructions on how to identify Metro Government Information.
4.2.2 Instructions not to discuss or disclose any Sensitive Information to others, including friends or family.
4.2.3 Instructions not to take media or documents containing Sensitive Information home unless specifically
authorized by Metro Government to do so.
4.2.4 Instructions not to publish, disclose, or send Metro Government Information using personal email, or to
any Internet sites, or through Internet blogs such as Facebook or Twitter.
4.2.5 Instructions not to store Metro Government Information on any personal media such as cell phones, thumb
drives, laptops, personal digital assistants (PDAs), unless specifically authorized by Metro Government to
do so as part of the Agent’s job.
4.2.6 Instructions on how to properly dispose of Metro Government Information, or media containing Metro
Government Information, according to the terms in Exhibit DMH as well as applicable law or regulations.

5 Agent Sanctions. Contractor agrees to develop and enforce a documented sanctions policy for Agents who inappropriately
and/or in violation of Contractor’s policies and this Agreement, access, use or maintain applications or information stores which
contain Sensitive Information. These sanctions must be applied consistently and commensurate to the severity of the violation,
regardless of level within management, and including termination from employment or of contract with Contractor.
Metro ISA v1.9

SECTION AV

Protection Against Malicious Software

1 Microsoft Systems on Metro Government Networks. For Products which will be installed on Microsoft Windows Systems residing
on Metro Government Network, Contractor warrants that the Product will operate in conjunction with Metropolitan Government
Antivirus Software, and will use real time protection features.

2 Non‐Microsoft Systems on Metro Government Networks. For Products installed on non‐Microsoft Windows Systems residing
on Metro Government Network, Contractor shall allow Metro Government to install Antivirus Software on such Products where
technically possible. Upon Metro Government’s request, Contractor shall provide the requisite information to implement such
Antivirus Software in a manner which will not materially impact the functionality or speed of the Product.
Metro ISA v1.9

SECTION BU

Information Backup, Contingency Planning and Risk Management

1 General.

1.1 Contractor agrees to backup Metro Government Information which Contractor maintains or Stores. Backup and restoration
procedures and related infrastructure, including frequency of backup, offsite storage, media lifespan and media reliability,
must be commensurate with the criticality and availability requirement of the Metro Government Information being
backed up.

1.2 Upon Metro Government’s request, Contractor shall supply Metro Government with an inventory of Metro Government
Information that Contractor Stores and/or backed up.

1.3 Contractor shall periodically, no less often than annually, test backup tapes or media by restoring Metro Government
Information to a system similar to the original system where the Metro Government Information are stored.

1.4 Upon Metro Government’s request, Contractor shall supply copies of Metro Government Information in a format
requested by Metro Government.

1.5 Contractor shall backup business critical information at a frequency determined by Metro Government business owner.

2 Storage of Backup Media. Contractor shall store archival and backup media in a secured offsite location. Upon request,
Contractor will promptly notify Metro Government of the physical address of the offsite location. The backups of the information
should be stored in a manner commiserate with the security around the information. The backup tapes should be encrypted if
the sensitivity of the information requires that level of security.

3 Disaster Recovery Plan. Contractor will maintain a Disaster Recovery Plan for all applications or information stores which contain
business critical information. This plan will outline the procedures necessary to restore business critical information on the
application or systems in a timely fashion in the case of an emergency or disaster.

4 Emergency Mode Operation Plan. Contractor shall maintain an emergency mode operating plan which ensures that systems or
applications using or accessing business critical information are operational during an emergency or natural disaster, or are made
operational after a disaster in a prompt manner, commensurate with the criticality of the information on the system.

5 Testing and Revision Procedure. Contractor agrees to test, at least annually, Contractor Disaster Recovery Plan and emergency
mode operations plan and maintain a documented procedure for such testing. Contractor shall document the results and findings
from such testing and revise the plan accordingly.

6 Risk Management Requirements. Contractor shall implement internal risk management practices to ensure the confidentiality,
integrity and availability of Metro Government Information. These practices will be no less secure than the ones used by
Contractor to protect Contractor's own Sensitive Information or information of comparable sensitivity.
Metro ISA v1.9

SECTION CSP

Cloud Service Providers

1 Certifications and Compliance.
1.1. Upon Metro’s request, Contractor will, on at least an annual basis, perform an audit using personnel other than those
of the Facility, on internal and external Contractor procedures and systems that access or contain Metro Data.
1.2. Upon Metro’s request, Contractor will provide Metro with a copy of the audit results.
1.3. Contractor agrees to comply with all applicable privacy laws.

2 Data Security. Metro data, including but not limited to data hosted, stored, or held by the Contractor in the Product(s) or in
the platform operated by Contractor, or on any device owned or in the custody of Contractor, its employees, agents or
Contractors, will be encrypted. Contractor will not transmit any unencrypted Metro Data over the internet or a wireless
network, and will not store any Metro Data on any mobile computing device, such as a laptop computer, USB drive or portable
data device, except where there is a business necessity and then only if the mobile computing device is protected by industry‐
standard encryption software approved by Metro.

3 Use of Subcontractors. The Contractor shall retain operational configuration and control of data repository systems used to
process and store Metro data to include any or remote work. In the event that the Contractor has subcontract the operational
configuration and control of any Metro data, Contractor is responsible for ensuring that any third parties that provide services
to the Contractor meets security requirements that the Contractor has agreed upon in this contract.

4 Location of Data. The Contractor shall maintain all data within the United States, which means the 50 States, the District of
Columbia, and outlying areas. The Contractor shall provide Metro with a list of the physical locations that may contain Metro
data within 20 days with updates on a quarterly basis.

5 Personnel Access. The Contactor will require all employees who will have access to Metro data, the architecture that supports
Metro data, or any physical or logical devices/code to pass an appropriate background investigation.

6 Asset Availability.
6.1. The Contractor must inform Metro of any interruption in the availability of the cloud service as required by the agreed
upon service level agreement. Whenever there is an interruption in service, the Contractor must inform Metro of the
estimated time that the system or data will be unavailable. The Contractor must provide regular updates to Metro on the
status of returning the service to an operating state according to any agreed upon SLAs and system availability
requirements.
6.2. The Contractor shall be responsible for maintaining and ensuring continued compatibility and interoperability with Metro’s
systems, infrastructure, and processes for the term of the contract. In the event of an unavoidable compatibility and
interoperability issue, the Contractor shall be responsible for providing timely notification to Metro and shall be responsible
for working with Metro to identify appropriate remedies and if applicable, work with Metro to facilitate a smooth and
seamless transition to an alternative solution and/or provider.

7 Misuse of Metro Data and Metadata.
7.1. The Contractor shall not access, use, or disclose Metro data unless specifically authorized by the terms of this contract or a
task order issued hereunder. If authorized by the terms of this contract or a task order issued hereunder, any access to, or
use or disclosure of, Metro data shall only be for purposes specified in this contract or task order. Contractor shall ensure
Metro ISA v1.9

that each of its employees and representatives, and any others (e.g., subcontractor employees) performing duties
hereunder, shall, prior to obtaining access to any Metro data, sign a contract or task order specific nondisclosure
agreement.
7.2. The Contractor shall use Metro‐related data only to manage the operational environment that supports Metro data and for
no other purpose unless otherwise permitted with the prior written approval of the Contracting Officer. A breach of the
obligations or restrictions may subject the Contractor to criminal, civil, administrative, and contractual actions in law and
equity for penalties, damages, and any other appropriate remedies by any party adversely affected by the breach.

8 Data Breach and Incident Reporting.
8.1. If a cyber breach occurs, the Contractor will submit reports of cyber incidents through approved reporting mechanisms. The
Contractor’s existing notification mechanisms that are already in place to communicate between the Contractor and its
customers may be used, as long as those mechanisms demonstrate a level of assurance, equivalent to the listed encrypted
mechanisms, for the confidentiality and integrity of the information.
8.2. The Contractor will use a template format when reporting initial incidents by secure fax, telephonically, or by other
electronic means. Initial reports may be incomplete. Reporting should balance the necessity of timely reporting (reports
with critical information) versus complete reports (those with all blocks completed). Timely reporting is vital, and complete
information should follow as details emerge.
8.3. In addition to the above, if the incident concerns a breach of PII or a potential breach of PII, the Contractor will report to
the contracting officer’s designee within 24 hours of the discovery of any data breach. The Contractor shall provide Metro
with all information and cooperation necessary to enable compliance by the Contractor and/or Metro with data breach
reporting and mitigation actions required by applicable law, regulation, policy, and this contract.

9 Facility Inspections. The Contractor agrees to have an independent third party, or other industry recognized firm which has been
approved by Metro, or personnel other than employees of the facility, conduct a security audit based on Metro’s criteria as needed,
but no more than once a year. The audit results and Contractor's plan for addressing or resolving of the audit results shall be
shared with Metro within 20 days of the Contractor's receipt of the audit results.

10 Law Enforcement.
10.1. The Contractor shall record all physical access to the cloud storage facilities and all logical access to Metro data. This may
include the entrant’s name, role, purpose, account identification, entry and exit time.
10.2. If Metro data is co‐located with the non‐Metro data, the Contractor shall isolate Metro data into an environment where it
may be reviewed, scanned, or forensically evaluated in a secure space with access limited to authorized Metro personnel
identified by the Metro personnel, and without the Contractor’s involvement.

11 Maintenance. The Contractor shall be responsible for all patching and vulnerability management (PVM) of software and other
systems’ components supporting services provided under this agreement to prevent proactively the exploitation of IT
vulnerabilities that may exist within the Contractor’s operating environment. Such patching and vulnerability management shall
meet the requirements and recommendations of NIST SP 800‐40, with special emphasis on assuring that the vendor’s PVM
systems and programs apply standardized configurations with automated continuous monitoring of the same to assess and
mitigate risks associated with known and unknown IT vulnerabilities in the Contractor’s operating environment. Furthermore,
the Contractor shall apply standardized and automated acceptable versioning control systems that use a centralized model to
capture, store, and authorize all software development control functions on a shared device that is accessible to all developers
authorized to revise software supporting the services provided under this agreement. Such versioning control systems shall be
configured and maintained to assure all software products deployed in the Contractor’s operating environment and serving
Metro are compatible with existing systems and architecture of Metro.

12 Notification. The Contractor shall notify Metro within 60 minutes of any warrants, seizures, or subpoenas it receives that could
result in the loss or unauthorized disclosure of any Metro data. The Contractor shall cooperate with Metro to take all measures
to protect Metro data from any loss or unauthorized disclosure that might reasonably result from the execution of any such
warrant, seizure, subpoena, or similar legal process.

13 Supply Chain. The Contractor is responsible for exercising due diligence to use genuine hardware and software products that
are free of malware.

14 Service Level Agreements. The Contractor shall work with Metro to develop a service level agreement, including defining roles,
responsibilities, terms, and clear measures for performance by Contractor.
Metro ISA v1.9

SECTION DMH

Device and Storage Media Handling

1 Portable Media Controls. Contractor (including its Agents) shall only store Metro Government Information on portable device or
media when expressly authorized by Metro Government to do so. When Contractor stores Metro Government Sensitive
Information or on portable device or media, Contractor shall employ the following safeguards:

1.1 Access to the device or media shall require a password or authentication;

1.2 The device or media shall be encrypted using Strong Encryption;

1.3 The workstation or portable device or media containing Metro Government Information must be clearly identified or
labeled in such a way that it can be distinguished from other media or device which is not used to store Sensitive
Information.

1.4 The device or media must be accounted for by a system or process which tracks the movements of all devices or media
which contain Metro Government Information.

2 Media Disposal.

2.1 Contractor shall only dispose of media containing Metro Government Information when authorized by Metro Government.

2.2 Contractor shall dispose of any media which stores Metro Government Information in accordance with media sanitization
guidelines for media destruction as described in NIST document NIST SP800‐88: Guidelines for Media Sanitization. The
Guidelines are currently available at http://csrc.nist.gov/publications/PubsSPs.html

2.3 Upon Metro Government request, Contractor shall promptly provide written certification that media has been properly
destroyed in accordance with this Agreement.

2.4 Contractor may not transport or ship media containing Metro Government Information unless the media is Encrypted using
Strong Encryption, or the information on the media has been sanitized through complete information overwrite (at least
three passes); or media destruction through shredding, pulverizing, or drilling holes (e.g. breaking the hard drive platters).

3 Media Re‐Use.

3.1 Contractor shall not donate, sell, or reallocate any media which stores Metro Government Information to any third party,
unless explicitly authorized by Metro Government.

3.2 Contractor shall sanitize media which stores Metro Government Information before reuse by Contractor within the
Contractor facility.
Metro ISA v1.9

SECTION ENC

Encryption and Transmission of Information

1 Contractor shall Encrypt Metro Government Sensitive Information whenever transmitted over the Internet or any untrusted
network using Strong Encryption. Encryption of Sensitive Information within the Metro Government Network, or within
Contractor’s physically secured, private information center network, is optional but recommended.

2 Contractor shall Encrypt Metro Government Authentication Credentials while at rest or during transmission using Strong
Encryption.

3 Contractor shall Encrypt, using Strong Encryption, all Sensitive Information that is stored in a location which is accessible from
Open Networks.

4 If information files are to be exchanged with Contractor, Contractor shall support exchanging files in at least one of the Strongly
Encrypted file formats, e.g., Encrypted ZIP File or PGP/GPG Encrypted File.

5 All other forms of Encryption and secure hashing must be approved by Metro Government.
Metro ISA v1.9

SECTION IR

Incident Response

1 Incident Reporting. Contractor shall report any Information Security Incident of which it becomes aware, or failure of any
technical or procedural controls, which has or had a potential to affect Metro Government Network, Metro Government
Infrastructure or Metro Government Information to Metro Government and according to the following timeline and procedure:

1.1 Contractor shall promptly report to Metro Government any successful Information Security Incident (with or without actual
harm to system or information) within 24 hours of becoming aware of the incident. At a minimum, such report shall
contain: (a) date and time when the Information Security Incident occurred; (b) the date and time when such incident was
discovered by Contractor; (b) identification of the systems, programs, networks and/or Metro Government Information
affected by such incident; (c) preliminary impact analysis; (d) description and the scope of the incident; and (e) any
mitigation steps taken by Contractor However, if Contractor is experiencing or has experienced a Information Breach or a
successful Information Security Incident to systems that host or Store Sensitive Information or an Information Security
Incident that is causing or has caused material disruption to the functionality or operation of Contractor systems or damage
to Contractor hardware, software or information, including a successful attack by Malicious Software, Contractor shall
report such security breach or incident to Metro Government both to the ITS Help Desk at (615) 862‐HELP and to the Metro
Government department within 24 hours from Contractor’s reasonable awareness of such security breach or incident.

1.2 Contractor shall document any attempted but unsuccessful Information Security Incident of which it becomes aware and
report to Metro Government upon its request. The frequency, content, and format of such report will be mutually agreed
upon by the parties.

2 Incident Response.

2.1 Contractor shall have a documented procedure for promptly responding to an Information Security Incidents and
Information Breach that complies with applicable law and shall follow such procedure in case of an incident. Contractor
shall have clear roles defined and communicated within its organization for effective internal incidence response.

2.2 Contractor shall designate a contact person for Metro Government to contact in the event of an Information Security
Incident. This contact person should possess the requisite authority and knowledge to: (i) act as a liaison to communicate
between Contractor and Metro Government regarding the incident (including providing information requested by Metro
Government); (ii) perform the reporting obligations of Contractor under this exhibit; and (iii) develop a mitigation strategy
to remedy or mitigate any damage to Metro Government Network, Metro Government Infrastructure, Metro Government
Information or the Product or Service provided to Metro Government that may result from the Information Security
Incident.
Metro ISA v1.9

SECTION LOG

Audit Logs

1 Audit Log Information. The Product or Service will provide user activity Audit Log information. Audit Log entries must be
generated for the following general classifications of events: login/logout (success and failure); failed attempts to access system
resources (files, directories, information bases, services, etc.); system configuration changes; security profile changes (permission
changes, security group membership); changes to user privileges; actions that require administrative authority (running privileged
commands, running commands as another user, starting or stopping services, etc.); and remote control sessions (session
established, login, logout, end session, etc.). Each Audit Log entry must include the following information about the logged event:
date and time of event; type of event; event description; user associated with event; and network identifiers (IP address, MAC
Address, etc.) or logical identifiers (system name, port, etc.).

2 Audit Log Integrity. Contractor shall implement and maintain controls to protect the confidentiality, availability and integrity of
Audit Logs.

3 User Access Audit. Upon Metro Government’s request, Contractor shall provide Audit Logs of Metro Government's users of the
Product or Service to Metro Government.

4 Audit Log Feed. Upon request, Contractor shall implement a regular, but in no event less than daily, automated Audit Log feed
via a secured, persistent connection to Metro Government Network so that Metro Government may monitor or archive Audit Log
information relating to Metro Government’s users on Metro Government systems.

5 Audit Log Availability.

5.1 Contractor shall ensure that Audit Logs for the Product or Service for the past 90 days are readily accessible online.

5.2 If for technical reasons or due to an Information Security Incident, the online Audit Logs are not accessible by Metro
Government or no longer trustworthy for any reason, Contractor shall provide to Metro Government trusted Audit Log
information for the past 90 days within 2 business days from Metro Government’s request.

5.3 Contractor shall provide or otherwise make available to Metro Government Audit Log information which are 91 days or
older within 14 days from Metro Government’s request.

5.4 Contractor shall make all archived Audit Logs available to Metro Government no later than thirty (30) days from Metro
Government’s request and retrievable by Metro Government for at least one (1) year from such request.

5.5 Contractor shall agree to make all Audit Logs available in an agreed upon format.
Metro ISA v1.9

SECTION NET

Network Security

1 Network Equipment Installation.

1.1 Contractor shall not install new networking equipment on Metro Government Network without prior written permission
by the Metro Government ITS department. Contractor shall not make functional changes to existing network equipment
without prior written consent of such from Metro Government ITS department.

1.2 Contractor shall provide the Metro Government ITS department contact with documentation and a diagram of any new
networking equipment installations or existing networking equipment changes within 14 days of the new installation or
change.

