DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Solicitation Title:
Contract Summary:

Contract Number:

Solicitation Number:

Contracting Firm:
Address 1:

Contract Includes:

Address 2:
City:

MBE WBE SBE SDV
State:

Zip:

Contact:

Email Address:

Phone #:

E1#:

Contract Type:

Contract Life’s
Est. Value:

Solicitation Method:
Contract Start Date:

DBE#

End Date:

Fund:

Purchasing Staff:

BU #:

BAO Staff:
Summary of Competing Offerors

Score (RFP only)

Cost

Status

Notes:
* Invitations to Bid (ITB) are awarded the lowest cost bidder, meeting specifications and scheduled delivery requirements. Awards are modified only
by small business and/or Service disabled veteran owned business inclusion as required by Code.
**Requests for Proposals (RFP) are awarded to the offeror with the highest total score for the predetermined and weighted evaluation criteria. Cost
is only one of several evaluation criteria.
+
Sole Source awards are made where there is only one source or brand that can provide the commodity or service. Examples would include
proprietary or OEM replacement parts..
++
Emergency Purchases are purchases to address immediate health, safety, or general welfare needs for the public.
#
DBE designated firms are reported for some state funded and all federally funded projects.

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

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 CCA of TN, LLC ("CONTRACTOR") located at 10 Burton Hills Blvd, Nashville, TN
37215. This contract consists of the following documents:
•

Any properly executed contract amendment (most recent with first priority),

•

This document and affidavit(s), including the following:

•

•
•
•

Exhibit A (Business Associate Agreement)
Exhibit B (Budget and Cost Spreadsheet)
Exhibit C (Facility Asset List)
The solicitation documentation (made a part of this contract by reference) (RFQ #626873),

•

Purchase orders (and PO Changes),

•

CONTRACTOR's response to solicitation,

•
Procurement Nondiscrimination 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 provide the goods and services defined in the solicitation per the terms and conditions
identified in the solicitation.
An Indefinite Delivery/ Indefinite Quantity (ID/IQ) Contract for Correctional Facility Management Services for
Davidson County Sheriff's Office (DCSO) using the budget and cost information shown in Exhibit B.

2.2. 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.

3. CONTRACT TERM

Page 1 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

3.1. Contract Term
The term of this contract will begin on the date this contract is approved by all required parties and filed in the office
of the Metropolitan Clerk. The initial contract term will end sixty (60) months from the beginning date.

3.2. COMPENSATION
3.2.1. Contract Value
This contract has an estimated value of $100,000,000.00. The pricing details shown in Exhibit A and submitted as
part of the solicitation offer are made a part of this contract by reference. CONTRACTOR shall be paid as work is
completed and METRO is accordingly, invoiced in the format and as scheduled by the department.

3.2.2. 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.

3.2.3. Escalation/De-escalation
This contractor is not eligible for annual escalation/de-escalation adjustments.
3.2.4. Electronic Payment
All payments shall be effectuated by ACH (Automated Clearing House).
4. TERMINATION
4.1. Breach
The following shall constitute an Event of Default on the part of Metro:
•

Non-Payment. Failure by Metro to make payments to Contractor under this Contract within thirty (30)
days after such payment is due, except for such payments as may be the subject of a valid dispute between
the parties and said dispute is being actively negotiated or attempted to be resolved.

•

Other Material Breach. Except for the obligation to make payments to Contractor, the persistent or
repeated failure or refusal by Metro to substantially fulfill obligations under this Contract, unless justified
by Force Majeure or unless excused by Contract or by Contractor's default.

4.2. Notice

Page 2 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
No breach of this Contract on the part of Metro shall constitute an Event of Default and no action with regard to
same may be instituted unless and until the Contractor specifies in writing that a default or defaults exist(s) which,
unless corrected or timely cured, will constitute a material breach of this Contract on the part of Metro.

4.3. Contractor Default
An Event of Default on the part of Contractor is a material breach, which is the persistent failure or refusal by
Contractor to substantially fulfill any of its obligations under this Contract, unless justified by Force Majeure or
unless excused by default of Metro.
4.4. Time to Cure
If any material breach of this Contract by either party remains uncured more than thirty (30) days after written notice
thereof by the party asserting the breach to the party against which the breach is asserted, such condition shall be an
Event of Default. If the breach cannot be cured within thirty (30) days after notice and such breach can be cured
through an on-going effort on the part of the breaching party, the breaching party may, within the thirty (30) day
period following the notice of the breach, submit a plan for curing the breach within a reasonable period of time, not
to exceed six (6) months, unless extended by the non-breaching party. If the plan is approved by the non-breaching
party, and such approval is not to be unreasonably withheld, the non-breaching party will not pursue remedies
hereunder as long as the breaching party timely undertakes to cure the breach in accordance with the approved plan.

4.5. Remedy
pon the occurrence of an Event of Default either party shall have the right to pursue any remedy it may have at law
or in equity, including but not limited to: (a) reducing its claim to judgment, (b) taking action to cure the Event of
Default, and (c) termination of the Contract.

4.6. Termination for Default
Metro may terminate this Contract for cause immediately whenever Metro determines that the Contractor has failed
to perform its contractual duties and responsibilities in a timely and proper manner and such material breach is not
subject to the cure provisions set out in Section 4.4 of the Contract because Contractor cannot cure said breach in
sufficient time to prevent serious harm to the inmates, staff or the public. Metro may also terminate this Contract for
cause whenever Metro determines that the Contractor has failed to perform its contractual duties and responsibilities
in a timely and proper manner and, having allowed Contractor to attempt to cure its material breach.
Either termination shall be referred to herein as a "Termination for Default". Metro shall withhold payments in
excess of fair compensation for work completed, and shall require the Contractor to repay to Metro any funds
expended in contravention of the Contract. If, after notice of termination for default, it is determined by Metro or a
court that the Contractor was not in default or that the Contractor's failure to perform or make progress in
performance was due to causes beyond the control and without the error or negligence of the Contractor or any
subcontractor, the notice of termination shall be deemed to have been issued as a termination for the convenience of
Metro, and the rights and obligations of the parties shall govern accordingly.
In the event of termination for default as provided by this paragraph, Metro may procure, upon such terms and in

Page 3 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
such manner as Metro shall deem appropriate, supplies or services similar to those terminated, and the Contractor
shall be liable to Metro for any excess costs for such similar supplies or services. In addition, the Contractor shall be
liable to Metro for Administrative costs or other damages incurred by Metro in procuring such similar supplies or
services.
The rights and remedies of Metro provided in this paragraph shall not be exclusive and are in addition to any other
rights and remedies provided by law or under the Contract. The Contractor shall not be relieved of its liability to
Metro for damages sustained by virtue of breach of the Contract.

4.7. Termination for Convenience
Metro may terminate this Contract for convenience without cause by giving written notice to the Contractor, at least
90 days before the effective date of such termination, if for any reason Metro determines that such termination is in
the best interest of Metro.
In the event of termination of this Contract for convenience, the Contractor shall be entitled to receive, and shall be
limited to, just and equitable compensation for any satisfactory authorized work completed as of the termination
date. Such compensation may include reasonable start-up costs.

4.8. Termination for Contractor Bankruptcy
In the event of the filing of a petition for bankruptcy by or against Contractor or a principal subcontractor, the
Contractor shall immediately so advise Metro. The Contractor shall assure that all tasks related to the Contractor or
subcontractors are performed in accordance with terms of this Contract. In the event of the filing of a petition in
bankruptcy by or against the Contractor, Metro shall have the right to terminate this Contract upon the same terms
and conditions as a termination for default.