1.3 Contractor shall not implement a wireless network on any Metro Government site without the prior written approval of
the Metro Government ITS contact , even if the wireless network does not connect to the Metro Government Network.
Metro Government may limit or dictate standards for all wireless networking used within Metro Government facility or
site.

2 Network Bridging. Contractor shall ensure that no system implemented or managed by Contractor on the Metro Government
Network will bridge or route network traffic.

3 Change Management. Contractor shall maintain records of Contractor installations of, or changes to, any system on the Metro
Government Network. The record should include date and time of change or installation (start and end), who made the change,
nature of change and any impact that the change had or may have to the Metro Government Network, Metro Government system
or Metro Government Information.

4 System / Information Access.

4.1 Contractor and its Agents shall only access system, application or information which they are expressly authorized by Metro
Government to access, even if the technical controls in the system or application do not prevent Contractor or its Agent
from accessing those information or functions outside of Metro Government’s authorization. Contractor shall impose
reasonable sanctions against any Agent who attempts to bypass Metro Government security controls.

4.2 Contractor shall only use Metro Government approved methods to configure Metro Government systems or application or
grant access to systems.

4.3 Contractor shall use the Principle of Least Privilege when granting access to Metro Government Information, network or
systems.
Metro ISA v1.9

SECTION PAT

Patch Creation and Certification

1 Security Patch Required. Unless otherwise expressly agreed by Metro Government and Contractor, for Products that are no longer
under performance warranty, Contractor shall provide no less than standard maintenance and support service for the Products,
which service includes providing Security Patches for the Products, for as long as Metro Government is using the Products.

2 Timeframe for Release. For Vulnerabilities contained within the Product that are discovered by Contractor itself or through
Responsible Disclosure, Contractor shall promptly create and release a Security Patch. Contractor must release a Security Patch:
(i) within 90 days for Critical Vulnerabilities, (ii) within 180 days for Important Vulnerabilities, and (iii) within one (1) year for all
other Vulnerabilities after Contractor becomes aware of the Vulnerabilities. For Vulnerabilities contained within the Product that
have become publicly known to exist and are exploitable, Contractor will release a Security Patch in a faster timeframe based on
the risk created by the Vulnerability, which timeframe should be no longer than thirty (30) days. For the avoidance of doubt,
Contractor is not responsible for creation of Security Patches for Vulnerabilities in the Product that is caused solely by the Off‐
the‐Shelf Software installed by Metro Government.

3 Timeframe for Compatibility Certification. Contractor shall promptly Certify General Compatibility of a Security Patch for third
party software which the Product is dependent upon when such patch is released. For a Security Patch for Microsoft Windows
Operating Systems, Contractor shall Certify General Compatibility of a Critical Security Patch within five (5) days, and shall Certify
General Compatibility of an Important Security Patch within thirty (30) days, from the release of the patch. For Security Patches
for Off‐the‐Shelf Software (OTS), Contractor shall Certify General Compatibility of a Critical Security Patch within five (5) days and
Certify General Compatibility of an Important Security Patch within thirty (30) days from its release. For Security Patch for all
other third party software or system, Contractor shall Certify General Compatibility of a Critical Security Patch within five (5) days
and an Important Security Patch within thirty (30) days from its release. Contractor shall publish whether the Security Patches
are generally compatible with each related Product.

4 Notice of Un‐patchable Vulnerability. If Contractor cannot create a Security Patch for a Vulnerability, or Certify General
Compatibility of a Security Patch for OTS software, within the timeframe specified herein, Contractor shall notify Metro
Government of the un‐patchable Vulnerability in writing. Such notice shall include sufficient technical information for Metro
Government to evaluate the need for and the extent of immediate action to be taken to minimize the potential effect of the
Vulnerability until a Security Patch or any other proposed fix or mitigation is received.

5 SCCM Compatibility for Windows Based Products. Contractor Patches for Products that operate on the Microsoft Windows
Operating System must be deployable with Microsoft’s System Center Configuration Manager.
Metro ISA v1.9

SECTION PES

Physical and Environmental Security

Contractor shall implement security measures at any Contractor facilities where Sensitive Information is stored. Such security
measures must include, at a minimum:

1 Contingency Operations. A documented Disaster Recovery Plan for accessing the facility and the Sensitive Information, and
restoring Sensitive Information if needed, in the case of an emergency or crisis.

2 Environmental Safeguards. Reasonable environmental safeguards to protect systems storing Sensitive Information from smoke,
heat, water, fire, humidity, or power surge damage.

3 Access Control. Appropriate controls which ensure that only authorized personnel are allowed physical access to the facility.
Examples of appropriate controls include, but are not limited to: signage; personnel badges and controlled badge access; visitor
sign in, escort, and sign out; security guards; and video surveillance for information centers which store Sensitive Information.

4 Maintenance Records. Contractor shall conduct regular maintenance on systems which contain Sensitive Information and to
facility’s physical and environmental controls (e.g., temperature, physical access). Contractor shall maintain documentation of
any repairs or maintenance performed on the systems or facility and shall provide Metro Government a copy of such records
upon its reasonable request.

5 Physical Safeguards. Contractor shall use best efforts to prevent theft or damage to Contractor systems or storage media
containing Sensitive Information. Such efforts shall include, but are not limited to:

5.1 Protecting systems or devices that contain un‐encrypted Sensitive Information with physical barriers such as locked cabinet,
floor to ceiling room, or secured cage.

5.2 Not storing Un‐encrypted Sensitive Information in “multi‐party” shared physical environments with other entities.

5.3 Not transporting or shipping un‐encrypted media which stores Sensitive Information unless the information is sanitized
through full media overwrite (at least one complete pass), or media destruction through shredding, pulverizing, or drive‐
punching (e.g., breaking the hard drive platters).

5.4 In the event Products generate, store, transmit or process Sensitive Information and the Product does not support
encryption, Contractor shall be solely responsible for the provision of physical security measures for the applicable
Products (e.g., cable locks on laptops).
Metro ISA v1.9

SECTION VMGT

Contractor Managed System Requirements

1 Vulnerability and Patch Management.

1.1 For all Contractor Managed Systems that store Metro Government Information, Contractor will promptly address
Vulnerabilities though Security Patches. Unless otherwise requested by Metro Government, Security Patches shall be
applied within fourteen (14) days from its release for Critical Security Patches, thirty (30) days for Important Security
Patches, and twelve (12) months for all other applicable Security Patches. Contractor may provide an effective technical
mitigation in place of a Security Patch (if no Security Patch is available or if the Security Patch is incompatible) which doesn’t
materially impact Metro Government’s use of the system nor require additional third party products.

1.2 If the application of Security Patches or other technical mitigations could impact the operation of Contractor Managed
System, Contractor agrees to install patches only during Metro Government approved scheduled maintenance hours, or
another time period agreed by Metro Government.

1.3 Contractor Managed Systems on the Metro Government Network or Metro Government Infrastructure, the Metro
Government retains the right to delay patching for whatever reason it deems necessary.

1.4 Metro Government will monitor compliance and check for Vulnerabilities on all Products on the Metro Government
Network or Metro Government Infrastructure. Contractor shall provide Metro Government administrative credentials
upon request for the purpose of monitoring compliance of a given Product. Metro Government will not knowingly change
configurations of the Contractor Managed Systems without prior approval from Contractor.

1.5 Government may monitor compliance of Contractor Managed Systems. Contractor agrees to allow Metro Government to
check for Vulnerabilities during agreed upon times using mutually agreed upon audit methods.

1.6 Contractor shall use all reasonable methods to mitigate or remedy a known Vulnerability in the Contractor Managed System
according to the level of criticality and shall cooperate fully with Metro Government in its effort to mitigate or remedy the
same. Upon Metro Government’s request, Contractor shall implement any reasonable measure recommended by Metro
Government in connection with Contractor’s mitigation effort.

2 System Hardening.

2.1 Contractor Managed Systems, Contractor shall ensure that either: (i) file shares are configured with access rights which

prevent unauthorized access or (ii) Contractor shall remove or disable file shares that cannot be configured with access
controls set forth in (i) hereof. Access rights to file shares that remain under (i) must use the Principle of Least Privilege for
granting access.

2.2 In the event that Contractor is providing Products or systems that are to be directly accessible from the Internet, Contractor
shall disable or allow disabling by Metro Government of all active or executed software components of the Product or
system that are not required for proper functionality of the Product or system.

2.3 Contractor shall ensure that Contractor Managed Systems are synchronized with reliable time sources and have the proper
time zone set or no time offset (e.g., GMT or UTC). In the case of systems residing on the Metro Government Network,
Contractor shall ensure that all such systems are synchronized with an Metro Government corporate timeserver in their
respective Regional Information Centers (RDC).

2.4 For Contractor Managed Systems, Contractor shall remove or disable any default or guest user accounts. Default accounts
that cannot be removed or disabled must have their default password changed to a Strong Password that is unique to the
respective site and Metro Government.

2.5 For Contractor Managed Systems, Contractor shall ensure that the system is configured to disable user accounts after a
certain number of failed login attempts have occurred in a period of time less than thirty (30) minutes of the last login
attempt or that system monitoring and notification is configured to alert system administrators to successive failed login
attempts for the same user account.
Metro ISA v1.9

3 Authentication.

3.1 Contractor shall assign a unique user ID to any Agent or end user who accesses Sensitive Information on Contractor
Managed Systems. This unique ID shall be configured so that it enables tracking of each user’s activity within the system.

3.2 Contractor agrees to require authentication for access to Sensitive Information on Contractor Managed System.

3.3 Contractor agrees to configure the system to support Strong Authentication for accessing Sensitive Information from any
Open Network (e.g., Internet, open wireless). For avoidance of doubt, Metro Government Network is considered a trusted
network.

3.4 Contractor shall configure the system to expire passwords at least every one‐hundred and eighty (180) days and require a
password change on the next successful login. For system that cannot support Strong Passwords, Contractor shall configure
the system to expire passwords every ninety (90) days.

3.5 Unless otherwise agreed by Metro Government, Contractor shall ensure that Contractor Managed Systems will require
Strong Password for user authentication.

4 Automatic Log off. Contractor shall configure systems which store Sensitive Information to automatically logoff user sessions at
the most after 20 minutes of inactivity.

5 User Accountability. Contractor shall report to Metro Government, on request, all user accounts and their respective access
rights within the system within five (5) business days or less of the request.

6 Information Segregation, Information Protection and Authorization. Contractor shall implement processes and/or controls to
prevent the accidental disclosure of Metro Government Sensitive Information to other Contractor Metro Governments, including
an Affiliates of Metro Government.

7 Account Termination. Contractor shall disable user accounts of Agents or Metro Government end users for the system within
five (5) business days of becoming aware of the termination of such individual. In the cases of cause for termination, Contractor
will disable such user accounts as soon as administratively possible.

8 System / Information Access.

8.1 Contractor and its Agents shall only access system, application or information which they are expressly authorized by Metro
Government to access, even if the technical controls in the system or application do not prevent Contractor or its Agent
from accessing those information or functions outside of Metro Government’s authorization. Contractor shall impose
reasonable sanctions against any Agent who attempts to bypass Metro Government security controls.

8.2 Contractor agrees to use the Principle of Least Privilege when granting access to Contractor Managed Systems or Metro
Government Information.

9 System Maintenance.

9.1 Contractor shall maintain system(s) that generate, store, transmit or process Metro Government Sensitive Information
according to manufacturer recommendations. Contractor shall ensure that only those personnel certified to repair such
systems are allowed to provide maintenance services.

9.2 Contractor shall keep records of all preventative and corrective maintenance on systems that generate, store, transmit or
process Metro Government Sensitive Information. Such records shall include the specific maintenance performed, date of
maintenance, systems that the maintenance was performed on including identifiers (e.g., DNS name, IP address) and results
of the maintenance. Upon request by Metro Government, Contractor shall supply such record within thirty (30) days.
Metro ISA v1.9

SECTION BAA

HIPAA Business Associate Agreement

This Agreement is initiated by and between THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (METRO),
a metropolitan form government organized and existing under the laws and constitution of the State of Tennessee ("Metro" or
“Covered entity”) and the Contractor("Business Associate").

SECTION 1 ‐ DEFINITIONS

a. Business Associate. “Business Associate” shall generally have the same meaning as the term “Business Associate” in 45 CFR
§ 160.103, and in reference to the party to this agreement, shall mean the Contractor.

b. Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR § 160.103,
and in reference to the party to this agreement, shall mean Metro. which must fall under one of the following categories:

(1) A health plan.

(2) A health care clearinghouse.

(3) A health care provider who transmits any health information in electronic form in connection with a transaction covered
by this subchapter.
c. Disclosure. “Disclosure” means the release, transfer, provision of access to, or divulging in any manner of
information outside the entity holding the information.

d. Electronic Media. “Electronic Media” shall have the same meaning as set forth in 45 CFR § 160.103.

e. Employer. “Employer” is defined as it is in 26 U.S.C. § 3401(d).

f. Genetic Information. “Genetic Information” shall have the same meaning as set forth in 45 CFR § 160.103.

g. HITECH Standards. “HITECH Standards” means the privacy, security and security Breach notification provisions under the
Health Information Technology for Economic and Clinical Health (HITECH) Act, Final Rule of 2013, and any regulations
promulgated thereunder.

h. Individual. "Individual" shall have the same meaning as set forth in 45 CFR § 160.103 and shall include a person who qualifies
as a personal representative in accordance with 45 CFR § 164.502(g).
i. Person. "Person" means a natural person, trust or estate, partnership, corporation, professional association or
corporation, or other entity, public or private.

j. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part
160 and Part 164, Subparts A and E.

k. Protected Health Information. "Protected Health Information" or “PHI”:

(1) Shall have the same meaning as set forth in 45 CFR § 160.103.

(2) Includes, as set forth in 45 CFR § 160.103, any information, now also including genetic information, whether oral or
recorded in any form or medium, that:

(i) Is created or received by a health care provider, health plan, public health authority, employer, life insurer,
school or university, or health care clearinghouse; and

(ii) Relates to the past, present, or future physical or mental health or condition of an individual; the provision
of health care to an individual; or the past, present, or future payment for the provision of health care to
an individual.
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l. Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR § 164.103.

m. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee.

n. Security Rule. "Security Rule" shall mean the Standards for Security of Individually Identifiable Health Information at 45 CFR
part 160 and subparts A and C of part 164.

o. Subcontractor. “Subcontractor” means a person to whom a business associate delegates a function, activity, or service,
other than in the capacity of a member of the workforce of such business associate.

p. Transaction. “Transaction” shall have the same meaning as set forth in 45 CFR § 160.103.

q. Catch‐all definition. Terms used but not otherwise defined in this Agreement shall have the same meaning as the meaning
ascribed to those terms in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information
Technology Act of 2009, as incorporated in the American Recovery and Reinvestment Act of 2009 (“HITECH Act”),
implementing regulations at 45 Code of Federal Regulations Parts 160‐164 and any other current and future regulations
promulgated under HIPAA or the HITECH Act.

SECTION 2 ‐ OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

a. Permitted Uses of Protected Health Information. Business Associate shall not use or disclose Protected Health Information
other than as permitted or required by this Agreement or as Required by Law. Business Associate may: 1) use and disclose PHI to
perform its obligations under its contract with Metro; (2) use PHI for the proper management and administration of Business Associate; and
(3) disclose PHI for the proper management and administration of Business Associate, if such disclosure is required by law or if Business
Associate obtains reasonable assurances from the recipient that the recipient will keep the PHI confidential, use or further disclose
the PHI only as required by law or such disclosure is authorized by Metro.

b. Safeguards. Business Associate shall use appropriate administrative, physical and technical safeguards to prevent use or
disclosure of the Protected Health Information other than as provided for by this Agreement. Business Associate shall develop and
implement policies and procedures that comply with the Privacy Rule, Security Rule, and the HITECH Act. The Business Associate must
obtain satisfactory assurances that any subcontractor(s) will appropriately safeguard PHI.

c. Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate
of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.

d. Notice of Use or Disclosure, Security Incident or Breach. Business Associate shall notify Metro of any use or disclosure of PHI
by Business Associate not permitted by this Agreement, any Security Incident (as defined in 45 C.F.R. section 164.304) involving
Electronic PHI, and any Breach of Protected Health Information within five (5) business days.

(i) Business Associate shall provide the following information to Metro within ten (10) business days of discovery of a Breach
except when despite all reasonable efforts by Business Associate to obtain the information required, circumstances beyond the control
of the Business Associate necessitate additional time. Under such circumstances, Business Associate shall provide to Metro the
following information as soon as possible and without unreasonable delay, but in no event later than thirty (30) calendar days from
the date of discovery of a Breach:

(1) The date of the Breach;

(2) The date of the discovery of the Breach;

(3) A description of the types of PHI that were involved;

(4) identification of each individual whose PHI has been, or is reasonably believed to have been, accessed,
acquired, or disclosed; and

(5) Any other details necessary to complete an assessment of the risk of harm to the Individual.
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(ii) Business Associate shall cooperate with Metro in investigating the security breach and in meeting Metro’s notification
obligations under the HITECH Act and any other security breach notification laws.

(iii) Business Associate agrees to pay actual costs for notification after a determination by Metro that the Breach is significant
enough to warrant such measures.

(iv) Business Associate agrees to establish procedures to investigate the Breach, mitigate losses, and protect against any future
Breaches, and to provide a description of these procedures and the specific findings of the investigation to Metro in the time and
manner reasonably requested by Metro.

(v) Business Associate shall report to Metro any successful: (1) unauthorized access, use, disclosure, modification, or destruction
of Electronic Protected Health Information; and (2) interference with Business Associate’s information systems operations, of which
Business Associate becomes aware.

e. Compliance of Agents. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides
Protected Health Information received from, or created or received by Business Associate on behalf of Metro, agrees to the same
restrictions and conditions that apply through this Agreement to Business Associate with respect to such information.

f. Access. Business Associate agrees to provide access, at the request of Metro, and in the time and manner designated by
Metro, to Protected Health Information in a Designated Record Set, to Metro or, as directed by Metro, to an Individual, so that Metro
may meet its access obligations under 45 CFR § 164.524, HIPAA and the HITECH Act.

g. Amendments. Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record
Set that Metro directs or agrees at the request of Metro or an Individual, and in the time and manner designated by Metro, so that
Metro may meet its amendment obligations under 45 CFR § 164.526, HIPAA and the HITECH Act.

h. Disclosure of Practices, Books, and Records. Business Associate shall make its internal practices, books, and records relating
to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of,
Metro available to Metro, or at the request of Metro to the Secretary, in a time and manner designated by Metro or the Secretary, for
purposes of determining Metro's compliance with the HIPAA Privacy Regulations.

i. Accounting. Business Associate shall provide documentation regarding any disclosures by Business Associate that would have
to be included in an accounting of disclosures to an Individual under 45 CFR § 164.528 (including without limitation a disclosure
permitted under 45 CFR § 164.512) and under the HITECH Act. Business Associate shall make the disclosure Information available to
Metro within thirty (30) days of Metro’s request for such disclosure Information to comply with an individual’s request for disclosure
accounting. If Business Associate is contacted directly by an individual based on information provided to the individual by Metro and
as required by HIPAA, the HITECH Act or any accompanying regulations, Business Associate shall make such disclosure Information
available directly to the individual.

j. Security of Electronic Protected Health Information. Business Associate agrees to: (1) implement administrative, physical,
and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic
Protected Health Information that it creates, receives, maintains or transmits on behalf of Metro; (2) ensure that any agent, including
a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it; and
(3) report to Metro any security incident of which it becomes aware.

k. Minimum Necessary. Business Associate agrees to limit its uses and disclosures of, and requests for, PHI: (a) when practical,
to the information making up a Limited Information Set; and (b) in all other cases subject to the requirements of 45 CFR 164.502(b),
to the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure or request.

l. Compliance with HITECH Standards. Business Associate shall comply with the HITECH Standards as specified by law.

m. Compliance with Electronic Transactions and Code Set Standards: If Business Associate conducts any Standard Transaction
for, or on behalf, of Metro, Business Associate shall comply, and shall require any subcontractor or agent conducting such
Standard Transaction to comply, with each applicable requirement of Title 45, Part 162 of the Code of Federal Regulations.
Business Associate shall not enter into, or permit its subcontractor or agents to enter into, any Agreement in connection with
Metro ISA v1.9

the conduct of Standard Transactions for or on behalf of Metro that:

(i) Changes the definition, Health Information condition, or use of a Health Information element or segment in a
Standard;

(ii) Adds any Health Information elements or segments to the maximum defined Health Information Set;

(iii) Uses any code or Health Information elements that are either marked “not used” in the Standard’s Implementation
Specification(s) or are not in the Standard’s Implementation Specifications(s); or

(iv) Changes the meaning or intent of the Standard’s Implementations Specification(s).

n. Indemnity. Business Associate shall indemnify and hold harmless Metro, its officers, agents and employees from and against
any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees, arising out of or in connection with any non‐
permitted use or disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any
subcontractor or agent of the Business Associate.

SECTION 3 ‐ OBLIGATIONS OF METRO

a. Metro shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose Protected
Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information.

b. Metro shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Metro
has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure
of Protected Health Information.

SECTION 4 – TERM, TERMINATION AND RETURN OF PHI

a. Term. The Term of this Agreement shall be effective when file in the office of the Metropolitan Clerk and shall terminate
when all of the Protected Health Information provided by Metro to Business Associate, or created or received by Business Associate
on behalf of Metro, is destroyed or returned to Metro, or, if it is infeasible to return or destroy Protected Health Information,
protections are extended to such information, in accordance with the termination provisions in this section. The maximum length as
outlined in the Master Contract Agreement or Purchase Order.

b. Termination for Cause. Upon Metro's knowledge of a material breach by Business Associate, Metro shall provide an
opportunity for Business Associate to cure the breach or end the violation. Metro may terminate this Agreement between Metro and
Business Associate if Business Associate does not cure the breach or end the violation within fourteen (14) days. In addition, Metro
may immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not
feasible.

c. Obligations on Termination.

(i) Except as provided in subsection (ii), upon termination of this Agreement, for any reason, Business Associate shall return or
destroy as determined by Metro, all Protected Health Information received from Metro, or created or received by Business Associate
on behalf of Metro. This provision shall apply to Protected Health Information that is in the possession of subcontractor or agents of
the Business Associate. Business Associate shall retain no copies of the Protected Health Information. Business Associate shall
complete such return or destruction as promptly as possible, but no later than sixty (60) days following the termination or other
conclusion of this Agreement. Within such sixty (60) day period, Business Associate shall certify on oath in writing to Metro that such
return or destruction has been completed.
(ii) In the event that Business Associate determines that returning or destroying the Protected Health Information is
infeasible, Business Associate shall provide to Metro notification of the conditions that make return or destruction
infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is
infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information
and limit further uses and disclosures of such Protected Health Information to those purposes that make the return
Metro ISA v1.9

or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. If Metro
does not agree that return or destruction of Protected Health Information is infeasible, subparagraph (i) shall apply.
Business Associate shall complete these obligations as promptly as possible, but no later than sixty (60) days
following the termination or other conclusion of this Agreement.

SECTION 5 ‐ MISCELLANEOUS

a. Regulatory References. A reference in this Agreement to a section in HIPAA or the HITECH Act means the section as in effect
or as amended, and for which compliance is required.

b. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary
for Metro to comply with the requirements of HIPAA or the HITECH Act and any applicable regulations in regard to such laws.

c. Survival. The respective rights and obligations of Business Associate shall survive the termination of this Agreement.

d. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Metro to comply with
HIPAA or the HITECH Act or any applicable regulations in regard to such laws.

e. Governing Law. The validity, construction, and effect of this Agreement and any and all extensions and/or modifications
thereof shall be governed by the laws of the State of Tennessee. Tennessee law shall govern regardless of any language in any
attachment or other document that Business Associate may provide.

f. Venue. Any action between the parties arising from this Agreement shall be maintained in the courts of Davidson County,
Tennessee.

Metro ISA v1.9
Contract 6516822
Exhibit D - Affidavits
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ďƌŽŬĞƌĂŐĞĨĞĞ͕ĞǆĐĞƉƚĨŽƌƌĞƚĞŶƚŝŽŶŽĨďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞƐŽƌďŽŶĂĨŝĚĞĞƐƚĂďůŝƐŚĞĚĐŽŵŵĞƌĐŝĂůƐĞůůŝŶŐĂŐĞŶĐŝĞƐ
ĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨƐĞĐƵƌŝŶŐďƵƐŝŶĞƐƐ͘ĨƚĞƌĨŝƌƐƚďĞŝŶŐĚƵůǇƐǁŽƌŶĂĐĐŽƌĚŝŶŐƚŽůĂǁ͕ƚŚĞƵŶĚĞƌƐŝŐŶĞĚĨĨŝĂŶƚƐƚĂƚĞƐ
ƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚƌĞƚĂŝŶĞĚĂŶǇŽŶĞŝŶǀŝŽůĂƚŝŽŶŽĨƚŚĞĨŽƌĞŐŽŝŶŐ͘D͘͘>͘ϰ͘ϰϴ͘ϬϴϬ
/ƌĂŶŝǀĞƐƚŵĞŶƚĐƚĨĨŝĚĂǀŝƚ͗ǇƐƵďŵŝƐƐŝŽŶŽĨƚŚŝƐŽĨĨĞƌĂŶĚŝŶƌĞƐƉŽŶƐĞƚŽƚŚĞƐŽůŝĐŝƚĂƚŝŽŶ͕ŽŶƚƌĂĐƚŽƌ;ƐͿĂŶĚ
ĞĂĐŚƉĞƌƐŽŶƐŝŐŶŝŶŐŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌ;ƐͿĂĨĨŝƌŵ͕ƵŶĚĞƌƉĞŶĂůƚǇŽĨƉĞƌũƵƌǇ͕ƚŚĂƚƚŽƚŚĞďĞƐƚŽĨƚŚĞŝƌŬŶŽǁůĞĚŐĞ
ĂŶĚďĞůŝĞĨ͕ŶĞŝƚŚĞƌƚŚĞŽŶƚƌĂĐƚŽƌ;ƐͿ͕ŶŽƌƉƌŽƉŽƐĞĚƐƵďĐŽŶƚƌĂĐƚŽƌƐ͕ƐƵďĐŽŶƐƵůƚĂŶƚƐ͕ƉĂƌƚŶĞƌƐĂŶĚĂŶǇũŽŝŶƚ
ǀĞŶƚƵƌĞƌƐ͕ĂƌĞŽŶƚŚĞůŝƐƚĐƌĞĂƚĞĚƉƵƌƐƵĂŶƚƚŽƚŚĞdĞŶŶĞƐƐĞĞŽĚĞŶŶŽƚĂƚĞĚΑϭϮͲϭϮͲϭϬϲ;/ƌĂŶŝǀĞƐƚŵĞŶƚ
ĐƚͿ͘ZĞĨĞƌĞŶĐĞĚǁĞďƐŝƚĞ͗
ŚƚƚƉƐ͗ͬͬǁǁǁ͘ƚŶ͘ŐŽǀͬĐŽŶƚĞŶƚͬĚĂŵͬƚŶͬŐĞŶĞƌĂůƐĞƌǀŝĐĞƐͬĚŽĐƵŵĞŶƚƐͬĐƉŽͬĐƉŽͲůŝďƌĂƌǇͬƉƵďůŝĐͲŝŶĨŽƌŵĂƚŝŽŶͲ
ůŝďƌĂƌǇͬ>ŝƐƚͺŽĨͺƉĞƌƐŽŶƐͺƉƵƌƐƵĂŶƚͺƚŽͺdĞŶŶ͘ͺŽĚĞͺŶŶ͘ͺϭϮͲϭϮͲϭϬϲͺ/ƌĂŶͺŝǀĞƐƚŵĞŶƚͺĐƚͺƵƉĚĂƚĞĚͺϳ͘ϳ͘ϭϳ͘ƉĚĨ͘

^ĞǆƵĂů,ĂƌĂƐƐŵĞŶƚ͗ĨĨŝĂŶƚĂĨĨŝƌŵƐƚŚĂƚƐŚŽƵůĚŝƚďĞĂǁĂƌĚĞĚĂĐŽŶƚƌĂĐƚǁŝƚŚƚŚĞDĞƚƌŽƉŽůŝƚĂŶ'ŽǀĞƌŶŵĞŶƚĨŽƌĂ
ƉĞƌŝŽĚŽĨŵŽƌĞƚŚĂŶƚǁĞůǀĞ;ϭϮͿŵŽŶƚŚƐĂŶĚͬŽƌǀĂůƵĞĚĂƚŽǀĞƌĨŝǀĞŚƵŶĚƌĞĚƚŚŽƵƐĂŶĚ;ΨϱϬϬ͕ϬϬϬͿĚŽůůĂƌƐ͕ĂĨĨŝĂŶƚ
ƐŚĂůůďĞƌĞƋƵŝƌĞĚƚŽƉƌŽǀŝĚĞƐĞǆƵĂůŚĂƌĂƐƐŵĞŶƚĂǁĂƌĞŶĞƐƐĂŶĚƉƌĞǀĞŶƚŝŽŶƚƌĂŝŶŝŶŐƚŽŝƚƐĞŵƉůŽǇĞĞƐŝĨƚŚŽƐĞ
ĞŵƉůŽǇĞĞƐ͗
ϭ͘ ,ĂǀĞĚŝƌĞĐƚŝŶƚĞƌĂĐƚŝŽŶƐǁŝƚŚĞŵƉůŽǇĞĞƐŽĨƚŚĞDĞƚƌŽƉŽůŝƚĂŶ'ŽǀĞƌŶŵĞŶƚƚŚƌŽƵŐŚĞŵĂŝů͕ƉŚŽŶĞ͕
ŽƌŝŶͲƉĞƌƐŽŶĐŽŶƚĂĐƚŽŶĂƌĞŐƵůĂƌďĂƐŝƐ͖
Ϯ͘ ,ĂǀĞĐŽŶƚĂĐƚǁŝƚŚƚŚĞƉƵďůŝĐƐƵĐŚƚŚĂƚƚŚĞƉƵďůŝĐŵĂǇďĞůŝĞǀĞƚŚĞĐŽŶƚƌĂĐƚŽƌŝƐĂŶĞŵƉůŽǇĞĞŽĨ
ƚŚĞDĞƚƌŽƉŽůŝƚĂŶ'ŽǀĞƌŶŵĞŶƚ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽĂĐŽŶƚƌĂĐƚŽƌǁŝƚŚĂƉŚŽŶĞŶƵŵďĞƌŽƌ
ĞŵĂŝůĂĚĚƌĞƐƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚDĞƚƌŽƉŽůŝƚĂŶŐŽǀĞƌŶŵĞŶƚŽƌĐŽŶƚƌĂĐƚŽƌƐǁŝƚŚƵŶŝĨŽƌŵƐŽƌǀĞŚŝĐůĞƐ
ďĞĂƌŝŶŐŝŶƐŝŐŶŝĂŽĨƚŚĞDĞƚƌŽƉŽůŝƚĂŶ'ŽǀĞƌŶŵĞŶƚ͖Žƌ
ϯ͘ tŽƌŬŽŶƉƌŽƉĞƌƚǇŽǁŶĞĚďǇƚŚĞŵĞƚƌŽƉŽůŝƚĂŶŐŽǀĞƌŶŵĞŶƚ͘
^ƵĐŚƚƌĂŝŶŝŶŐƐŚĂůůďĞƉƌŽǀŝĚĞĚŶŽůĂƚĞƌƚŚĂŶ;ϵϬͿĚĂǇƐŽĨƚŚĞĞĨĨĞĐƚŝǀĞĚĂƚĞŽĨƚŚĞĐŽŶƚƌĂĐƚŽƌ;ϵϬͿĚĂǇƐŽĨƚŚĞ
ĞŵƉůŽǇĞĞ͛ƐƐƚĂƌƚĚĂƚĞŽĨĞŵƉůŽǇŵĞŶƚǁŝƚŚĂĨĨŝĂŶƚŝĨƐĂŝĚĞŵƉůŽǇŵĞŶƚŽĐĐƵƌƐĂĨƚĞƌƚŚĞĞĨĨĞĐƚŝǀĞĚĂƚĞŽĨƚŚĞ
ĐŽŶƚƌĂĐƚ͘D͘͘>͘Ϯ͘ϮϯϬ͘ϬϮϬ
Affiant affirms that offeror is and will remain in compliance with the provisions of Chapter 4.12 of the Metro
Procurement Code and the contents of its offer as submitted. Affiant further affirms that offeror understands
that failure to remain in such compliance shall constitute a material breach of its agreement with the
Metropolitan Government.
ŶĚ&ƵƌƚŚĞƌĨĨŝĂŶƚ^ĂǇĞƚŚEŽƚ͗

KƌŐĂŶŝǌĂƚŝŽŶEĂŵĞ͗ Rite of Passage, Inc
KƌŐĂŶŝǌĂƚŝŽŶKĨĨŝĐĞƌ^ŝŐŶĂƚƵƌĞ͗
CJ Bower
EĂŵĞŽĨKƌŐĂŶŝǌĂƚŝŽŶKĨĨŝĐĞƌ͗
dŝƚůĞ͗ Chief
Financial Officer
Client#: 189018 RITPAS
DATE (MM/DD/YYYY)
ACORD TM CERTIFICATE OF LIABILITY INSURANCE 5/12/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s).
CONTACT
PRODUCER NAME: Sarah Bennett
Propel Insurance PHONE FAX
(A/C, No, Ext): 800 499-0933 (A/C, No): 866 577-1326
805 SW Broadway; Suite 2300 E-MAIL
ADDRESS: [email protected]
COM Middle Market INSURER(S) AFFORDING COVERAGE NAIC #
Portland, OR 97205-3363 INSURER A : HSB Specialty Insurance Company 14438
INSURED INSURER B :
Rite of Passage Inc.
INSURER C :
2560 Business Parkway Ste A
INSURER D :
Minden, NV 89423
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-
POLICY JECT LOC PRODUCTS - COMP/OP AGG $
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT

(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY (Per accident)
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $

EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS' LIABILITY STATUTE ER
Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
A Cyber Occurrence 661029901 07/01/2021 07/01/2022 $2,000,000
Cyber Aggregate $2,000,000
Retention $25,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Cyber Includes: Information Privacy Liability, Regulatory Liability, Event Response and Management, PCI-DSS
Liability, Network Security, Event Response and Recovery, Direct and Contingent Business Income, Cyber
Extortion; Media Liability, Media Event Response; Social Engineering and Computer Fraud $250,000 Limits
$25,000 Retention
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

Metropolitan Government of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Nashville and Davidson County ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Purchasing Agent
Metro Courthouse AUTHORIZED REPRESENTATIVE
Nashville, TN 37201
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S5205787/M5158632 KXS00
ACORD
DATE (MM/DD/YYYY)
TM CERTIFICATE OF LIABILITY INSURANCE 6/23/2022
CONTACT
PRODUCER NAME: Janice Brewster
(A/C, No, Ext): 800 499-0933 (A/C, No): 866 877-1326
COM Worker's Compensation INSURER(S) AFFORDING COVERAGE NAIC #
Portland, OR 97205-3363 INSURER A : Church Mutual Insurance Company 18767
INSURED INSURER B :
INSURER C :
INSURER D :
Minden, NV 89423
INSURER E :
INSURER F :
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-
POLICY JECT LOC PRODUCTS - COMP/OP AGG $
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT

(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY (Per accident)
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $

EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
A AND EMPLOYERS' LIABILITY
X 040601407324888 12/31/2021 12/31/2022 X STATUTE ER
Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000
Workers' Compensation Coverage for the states of: AL, AZ, AR, CO, HI, IN, MD, NE, NV, SD, TN, TX,
UT. Waiver of Subrogation applies per attached form(s).
RE: RFQ/Contract Number 6516822.

Metropolitan Government of Nashville and Davidson County, its officials, officers, employees, and
volunteers.