4.9. Termination for Unavailability of Funds
In the event that local or state funds for this Contract become unavailable, Metro shall have the right to terminate the
Contract without penalty. Availability of funds shall be determined at the sole discretion of Metro.

4.10. Termination for Destruction/Damage
In the event that the facility is damaged by fire or other casualty and as a result of the damage any threat is posed to
the safety, health or security of the Prisoners, staff and/or the public, Metro shall have the right to terminate the
Contract without penalty.

4.11. Termination Procedure
Upon delivery by certified mail to the Contractor of a Notice of Termination specifying the nature of the
termination, the extent to which performance of work under the Contract is terminated, and the date upon which
such termination becomes effective, the Contractor shall:

Page 4 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

•

Stop work under the Contract on the date and to the extent specified in the Notice of Termination and, if
requested, permit Metro to assume physical custody and control over the facility and Prisoners.

•

Place no further orders for materials, services or facilities, except as may be necessary for completion of
such portion of the work under this Contract as is not terminated.

•

Terminate all orders to the extent that they relate to the performance of work terminated by the Notice of
Termination.

•

Assign to Metro in the manner and to the extent directed by Metro all of the right, title and interest of the
Contractor under the orders so terminated, in which case Metro shall have the right, at its discretion, to
settle or pay any or all claims arising out of the termination of such orders.

•

With the approval or ratification of Metro, settle all outstanding liabilities and all claims arising out of such
termination of orders, the cost of which would be reimbursable in whole or in part under the provisions of
this Contract.

•

Transfer title to Metro (to the extent that title has not already been transferred) and deliver in the manner, at
the times and extents directed by Metro, all Prisoner files, fiscal records, and any other documentation or
records in any form that Metro deems necessary to continue operation of the facility and/or that relate to
work terminated by the Notice of Termination.
Continue the performance of such parts of the work as shall not have been terminated by the notice of
Termination.

•
•

Take such action as Metro may direct for the protection, preservation and/or return of the property related
to this Contract which is in the possession of the Contractor and in which Metro has or may acquire an
interest.

Contractor shall proceed immediately with the performance of the above obligations notwithstanding any delay in
determining or adjusting the amount of any item of reimbursable price under this Contract.

4.12. Repair or Replacement
At the conclusion or termination of this Contract, Metro may deduct from moneys owed the Contractor or otherwise
obtain from Contractor sums sufficient to reimburse Metro for the repair or replacement of any equipment or
perishables as set forth in the solicitation which is in need of repair, normal wear and tear excepted, or is missing.

4.13. Waiver
No waiver of any breach of any of the terms or conditions of this Contract shall be held to be a waiver of any other
or subsequent breach; nor shall any waiver be valid or binding unless the same shall be in writing and signed by the
party alleged to have granted the waiver.

Page 5 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

5. NONDISCRIMINATION
5.1. Metro's Nondiscrimination Policy
It is the policy of the METRO not to discriminate on the basis of age, race, sex, color, national origin, sexual
orientation, gender identity, or disability in its hiring and employment practices, or in admission to, access to, or
operation of its programs, services, and activities.

5.2. 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 handicap and/or disability, age, race, color, religion, sex, national origin, or any other
classification protected by federal or Tennessee State Constitutional or statutory law; nor shall they be excluded
from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of
contracts with METRO or in the employment practices of METRO's CONTRACTORs. CONTRACTOR certifies
and warrants that it will comply with this nondiscrimination requirement. Accordingly, all Proposers entering
into contracts with METRO shall, upon request, be required to show proof of such nondiscrimination and to post in
conspicuous places that are available to all employees and applicants, notices of nondiscrimination.

5.3. Procurement Nondiscrimination Program Requirement
The consideration and contact of minority-owned and/or woman-owned business enterprises ("MWBE") is required
for a responsive offer to any solicitation. The provision of the following items shall be part of each individual
solicitation response:

5.4. Covenant of Nondiscrimination
Your firm has committed to the Covenant of Nondiscrimination when registering with METRO to do business. To
review this document, go to Nashville.gov and visit the Procurement or Business Assistance web pages (it is NOT
necessary to resubmit this with each bid/proposal/contract).

5.5. Statement of Interested, Notified, Bid Amount, and Successful MWBEs Selected
CONTRACTOR must provide the provided form indicating that CONTRACTOR has delivered written notice to at
least three (3) available MWBEs if use of MWBEs is reasonable and if the Business Assistance Office can provide
at least three (3) MWBEs for the applicable category. The interested, notified, successful and unsuccessful bid prices
are one of several responses required on the form.

5.6. Letter of Intent to Perform as a Subcontractor/Joint Venture
In the event that CONTRACTOR proposes to use subcontractors, sub-consultants, suppliers and/or joint ventures, a
letter of intent signed by the contractor, subcontractor, sub-consultant, supplier, and/or joint venturer must be
submitted to METRO by the end of the second business day following issuance of the intent to award letter. Only

Page 6 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
subcontractors listed in the submittal for each individual solicitation offer may be employed for that work.
Substitute subcontractors may only be used with prior notice and written approval from METRO and the Business
Assistance Office ("BAO")."

5.7. Registration and Certification
To be considered for the purpose of being responsive, the subcontractor, subconsultant, supplier and/or joint
venturer must be registered online with METRO by the individual solicitation due date.

5.8. Americans with Disabilities Act (ADA)
CONTRACTOR assures METRO that all services provided through this Contract shall be completed in full
compliance with the Americans with Disabilities Act ("ADA") 2010 ADA Standards for Accessible Design, enacted
by law March 15, 2012, as has been adopted by METRO. 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.

6. INSURANCE
6.1. 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, the types and amounts of
insurance identified below by a checked box. Proof of insurance shall be required naming METRO as additional
insured and identifying the Purchase Order on the Acord document.

6.2. Professional Liability Insurance
Physicians and psychologists can carry individual medical professional liability policies in the amount of
$1,000,000.00 / $3,000,000.00.

6.3. General Liability Insurance
In the amount of one million ($1,000,000.00) dollars

6.4. Automobile Liability Insurance
In the amount of one million ($1,000,000.00) dollars (if vendor will be making on-site deliveries)

6.5. Worker's Compensation Insurance

Page 7 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
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).

6.6. 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 the 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 agreement, CONTRACTOR's insurance coverage shall be primary insurance as
respects METRO, its officers, officials, employees, and volunteers. Any insurance or self-insurance programs
covering METRO, its officials, officers, employees, and volunteers shall be excess of CONTRACTOR's insurance
and shall not contribute with it.
Automotive Liability Insurance including vehicles owned, hired, and 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.
Worker's Compensation (If applicable), CONTRACTOR shall maintain workers' compensation insurance 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.

6.7. 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:
DEPARTMENT OF LAW
INSURANCE AND RISK MANAGEMENT
METROPOLITAN COURTHOUSE, SUITE 108
PO 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 and attach the certificates of
insurance in the METRO system. Failure to maintain or renew coverage or to provide evidence of renewal may be
treated by METRO as a material breach of contract.
Place such insurance with 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

Page 8 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
Management Services.
Require all subcontractors to maintain during the term of the agreement 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 file subcontractor's certificates of insurance in METRO's system.
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 the 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.