Nashville, TN 37201

#S5268068/M4974854 JLH02
This page has been left blank intentionally.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 00 00 C
(Ed. 1-15)
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
In return for the payment of the premium and subject to PART ONE
all terms of this policy, we agree with you as follows: WORKERS COMPENSATION INSURANCE
A. How This Insurance Applies

GENERAL SECTION This workers compensation insurance applies to
bodily injury by accident or bodily injury by disease.
A. The Policy Bodily injury includes resulting death.
This policy includes at its effective date the Infor- 1. Bodily injury by accident must occur during the
mation Page and all endorsements and schedules policy period.
listed there. It is a contract of insurance between 2. Bodily injury by disease must be caused or ag-
you (the employer named in Item 1 of the Infor- gravated by the conditions of your employment.
mation Page) and us (the insurer named on the In- The employee’s last day of last exposure to the
formation Page). The only agreements relating to conditions causing or aggravating such bodily in-
this insurance are stated in this policy. The terms of jury by disease must occur during the policy
this policy may not be changed or waived except period.
by endorsement issued by us to be part of this
policy.
B. We Will Pay
We will pay promptly when due the benefits required
B. Who is Insured
of you by the workers compensation law.
You are insured if you are an employer named in
Item 1 of the Information Page. If that employer is a
C. We Will Defend
partnership, and if you are one of its partners, you
are insured, but only in your capacity as an em- We have the right and duty to defend at our expense
ployer of the partnership’s employees. any claim, proceeding or suit against you for benefits
payable by this insurance. We have the right to in-
vestigate and settle these claims, proceedings or
C. Workers Compensation Law suits.
Workers Compensation Law means the workers or We have no duty to defend a claim, proceeding or
workmen’s compensation law and occupational suit that is not covered by this insurance.
disease law of each state or territory named in Item
3.A. of the Information Page. It includes any
D. We Will Also Pay
amendments to that law which are in effect during
the policy period. It does not include any federal We will also pay these costs, in addition to other
workers or workmen’s compensation law, any fed- amounts payable under this insurance, as part of
eral occupational disease law or the provisions of any claim, proceeding or suit we defend:
any law that provide nonoccupational disability 1. reasonable expenses incurred at our request,
benefits. but not loss of earnings;
2. premiums for bonds to release attachments and
D. State for appeal bonds in bond amounts up to the
State means any state of the United States of amount payable under this insurance;
America, and the District of Columbia. 3. litigation costs taxed against you;
4. interest on a judgment as required by law until
E. Locations we offer the amount due under this insurance;
This policy covers all of your workplaces listed in and
Items 1 or 4 of the Information Page; and it covers 5. expenses we incur.
all other workplaces in Item 3.A. states unless you
have other insurance or are self-insured for such E. Other Insurance
workplaces.
We will not pay more than our share of benefits and
costs covered by this insurance and other
Page 1 of 6
¤ Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved.
WC 00 00 00 C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
(Ed. 1-15)
insurance or self-insurance. Subject to any limits of workers compensation law that apply to:
liability that may apply, all shares will be equal until a. benefits payable by this insurance;
the loss is paid. If any insurance or self-insurance
b. special taxes, payments into security or oth-
is exhausted, the shares of all remaining insurance
er special funds, and assessments payable
will be equal until the loss is paid.
by us under that law.
6. Terms of this insurance that conflict with the
F. Payments You Must Make workers compensation law are changed by this
You are responsible for any payments in excess of statement to conform to that law.
the benefits regularly provided by the workers Nothing in these paragraphs relieves you of your du-
compensation law including those required ties under this policy.
because:
1. of your serious and willful misconduct;
2. you knowingly employ an employee in violation PART TWO
of law; EMPLOYERS LIABILITY INSURANCE
3. you fail to comply with a health or safety law or
regulation; or A. How This Insurance Applies
4. you discharge, coerce or otherwise discriminate This employers liability insurance applies to bodily
against any employee in violation of the workers injury by accident or bodily injury by disease. Bodily
compensation law. injury includes resulting death.
If we make any payments in excess of the benefits 1. The bodily injury must arise out of and in the
regularly provided by the workers compensation course of the injured employee’s employment by
law on your behalf, you will reimburse us promptly. you.
2. The employment must be necessary or inci-
dental to your work in a state or territory listed in
G. Recovery From Others
Item 3.A. of the Information Page.
We have your rights, and the rights of persons enti-
3. Bodily injury by accident must occur during the
tled to the benefits of this insurance, to recover our policy period.
payments from anyone liable for the injury. You will
do everything necessary to protect those rights for 4. Bodily injury by disease must be caused or ag-
us and to help us enforce them. gravated by the conditions of your employment.
The employee’s last day of last exposure to the
conditions causing or aggravating such bodily in-
H. Statutory Provisions jury by disease must occur during the policy
These statements apply where they are required by period.
law. 5. If you are sued, the original suit and any related
1. As between an injured worker and us, we have legal actions for damages for bodily injury by ac-
notice of the injury when you have notice. cident or by disease must be brought in the
2. Your default or the bankruptcy or insolvency of United States of America, its territories or pos-
you or your estate will not relieve us of our du- sessions, or Canada.
ties under this insurance after an injury occurs.
3. We are directly and primarily liable to any per- B. We Will Pay
son entitled to the benefits payable by this in- We will pay all sums that you legally must pay as
surance. Those persons may enforce our duties; damages because of bodily injury to your employ-
so may an agency authorized by law. Enforce- ees, provided the bodily injury is covered by this
ment may be against us or against you and us. Employers Liability Insurance.
4. Jurisdiction over you is jurisdiction over us for The damages we will pay, where recovery is permit-
purposes of the workers compensation law. We ted by law, include damages:
are bound by decisions against you under that
1. For which you are liable to a third party by rea-
law, subject to the provisions of this policy that son of a claim or suit against you by that third
are not in conflict with that law.
party to recover the damages claimed against
5. This insurance conforms to the parts of the
Page 2 of 6
(Ed. 1-15)
such third party as a result of injury to your 9. Bodily injury to any person in work subject to the
employee; Federal Employers’ Liability Act (45 U.S.C. Sec-
2. For care and loss of services; and tions 51 et seq.), any other federal laws obligat-
ing an employer to pay damages to an employee
3. For consequential bodily injury to a spouse,
due to bodily injury arising out of or in the course
child, parent, brother or sister of the injured em- of employment, or any amendments to those
ployee; provided that these damages are the di-
laws;
rect consequence of bodily injury that arises out
of and in the course of the injured employee’s 10.Bodily injury to a master or member of the crew
employment by you; and of any vessel, and does not cover punitive dam-
ages related to your duty or obligation to provide
4. Because of bodily injury to your employee that
transportation, wages, maintenance, and cure
arises out of and in the course of employment, under any applicable maritime law;
claimed against you in a capacity other than as
employer. 11.Fines or penalties imposed for violation of federal
or state law; and
C. Exclusions 12.Damages payable under the Migrant and Sea-
This insurance does not cover: sonal Agricultural Worker Protection Act (29
U.S.C. Sections 1801 et seq.) and under any
1. Liability assumed under a contract. This exclu- other federal law awarding damages for violation
sion does not apply to a warranty that your work of those laws or regulations issued thereunder,
will be done in a workmanlike manner; and any amendments to those laws.
2. Punitive or exemplary damages because of bodi-
ly injury to an employee employed in violation of D. We Will Defend
law;
We have the right and duty to defend, at our ex-
3. Bodily injury to an employee while employed in pense, any claim, proceeding or suit against you for
violation of law with your actual knowledge or the damages payable by this insurance. We have the
actual knowledge of any of your executive
right to investigate and settle these claims, proceed-
officers;
ings and suits.
4. Any obligation imposed by a workers compensa-
We have no duty to defend a claim, proceeding or
tion, occupational disease, unemployment com-
suit that is not covered by this insurance. We have
pensation, or disability benefits law, or any simi-
no duty to defend or continue defending after we
lar law;
have paid our applicable limit of liability under this
5. Bodily injury intentionally caused or aggravated insurance.
by you;
6. Bodily injury occurring outside the United States
E. We Will Also Pay
of America, its territories or possessions, and
Canada. This exclusion does not apply to bodily We will also pay these costs, in addition to other
injury to a citizen or resident of the United States amounts payable under this insurance, as part of
of America or Canada who is temporarily outside any claim, proceeding, or suit we defend:
these countries; 1. Reasonable expenses incurred at our request,
7. Damages arising out of coercion, criticism, de- but not loss of earnings;
motion, evaluation, reassignment, discipline, 2. Premiums for bonds to release attachments and
defamation, harassment, humiliation, discrimina- for appeal bonds in bond amounts up to the limit
tion against or termination of any employee, or of our liability under this insurance;
any personnel practices, policies, acts or 3. Litigation costs taxed against you;
omissions;
4. Interest on a judgment as required by law until
8. Bodily injury to any person in work subject to the we offer the amount due under this insurance;
Longshore and Harbor Workers’ Compensation and
Act (33 U.S.C. Sections 901 et seq.), the Nonap-
propriated Fund Instrumentalities Act (5 U.S.C. 5. Expenses we incur.
Sections 8171 et seq.), the Outer Continental
Shelf Lands Act (43 U.S.C. Sections 1331 et
seq.), the Defense Base Act (42 U.S.C. Sections
1651–1654), the Federal Mine Safety and Health
Act (30 U.S.C. Sections 801 et seq. and 901–
944), any other federal workers or workmen’s
compensation law or other federal occupational
disease law, or any amendments to these laws;
Page 3 of 6
(Ed. 1-15)
F. Other Insurance
We will not pay more than our share of damages 2. The amount you owe has been determined with
and costs covered by this insurance and other in- our consent or by actual trial and final judgment.
surance or self-insurance. Subject to any limits of li- This insurance does not give anyone the right to add
ability that apply, all shares will be equal until the us as a defendant in an action against you to deter-
loss is paid. If any insurance or self-insurance is ex- mine your liability. The bankruptcy or insolvency of
hausted, the shares of all remaining insurance and you or your estate will not relieve us of our obliga-
self-insurance will be equal until the loss is paid. tions under this Part.
G. Limits of Liability PART THREE

Our liability to pay for damages is limited. Our limits OTHER STATES INSURANCE
of liability are shown in Item 3.B. of the Information
Page. They apply as explained below. A. How This Insurance Applies
1. Bodily Injury by Accident. The limit shown for 1. This other states insurance applies only if one or
“bodily injury by accident—each accident” is the more states are shown in Item 3.C. of the Infor-
most we will pay for all damages covered by this mation Page.
insurance because of bodily injury to one or 2. If you begin work in any one of those states after
more employees in any one accident.
the effective date of this policy and are not in-
A disease is not bodily injury by accident unless sured or are not self-insured for such work, all
it results directly from bodily injury by accident. provisions of the policy will apply as though that
2. Bodily Injury by Disease. The limit shown for state were listed in Item 3.A. of the Information
“bodily injury by disease—policy limit” is the Page.
most we will pay for all damages covered by this 3. We will reimburse you for the benefits required
insurance and arising out of bodily injury by dis- by the workers compensation law of that state if
ease, regardless of the number of employees we are not permitted to pay the benefits directly
who sustain bodily injury by disease. The limit to persons entitled to them.
shown for “bodily injury by disease—each em- 4. If you have work on the effective date of this pol-
ployee” is the most we will pay for all damages icy in any state not listed in Item 3.A. of the In-
because of bodily injury by disease to any one formation Page, coverage will not be afforded for
employee. that state unless we are notified within thirty
Bodily injury by disease does not include dis- days.
ease that results directly from a bodily injury by
accident. B. Notice
3. We will not pay any claims for damages after we Tell us at once if you begin work in any state listed in
have paid the applicable limit of our liability un- Item 3.C. of the Information Page.
der this insurance.
PART FOUR
H. Recovery From Others
YOUR DUTIES IF INJURY OCCURS
We have your rights to recover our payment from
anyone liable for an injury covered by this insurance. Tell us at once if injury occurs that may be covered
You will do everything necessary to protect those by this policy. Your other duties are listed here.
rights for us and to help us enforce them.
1. Provide for immediate medical and other ser-
vices required by the workers compensation law.
I. Actions Against Us
2. Give us or our agent the names and addresses
There will be no right of action against us under this of the injured persons and of witnesses, and
insurance unless: other information we may need.
1. You have complied with all the terms of this poli- 3. Promptly give us all notices, demands and legal
cy; and
Page 4 of 6
(Ed. 1-15)
papers related to the injury, claim, proceeding D. Premium Payments

or suit. You will pay all premium when due. You will pay the
4. Cooperate with us and assist us, as we may re- premium even if part or all of a workers compensa-
quest, in the investigation, settlement or defense tion law is not valid.
of any claim, proceeding or suit.
5. Do nothing after an injury occurs that would in- E. Final Premium
terfere with our right to recover from others. The premium shown on the Information Page,
6. Do not voluntarily make payments, assume obli- schedules, and endorsements is an estimate. The
gations or incur expenses, except at your own final premium will be determined after this policy
cost. ends by using the actual, not the estimated, premi-
um basis and the proper classifications and rates
that lawfully apply to the business and work covered
PART FIVE—PREMIUM by this policy. If the final premium is more than the
A. Our Manuals premium you paid to us, you must pay us the bal-
All premium for this policy will be determined by our ance. If it is less, we will refund the balance to you.
manuals of rules, rates, rating plans and classifica- The final premium will not be less than the highest
tions. We may change our manuals and apply the minimum premium for the classifications covered by
changes to this policy if authorized by law or a gov- this policy.
ernmental agency regulating this insurance. If this policy is canceled, final premium will be de-
termined in the following way unless our manuals
B. Classifications provide otherwise:
Item 4 of the Information Page shows the rate and 1. If we cancel, final premium will be calculated pro
premium basis for certain business or work classifi- rata based on the time this policy was in force.
cations. These classifications were assigned based Final premium will not be less than the pro rata
on an estimate of the exposures you would have share of the minimum premium.
during the policy period. If your actual exposures are 2. If you cancel, final premium will be more than
not properly described by those classifications, we pro rata; it will be based on the time this policy
will assign proper classifications, rates and premium was in force, and increased by our short-rate
basis by endorsement to this policy. cancelation table and procedure. Final premium
will not be less than the minimum premium.
C. Remuneration
Premium for each work classification is determined F. Records
by multiplying a rate times a premium basis. Remu- You will keep records of information needed to com-
neration is the most common premium basis. This pute premium. You will provide us with copies of
premium basis includes payroll and all other remu- those records when we ask for them.
neration paid or payable during the policy period for
the services of:
G. Audit
1. all your officers and employees engaged in work
You will let us examine and audit all your records
covered by this policy; and that relate to this policy. These records include ledg-
2. all other persons engaged in work that could ers, journals, registers, vouchers, contracts, tax re-
make us liable under Part One (Workers Com- ports, payroll and disbursement records, and pro-
pensation Insurance) of this policy. If you do not grams for storing and retrieving data. We may con-
have payroll records for these persons, the conduct the audits during regular business hours during
tract price for their services and materials may the policy period and within three years after the pol-
be used as the premium basis. This paragraph 2 icy period ends. Information developed by audit will
will not apply if you give us proof that the em- be used to determine final premium. Insurance rate
ployers of these persons lawfully secured their service organizations have the same rights we have
workers compensation obligations. under this provision.
Page 5 of 6
(Ed. 1-15)
If you die and we receive notice within thirty days af-

PART SIX—CONDITIONS ter your death, we will cover your legal representa-
tive as insured.
A. Inspection
We have the right, but are not obliged to inspect
D. Cancelation
your workplaces at any time. Our inspections are not
safety inspections. They relate only to the insurabil- 1. You may cancel this policy. You must mail or de-
ity of the workplaces and the premiums to be liver advance written notice to us stating when
charged. We may give you reports on the conditions the cancelation is to take effect.
we find. We may also recommend changes. While 2. We may cancel this policy. We must mail or de-
they may help reduce losses, we do not undertake liver to you not less than ten days advance writ-
to perform the duty of any person to provide for the ten notice stating when the cancelation is to take
health or safety of your employees or the public. We effect. Mailing that notice to you at your mailing
do not warrant that your workplaces are safe or address shown in Item 1 of the Information Page
healthful or that they comply with laws, regulations, will be sufficient to prove notice.
codes or standards. Insurance rate service organiza- 3. The policy period will end on the day and hour
tions have the same rights we have under this stated in the cancelation notice.
provision.
4. Any of these provisions that conflict with a law
that controls the cancelation of the insurance in
B. Long Term Policy this policy is changed by this statement to com-
If the policy period is longer than one year and six- ply with the law.
teen days, all provisions of this policy will apply as
though a new policy were issued on each annual E. Sole Representative
anniversary that this policy is in force.
The insured first named in Item 1 of the Information
Page will act on behalf of all insureds to change this
C. Transfer of Your Rights and Duties policy, receive return premium, and give or receive
Your rights or duties under this policy may not be notice of cancelation.
transferred without our written consent.
Page 6 of 6
DATE (MM/DD/YYYY)
ACORD TM CERTIFICATE OF LIABILITY INSURANCE 6/27/2022
CONTACT
PRODUCER NAME: Sarah Bennett
(A/C, No, Ext): 800 499-0933 (A/C, No): 866 577-1326
COM Middle Market INSURER(S) AFFORDING COVERAGE NAIC #
Portland, OR 97205-3363 INSURER A : Capitol Specialty Insurance Corporation 10328
INSURED INSURER B : Nationwide Mutual Insurance Company 23787
INSURER C :
INSURER D :
Minden, NV 89423
INSURER E :
INSURER F :
A X COMMERCIAL GENERAL LIABILITY HS2019212203 07/01/2021 07/01/2022 EACH OCCURRENCE $ 1,000,000

DAMAGE TO RENTED
X
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ 100,000
X BI/PD Ded:25000 MED EXP (Any one person) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000
PRO-
POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 1,000,000
OTHER: $
COMBINED SINGLE LIMIT
C AUTOMOBILE LIABILITY ACPBA3009788060 07/01/2021 07/01/2022 (Ea accident) $ 1,000,000
X ANY AUTO BODILY INJURY (Per person) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
X AUTOS ONLY X AUTOS ONLY (Per accident) $
A UMBRELLA LIAB X OCCUR HS2021249701 07/01/2021 07/01/2022 EACH OCCURRENCE $ 5,000,000
X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000
DED RETENTION $ $
AND EMPLOYERS' LIABILITY STATUTE ER
Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
A Sexual Misconduct HS2019212203 07/01/2021 07/01/2022 $1mil occ $3mil Agg
A Professional Incl HS2019212203 07/01/2021 07/01/2022 $1mil occ $3mil Agg
Healthcare Srvc
RE: RFQ/Contract Number 6516822.
Metropolitan Government of Nashville and Davidson County, its officials, officers, employees, and
volunteers. Additional insured status applies to general liability and automobile liability per the attached
endorsements. Contract 6516822

Nashville, TN 37201

#S5274385/M5158650 KXS00

s
Human Services Organizations Professional Liability Package Policy

General Terms and Conditions
This Policy is comprised of these General Terms and Conditions, the Declarations, the Application, the Coverage Sections purchased,
and any Endorsements thereto.
These General Terms and Conditions apply to all Coverage Sections of this Policy (other than the Commercial Crime Coverage Part,
the Commercial Inland Marine Coverage Part and the Commercial Property Coverage Part). The Coverage under this Policy is
provided on either a Claims Made and Reported Basis, or on an Occurrence Basis, in accordance with the terms of each Coverage
Section.
Words or phrases that appear in bold text (other than in headings and titles) have special meaning as specified in this Policy.
In consideration of the payment of the premium and in reliance upon all statements made and information contained in the
Application, the Insurer and the Named Insured, on behalf of all Insureds, agree as follows:
I. COVERAGE TERMS
These General Terms and Conditions will apply to all Coverage Sections of this Policy, unless stated to the contrary in any
Coverage Section. The terms and conditions of each Coverage Section will apply only to that Coverage Section. If any provision
in these General Terms and Conditions is inconsistent with or conflicts with the terms and conditions of any Coverage Section,
the terms and conditions of such Coverage Section will control for purposes of determining coverage under that Coverage
Section.
Any defined term in these General Terms and Conditions which is also defined in a Coverage Section, will, for purposes of
determining coverage under that Coverage Section, have the meaning set forth in that Coverage Section.
II. SUPPLEMENTARY PAYMENTS
A. LOSS OF EARNINGS AND EXPENSES

In addition to the Policy Aggregate Limit of Liability, the Insurer will pay loss of earnings due to time off from work, plus any
reasonable travel and related expenses incurred by an Insured, where such Insured is participating in a hearing, trial,
mediation, arbitration or deposition in connection with a covered Claim or at the Insurer’s request. The amount the Insurer
shall pay shall not exceed $500 per day, per Insured, and no more than a total amount of $5,000 per Claim regardless of the
number of Insureds participating.
No deductible shall apply to payments made pursuant to this provision.
III. WHO IS AN INSURED
A. INSUREDS
Insured means any Insured Entity or Insured Person, as follows:
1. Insured Entity includes:
(a) the Named Insured;
(b) any Subsidiary which exists as of the Effective Date of this Policy;
(c) any management company of the Named Insured, but only with respect to their duties as the management
company of the Named Insured and only if a management agreement between the management company and the
Named Insured is executed and effective prior to the date that the events or incidents underlying or alleged in the
Claim took place; and
(d) any other entity or organization specified in an Endorsement to this Policy as an Insured Entity.
2. Insured Person includes any past, present or future individual who is a:
(a) principal, if the Insured Entity is a sole proprietorship;
(b) partner, if the Insured Entity is a partnership;
(c) general partner or managing general partner, if the Insured Entity is a limited partnership;
(d) managing member, if the Insured Entity is a limited liability company;
HSO-GTC-001 (09/20) © 2020 CapSpecialty, Inc. All rights reserved. Page 1 of 16

(e) any officer, trustee or member of the Board of Directors, if the Insured Entity is a corporation;
(f) any member of a duly authorized board or committee of an Insured Entity;
(g) any administrator of an Insured Entity;
(h) any medical director of an Insured Entity (but only with respect to their administrative duties and not for the direct
provision of Human Services to Clients);
(i) any Employee, student or Volunteer; and
(j) any other person as specified in an Endorsement to this Policy as an Insured Person.
Coverage under this Policy for the Insured Persons listed above shall only apply while such individuals are acting within the
capacity and scope of his or her duties on behalf of an Insured Entity.
IV. COVERAGE EXTENSIONS
A. ADDITIONAL INSUREDS BY CONTRACT

1. Coverage under this Policy shall be extended to apply to Claims against other individuals or organizations when
required by written contract or agreement with the Named Insured, or pursuant to any permit (hereinafter referred to
as “Additional Insureds”). The written contract, agreement or permit must be executed and effective prior to the date
that the events or incidents underlying or alleged in the Claim took place. Coverage is provided for such Additional
Insureds only for those allegations in the Claim which arise out of the otherwise covered negligent acts, errors or
omissions of an Insured (other than an Additional Insured).
2. Coverage for the Additional Insureds shall not be deemed to increase the Limits of Liability of this Policy or broaden the
terms of coverage. All Additional Insureds will share in the applicable Limits of Liability for any covered Claim. Loss
paid on behalf of any Additional Insured, and Defense Expenses if applicable, will reduce and may exhaust any
applicable Limits of Liability under this Policy. This Policy shall not provide coverage for any Claim, allegation or liability
which arises out of an Additional Insured’s own negligence, act, error or omission, work or conduct.
3. Primary, Non-Contributory Coverage:
This Policy will be primary to and not seek contribution from any other insurance available to an Additional Insured;
provided that: (a) the Additional Insured is the Named Insured under such other policy; and (a) the Named Insured has
agreed in the written contract, agreement or permit that this insurance would be primary and would not seek
contribution from any other insurance available to the Additional Insured.
B. OTHER COVERAGE EXTENSIONS

Coverage under this Policy shall also apply to Claims against the following persons or entities, but only with respect to
liability arising out of the actions of an Insured:
1. the debtor-in-possession or bankruptcy estate, including any bankruptcy trustee, of an Insured Entity, as established
under United States bankruptcy laws, or any equivalent representative of an Insured Entity under the laws of any other
jurisdiction;
2. the estate, heirs, executors, administrators, assignees and legal representatives of an Insured Person, in the event of
the death or incapacity of such Insured Person; and
3. the lawful spouse of an Insured Person listed above, including any natural person qualifying as a domestic partner
under the provisions of any applicable federal, state, or local law in the United States.
V. DEFINITIONS
Some bold-faced words may be defined in other parts of this Policy.
A. Application means:
1. the application forms and any supplemental application forms, including those forms of any other insurance carrier or
company, which are submitted to the Insurer in connection with the application and underwriting process for this
Policy, or any prior policy of which this is a renewal; and
2. any and all materials and information submitted to the Insurer in connection with the application and underwriting
process and all publicly available material developed or disseminated by the Insured about the Insured that the Insurer
obtained prior to the Effective Date of the Policy;
all of which are deemed to be on file with the Insurer and are deemed to be attached to, and form a part of this Policy, as if
physically attached.

B. Auto means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached
machinery or equipment.
C. Bodily Injury, unless otherwise defined in a specific Coverage Section, means physical harm, including sickness, disease or
death, to the physical health of a person. It includes mental anguish, injury or illness, or emotional distress, whether or not
it results from such physical harm, sickness or disease to the same person.
D. Claim means:
1. a written demand;
2. a civil proceeding;
3. an arbitration proceeding to which an Insured must submit or does submit with the Insurer’s consent; and
4. any other alternative dispute resolution proceeding to which an Insured submits with the Insurer’s consent;
which seeks monetary damages from an Insured for a Wrongful Act for which coverage is provided under this Policy.
Claim does not include a request for medical records; a patient incident report, a variance report, or any other report made
for loss prevention purposes; a subpoena for documents or testimony; an investigation, proceeding or suit brought by or on
behalf of any governmental agency (unless such coverage is specifically provided in any Coverage Section); or a demand or
legal proceeding seeking solely non-monetary or injunctive relief; or any criminal investigation, indictment, trial or other
similar proceeding.
E. Defense Expenses means any of the following costs or expenses incurred in the investigation, negotiation, defense or
settlement of any covered Claim:
1. reasonable and necessary expenses incurred by the Insurer on the Insured’s behalf;
2. reasonable fees charged by attorneys selected or pre-approved by the Insurer to defend an Insured;
3. the cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable Limits of
Liability; provided that the Insurer will not be obligated to apply for or furnish these bonds; and
4. reasonable and necessary expenses incurred by the Insured at the Insurer’s request or with the Insurer’s consent.
F. Employee means the following natural persons:
1. a person performing work or services for an Insured Entity for wages or other compensation on a full-time or part-time
basis;
2. a leased worker, or a person leased to an Insured Entity by a labor leasing firm under an agreement between the
Insured Entity and the labor leasing firm, to perform duties related to the conduct of the Insured Entity’s business; and
3. a temporary worker, or a person who is substituting for a permanent employee on leave or is needed to meet seasonal
or short-term workload conditions (other than a Locum Tenens).
Employees are Insureds under this Policy, but only for Wrongful Acts committed while acting within the scope of their
duties for an Insured Entity.
G. Employment Practices means any acts, errors or omissions, practices, policies or procedures relating to employment or
prospective employment with any Insured Entity, including but not limited to the following: breach of any employment
contract, including any contract or agreement with a labor union; failure or refusal to hire or employ; dismissal, discharge,
reduction in force, downsizing or termination of employment, whether actual or constructive; demotion, reassignment,
failure or refusal to promote, or deprivation of career opportunity; discipline of employees; evaluation of employees;
discrimination or harassment of any kind or on any basis including but not limited to race, sex, marital status, ancestry,
physical or mental handicaps, age, sexual preference, pregnancy or religion or other status that is protected under any
applicable federal, state or local statute or ordinance; humiliation or defamation; retaliatory treatment against an employee
arising out of the employee’s attempted or actual exercise of rights under the law; employment-related misrepresentations;
or failure to implement appropriate workplace or employment policies or procedures.
H. Executive Officer means any senior executive, manager, officer, or risk manager, of an Insured Entity.
I. Insured means those persons and/or entities identified in Section III. WHO IS AN INSURED, or specifically included as an
Insured in any Endorsement to this Policy.
J. Insurer means the company issuing this Policy as indicated on the Declarations.
K. Loading or Unloading means:
1. the handling of property:
(a) after it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or Auto;
(b) while it is in or on an aircraft, watercraft or Auto; or
(c) while it is being moved from an aircraft, watercraft or Auto to the place where it is finally delivered;

but Loading or Unloading does not include the movement of property by means of a mechanical device, other than a
hand truck, that is not attached to the aircraft, watercraft or Auto;
2. assisting persons or passengers:
(a) while moving from the entrance or waiting area of any location or building into or onto an aircraft, watercraft or
Auto, and visa-versa;
(b) while embarking onto or disembarking from any aircraft, watercraft or Auto;
(c) while moving within any aircraft, watercraft or Auto, including while being seated, when such aircraft, watercraft
or Auto is standing; and
(d) in securing themselves within any aircraft, watercraft or Auto, including the usage of safety restraints or seatbelts,
or instructing on how to use the same.
L. Loss means amounts that an Insured becomes legally obligated to pay in connection with a Claim covered under this Policy.
Loss includes:
1. settlements;
2. judgments;
3. pre-judgment and post-judgment interest on any settlement or judgment, where required by law; and
4. punitive or exemplary damages, to the extent that such damages are insurable under the laws of the applicable
jurisdiction that is most favorable to the insurability of punitive or exemplary damages; provided however that with
respect to the Sexual Misconduct Liability Coverage Section, Loss shall not include punitive or exemplary damages and
no coverage shall be provided thereunder for such damages.
Loss does not include:
(a) Defense Expenses;
(b) amounts for which an Insured is not legally liable;
(c) taxes;
(d) any return, refund or disgorgement of fees, profits, charges or other amounts;
(e) fines or penalties, including civil or administrative fines or penalties and civil monetary penalties;
(f) the multiplied portion of any multiplied damages award;
(g) relief or redress in any form other than monetary compensation or monetary damages, including without
limitation the cost of complying with any injunctive, declaratory or administrative relief;
(h) costs or fees awarded in favor of the claimant; or
(i) amounts deemed uninsurable under applicable law.
M. Management Control means:
1. having ownership interests representing greater than fifty percent (50%) of the voting, appointment, or designation
power for the selection of a majority of the members of the Board of Directors of a corporation, the Management
Committee of a joint venture or partnership, or the Management Board of a limited liability company;
2. having ownership interests in an entity representing greater than fifty percent (50%) of the outstanding shares or
equity interests; or
3. having the right, pursuant to a written contract or the by-laws, charter, operating agreement or similar documents, to
elect, appoint or designate a majority of the members of the Board of Directors of a corporation, the Management
Committee of a joint venture or partnership, or the Management Board of a limited liability company.
N. Human Services means services or treatment provided by an Insured on behalf of the Named Insured in the ordinary
course of the Named Insured’s business operations as a social services provider or human services provider, including the
following:
1. medical, nursing or other professional healthcare services;
2. psychiatric and mental health services, including counseling services, and behavioral health services;
3. care and assistance with activities of daily living;
4. the furnishing or dispensing of medications, drugs supplies, medical equipment or appliances in connection with such
care, at the direction of a physician; and
5. the furnishing of food or beverages in connection with such care.
O. Mobile Equipment means any of the following types of land vehicles, including any attached machinery or equipment:
1. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads;
2. vehicles maintained for use solely on premises the Named Insured owns or rents;
3. vehicles that travel on crawler treads;
4. vehicles, whether self-propelled or not, maintained primarily to provide mobility or permanently mounted:
(a) power cranes, shovels, loaders, diggers or drills; or
(b) road construction or resurfacing equipment such as graders, scrapers or rollers.
P. Named Insured means the entity designated as such in Item 1. of the Declarations.
Q. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful
conditions.
R. Client means any person receiving Human Services from an Insured, whether community-based, or on an emergency or
residential basis.
S. Policy Period means the period from the Effective Date to the Expiration Date of this Policy, as specified in the Declarations.
However, if this Policy is cancelled by either the Named Insured or the Insurer, the Policy Period ends at the effective date
of the cancellation.
T. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids,
alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants shall also
include: (1) lead, paint containing lead, or any other material or substance containing lead; and (2) biomedical waste, which
includes any waste which is generated during the diagnosis, treatment or immunization of human beings or in research
activities.
U. Property Damage means:
1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be
deemed to occur at the time of the physical injury that caused it; or
2. loss of use of tangible property of others that is not physically injured.
V. Retroactive Date means the applicable date set forth on the Declarations of this Policy.
W. Sexual Misconduct means any type of actual, alleged, attempted, suggested or proposed physical contact, speech or activity
of a sexual nature, whether or not consensual, and includes sexual molestation and sexual abuse.
X. Subsidiary means any entity of which the Named Insured has Management Control, either directly or indirectly through
one or more Subsidiaries. A Subsidiary shall not include any partnership, joint venture or limited liability company, unless
specifically designated as such in an Endorsement to this Policy.
Y. Volunteer means a person who provides his or her services or labor to an Insured Entity, but who does not have a contract
to provide, and is not compensated for, such services and labor.
Z. Wrongful Act means any:
1. Human Services Wrongful Act, as defined in the Human Services Professional Liability Coverage Section;
2. Employee Benefits Wrongful Act, as defined in the Employee Benefits Liability Coverage Section;
3. Sexual Misconduct Wrongful Act, as defined in the Sexual Misconduct Liability Coverage Section;
4. Offense resulting in Personal Injury or Advertising Injury, as defined in the General Liability Coverage Section;
5. Occurrence resulting in Bodily Injury, Property Damage, or Damages to Premises Rented to You, as defined in the
General Liability Coverage Section;
if coverage under the respective Coverage Section is purchased by the Named Insured, as specified in the Declarations.
VI. LIMITS OF LIABILITY / DEDUCTIBLES
A. LIMITS OF LIABILITY
1. The Limits of Liability provided under this Policy represent the most the Insurer will pay under this Policy for Loss, and
Defense Expenses when applicable and in accordance with the terms set forth in each respective Coverage Section,
regardless of the number of:
(a) Insureds;
(b) Additional Insureds as described in Section IV.A. of these General Terms and Conditions;
(c) Claims that are made;
(d) Persons or organizations making Claims; or
(e) Wrongful Acts.