7. BONDS
7.1. Performance Bonds
Contractor shall provide Metro with a performance bond in the amount of One Million Five Hundred Thousand
Dollars ($1,500,000.00). Said performance bond shall be in force for the operational years of this Contract. Should
Metro terminate this Contract for cause, Contractor shall continue to fully provide the services required under this
Contract pending final termination. Notwithstanding this provision, Contractor shall not be relieved of any liability
to Metro for damages sustained by virtue of any breach of this Contract by Contractor.
7.2. Dishonesty Bond
Contractor shall provide an employee dishonety bond, acceptable to Metro's Director of Insurance, in the amount of
$50,000.00, for all of its employees maintaining Prisoners' trust accounts.
8. GENERAL TERMS AND CONDITIONS
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
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.

Page 9 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

8.3. License
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 the CONTRACTORs response to the solicitation.
8.4. 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
Procure for METRO the right to continue using the products or services.
Replace
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
Remove the products or discontinue the services and cancel any future charges pertaining thereto.
Provide
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.

8.5. Record Maintenance

Page 10 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
The Contractor shall maintain documentation for all charges against Metro under this Contract. The books, records,
and documents of the Contractor insofar as they relate to work performed or money received under this Contract,
shall be maintained for a period of three full years from the date of the final payment under this Contract or any
extension to it, and shall be subject to audit, at any reasonable time and upon reasonable notice by Metro or the
Comptroller of the Treasury or their duly appointed representatives. The records shall be maintained in accordance
with generally accepted accounting principles and at no less than those recommended in the Accounting Manual for
Recipients of Grant Funds in Tennessee, published by the Comptroller of the Treasury, State of Tennessee.

8.6. Monitoring
CONTRACTOR agrees to make available upon request of the State or METRO or persons designated by them all
records, reports, worksheets or other material related to this Contract for audit purposes. The CONTRACTOR's
activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation
by METRO, the Department of Finance, the Division of Internal Audit, or their duly appointed representatives.

8.7. 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 the contract. All goods, documents, records, and other work product and
property produced during the performance of this contract are deemed to be METRO property. All documents
which make up this Contract; all other documents furnished by METRO; all conceptual drawings, design
documents, closeout documents, and other submittals by CONTRACTOR; and, all other original works of
authorship, whether created by METRO or CONTRACTOR embodied in any tangible medium of expression,
including, without limitation, pictorial, graphic, sculptural works, two (2) dimensional works, and three (3)
dimensional works.
The CONTRACTOR may keep one (1) copy of the aforementioned documents upon completion of the contract;
provided, however, that in no event shall the CONTRACTOR use, or permit to be used, any portion of the
documents on other projects without METRO's prior written authorization.

8.8. Modification of Contract
This contract may be modified only by written amendment executed by all parties and their signatories hereto. All
amendments, where required, shall be executed in conformance with section 4.24.020 of the Metropolitan Code of
Laws. Significant amendments to this Contract will require approval by the State of Tennessee. Metro shall file all
proposed amendments with the State of Tennessee to determine whether the proposed amendment is significant. The
State of Tennessee shall have ten (10) days to respond as to whether the State of Tennessee considers the
amendment significant. Failure of the State of Tennessee to respond to Metro within ten (10) days of receipt of the
proposed amendment shall mean that the State of Tennessee considers the proposed amendment insignificant.

8.9. 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

Page 11 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
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.

8.10. 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.

8.11. 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.

8.12. Compliance with Laws
CONTRACTOR agrees to comply with all applicable federal, state and local laws and regulations.

8.13. 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.

8.14. Ethical Standards
CONTRACTOR hereby represents that CONTRACTOR has not been retained or retained any persons to solicit or
secure a METRO contract upon an agreement or understanding for a contingent commission, percentage, or
brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for
the purpose of securing business. Breach of the provisions of this paragraph is, in addition to a breach of this
contract, a breach of ethical standards, which may result in civil or criminal sanction and/or debarment or suspension
from being a contractor or subcontractor under METRO contracts.

8.15. Indemnification and Hold Harmless
The CONTRACTOR shall protect, defend, indemnify, save and hold harmless METRO, all Metro Departments,
agencies, boards and commissions, its officers, agents, servants and employees, including volunteers, from and
against any and all claims, demands, expenses and liability arising out of acts or omissions of the CONTRACTOR,
its agents, servants, subcontractors and employees and any and all costs, expenses and attorney's fees incurred as a
result of any such claim, demand or cause of action including, but not limited to, matters arising from:

Page 12 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

•

Any breach or default on the part of CONTRACTOR in the performance of this Contract;

•

Any claims or losses for services rendered by CONTRACTOR, or by any subcontractor or other person or
firm performing or supplying services, materials or supplies in connection with the performance of this
Contract;

•

Any claims or losses to any person injured or property damaged from the acts or omissions of
CONTRACTOR, its officers, agents, or employees in the performance of this Contract;

•

Any claims or losses by any person arising from exposure to HIV or AIDS in connection with
CONTRACTOR's performance of this Contract;

•

Any claims or losses by any person or firm injured or damaged by CONTRACTOR, its officers, agents, or
employees by the publication, translation, reproduction, delivery, performance, use, or disposition of any
data processed under this Contract in a manner not authorized by this Contract, or by federal, state, or local
statutes or regulations; and

•

Any failure of CONTRACTOR, its officers, agents, or employees to observe the laws of the United States
and the State of Tennessee, including but not limited to labor laws and minimum wage laws.

This indemnification provision shall not be applicable to injury, death or damage to property arising out of the sole
negligence or sole willful misconduct of METRO, its officers, agents, servants or independent Contractors (other
than CONTRACTOR) who are directly responsible to METRO. CONTRACTOR shall not waive, release or
otherwise forfeit any possible defense Metro may have regarding claims arising from or made in connection with the
operation of the facility by CONTRACTOR without the consent of METRO. CONTRACTOR shall preserve all
such available defenses and cooperate with METRO to make such defenses available to the maximum extent
allowed by law.
In case any action or proceeding is brought against METRO by reason of any such claim, CONTRACTOR, upon
notice from METRO, shall defend against such action by counsel satisfactory to Metro, unless such action or
proceeding is defended against by counsel provided or retained by any carrier of liability insurance provided for
herein.

8.16. Defense/Immunity
By entering into this Contract, neither Metro nor the Contractor waives any immunity or defenses which may be
extended to either of them by operation of law, including limitations on the amount of damages which may be
awarded or paid.
8.17. Notice of Claims
Within ten (10) working days after receipt of summons or petition in any action against Metro or Contractor, or
within ten (10) working days of receipt of notice of claim, Metro or Contractor shall notify Contractor or Metro in
writing of the commencement thereof. In the event that either party receives notice that any of its officers, agents or

Page 13 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
employees have been sued or otherwise presented with notice of a claim that arises in connection with this Contract,
notice shall be given to the other party in writing within ten (10) working days.

8.18. Attorney Fees.
CONTRACTOR agrees that in the event either party takes legal action to enforce any provision of the 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 expenses of such action incurred at any and all stages of the litigation, including costs, and reasonable
attorney fees for METRO.
8.19. 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.
NOTICE OF ASSIGNMENT OF ANY RIGHTS TO MONEY DUE TO CONTRACTOR UNDER THIS
CONTRACT MUST BE SENT TO THE ATTENTION OF:
METRO'S CHIEF ACCOUNTANT
DIVISION OF ACCOUNTS
DEPARTMENT OF FINANCE
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.

8.20. 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.

8.21. 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.

8.22. Governing Law

Page 14 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
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 the CONTRACTOR may provide.
8.23. Venue
The resulting contract shall be interpreted by the laws of the State of Tennessee. Davidson County, Tennessee shall
be the venue in the event any action is filed to enforce or interpret provisions of this Contract.

8.24. 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.

8.25. Financial Strength
The Contractor shall, prior to signing this Contract, file with Metro a financial statement showing net stockholder
equity, calculated according to generally accepted accounting principles consistently applied, of not less than five
million dollars ($5,000,000). Contractor shall affirm that there has been no occurrence since the date of its last
audited financial statement materially affecting the ability of Contractor to perform its obligations under this
Contract.
On or before April 1 of each year during the term of this Contract, Contractor shall provide Metro with a copy of its
previous fiscal year's audited annual financial statements. Contractor shall also provide Metro quarterly financial
statements, reviewed by a nationally recognized and reputable independent certified public accounting firm. These
quarterly financial statements shall be reasonably acceptable to Metro's Director of Finance that Contractor can
perform its obligations under the Contract.
8.26. Publication
The Contractor shall not publish any finding based upon data obtained from the operation of the resulting contract
without the prior written consent of the Sheriff's Office. This shall not prohibit Contractor from publishing or
reporting information without Metro's consent as may be required to comply with any law or regulation.

8.27. Sovereign Immunity
The sovereign immunity of Metro shall not apply to the Contractor nor any subcontractor, agent, employee or
insurer of the Contractor. Neither Contractor nor any subcontractor, agent, employee or insurer of the Contractor
may plead the defense of sovereign immunity in any action arising out of the performance of or failure to perform
any responsibility or duty under this Contract.

8.28. Counterparts

Page 15 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0
The resulting contract may be executed in multiple counterpart, each of which shall be deemed to be an original and
all of which shall constitute one Contract, notwithstanding that all parties are not signatories to the original or the
same counterpart, or that signature pages form different counterpart are combined, and the signature of any party to
any counterpart shall be deemed to be a signature also and may be appended to any other counterpart.

8.29. Interpretation
The headings contained in the Contract are for reference purposes only and shall not affect the meaning or
interpretation of this Contract.

8.30. Terminology
All personal pronouns used in the Contract, whether used in the masculine, feminine, or neuter gender, shall include
all other genders; the singular shall include the plural and plural shall include the singular.

8.31. Release
Contractor and Metro, upon final payment of the amount due under this Contract, releases each other and their
officers and employees, from all liabilities, claims and obligations whatsoever arising from or under this Contract,
except as set forth in Section 4 (Termination) of this Contract.

8.32. Prior Agreements
The resulting contract and its appendices incorporates all the agreements, covenants and understandings between the
parties hereto concerning the subject matter hereof. No prior agreement or understandings, verbal or otherwise, of
the parties or their agents shall be valid or enforceable unless embodied in this Contract.
8.33. Subcontracting
The Contractor may, upon notice of Metro, assign the proceeds of this Contract. Except as set forth in its Offer, the
Contractor shall not subcontract without the consent, guidance and prior express written approval of Metro. In the
event that approval is granted, the Contractor shall guarantee that the subcontractor will comply with all the
provisions of this Contract. Metro shall be provided with copies of all contracts with sub-contractors upon request.

8.34. Gratuities and Kickbacks
It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former
employee, or for any employee or former employee to solicit, demand, accept or agree to accept from another
person, a gratuity or an offer of employment in connection with any decision, approval, disapproval,
recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of
any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory
capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular
matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal
therefore.

Page 16 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Purchase Agreement 355078,
0

8.35. Kickback
It shall be a breach of ethical standards for any payment, gratuity or offer of employment to be made by or on behalf
of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated
therewith, as an inducement for the award of a subcontract or order.
8.36. Prohibition Against Contingent Fees
It shall be a breach of ethical standards for a person to be retained, or to retain a person to solicit or secure a
metropolitan government contract upon an agreement or understanding for a contingent commission, percentage, or
brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for
the purpose of security business.
[BALANCE OF PAGE IS INTENTIONALLY LEFT BLANK]

Page 17 of 17

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract Number _______________

Notices and Designation of Agent for Service of Process
All notices to METRO shall be mailed or hand delivered to:
PURCHASING AGENT
PROCUREMENT DIVISION
DEPARTMENT OF FINANCE
PO BOX 196300
NASHVILLE, TN 37219-6300

Notices to CONTRACTOR shall be mailed or hand delivered to:
CONTRACTOR:
Attention:
Address:
Telephone:
Fax:
E-mail:

CONTRACTOR designates the following as the CONTRACTOR's agent for service of process and will waive any
objection to service of process if process is served upon this agent:
Designated Agent:
Attention:
Address:

[SPACE INTENTIONALLY LEFT BLANK]

Contract Notice and Agent Page

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

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
NASHVILLE AND DAVIDSON COUNTY

CONTRACTOR

APPROVED AS TO PROJECT SCOPE:
_____________________________________ ________

______________________________________________

Dept. / Agency / Comm. Head or Board Chair.

Company Name

Dept. Fin.

APPROVED AS TO COMPLIANCE WITH
PROCUREMENT CODE:

______________________________________________
Signature of Company’s Contracting Officer

_____________________________________ ________

______________________________________________

Purchasing Agent

Officer’s Name

Purchasing

______________________________________________
APPROVED AS TO AVAILABILITY OF FUNDS:

Officer’s Title

___________________________ ________ ________
Director of Finance

OMB

BA

APPROVED AS TO FORM AND LEGALITY:
_____________________________________ ________
Metropolitan Attorney

Insurance

FILED BY THE METROPOLITAN CLERK:
_____________________________________ ________
Metropolitan Clerk

Date

Contract Signature Page

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Contract: 355078
EXHIBIT “A”
BUSINESS ASSOCIATE AGREEMENT

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 contracted firm.

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.

Business Associate Agreement

Page 1 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

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.

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

Business Associate Agreement

Page 2 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

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 for the purpose for which it was disclosed to the recipient, and notify
Business Associate immediately of any instances of which it is aware in which the
confidentiality of the PHI has been breached.
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
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.

Business Associate Agreement

Page 3 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

(ii)

Business Associate shall cooperate with Metro in investigating the 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 and any associated
mitigation costs incurred by Metro, such as credit monitoring, if Metro determines
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

Business Associate Agreement

Page 4 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

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

Business Associate shall comply with the

(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 nonpermitted 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.

Business Associate Agreement

Page 5 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

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 as of the date it is filed with 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.

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 the
time specified by Metro. 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
Business Associate Agreement

Page 6 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

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 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.