All Insureds and Additional Insureds shall share in the Limits of Liability under this Policy.
2. Each Claim Limit of Liability
The Each Claim Limit of Liability specified in the Declarations for an Insuring Agreement or Coverage Section represents
the maximum amount the Insurer will pay for all Loss, and Defense Expenses when applicable, from a single Claim for
which coverage is provided by that Insuring Agreement or Coverage Section, subject to Section VI.E. below.
3. Each Occurrence Limit of Liability or Each Wrongful Act Limit of Liability
The Each Occurrence Limit of Liability or Each Wrongful Act Limit of Liability as specified in the Declarations for an
Insuring Agreement or Coverage Section represents the most the Insurer will pay for all Loss, and Defense Expenses
when applicable, from a single Occurrence or Wrongful Act for which coverage is provided by that Insuring Agreement
or Coverage Section, subject to Section VI.E. below.
4. Coverage Aggregate Limit of Liability
The Coverage Aggregate Limit of Liability for each purchased Coverage Section, as specified in the Declarations, is the
maximum amount payable by the Insurer for all Loss, and Defense Expenses when applicable, and all other amounts
under the respective Coverage Section. However, if a specific coverage in a Coverage Section indicates that its Limits of
Liability are in addition to the Coverage Aggregate Limit of Liability, then payments made pursuant to such coverage
shall not reduce or erode the Coverage Aggregate Limit of Liability or the Policy Aggregate Limit of Liability.
If a Coverage Aggregate Limit of Liability is exhausted by the payment of Loss, and Defense Expenses when applicable,
or other amounts payable under the respective Coverage Section, the Insurer will have no further obligation to pay any
further amounts under such Coverage Section, and the premium for such Coverage Section will be fully earned.
5. Policy Aggregate Limit of Liability
The Policy Aggregate Limit of Liability, as specified in the Declarations, is the maximum amount payable by the Insurer
under this Policy for all Loss, and Defense Expenses when applicable, from all Claims, Occurrences or Wrongful Acts,
and for all other amounts payable, for which coverage is provided under all purchased Coverage Sections, subject to
paragraph 4. above.
If the Policy Aggregate Limit of Liability is exhausted by the payment of Loss, and Defense Expenses when applicable,
and other amounts payable, the Insurer will have no further obligation to pay any further amounts under this Policy, or
have any obligation of any kind with respect to any Claim under this Policy, and the total policy premium specified in
the Declarations will be fully earned.
6. Exhaustion of Limits of Liability – Transition of Defense
When the applicable Limit of Liability for a Claim (or the applicable Coverage Aggregate Limit of Liability or Policy
Aggregate Limit of Liability) is exhausted, the control and defense of such Claim shall transfer to the Insured, and the
Insured must cooperate in this transfer and accept the control and defense of such Claim. The Insurer shall notify the
Named Insured in writing if the Limit of Liability is likely to be exhausted by payments and initiate the transfer of
control and defense to the appropriate Insured, as determined by the Named Insured.
The Insurer agrees to take such steps, as it deems appropriate, to avoid a default in, or continue the defense of, such
Claims until such transfer is completed, provided the appropriate Insured is cooperating in completing such transfer.
The Named Insured shall, upon written notice from the Insurer, promptly reimburse the Insurer for expenses the
Insurer incurs in taking those steps.
B. PAYMENT OF DEFENSE EXPENSES

1. Generally, Defense Expenses are paid in addition to the Limits of Liability, and payment by the Insurer of Defense
Expenses will not reduce the Limits of Liability for such Coverage Sections or the Policy Aggregate Limit of Liability.
However, with respect to the Sexual Misconduct Liability Coverage Section, and specific Insuring Agreements in the
Professional Liability Coverage Section, Defense Expenses are part of and not in addition to the applicable Limits of
Liability, and payments by the Insurer of Defense Expenses may, as indicated in the Coverage Section, reduce and
exhaust such Limits of Liability for such Coverage Section and the Policy Aggregate Limit of Liability.
However, the Insurer will not be obligated to defend or continue to defend any Claim or pay Defense Expenses for any
Claim under such Coverage Sections after the Limit of Liability has been exhausted by the payment of Loss, both Loss
and Defense Expenses as applicable, or other amounts payable under this Policy.
2. Advancement and Reimbursement of Defense Expenses
If the Insurer initially defends any Insured, or pay Defense Expenses including attorney’s fees and costs, for any Claim
against any Insured, but it is later determined that the Claim, the parties involved in the Claim, or the Defense
Expenses which the Insurer has paid, are not covered or insured under this Policy, then the Insurer shall have the right
to be reimbursed in full for all such Defense Expenses.

C. DEDUCTIBLE
1. The Insurer will only be liable for the amount of Loss from any Claim, which is in excess of the applicable Deductible
amount as specified in the Declarations. Provided however, that with respect to the Sexual Misconduct Liability
Coverage Section, if purchased by the Insured, the Insurer will only be liable for the amount of Loss and Defense
Expenses from any Claim, which is in excess of the applicable Deductible amount as specified in the Declarations.
2. The Deductible amount will be borne by the Insureds and remain uninsured.
3. If the total of all Loss (or Loss and Defense Expenses with respect to the Sexual Misconduct Liability Coverage Section)
from any Claim, is within the applicable Deductible, the Insurer will have no duty to pay under this Policy.
4. The Deductible amount is part of the Limits of Liability. Payments of Loss by the Insured within the Deductible amount
will reduce and erode the Limits of Liability.
5. If, at the Insurer’s sole discretion, the Insurer has advanced or paid all or any part of the Deductible on behalf of the
Insured, the Insured will be obligated to reimburse such amounts to the Insurer upon demand.
D. NON-STACKING OF LIMITS
1. Between Coverage Sections
In the event that more than one Coverage Section of this Policy could apply to the same Claim or series of related
Claims, or the same Wrongful Act or series of Wrongful Acts, only the applicable Each Claim, Each Occurrence or Each
Wrongful Act Limit of Liability and the respective Deductible of one Coverage Section shall apply, which shall be
determined in good faith by the Insurer, taking into consideration the predominant allegations in the Claim, the facts
and circumstances underlying the Claim, and the respective interests of the parties to this Policy.
In no event shall the Limits of Liability of more than one coverage or Coverage Section apply to the same Claim even if
any applicable coverage or Coverage Section has a dedicated Limit of Liability as specified in an Endorsement to this
Policy or otherwise.
2. With Other Policies Issued by the Insurer
If any Loss, including Defense Expenses if applicable, from any Claim that is covered by this Policy, are also covered by
another policy issued by the Insurer or any affiliate thereof to any Insured or Additional Insured, the maximum limit of
liability payable under both policies for such Loss, and Defense Expenses if applicable, will not exceed the largest single
Each Claim, Each Occurrence or Each Wrongful Act Limit of Liability available under either policy, and the corresponding
Deductible or Retention will apply. This shall not apply if such other Policy is specifically written as excess insurance
over this Policy.
E. RELATED CLAIMS; RELATED ACTS

1. Related Claims
All Claims based upon or arising out of the same or related facts, circumstances, situations, Clients, transactions or
events, or series thereof, whether related logically, causally or in any other way, will be deemed a single Claim subject
to one Each Claim Limit of Liability and one Deductible.
Such Claim shall be considered to have been made on the earlier of the following dates:
(a) the date the first of such Claims is made against an Insured; or
(b) the date the Insurer receives an Insured’s written notice of circumstances in accordance with Section VII.A. of
these General Terms and Conditions.
2. Related Wrongful Acts
All Wrongful Acts based upon or arising out of the same or related acts, errors, omissions, facts, circumstances,
situations, Clients, transactions or events, or series thereof, whether related logically, causally or in any other way, will
be treated as one Wrongful Act subject to one Each Occurrence or Each Wrongful Act Limit of Liability and one
Deductible.
Such Wrongful Act shall be deemed to have taken place on the date of the first act, error, omission or event.
If such Wrongful Act began or took place prior to the applicable Retroactive Date (for Claims-Made coverage) or
Effective Date (for Occurrence coverage) of this Policy, then no coverage shall apply under this Policy to any Claims
arising therefrom.

VII. CONDITIONS
A. REPORTING REQUIREMENTS; DUTIES IN THE EVENT OF A CLAIM OR INCIDENT

Refer to the “WHAT TO DO IF YOU HAVE A CLAIM OR POTENTIAL CLAIM OR INCIDENT” notice attached to the front of this
Policy for Claims Department contact information.
1. Notice of Claims - Applicable to Claims-Made Coverages Only
The Insured must, as a condition precedent to the obligations of the Insurer under this Policy, provide written
notification to the Insurer of any Claim first made against an Insured during the Policy Period as soon as practical after
any Insured becomes aware of such Claim, but no later than sixty (60) days after the end of the Policy Period. If a
Claim is first made within any applicable Extended Reporting Period, the Insured will provide written notification to the
Insurer of such Claim as soon as practicable but in no event later than the expiration of the Extended Reporting Period.
A Claim will be considered first made when any Insured first receives notice of such Claim in writing.
2. Notice of Claims - Applicable to Occurrence Coverages Only
The Insured must, as a condition precedent to the obligations of the Insurer under this Policy, provide written
notification to the Insurer of any Claim for an Occurrence or Wrongful Act which commences and takes place during
the Policy Period as soon as practical after any Insured becomes aware of such Claim, but no later than sixty (60) days
thereafter.
3. Notice of Circumstances or Incidents – Applicable to Claims-Made Coverages Only
If during the Policy Period, the Insured first becomes aware of a circumstance or incident which may reasonably be
expected to be the basis of a Claim against an Insured, and the Insured, as soon as practical but in no event later than
the Expiration Date of the Policy Period, gives the Insurer written notice of the circumstance or incident, then the
Insurer will treat any subsequently resulting Claim as if it had first been made during the Policy Period. All terms and
conditions of this Policy in effect on the date that the Insurer receives notice of such circumstance or incident will apply
to the resulting Claim.
4. Notice of Circumstances or Incidents – Applicable to Occurrence Coverages Only
If during the Policy Period, the Insured first becomes aware of a circumstance or incident which may reasonably be
expected to be the basis of a Claim against an Insured, then the Insured shall as soon as practical give the Insurer
written notice of the circumstance or incident.
5. Notices to the Insurer
Notices to the Insurer must be sent to the address or email shown in the notice listed above, and include all of the
following information:
(a) the names, addresses and other contact information of all persons and/or organizations involved in the Claim,
circumstance or incident, and the specific persons or organizations making or likely to make the Claim;
(b) a description of the time, place and nature of the circumstances or incidents, or the events underlying or alleged in
the Claim; and
(c) a description of the potential loss or damages.
6. Preservation of Rights
The Insured shall take all steps necessary to preserve its rights and the rights of the Insurer with respect to any Claim,
and shall do nothing to prejudice those rights.
B. DEFENSE AND SETTLEMENT; COOPERATION

1. Defense and Investigation
(a) It shall be the right and duty of the Insurer to defend any Claim to which coverage applies under this Policy, unless
specifically indicated otherwise for a specific coverage or Insuring Agreement or in an Endorsement to this Policy.
(b) If the Insurer has the right and duty to defend a Claim, the Insurer will have the right to select and retain counsel
on behalf of the Insured to investigate and defend such Claim.
(c) If the Insurer does not have the duty to defend a Claim, the Insured will have the responsibility to select and retain
counsel for the investigation and defense of such Claim, subject to the prior approval of the Insurer which shall not
be unreasonably withheld.
(d) Defense Expenses paid by the Insurer may be paid in addition to or may reduce and exhaust the Limits of Liability,
in accordance with the terms of each Insuring Agreement or Coverage Section.

(e) The Insurer will not be obligated to pay Loss or Defense Expenses for any Claim under this Policy, or to defend or
continue to defend any Claim, after the applicable Limit of Liability, or the Coverage Aggregate or Policy Aggregate
Limit of Liability, is exhausted.
2. Insured’s Duty to Cooperate
When the Insurer has the duty to defend:
(a) The Insured must cooperate with the Insurer in the investigation, settlement and defense of any Claim for which
coverage is provided under this Policy.
(b) Upon the Insurer’s request, the Insured must authorize the Insurer to obtain records and other information.
(c) The Insured must provide the Insurer with any requested information and keep the Insurer informed of
developments of which it is notified.
(d) The Insureds must attend hearings, depositions, meetings and trials and other proceedings at the request of the
Insurer and assist the Insurer in securing and providing evidence and obtaining the attendance of witnesses.
(e) The Insured must cooperate with the Insurer, upon the Insurer’s request, in enforcing any rights of contribution or
indemnity against another party who may be liable to an Insured.
(f) No Insured will, except at the Insured’s own cost, voluntarily make a payment, assume any obligation, admit any
liability, or incur any expense or assume any other obligation, without the Insurer’s prior written consent.
(g) The Insured must send the Insurer copies of all demands, notices, settlement offers, summonses or legal papers
received in connection with a Claim or potential Claim.
3. Settlement of a Claim
(a) No Insured may settle any Claim, make any offer of settlement, or stipulate to any judgment or any decision in any
regulatory action or proceeding, without the Insurer’s prior written consent. The Insured may not take any action
which would compromise any proposed settlement which is acceptable to the Insurer.
(b) The Named Insured shall be authorized to act on behalf of all Insureds with respect to any settlement.
(c) The prior consent of the Named Insured is not required in connection with the settlement of any Claim under any
Coverage Section which is included in this Policy (other than the Professional Liability Coverage Section, as
indicated immediately below).
(d) With respect to the Professional Liability Coverage Section, the Insurer may settle any Claim with the prior consent
of the Named Insured, which shall not be unreasonably withheld.
Provided however, that if the Named Insured refuses to consent to the settlement of any Claim which the Insurer
recommends and which is acceptable to the claimant, then the Insurer’s liability for such Claim (subject to the
Limits of Liability) will not exceed the amount for which the Claim could have been settled, plus Defense Expenses
paid and incurred by the Insurer up until the date of such refusal. A failure to respond to a written request by the
Insurer to approve a proposed settlement within five (5) business days shall be deemed a refusal by the Named
Insured.
(e) The Insurer and the Named Insured agree to cooperate in good faith with respect to the settlement of any Claim,
and to promptly notify the other of any offer of settlement.
C. LEGAL ACTION AGAINST THE INSURER

No person or organization has a right under this Policy:
1. to join the Insurer as a party or otherwise bring the Insurer into a suit seeking Loss from an Insured; or
2. to sue the Insurer, unless the Insured has fully complied with all terms and conditions of this Policy.
D. CANCELLATION; NO OBLIGATION TO RENEW

1. Cancellation
(a) The Named Insured may cancel this Policy by mailing or delivering to the Insurer advance written notice of
cancellation.
(b) The Insurer may cancel this Policy by mailing or delivering to the Named Insured, at the most recent address on file
with the Insurer, written notice of cancellation at least:
(1) Ten (10) days before the effective date of cancellation if the Insurer cancels for non-payment of premium; or
(2) Sixty (60) days before the effective date of cancellation if the Insurer cancels for any other reason;
or such notice as otherwise specified by state law.
(c) Notice of cancellation will state the effective date of cancellation. The Policy Period will end on that date.
(d) If this Policy is cancelled, the Insurer will send any premium refund due to the Named Insured. If the Insurer
cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be calculated as ninety percent
(90%) of the prorated return premium. The cancellation will be effective even if the Insurer has not made or
offered a refund.
(e) If notice is mailed, proof of mailing will be sufficient proof of notice.
2. No Obligation to Renew
(a) The Insurer will not be obligated or required to renew this Policy. Any offer of renewal terms involving a change of
Limit of Liability, Deductible, premium, or other terms and conditions will not constitute, nor be construed as, a
refusal by the Insurer to renew this Policy.
(b) The Insurer may elect to non-renew this Policy by mailing to the Named Insured, at the most recent address on file
with the Insurer, at least sixty (60) days advance written notice, or notice as otherwise specified by state law.
(c) If notice is mailed, proof of mailing will be sufficient proof of notice.
E. EXTENDED REPORTING PERIOD – CLAIMS MADE COVERAGES ONLY

This Section shall only apply to those coverages purchased by the Insured which apply on a Claims-Made and Reported
basis. With respect to the Professional Liability Coverage Section, the Extended Reporting Periods shall only apply to
Insuring Agreement A. Professional Liability Coverage.
1. Automatic Extended Reporting Period
(a) If the Named Insured or the Insurer cancels or non-renews this Policy for any reason, other than for non-payment
of premium and/or Deductible or for non-compliance with the terms and conditions of this Policy, then the Named
Insured will be entitled to an Automatic Extended Reporting Period of thirty (30) days from the effective date of
the cancellation or nonrenewal of this Policy, in which to report Claims.
(b) If an Optional Extended Reporting Period described below is purchased, then this Automatic Extended Reporting
Period will be included within the Optional Extended Reporting Period and will not extend such Optional Extended
Reporting Period.
(c) The Automatic Extended Reporting Period shall not be effective if the Insured has procured replacement coverage
with another insurance carrier.
2. Optional Extended Reporting Period
If the Named Insured or the Insurer cancels or non-renews this Policy for any reason, other than for non-payment of
premium and/or Deductible or for non-compliance with the terms and conditions of this Policy, then the Named
Insured will have the right to purchase an Optional Extended Reporting Period as follows:
(a) The right to purchase the Optional Extended Reporting Period will terminate unless written notice of the Named
Insured’s intention to purchase it, together with payment of additional premium due, is received by the Insurer
within thirty (30) days after the effective date of the cancellation or non-renewal.
(b) The additional premium for the Optional Extended Reporting Period will be calculated as a percentage of the total
annual premium, as specified in the Declarations.
(c) The additional premium for the Optional Extended Reporting Period will be fully earned upon the effective date of
the Optional Extended Reporting Period. Once purchased, the Optional Extended Reporting Period may not be
cancelled.
(d) The coverage provided under the Optional Extended Reporting Period is excess over any other insurance or
coverage purchased by or for the Insured which also applies to a Claim.
3. Terms Applicable to both Automatic and Optional Extended Reporting Periods
(a) All terms and conditions of this Policy in effect on the last day of the Policy Period will apply to a Claim made
during the Extended Reporting Period.
(b) The Extended Reporting Period does not extend the Policy Period or change the scope of coverage provided, nor
does it provide an increased or reinstated Limit of Liability.
(c) The Extended Reporting Period applies only to Claims first made against an Insured during the Extended Reporting
Period for covered Wrongful Acts or Occurrences that occur on or after the Retroactive Date and before the
effective date of cancellation or non-renewal of this Policy.