Business Associate Agreement

Page 7 of 7

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

EXHIBIT B: Budget and Cost Spreadsheet
Budget Breakdown
Salaries & Wages
Longevity
Overtime

$
$
$

Fringe Benefits

Year 1
9,310,822
1,598,063

$
$
$

Year 2
9,563,455
1,641,424

$
$
$

Year 3
9,849,402
1,690,503

$
$
$

Year 4
10,144,884
1,741,218

$
$
$

Year 5
10,477,859
1,798,368

$

2,580,657

$

2,650,679

$

2,729,934

$

2,811,832

$

2,904,122

Payroll Expenditures $

13,489,542

$

13,855,558

$

14,269,839

$

14,697,934

$

15,180,348

$
$
$
$
$
$

70,556
8,629
849,011
37,217
279,478
3,069
$294,387
143,625.65
11,245
4,818,067
7,779

$
$
$
$
$
$
$
$
$
$
$
$

72,470.10
8,863
872,048
38,227
287,061
3,152
302,375
147,523
11,550
4,948,797
7,990

$
$
$
$
$
$
$
$
$
$
$
$

74,637
9,128
898,122
39,370
295,644
3,246
311,416
151,934
11,895
5,096,766
8,229

$
$
$
$
$
$
$
$
$
$
$
$

76,876
9,402
925,066
40,551
304,514
3,344
320,758
156,492
12,252
5,249,669
8,476

$
$
$
$
$
$
$
$
$
$
$
$

79,399
9,711
955,428
41,882
314,508
3,454
331,286
161,628
12,654
5,421,973
8,754

Travel
Printing & Duplication
Utilities & Fuel
Communications
Maintenance & Repairs
Prof. Svcs. & Dues
Supplies & Materials
Rentals & Insurance
Motor Vehicle Oper.
Miscellaneous
Items for Resale
Equipment

$
$
$
$
$

Fees & Profit

$

1,255,021

$

1,289,074

$

1,327,617

$

1,367,446

$

1,412,328

Other Expenditures $

7,778,085

$

7,989,130

$

8,228,005

$

8,474,845

$

8,753,006

$

21,267,627

$

21,844,688

$

22,497,844

$

23,172,779

$

23,933,354

TOTAL EXPENDITURES

Budget Breakdown
Year 1
TOTAL EXPENDITURES

$

÷ INMATE POPULATION
÷ DAYS (1)

Year 2

21,267,627

$

Year 3

21,844,688

$

Year 4

22,497,844

$

Year 5

23,172,779

$

23,933,354

1041

1041

1041

1041

1041

366

365

365

365

366

INMATE PER DIEM COST - MALES (2)

$

54.97

Differential Decrease for Males

$

(1.50) $

Differential Increase for Females

$

SBE/SDV Amount not Self Performed
SBE/SDV Amount Self Performed
Total SBE/SDV Amount
SBE/SDV Percentage not Self Performed
SBE/SDV Percentage Self Performed
Total SBE/SDV Percentage

Estimated Annual
$            727,275.00
$
‐ 
$            727,275.00
3.23%
0.00%
3.23%

7.25

$

$

56.62

$

(1.55) $
7.47

$

58.32

$

(1.60) $
7.69

$

60.07

$

(1.65) $
7.92

$

Over 5‐year Contract
$       3,636,375.00
$
 ‐
$       3,636,375.00
3.23%
0.00%
3.23%

Footnotes:
(1) Year 1 and Option Year 5 are assumed to be leap years with 366 days.
(2) The quoted inmate per diem cost is for male inmates only. Assuming 919 male and 122 female inmates, the blended inmate per
diem cost for Year 1 is $55.82, which equates to $54.97 per male inmate and $62.22 per female inmate.

61.87
(1.70)
8.16

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Corrections Corp. of America
Asset Balances
FACILITY ASSET VERIFICATION - JP
As of 9/30/2014
Description
CAGING
VAN 2009 FORD E350
HOSPITAL BED/AIR MATTRESS
20 INCH ENTRY/EXIT TABLE
40 INCH ENTRY/EXIT TABLE
HI-SCAN 5030SI PORTABLE X-R
PRINTER HP P4014N LASERJET
BURNISHER W/PAD 20IN HI SPD
FLOOR POLISHER W/PAD 20IN
PRINTER HP CP3525N LASERJET
COMPUTER HP 4510S LAPTOP
PROJECTOR 2000 LUMEN XGA
FILE CABINET 5 DRAWER LATER
SCANNER FUJITSU FI 6130
TRANSPORT STRETCHER
CAMERA PIXIELINK W/TRIPOD
PC CART WALKAROO III W/BASK
PRINTER HP P4014N LASERJET
PROCURVE SWITCH HP 2610-48P
SCANNER FUJITSU FI 6130
COMPUTER HP 8530P LAPTOP
REVOLVER SMITH & WESSON 64
STRETCHER TRANSPORT 5050
FILE CABINET 4 DWR LATERAL
FAX MACHINE BROTHER 4750E
BURNISHER 20IN HI SPD
SEWING MACHINE CONSEW CN736
FORD E250 CARGO VAN W/C LIF
SHELVING UNIT - TUBULAR

Serial Number

1FTSS34L19DA21776

80633
CNDX127255

CNU93359DM
R2V092601866
126439
026648-1-1-1

JPDF018921

2CE947H2CK
DAK2827

Page 1 of 3

Asset Number
66270
66269
66595
66917
66918
66916
66913
67475
67476
67474
67778
67779
69976
69975
68278
70309
70308
70307
70227
70306
70358
70390
70455
70508
70903
71031
71030
71618
71803

Date Acquired
3/1/2009
3/1/2009
5/1/2009
6/1/2009
6/1/2009
6/1/2009
6/1/2009
9/1/2009
9/1/2009
9/1/2009
10/1/2009
10/1/2009
12/1/2009
12/1/2009
12/1/2009
1/1/2010
1/1/2010
1/1/2010
1/1/2010
1/1/2010
2/1/2010
2/1/2010
2/1/2010
3/1/2010
4/1/2010
5/1/2010
5/1/2010
8/1/2010
9/1/2010

Current Quantity
1
1
1
1
1
1
1
3
1
1
1
1
5
1
1
1
3
3
2
2
5
4
1
1
1
1
1
1
1

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Exhibit C - Facility Asset List
Corrections Corp. of America
Asset Balances
FACILITY ASSET VERIFICATION - JP
As of 9/30/2014

Description
CAR 2011 FORD TAURUS
BURNISHER HI SPD POLISHER
DRAIN CLEAN MACHINE TYPICAL
FLOOR POLISHER DUAL SPD
PARCEL SCANNER 6040DS
SERVER HP PROLIANT ML350
TABLE ENTRY/EXIT 40IN
RADIO PORTABLE XPR6380
FLOOR POLISHER DUAL SPD
REFRIGERATOR/FREEZER-MEDICA
VEST BALLISTIC THREAT IIIA
VEST THRUSTGUARD 3X-5X
VEST THRUSTGUARD S-2X
PROJECTOR VIEWSONIC DLP 270
WHEELCHAIR DUROTRAC 2207PHD
DIGITAL SIGNAGE AVI SYSTEM
VEST BALLISTIC THREAT IIIA
MOWER HUSTLER X-ONE 26HP
SCALE RECEIVING DIGITAL PLP
VAN 2012 FORD E350 ECONOLIN
PRINTER HP M601N LASERJET
SCANNER FUJITSU FI-6130C
TOOL-ACCUBALANCE AIR CAP HO
METAL DETECTOR
PARCEL SCANNER 140KV
RADIO PORTABLE XPR6380
FLOOR BURNISHER 1500RPM
VAN 2014 FORD E350
PRINTER HP M601N LASERJET

Serial Number
1FAHP2DW88G141262

88882
MXQ1100G8F

11090791
1FTSS3EL5CDA12567
CNBCCCY08Q
422250

6133128
1433
1FT5S3EL9EDB04784
CNDCG7N2XC
Page 2 of 3

Asset Number Date Acquired
Current Quantity
74195
12/1/2010
1
75246
5/1/2011
4
75170
5/1/2011
1
75247
5/1/2011
2
75168
5/1/2011
1
75167
5/1/2011
1
75169
5/1/2011
2
75370
6/1/2011
10
75558
7/1/2011
1
75682
7/1/2011
2
75684
7/1/2011
15
75686
7/1/2011
2
75685
7/1/2011
11
75832
8/1/2011
1
75755
8/1/2011
2
75938
9/1/2011
1
76057
9/1/2011
8
76182
10/1/2011
1
78313
12/1/2011
1
78154
12/1/2011
1
78847
2/1/2012
1
79520
6/1/2012
1
82066
3/1/2013
1
82722
8/1/2013
1
84779
12/1/2013
1
83412
12/1/2013
10
85369
4/1/2014
3
85655
7/1/2014
1
85744
8/1/2014
1

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Corrections Corp. of America
Asset Balances
FACILITY ASSET VERIFICATION - JP
As of 9/30/2014
Description

Serial Number

Page 3 of 3

Asset Number

Date Acquired

Current Quantity

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Metropolitan Government of Nashville and Davidson County
Subcontractor Report (List all subcontractors)
                                                                     Note: MBE = Minority‐owned business, WBE = Woman‐owned business, SBE = Small business, SDV = Service Disabled Veteran‐owned  business, DBE = Disadvantaged businesses for Federally Funded Projects.

Your Firm's Name: CCA
Solicitation Title: Correctional Facility Management Services
Solicitation Number: RFQ 626873
Date:
11/6/2014

Subcontractor (Firm Name)

Address

City

St

Zip

Contact Name

Email

Phone #

MBE

WBE

SBE

Yes
Yes

Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes

A UNIFORM COMPANY
Access Data Network Solutions, Inc.
AMERICAN PAPER & TWINE COMPANY
AMTEC LESS LETHAL SYSTEMS INC
BOB BARKER COMPANY INC
CHANGE COMPANIES, THE
CONTRACTOR SUPPLY
D AND H ELECTRONIC SYSTEMS INC
Devmar Products, LLC

18760 East Amar Road 245
4077 Viscount Avenue
7400 Cockrill Bend Blvd
1103 Central Blvd
P.O. Box 890885
5221 Sigstrom Drive
6602 Rayburn Creek Road
276 Business Park Drive
1865 Air Lane Drive, Suite 2

Walnut
Memphis
Nashville
Bull Shoals
Charlotte
Carson City
Collinwood
Lebanon
Nashville

CA
TN
TN
AR
NC
NV
TN
TN
TN

91789
38118
37209
72619
28289
89706
38450
37090
37210

Not Available
Shayne Catellaw
Not Available
Not Available
Not Available
Not Available
Stacy Pate
Not Available
Sharon Reynolds

Not Available
smc@accessDNSI.com
Not Available
Not Available
Not Available
Not Available
contractorsupply@tds.net
Not Available
sharon@devmarproducts.com

626‐205‐3860
615‐835‐3597
Not Available
870‐445‐8746
919‐346‐2106
Not Available
931‐722‐3418
615‐449‐7772
615‐232‐7040

FEDERAL SUPPLY COMPANY
INSTITUTIONAL EYE CARE
INSTITUTIONAL SUPPLY CORPORATION
INTEGRATED IMAGE INC
LAMINATION SERVICES INC
SPARTAN CHEMICAL COMPANY INC
Summus Industries

P.O. Box 648
P.O. Box 366550
598 North Beach Street
9018 Balboa Blvd 501
3081 Bartlett Corporate Drive
P.O. Box 1472
245 Commerce Green Blvd, Suite 155

Waukegan
Bonita Springs
Ft. Worth
Northridge
Memphis
Toledo
Sugar Land

IL
FL
TX
CA
TN
OH
TX

60079
34136
76111
91325
38133
43603
77478

Demetrios Selevredes
Not Available
Not Available
Raffie Kassabian
Not Available
Not Available
Rod Craig

Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
rcraig@summusindustries.com

847‐623‐1310
866‐604‐2931
855‐231‐9399
888‐345‐5540
901‐794‐3032
Not Available
281‐640‐1765

BioReference Labs
CHEMTREAT INC
COMDATA
Cook's Pest Control
Diamond Pharmacy
ESSENTIAL EDUCATION
FIRST ADVANTAGE LNS SCREENING SOLUTIONS
GALLS LLC
GRAINGER INC
HENRY SCHEIN INC
INSIGHT WORLDWIDE INC

481 EDWARD H ROSS DR
4461 Cox Road
5301 Maryland Way
P O BOX 280390
P O BOX 1313
895 NW Grant Avenue
1 Concourse Parkway NE, Suite 200
P.O. Box 54308
1938 Elm Tree Drive
1439 Donelson Pike
Not Available

Elmwood Park
Glen Allen
Brentwood
Nashville
Mineral Wells
Corvallis
Atlanta
Lexington
Nashville
Nashville
Not Available

NJ
VA
TN
TN
TX
OR
GA
KY
TN
TN
NA

07407
23060
37027
37228
76068
97330
30328
40555
37210
37217
NA

Sujayyah Swaroop
Not Available
Not Available
Ellen Riley 
Not Available
Not Available
Not Available
Not Available
Reba Hooten
Not Available
Not Available

sswaroop@bioreference.com
Not Available
Not Available
Nashville.c@cookspest.com
Not Available
Not Available
Not Available
Not Available
reba.hooten@grainger.com
Not Available
Not Available

800‐229‐5227 Ext: 8767
Not Available
615‐370‐7000
(615) 748‐8014  
Not Available
936‐295‐5767
800‐321‐4473
866‐673‐7643
404‐545‐8327
615‐360‐3141
Not Available

No
No
No
No
No
No
No
No
No
No
No

LELLYETT & ROGERS COMPANY
METROPLEX CONTROL SYSTEM INC
MIRION TECHNOLOGIES INC
MOORE MEDICAL LLC
NASHVILLE LAWN EQUIPMENT
NEW READERS PRESS
NEXAIR LLC
NIXON POWER SERVICES COMPANY
NORTHSTAR ALARM & SUPPRESSION SYSTEM
PEARSON EDUCATION
PEPPERBALL TECHNOLOGIES INC
PITNEY BOWES GLOBAL FINANCIAL SVCS LLC
POMEROY IT SOLUTIONS CO
Quality Mobile One X‐Ray Services
QUEST DIAGNOSTICS
R J YOUNG COMPANY
Stericycle
SUNTRUST BANK
Trinity Services I, LLC
Waste Management

1717 Lebanon Pike
3914 Todd Lane
P.O. Box 101301
1690 New Britain Avenue
602 Thompson Lane
104 Marcellus Street
1306 Lebanon Pike
2620 Locust Street
P.O. Box 974234
P.O. Box 409496
6540 Lusk Blvd, Suite C137
P.O. Box 371887
717 Airpark Center Drive
9376 MANSFIELD ROAD
P.O. Box 740709
P.O. Box 40623
P O BOX 6242
401 Commerce Street, Suite 4500
477Commerce Blvd.
P O BOX 9001054

Nashville
Austin
Pasadena 
Farmington
Nashville
Syracuse
Nashville
Nashville
Dallas
Atlanta
San Diego
Pittsburgh
Nashville
Shreveport
Atlanta
Nashville
Carol Stream 
Nashville
Oldsmar
Louisville