F. CHANGE IN OPERATIONS
The Named Insured agrees to notify the Insurer, in advance if possible, of any material changes in its operations or activities
during the Policy Period as soon as practicable. If the Insurer determines that these changes in operations or activities
result in a change to an Insured’s exposure, the Insurer will have the right to modify coverage terms, exclude coverage for
any new risk or exposure that results from the material changes, and/or make adjustments to the premium or rates
charged.
“Material changes" means changes to the Insured’s operations or activities which materially increase or change the risk, as
underwritten by the Insurer as of the Effective Date of this Policy, including but not limited to:
1. The suspension, revocation or restriction of an Insured Entity’s or Executive’s professional license, program
certification, facility license, operating certificate, professional certification, registration, or similar requirement under
federal, state or local law;
2. the use, acquisition, creation or opening of any facilities, practice groups or offices not described in the Application;
3. the creation or use of any practices, procedures or services not described in the Application; or
4. any other business operations or activities not previously disclosed to the Insurer in the Application.
G. NEWLY ACQUIRED OR FORMED ENTITIES

1. A Subsidiary that is acquired or formed by the Named Insured during the Policy Period, and at the time of such
transaction generates less than twenty-five percent (25%) of the total revenue of the Named Insured as reflected in the
Named Insured’s most recent audited consolidated financial statement, will automatically be covered under this Policy
as an Insured Entity if there is no other similar insurance available to such entity.
2. A Subsidiary that is acquired or formed by the Named Insured during the Policy Period, and at the time of such
transaction generates equal to or more than twenty-five percent (25%) of the total revenue of the Named Insured as
reflected in the Named Insured’s most recent audited consolidated financial statement, may be covered under this
Policy as an Insured Entity if there is no other similar insurance available to such entity, but only subject to the
following:
Coverage is afforded to such new Subsidiary only until the ninetieth (90th) day after the acquisition or formation, or
until the end of the Policy Period, whichever is earlier. Coverage will cease for such new Subsidiary after this period,
unless, within this period:
(a) the Named Insured advises the Insurer of the acquisition or formation of the new organization in writing;
(b) the Named Insured provides any information or documentation as requested by the Insurer for evaluation;
(c) the Named Insured pays any additional premium required; and
(d) the Insurer issues an Endorsement to include the new Subsidiary as an Insured Entity.
3. For any other entity acquired or formed during the Policy Period which is not a Subsidiary, or which is a partnership,
joint venture or limited liability corporation, there shall be no coverage provided under this Policy unless the Named
Insured notifies the Insurer in writing, and the Insurer agrees to provide coverage for such new entity under this Policy
subject to any additional terms, conditions and premium as may be required by the Insurer, and issues an Endorsement
to this Policy to that effect.
H. OTHER INSURANCE
The insurance afforded by this Policy is excess of, but shall not be subject to the terms and conditions of, any other valid and
collectible insurance available to the Insured, except insurance specifically arranged by the Named Insured to apply in
excess of this insurance.
I. REPRESENTATIONS
1. By accepting this Policy the Named Insured agrees, on behalf of all Insureds, that:
(a) the statements in the Application, along with any and all attachments submitted with the same, or in connection
with the application process and furnished to the Insurer are, after conducting due diligence and inquiry with any
individuals who may have knowledge or information about the matters inquired about in such Application, true,
accurate and complete;
(b) those statements furnished to the Insurer are representations the Named Insured made on behalf of all Insureds;
(c) those representations are a material inducement to the Insurer to issue this Policy;
(d) the Insurer has issued this Policy in reliance upon those representations; and


Metropolitan Government of Nashville and Davidson County
Subcontractor Report (List all proposed subcontractors, subconsultants, or suppliers regardless of their ownership status. SBE/SDV Primes should not enter their participation on this form, rather should enter it in the attributes section of the lines tab of their response.)
Note: MBE = Minority‐owned business, WBE = Woman‐owned business, SBE = Small business, SDV = Service Disabled Veteran‐owned business, DBE = Federal Disadvantaged businesses
Your Firm's Name: Rite of Passage, Inc.
Solicitation Title: Juvenile Justice Facility Management Services
Solicitation Number: 57122
Date: 5/16/2022
Estimated %
Estimated
Subcontractor (Firm Name) Address City St Zip Contact Name Email Phone # MBE WBE SBE SDV DBE OTHER Work to be Performed of Total
Dollar Value
Contract
DHE Computer Systems, LLC 7076 S Alton Way, Bldg. C Centennial CO 80112 303‐290‐6050 No Yes No No No No IT equipment and supplies $42,000 0.78%
Chef's Deal 708 Dickerson Pike Nashville TN 37207 Matthew Yaz [email protected] 615‐254‐5449 No Yes Yes No No No Restaurant equipment and supplies $6,000 0.11%
cherylwillis@midsouthdrugtesti
Mid‐South Drug Testing 950 Mt. Moriah, Ste. 101 Memphis TN 38117 Cheryl Willis ng.com 901‐320‐9295 No Yes No No No No Employee drug screening $6,000 0.11%
DevMar Products, LLC 1865 Air Lane Drive, Ste. 2 Nashville TN 37210 Sharon Reynolds [email protected] 615‐496‐8884 Yes No No No No No Office supplies $10,000 0.19%
Reynolds & Reynolds Facility Services, Inc. 1865 Air Lane Drive, Ste. 2 Nashville TN 37210 Demarco Reynolds [email protected] 615‐835‐3590 Yes No No No No No Janitorial services $45,000 0.83%
The Council of Juvenile Justice Quality assurance, training and technical
Administrators 350 Granite St., Ste. 1203 Braintree MA 02184 Mike Dempsey [email protected] 781‐843‐2663 No No No No No No assistance $276,636 5.00%
Pioneer Medical, Inc. 102 Woodmount Boulevard, Ste. 200 Nashville TN 37205 Phyllis Smith 615‐242‐6655 No No Yes No No No Medical equipment and supplies $29,000 0.54%
Lebanon Chemical Company, Inc. 533 W Baddour Pkwy Lebanon TN 37087 Kathy Haskins [email protected] 615‐444‐1787 No No Yes No No No Cleaning chemicals, laundry chemicals $25,000 0.46%
Select Select Select Select Select Select
Select Select Select Select Select Select
Certificate Of Completion
Envelope Id: 440BD1E0B2384F7FB81BFBA84B6D20C9 Status: Completed
Subject: Urgent!!! Metro Contract 6516822 with Rite of Passage, Inc (Juvenile Court)
Source Envelope:
Document Pages: 92 Signatures: 7 Envelope Originator:
Certificate Pages: 18 Initials: 4 Procurement Resource Group
AutoNav: Enabled 730 2nd Ave. South 1st Floor
EnvelopeId Stamping: Enabled Nashville, TN 37219
Time Zone: (UTC-06:00) Central Time (US & Canada) [email protected]
IP Address: 170.190.198.190
Record Tracking
Status: Original Holder: Procurement Resource Group Location: DocuSign
6/28/2022 2:48:56 PM [email protected]
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Metropolitan Government of Nashville and Location: DocuSign
Davidson County
Signer Events Signature Timestamp

Michelle A Hernandez Lane Sent: 6/28/2022 2:59:06 PM
[email protected] Resent: 6/28/2022 3:06:29 PM
Chief Procurement Officer/Purchasing Agent Viewed: 6/29/2022 11:00:54 AM
Metro Signed: 6/29/2022 11:01:19 AM
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
(None) Signed by link sent to [email protected]
Using IP Address: 172.58.146.103
Signed using mobile
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jim Swack Sent: 6/29/2022 11:01:23 AM

[email protected] Viewed: 6/29/2022 11:28:04 AM
Security Level: Email, Account Authentication Signed: 6/29/2022 11:32:22 AM
(None)
Signed by link sent to [email protected]

Accepted: 6/29/2022 11:28:04 AM
ID: f5c6293b-646d-46d9-97b7-c9aeab9c4b74
Amanda Brown Sent: 6/29/2022 11:32:26 AM

(None)

Accepted: 6/29/2022 11:33:13 AM
ID: 5f425b36-efe4-4b02-a9c0-f1d8089c389e
CJ Bower Sent: 6/29/2022 11:33:42 AM
[email protected] Viewed: 6/29/2022 12:37:16 PM
Chief Financial Officer Signed: 6/29/2022 12:46:28 PM
Rite of Passage, Inc

Accepted: 6/29/2022 12:37:16 PM
ID: 0191e8c7-124b-447d-b88f-40a1b02aefab
Michelle A. Hernandez Lane Sent: 6/29/2022 12:46:35 PM

Chief Procurement Officer/Purchasing Agent Signed: 6/29/2022 12:47:37 PM
Metro
Signed using mobile
Judge Sheila D. J. Calloway Sent: 6/29/2022 12:47:40 PM

Security Level: Email, Account Authentication Signed: 6/29/2022 12:58:39 PM
(None)
Signature Adoption: Drawn on Device
Signed by link sent to
[email protected]
Signed using mobile
Accepted: 6/29/2022 12:57:26 PM
ID: 3d455298-d6fd-40ca-a2b8-2c0aeb67fb8a
Kelly Flannery/TJE Sent: 6/29/2022 12:58:42 PM

Director of Finance Signed: 6/29/2022 2:22:54 PM
(None) Signature Adoption: Pre-selected Style

Accepted: 6/29/2022 2:22:28 PM
ID: 5da08b89-38f7-4987-926b-038f6e7cdf4f
Sally Palmer Sent: 6/29/2022 2:22:58 PM

Completed

Accepted: 6/30/2022 8:19:59 AM
ID: e371e858-2b77-4482-ae3a-fd274118ae47
Balogun Cobb Sent: 6/30/2022 8:20:16 AM
(None)

Accepted: 6/30/2022 8:48:18 AM
ID: 3cd3c018-7acc-478f-a1c9-8cdda8bbe535
Cynthia Gross Sent: 6/30/2022 8:50:58 AM

(None)

Accepted: 7/1/2022 7:25:40 AM
ID: ce5a14ba-5dbc-4ee2-a0fb-2ff994493033
Austin Kyle Sent: 7/1/2022 7:27:22 AM

[email protected] Resent: 7/1/2022 8:06:54 AM
Security Level: Email, Account Authentication Viewed: 7/1/2022 8:12:05 AM
(None) Signed: 7/1/2022 8:12:12 AM

Accepted: 7/1/2022 8:12:05 AM
ID: 931f5483-2b79-4baa-8a9e-91414879422c
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp

Sally Palmer Sent: 6/30/2022 8:20:12 AM
Security Level: Email, Account Authentication Completed: 7/1/2022 8:12:41 AM
(None)

Accepted: 7/1/2022 8:06:49 AM
ID: 75424429-f36f-4955-97d0-4985c748856d
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp

Terri L. Ray Sent: 6/29/2022 11:01:22 AM
[email protected]
Senior Procurement Officer
Metropolitan Government of Nashville and Davidson
County
(None)
Christopher Wood Sent: 7/1/2022 8:12:18 AM

[email protected]
Director, BAO
(None)
L'Tannia Williams Sent: 7/1/2022 8:12:21 AM

L'[email protected]
(None)
Accepted: 5/9/2022 12:10:25 PM
ID: 6079e142-b564-4ba9-b518-24e1230c328d
Amber Gardner Sent: 7/1/2022 8:12:24 AM

[email protected]
(None)
Accepted: 6/30/2022 10:56:54 AM
ID: 4832c0bb-7b23-457a-b307-2422c7cb3075
Suzanne Smith Sent: 7/1/2022 8:12:27 AM

[email protected]
(None)
Rusty Alexander Sent: 7/1/2022 8:12:31 AM

[email protected]
Business Managing Director
(None)
Jessica Angulo Sent: 7/1/2022 8:12:34 AM

[email protected]
(None)
Kathy Sinback Sent: 7/1/2022 8:12:37 AM

[email protected]
(None)
Accepted: 5/9/2022 11:32:10 AM
ID: 65933ea5-bfae-4e55-8885-fe426f50be46
Joe Atchley Sent: 7/1/2022 8:12:41 AM
[email protected]
(None)
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps

Envelope Sent Hashed/Encrypted 6/28/2022 2:59:06 PM
Certified Delivered Security Checked 7/1/2022 8:12:05 AM
Signing Complete Security Checked 7/1/2022 8:12:12 AM
Completed Security Checked 7/1/2022 8:12:41 AM
Payment Events Status Timestamps

Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/9/2014 8:05:49 AM
Parties agreed to: Jim Swack, Amanda Brown, CJ Bower, Judge Sheila D. J. Calloway, Kelly Flannery/TJE, Sally Palmer, Balogun Cobb, Cynthia Gross, Austin Kyle, S
1. ACCEPTANCE OF TERMS AND CONDITIONS These Terms and Conditions govern your
("Subscriber" or "you") use of DocuSign's on-demand electronic signature service (the
"Subscription Service"), as accessed either directly through DocuSign.com, DocuSign.net, or
through a DocuSign affiliateâ€™s web page offering a Service Plan (collectively, the "Site"). By
depositing any document into the System (as defined below), you accept these Terms and
Conditions (including your corresponding Service Plan, the DocuSign.com Terms of Use, and all
policies and guidelines referenced and hereby incorporated into these Terms and Conditions) and
any modifications that may be made to the Terms and Conditions from time to time. If you do
not agree to these Terms and Conditions, you should not use the Subscription Service or visit or
browse the Site. These Terms and Conditions constitute a binding legal agreement between you
and DocuSign, Inc. ("DocuSign," "we," "us," and "our"). Please read them carefully and print a
copy for your future reference. 2. MODIFICATION OF TERMS AND CONDITIONS We
reserve the right to modify these Terms and Conditions at any time and in any manner at our sole
discretion by: (a) posting a revision on the Site; or (b) sending information regarding the
amendment to the email address you provide to us. YOU ARE RESPONSIBLE FOR
REGULARLY REVIEWING THE SITE TO OBTAIN TIMELY NOTICE OF ANY
AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH
AMENDMENTS BY CONTINUING TO USE THE SUBSCRIPTION SERVICE FOR MORE
THAN 20 DAYS AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR
INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. You
agree that we shall not be liable to you or to any third party for any modification of the Terms
and Conditions. 3. DEFINITIONS â€œAccountâ€? means a unique account established by
Subscriber to enable its Authorized Users to access and use the Subscription Service.
â€œAuthorized Userâ€? means any employee or agent of Subscriber, identified by a unique
email address and user name, who is registered under the Account, provided that no two persons
may register, access or use the Subscription Service as the same Authorized User.
â€œeContractâ€? refers to a contract, notice, disclosure, or other record or document deposited
into the System by Subscriber for processing using the Subscription Service. â€œEnvelopeâ€?
means an electronic record containing one or more eContracts consisting of a single page or a
group of pages of data uploaded to the System. â€œSeatâ€? means an active Authorized User
listed in the membership of an Account at any one time. No two individuals may log onto or use
the Subscription Service as the same Authorized User, but Subscriber may unregister or
deactivate Authorized Users and replace them with other Authorized Users without penalty, so
long as the number of active Authorized Users registered at any one time is equal to or less than
the number of Seats purchased. â€œService Planâ€? means the right to access and use the
Subscription Service for a specified period in exchange for a periodic fee, subject to the Service
Plan restrictions and requirements that are used to describe the selected Service Plan on the Site.
Restrictions and requirements may include any or all of the following: (a) number of Seats
and/or Envelopes that a Subscriber may use in a month or year for a fee; (b) fee for sent
Envelopes in excess of the number of Envelopes allocated to Subscriber under the Service Plan;
(c) per-seat or per-user restrictions; (d) the license to use DocuSign software products such as
DocuSign Connect Express in connection with the Subscription Service; and (e) per use fees.
â€œSpecificationsâ€? means the technical specifications set forth in the â€œSubscription Service
Specificationsâ€? available at http://docusign.com/company/specifications. â€œSubscription
Serviceâ€? means DocuSignâ€™s on-demand electronic signature service, as updated from time
to time, which provides on-line display, certified delivery, acknowledgement, electronic
signature, and storage services for eContracts via the Internet. â€œSystemâ€? refers to the
software systems and programs, communication and network facilities, and hardware and
equipment used by DocuSign or its agents to provide the Subscription Service. â€œTermâ€?
means the period of effectiveness of these Terms and Conditions, as specified in Section 12
below. â€œTransaction Dataâ€? means the metadata associated with an Envelope (such as
transaction history, image hash value, method and time of Envelope deletion, sender and
recipient names, email addresses and signature IDs) and maintained by DocuSign in order to
establish the digital audit trail required by the Subscription Service. 4. SUBSCRIPTION
SERVICE During the term of the Service Plan and subject to these Terms and Conditions,
Subscriber will have the right to obtain an Account and register its Authorized Users, who may
access and use the Subscription Service, and DocuSign will provide the Subscription Service in
material conformance with the Specifications. You must be 18 years of age or older to register
for an Account and use the Subscription Service. Subscriber's right to use the Subscription
Service is limited to its Authorized Users, and Subscriber agrees not to resell or otherwise
provide or assist with the provision of the Subscription Service to any third party. In addition,
DocuSignâ€™s provision of the Subscription Service is conditioned on Subscriber's
acknowledgement and agreement to the following: (a) The Subscription Service facilitates the
execution of eContracts between the parties to those eContracts. Nothing in these Terms and
Conditions may be construed to make DocuSign a party to any eContract processed through the
Subscription Service, and DocuSign makes no representation or warranty regarding the
transactions sought to be effected by any eContract; (b) Between DocuSign and Subscriber,
Subscriber has exclusive control over and responsibility for the content, quality, and format of
any eContract. All eContracts stored by DocuSign are maintained in an encrypted form, and
DocuSign has no control of or access to their contents; (c) If Subscriber elects to use one or more
of the optional features designed to verify the identity of the intended recipient of an eContract
that DocuSign makes available to its subscribers (â€œAuthentication Measuresâ€?), DocuSign
will apply only those Authentication Measures selected by the Subscriber, but makes no
representations or warranties about the appropriateness of any Authentication Measure. Further,
DocuSign assumes no liability for: (A) the inability or failure by the intended recipient or other
party to satisfy the Authentication Measure; or (B) the circumvention by any person (other than
DocuSign) of any Authentication Measure; (d) Certain types of agreements and documents may
be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law),
or may be subject to specific regulations promulgated by various government agencies regarding
electronic signatures and electronic records. DocuSign is not responsible or liable to determine
whether any particular eContract is subject to an exception to applicable electronic signature
laws, or whether it is subject to any particular agency promulgations, or whether it can be legally
formed by electronic signatures; (e) DocuSign is not responsible for determining how long any
d to be retained or stored under any applicable laws, regulations, or legal or administrative
agency processes. Further, DocuSign is not responsible for or liable to produce any of
Subscriberâ€™s eContracts or other documents to any third parties; (f) Certain consumer
protection or similar laws or regulations may impose special requirements with respect to
electronic transactions involving one or more â€œconsumers,â€? such as (among others)
requirements that the consumer consent to the method of contracting and/or that the consumer be
provided with a copy, or access to a copy, of a paper or other non-electronic, written record of
the transaction. DocuSign does not and is not responsible to: (A) determine whether any
particular transaction involves a â€œconsumer;â€? (B) furnish or obtain any such consents or
determine if any such consents have been withdrawn; (C) provide any information or disclosures
in connection with any attempt to obtain any such consents; (D) provide legal review of, or
update or correct any information or disclosures currently or previously given; (E) provide any
such copies or access, except as expressly provided in the Specifications for all transactions,
consumer or otherwise; or (F) otherwise to comply with any such special requirements; and (g)
Subscriber undertakes to determine whether any â€œconsumerâ€? is involved in any eContract
presented by Subscriber or its Authorized Users for processing, and, if so, to comply with all
requirements imposed by law on such eContracts or their formation. (h) If the domain of the
primary email address associated with the Account is owned by an organization and was
assigned to Subscriber as an employee, contractor or member of such organization, and that
organization wishes to establish a commercial relationship with DocuSign and add the Account
to such relationship, then, if Subscriber does not change the email address associated with the
Account, the Account may become subject to the commercial relationship between DocuSign
and such organization and controlled by such organization. 5. RESPONSIBILITY FOR
CONTENT OF COMMUNICATIONS As between Subscriber and DocuSign, Subscriber is
solely responsible for the nature and content of all materials, works, data, statements, and other
visual, graphical, video, and written or audible communications submitted by any Authorized
User or otherwise processed through its Account, the Subscription Service, or under any Service
Plan. Accordingly: (a) Subscriber will not use or permit the use of the Subscription Service to
send unsolicited mass mailings outside its organization. The term â€œunsolicited mass
mailingsâ€? includes all statutory or common definitions or understanding of those terms in the
applicable jurisdiction, such as those set forth for â€œCommercial Electronic Mail Messagesâ€?
under the U.S. CAN-SPAM Act, as an example only; and (b) Subscriber will not use or permit
the use of the Subscription Service: (i) to communicate any message or material that is
defamatory, harassing, libelous, threatening, or obscene; (ii) in a way that violates or infringes
upon the intellectual property rights or the privacy or publicity rights of any person or entity or
that may otherwise be unlawful or give rise to civil or criminal liability (other than contractual
liability of the parties under eContracts processed through the Subscription Service); (iii) in any
manner that is likely to damage, disable, overburden, or impair the System or the Subscription
Service or interfere with the use or enjoyment of the Subscription Service by others; or (iv) in
any way that constitutes or encourages conduct that could constitute a criminal offense.
DocuSign does not monitor the content processed through the Subscription Service, but in
accordance with DMCA (Digital Millennium Copyright Act) safe harbors, it may suspend any
use of the Subscription Service, or remove or disable any content that DocuSign reasonably and
in good faith believes violates this Agreement or applicable laws or regulations. DocuSign will
use commercially reasonable efforts to notify Subscriber prior to any such suspension or
disablement, unless DocuSign reasonably believes that: (A) it is prohibited from doing so under
applicable law or under legal process, such as court or government administrative agency
processes, orders, mandates, and the like; or (B) it is necessary to delay notice in order to prevent
imminent harm to the System, Subscription Service, or a third party. Under circumstances where
notice is delayed, DocuSign will provide the notice if and when the related restrictions in the
previous sentence no longer apply. 6. PRICING AND PER USE PURCHASES The prices,
features, and options of the Subscription Service available for an Account depend on the Service
Plan selected by Subscriber. Subscriber may also purchase optional services on a periodic or
per-use basis. DocuSign may add or change the prices, features or options available with a
Service Plan without notice. Subscriber's usage under a Service Plan is measured based on the
actual number of Seats as described in the Service Plan on the Site. Once a per-Seat Service Plan
is established, the right of the named Authorized User to access and use the Subscription Service
is not transferable; any additional or differently named Authorized Users must purchase per-Seat
Service Plans to send Envelopes. Extra seats, users and/or per use fees will be charged as set
forth in Subscriber's Service Plan if allowed by such Service Plan. If a Services Plan defines a
monthly Envelope Allowance (i.e. # Envelopes per month allowed to be sent), all Envelopes sent
in excess of the Envelope Allowance will incur a per-Envelope charge. Any unused Envelope
Allowances will expire and not carry over from one billing period to another under a Service
Plan. Subscriberâ€™s Account will be deemed to have consumed an Envelope at the time the
Envelope is sent by Subscriber, regardless of whether Envelopes were received by recipients, or
whether recipients have performed any actions upon any eContract in the Envelope. Powerforms
are considered Envelopes within an Envelope Allowance Service Plan, and will be deemed
consumed at the time they are â€œclickedâ€? by any end user regardless of whether or not any
actions are subsequently performed upon such Envelope. For Service Plans that specify the
Envelope Allowance is â€œUnlimited,â€? Subscriber is allowed to send a reasonable number of
Envelopes from the number of Seats purchased. If DocuSign suspects that the number of
Envelopes sent from a particular Seat or a group of Seats is abusive and/or unduly burdensome,
DocuSign will promptly notify Subscriber, discuss the use-case scenario with Subscriber and any
continued monitoring, additional discussions and/or information required to make a final
determination on the course of action based on such information. In the event Subscriber
exceeds, in DocuSignâ€™s sole discretion, reasonable use restrictions under a Service Plan,
DocuSign reserves the right to transfer Subscriber into a higher-tier Service Plan without notice.
If you misrepresent your eligibility for any Service Plan, you agree to pay us the additional
amount you would have been charged under the most favorable pricing structure for which you
are eligible. DocuSign may discontinue a Service Plan at any time, and with prior notice to you,
may migrate your Account to a similar Service Plan that may carry a different fee. You agree to
allow us to charge your credit card for the fees associated with a substitute Service Plan, even if
those fees are higher than those you agreed to when you registered your Account. Optional
asures, are measured at the time of use, and such charges are specific to the number of units of
the service(s) used during the billing period. Optional services subject to periodic charges, such
as additional secure storage, are charged on the same periodic basis as the Service Plan fees for
the Subscription Service. 7. SUBSCRIBER SUPPORT DocuSign will provide Subscriber
support to Subscriber as specified in the Service Plan selected by Subscriber, and that is further
detailed on DocuSignâ€™s website. 8. STORAGE DocuSign will store eContracts per the terms
of the Service Plan selected by Subscriber. For Service Plans that specify the Envelope storage
amount is â€œUnlimited,â€? DocuSign will store an amount of Envelopes that is not abusive
and/or unduly burdensome, in DocuSignâ€™s sole discretion. Subscriber may retrieve and store
copies of eContracts for storage outside of the System at any time during the Term of the Service
Plan when Subscriber is in good financial standing under these Terms and Conditions, and may
delete or purge eContracts from the System at its own discretion. DocuSign may, at its sole
discretion, delete an uncompleted eContract from the System immediately and without notice
upon earlier of: (i) expiration of the Envelope (where Subscriber has established an expiration
for such Envelope, not to exceed 365 days); or (ii) expiration of the Term. DocuSign assumes no
liability or responsibility for a party's failure or inability to electronically sign any eContract
within such a period of time. DocuSign may retain Transaction Data for as long as it has a
business purpose to do so. 9. BUSINESS AGREEMENT BENEFITS You may receive or be
eligible for certain pricing structures, discounts, features, promotions, and other benefits
(collectively, "Benefits") through a business or government Subscriber's agreement with us (a
"Business Agreement"). Any and all such Benefits are provided to you solely as a result of the
corresponding Business Agreement and such Benefits may be modified or terminated without
notice. If you use the Subscription Service where a business or government entity pays your
charges or is otherwise liable for the charges, you authorize us to share your account information
with that entity and/or its authorized agents. If you are enrolled in a Service Plan or receive
certain Benefits tied to a Business Agreement with us, but you are liable for your own charges,
then you authorize us to share enough account information with that entity and its authorized
agents to verify your continuing eligibility for those Benefits and the Service Plan. 10. FEES
AND PAYMENT TERMS The Service Plan rates, charges, and other conditions for use are set
forth in the Site. Subscriber will pay DocuSign the applicable charges for the Services Plan as set
forth on the Site. If you add more Authorized Users than the number of Seats you purchased, we
will add those Authorized Users to your Account and impose additional charges for such
additional Seats on an ongoing basis. Charges for pre-paid Service Plans will be billed to
Subscriber in advance. Charges for per use purchases and standard Service Plan charges will be
billed in arrears. When you register for an Account, you will be required to provide DocuSign
with accurate, complete, and current credit card information for a valid credit card that you are
authorized to use. You must promptly notify us of any change in your invoicing address or
changes related to the credit card used for payment. By completing your registration for the
Services Plan, you authorize DocuSign or its agent to bill your credit card the applicable Service
Plan charges, any and all applicable taxes, and any other charges you may incur in connection
with your use of the Subscription Service, all of which will be charged to your credit card. Each
time you use the Subscription Service, or allow or cause the Subscription Service to be used, you
reaffirm that we are authorized to charge your credit card. You may terminate your Account and
revoke your credit card authorization as set forth in the Term and Termination section of these
Terms and Conditions. We will provide you with one invoice in a format we choose, which may
change from time to time, for all Subscription Service associated with each Account and any
charges of a third party on whose behalf we bill. Payment of all charges is due and will be
charged to your credit card upon your receipt of an invoice. Billing cycle end dates may change
from time to time. When a billing cycle covers less than or more than a full month, we may make
reasonable adjustments and/or prorations. If your Account is a qualified business account and is
approved by us in writing for corporate billing, charges will be accumulated, identified by
Account identification number, and invoiced on a monthly basis. You agree that we may (at our
option) accumulate charges incurred during your monthly billing cycle and submit them as one
or more aggregate charges during or at the end of each cycle, and that we may delay obtaining
authorization from your credit card issuer until submission of the accumulated charge(s). This
means that accumulated charges may appear on the statement you receive from your credit card
issuer. If DocuSign does not receive payment from your credit card provider, you agree to pay
all amounts due upon demand. DocuSign reserves the right to correct any errors or mistakes that
it makes even if it has already requested or received payment. Your credit card issuer's
agreement governs your use of your credit card in connection with the Subscription Service, and
you must refer to such agreement (not these Terms and Conditions) with respect to your rights
and liabilities as a cardholder. You are solely responsible for any and all fees charged to your
credit card by the issuer, bank, or financial institution including, but not limited to, membership,
overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any
billing problems or discrepancies within 20 days after they first appear on your invoice. If you do
not bring them to our attention within 20 days, you agree that you waive your right to dispute
such problems or discrepancies. We may modify the price, content, or nature of the Subscription
Service and/or your Service Plan at any time. If we modify any of the foregoing terms, you may
cancel your use of the Subscription Service. We may provide notice of any such changes by
e-mail, notice to you upon log-in, or by publishing them on the Site. Your payment obligations
survive any termination of your use of the Subscription Service before the end of the billing
cycle. Any amount not paid when due will be subject to finance charges equal to 1.5% of the
unpaid balance per month or the highest rate permitted by applicable usury law, whichever is
less, determined and compounded daily from the date due until the date paid. Subscriber will
reimburse any costs or expenses (including, but not limited to, reasonable attorneysâ€™ fees)
incurred by DocuSign to collect any amount that is not paid when due. DocuSign may accept any
check or payment in any amount without prejudice to DocuSignâ€™s right to recover the
balance of the amount due or to pursue any other right or remedy. Amounts due to DocuSign
under these Terms and Conditions may not be withheld or offset by Subscriber for any reason
against amounts due or asserted to be due to Subscriber from DocuSign. Unless otherwise noted
and Conditions are denominated in United States dollars, and Subscriber will pay all such
amounts in United States dollars. Other than federal and state net income taxes imposed on
DocuSign by the United States, Subscriber will bear all taxes, duties, VAT and other
governmental charges (collectively, â€œtaxesâ€?) resulting from these Terms and Conditions or
transactions conducted in relation to these Terms and Conditions. Subscriber will pay any
additional taxes as are necessary to ensure that the net amounts received and retained by
DocuSign after all such taxes are paid are equal to the amounts that DocuSign would have been
entitled to in accordance with these Terms and Conditions as if the taxes did not exist. 11.
DEPOSITS, SERVICE LIMITS, CREDIT REPORTS, AND RETURN OF BALANCES You
authorize us to ask consumer reporting agencies or trade references to furnish us with
employment and credit information, and you consent to our rechecking and reporting personal
and/or business payment and credit history if, in our sole discretion, we so choose. If you believe
that we have reported inaccurate information about your account to a consumer reporting
agency, you may send a written notice describing the specific inaccuracy to the address provided
in the Notices section below. For you to use the Subscription Service, we may require a deposit
or set a service limit. The deposit will be held as a partial guarantee of payment. It cannot be
used by you to pay your invoice or delayed payment. Unless otherwise required by law, deposits
may be mixed with other funds and will not earn interest. We reserve the right to increase your
deposit if we deem appropriate. You may request that we reevaluate your deposit on an annual
basis, which may result in a partial or total refund of the deposit to you or credit to your account.
If you default or these Terms and Conditions are terminated, we may, without notice to you,
apply any deposit towards payment of any amounts you owe to us. After approximately 90 days
following termination of these Terms and Conditions, any remaining deposit or other credit
balance in excess of amounts owed will be returned without interest, unless otherwise required
by law, to you at your last known address. You agree that any amounts under $15 will not be
refunded to cover our costs of closing your account. If the deposit balance is undeliverable and
returned to us, we will hold it for you for one year from the date of return and, during that period,
we may charge a service fee against the deposit balance. You hereby grant us a security interest
in any deposit we require to secure the performance of your obligations under these Terms and
Conditions. 12. TERM AND TERMINATION The term of these Terms and Conditions for each
Account begins on the date you register for an Account and continues for the term specified by
the Service Plan you purchase (the â€œTermâ€?). You may terminate your Account at any time
upon 10 days advance written notice to DocuSign following the Notice procedures set forth in
these Terms and Conditions. Unless you terminate your Account or you set your Account to not
auto renew, your Service Plan will automatically renew at the end of its Term (each a
â€œRenewal Termâ€?), and you authorize us (without notice) to collect the then-applicable fee
and any taxes for the renewed Service Plan, using any credit card we have on record for you.
Service Plan fees and features may change over time. Your Service Plan for a Renewal Term
will be the one we choose as being closest to your Service Plan from the prior Term. For any
termination (including when you switch your Account), you will be responsible for payment of
all fees and charges through the end of the billing cycle in which termination occurs. If you
terminate your annual Service Plan Account within the first 30 days of the Term, you may
submit written request to DocuSign following the Notice procedures set forth in these Terms and
Conditions, for a full refund of the prepaid fees paid by you to DocuSign. You will be limited to
one refund. You agree that termination of an annual Service Plan after the first 30 days will not
entitle you to any refund of prepaid fees. You will be in default of these Terms and Conditions if
you: (a) fail to pay any amount owed to us or an affiliate of ours or any amount appearing on
your invoice; (b) have amounts still owing to us or an affiliate of ours from a prior account; (c)
breach any provision of these Terms and Conditions; (d) violate any policy applicable to the
Subscription Service; (e) are subject to any proceeding under the Bankruptcy Code or similar
laws; or (f) if, in our sole discretion, we believe that your continued use of the Subscription
Service presents a threat to the security of other users of the Subscription Service. If you are in
default, we may, without notice to you, suspend your Account and use of the Subscription
Service, withhold refunds and terminate your Account, in addition to all other remedies available
to us. We may require reactivation charges to reactivate your Account after termination or
suspension. The following provisions will survive the termination of these Terms and Conditions
and your Account: Sections 3, 9-11, and 15-23. 13. SUBSCRIBER WARRANTIES You hereby
represent and warrant to DocuSign that: (a) you have all requisite rights and authority to use the
Subscription Service under these Terms and Conditions and to grant all applicable rights herein;
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DocuSign Envelope ID: 440BD1E0-B238-4F7F-B81B-FBA84B6D20C9

Contract Abstract A Matter #:A-44485

Select from the Following:

Select from the Following:

Contract Purchase Agreement 6516822

Terms and Conditions

1. GOODS AND SERVICES CONTRACT

2.1. Duties and Responsibilities

2.3 Delivery and/or Installation.

Contract Purchase Agreement 6516822

3.1. Contract Term

4.1. Contract Value

4.2. Other Fees

4.3. Payment Methodology

4.5. Electronic Payment

4.6. Invoicing Requirements

Contract Purchase Agreement 6516822

4.7. Subcontractor/Subconsultant Payments

5.2. Lack of Funding

6.1. METRO's Nondiscrimination Policy

6.2. Nondiscrimination Requirement

Contract Purchase Agreement 6516822

6.4. Covenant of Nondiscrimination

6.5. Americans with Disabilities Act (ADA)

7.1. Proof of Insurance

7.2. Automobile Liability Insurance

7.3. General Liability Insurance

7.4. Worker's Compensation Insurance (if applicable)

7.5. Abuse and Molestation Insurance

Contract Purchase Agreement 6516822

7.6. Cyber Liability Insurance

7.7. Professional Liability Insurance

7.8. Such insurance shall:

7.9. Other Insurance Requirements

Contract Purchase Agreement 6516822

8. GENERAL TERMS AND CONDITONS

8.3. Software License

Contract Purchase Agreement 6516822

8.5. Information Ownership

8.6. Information Security Breach Notification

8.7. Virus Representation and Warranty

Contract Purchase Agreement 6516822

8.8. Copyright, Trademark, Service Mark, or Patent Infringement

Contract Purchase Agreement 6516822

8.11. METRO Property

Contract Purchase Agreement 6516822

8.12. Modification of Contract

8.13. Partnership/Joint Venture

8.16. Compliance with Laws

8.17. Iran Divestment Act

8.18. Taxes and Licensure

8.19. Ethical Standards

Contract Purchase Agreement 6516822

8.20. Indemnification and Hold Harmless

8.21. Attorney Fees

8.22. Assignment--Consent Required

Contract Purchase Agreement 6516822

[email protected] (preferred method) OR

8.23. Entire Contract

&2175$&725 Rite of Passage, Inc.

$WWHQWLRQ Rusty Alexander

$GGUHVV 2560 Business Parkway, Ste A; Minden, NV 89423

$WWHQWLRQ Rite of Passage, Inc.

$GGUHVV 1585 Mallory Lane, Ste 104; Brentwood, TN 37027-3036