TN
TX
CA
CT
TN
NY
TN
TN
TX
GA
CA
PA
TN
LA
GA
TN
IL
TN
FL
KY

37210
78745
91189
06032
37204
13204
37210
37207
75397
30384
92121
15250
37217
71118
30374
37204
60197
37219
34677
40290

Chuck Hopper
Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
Brian Mann
Not Available
Kevin Sprunger
Not Available
Brenda Wood 
Not Available
Jimmy Roberts
Mike Raier
Kathy Morris
Sue Huffman
Not Available

Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
Not Available
brian.mann@pearson.com
Not Available
Kevin.Sprunger@pb.com
Not Available
Brenda.wood@equalityxray.com
Not Available
Jimmy.Roberts@rjyoung.com
mrapier@stericycle.com
Kathy.L.Morris@Suntrust.com
Sue.Huffman@trinityservicesgroup.com
Not Available

615‐250‐9133  
512‐428‐9473
Not Available
800‐234‐1464
615‐891‐1306
800‐448‐8878
615‐244‐0139
615‐244‐0650
Not Available
800‐544‐8398
858‐638‐0236
615‐479‐0901
615‐399‐0404
(615) 724‐2356 ext. 225  
800‐222‐0446
615‐255‐8551
847‐943‐6615
615‐748‐4978
863‐801‐9214
Not Available

No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No

Yes

Yes

Yes

Yes

Yes
Yes
Yes
Yes
Yes
Yes
Yes

SDV

DBE

Yes
Yes

Yes

Yes

Work to be Performed

Estimated
Dollar Value

Estimated % of
Total Contract

Uniforms
Technology Equipment Vendor
Janitorial/Sanitation/Office Paper 
Tactical/Operational equipment
Correctional Supplies
Evidence‐based Programs Materials
Plumbing and HVAC
Alarms and Communications Equipment
Janitorial/Sanitation Supply Vendor

$9,400
$7,575
$12,600
$2,400
$56,100
$3,900
$47,800
$2,900
$8,800

0.04%
0.03%
0.06%
0.01%
0.25%
0.02%
0.21%
0.01%
0.04%

Food Service Supplies/Equipment
On‐Site Eye Care
General Supplies
Office Supplies
ID cards and supplies
Cleaning Supplies/Chemicals
Office Supply Vendor

$33,600
$13,400
$36,000
$11,300
$3,400
$50,200
$29,800

0.15%
0.06%
0.16%
0.05%
0.02%
0.22%
0.13%

$70,400
$3,800
$42,800
$3,900
$777,900
$3,200
$1,200
$7,500
$18,500
$4,500
$2,700

0.31%
0.02%
0.19%
0.02%
3.45%
0.01%
0.01%
0.03%
0.08%
0.02%
0.01%

$9,400
$4,400
$1,600
$19,300
$1,300
$2,300
$3,600
$8,000
$10,300
$2,100
$1,400
$5,100
$2,200
$21,900
$3,400
$23,300
$3,700
$59,000
$1,562,600
$31,100

0.04%
0.02%
0.01%
0.09%
0.01%
0.01%
0.02%
0.04%
0.05%
0.01%
0.01%
0.02%
0.01%
0.10%
0.02%
0.10%
0.02%
0.26%
6.93%
0.14%

Laboratory Services
Water Treatment/Processing Chemicals
Electronic Payment Processes
Pest Control
Pharmacy
Multimedia Classroom tools
Background Screening
Uniforms/Tactical Gear/Supplies
General Supplies
Medical/Dental/Veterinary Supplies
Pre‐Employment Screening
IT Support/Printing and Document 
Management Services
Video Surveillance/Intrusion Detection
Radiation Detection
Medical Supplies
Lawn Equipment/Services
Adult Literacy Training Materials
Gas Supplies
Generators
Fire Alarm Maintenance and Monitoring
GED/Education Assessments/Materials
Tactical/Armory Supplies
Mail Supplies/Postage
ERP/CRM Solutions
X‐Ray Services
Lab Services
IT/Document Management/Printing
Biohazardous Waste Disposal
PCARD
Food Services Management
Refuse/Garbage Removal/Disposal

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

RFQ # 626873:  Correctional Facility  Corrections Corporation 
Management Services
of America
Cost Criteria (30 Points)
30
Qualifications (20 Points)
20
Personnel and Training (25 Points) 
25
Security and Control (25 Points)
25
TOTAL
100

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Troup, Terri (Finance - Procurement)
From:
Sent:
To:
Subject:

Gossage, Jeff L (Finance - Procurement)
Wednesday, January 07, 2015 12:40 PM
Troup, Terri (Finance - Procurement)
RE: RFQ #626873 : Correctional Facility Management Services

Award to a single bidder is approved.  Thanks 
 
From: Troup, Terri (Finance - Procurement)
Sent: Wednesday, January 07, 2015 12:01 PM
To: Gossage, Jeff L (Finance - Procurement)
Subject: RFQ #626873 : Correctional Facility Management Services

 
This RFQ closed on October 21, 2014, with only one bid submitted. Davidson County Sherriff’s Office (DCSO) approves 
the vendor.  State of Tennessee notified DCSO of their approval on January 6, 2015. 
 
Do you approve of this single bid? 
 
If approved, your response will be saved to the award. 
 
Terri R. Troup 
Finance Administrator 
Purchasing and Contract Management 
730 2nd Ave South, 1st Floor 
P.O. Box 196300 
Nashville, TN 37219‐6300 
615/862‐6669 

 

 

1

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Troup, Terri (Finance - Procurement)
From:
Sent:
To:
Subject:

Hudson, John (DCSO)
Tuesday, January 06, 2015 4:36 PM
Troup, Terri (Finance - Procurement)
FW: Metro contract

Terri, 
 
The state has given their approval.  Please proceed with the contract with CCA. 
 
Thanks, 
John 
 
From: Robert McKee [mailto:Robert.McKee@tn.gov]
Sent: Tuesday, January 06, 2015 9:39 AM
To: Hudson, John (DCSO)
Cc: Wes Landers; Landon Kenderdine
Subject: Metro contract

 
John, 
We are ok to proceed with the contract process. 
 
Thanks, 
 
Bob McKee, Director 
TDOC Jail Resource Office 
320 6th Ave. N 
Nashville, TN 37243 
Office # 615/253‐8273 
Cell # 615/478‐2193 
E‐mail: Robert.mckee@tn.gov 
 
 
TDOC MISSION: To operate safe and secure prisons and provide effective community supervision in order to enhance public safety. 
 
““Did you receive Customer Focused Service? It is TDOC’s goal to enhance public safety and provide exceptional customer service. Please take a moment to click on 
this link to rate your level of satisfaction involving our people, processes, and infrastructure.” http://www.state.tn.us/correction/customerservice.shtml 
 
*Confidentiality Notice: This email is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or 
otherwise protected from disclosure. Dissemination, distribution or copying of this e‐mail or the information herein by anyone other than the intended recipient or an 
employee or agent responsible for delivering the message to the intended recipient, is prohibited. 
 

 

1

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

DocuSign Envelope ID: 24BD1814-9F51-484E-92E1-5C5A34D64063

Certificate of Completion
Envelope Number: 24BD18149F51484E92E15C5A34D64063

Status: Completed

Subject: Please sign this Metro Contract 355078 CCA (Sheriff's Department)
Source Envelope:
Document Pages: 47

Signatures: 6

Envelope Originator:

Certificate Pages: 17

Initials: 6

Terri R. Troup

AutoNav: Enabled

730 2nd Ave. South 1st Floor

EnvelopeId Stamping: Enabled

Nashville, TN 37219
terri.troup@nashville.gov
IP Address: 170.190.198.190

Record Tracking
Status: Original
1/21/2015 3:47:36 PM CT

Signer Events

Holder: Terri R. Troup

Location: DocuSign

terri.troup@nashville.gov

Signature

Timestamp

TERRI R TROUP

Sent: 1/21/2015 3:49:17 PM CT

terri.troup@nashville.gov

Viewed: 1/21/2015 3:49:28 PM CT

Contract Specialist

Signed: 1/21/2015 5:01:01 PM CT

Metropolitan Government of Nashville and Davidson
County

Using IP Address: 170.190.198.190

Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Rick Brown

Sent: 1/21/2015 5:01:05 PM CT

rick.brown@nashville.gov

Viewed: 1/22/2015 7:54:45 AM CT

Assistant Purchasing Agent

Signed: 1/22/2015 7:54:58 AM CT

Metropolitan Government of Nashville & Davidson
County

Using IP Address: 170.190.198.190

Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Natasha K. Metcalf

Sent: 1/22/2015 7:55:03 AM CT

Natasha.Metcalf@cca.com

Viewed: 1/23/2015 12:35:10 PM CT

Vice President, Partnership Development

Signed: 1/23/2015 1:54:04 PM CT

Corrections Corporation of America
Security Level: Email, Account Authentication
(None)

Using IP Address: 208.25.211.33

Electronic Record and Signature Disclosure:
Accepted: 1/23/2015 1:35:54 PM CT
ID: c8a9f787-9740-48c7-a755-1b1614f81268
Pete Lutz

Sent: 1/23/2015 1:54:09 PM CT

PLutz@DCSO.nashville.org

Viewed: 1/25/2015 9:59:30 AM CT

Finance Manager

Signed: 1/25/2015 10:21:14 AM CT

Security Level: Email, Account Authentication
(None)

Using IP Address: 66.87.80.159
Signed using mobile

Electronic Record and Signature Disclosure:
Accepted: 1/25/2015 10:16:00 AM CT
ID: 9fde5cd0-7d57-430f-b6c5-b02be3e413f3

Signer Events

Signature

Timestamp

Daron Hall

Sent: 1/25/2015 10:21:19 AM CT

DHall@DCSO.nashville.org

Viewed: 1/27/2015 11:07:46 AM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/27/2015 11:08:16 AM CT
Using IP Address: 170.190.198.106

Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 11:07:46 AM CT
ID: 2aa4282d-ab34-44fb-92ff-d934fb6dd276
Jeff L. Gossage

Sent: 1/27/2015 11:08:23 AM CT

jeff.gossage@nashville.gov

Viewed: 1/27/2015 12:14:27 PM CT

Chief Procurement Officer

Signed: 1/27/2015 12:14:35 PM CT

Long Titled Company LLC with a DBA of Very long
non-legal name such as

Using IP Address: 170.190.198.190

Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 12:14:27 PM CT
ID: a7ac0574-acdb-488b-b111-c42162c2adbf
Andrew Sullivan

Sent: 1/27/2015 12:14:40 PM CT

andrew.sullivan@nashville.gov

Viewed: 1/27/2015 12:17:34 PM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/27/2015 12:22:24 PM CT
Using IP Address: 170.190.198.190

Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 12:17:34 PM CT
ID: 37ab38e1-badb-4577-9e3e-ccca8b49c597
Talia Lomax O'dneal

Sent: 1/27/2015 12:22:28 PM CT

talia.lomaxodneal@nashville.gov

Viewed: 1/27/2015 12:34:42 PM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/27/2015 12:34:59 PM CT
Using IP Address: 170.190.198.190

Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 12:34:42 PM CT
ID: 56e25f6e-1b75-4256-9411-4da132e9bb41
Richard M. Riebeling

Sent: 1/27/2015 12:35:04 PM CT

Richard.Riebeling@nashville.gov

Viewed: 1/27/2015 1:15:25 PM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/27/2015 1:15:37 PM CT
Using IP Address: 170.190.198.100

Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 1:15:25 PM CT
ID: 38c7802d-51e9-4ff9-b54c-70be9fa93f42
Sally Palmer
sally.palmer@nashville.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 3:06:49 PM CT
ID: ebf07c08-7767-4b71-bb7e-3357298cc399

Completed

Sent: 1/27/2015 1:15:43 PM CT
Viewed: 1/27/2015 3:06:49 PM CT
Signed: 1/27/2015 3:10:20 PM CT

Using IP Address: 170.190.198.100

Signer Events

Signature

Timestamp

Thomas Cross

Sent: 1/27/2015 3:10:29 PM CT

tom.cross@nashville.gov

Viewed: 1/27/2015 3:27:03 PM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/27/2015 3:29:00 PM CT
Using IP Address: 170.190.198.144

Electronic Record and Signature Disclosure:
Accepted: 1/27/2015 3:27:03 PM CT
ID: d415f68f-7e70-4c7f-b8db-ca2a784c21fa
Cynthia Gross

Sent: 1/27/2015 3:29:06 PM CT

cynthia.gross@nashville.gov

Viewed: 1/27/2015 4:20:19 PM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/30/2015 8:31:05 AM CT
Using IP Address: 68.52.157.224

Electronic Record and Signature Disclosure:
Accepted: 1/30/2015 8:30:08 AM CT
ID: 412653be-14ad-45b9-babd-f47fe445294b
Shannon Hall

Sent: 1/30/2015 8:31:12 AM CT

marlene.fuller@nashville.gov

Viewed: 1/30/2015 8:33:05 AM CT

Security Level: Email, Account Authentication
(None)

Signed: 1/30/2015 8:33:13 AM CT
Using IP Address: 170.190.198.100

Electronic Record and Signature Disclosure:
Accepted: 1/30/2015 8:33:05 AM CT
ID: 381b80d0-3782-4913-b84e-180a8ae1d002

In Person Signer Events

Signature

Timestamp

Editor Delivery Events

Status

Timestamp

Agent Delivery Events

Status

Timestamp

Intermediary Delivery Events

Status

Timestamp

Sally Palmer

Sent: 1/27/2015 3:10:26 PM CT

sally.palmer@nashville.gov

Viewed: 1/27/2015 3:15:53 PM CT

Security Level: Email, Account Authentication
(None)

Completed: 1/30/2015 8:33:22 AM CT
Using IP Address: 170.190.198.100

Electronic Record and Signature Disclosure:
Accepted: 1/30/2015 8:12:20 AM CT
ID: ca2ddad3-e8e8-4a4c-848c-9b81add54ea0

Certified Delivery Events

Status

Timestamp

Carbon Copy Events

Status

Timestamp

Jerval Watson
jerval.watson@nashville.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered
ID:

Sent: 1/30/2015 8:33:19 AM CT

Carbon Copy Events

Status

LaQuita Bell

Timestamp
Sent: 1/30/2015 8:33:22 AM CT

laquita.bell@nashville.gov
Contract Support
Metropolitan Government of Nashville and Davidson
County
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered
ID:

Notary Events

Timestamp

Envelope Summary Events

Status

Timestamps

Envelope Sent

Hashed/Encrypted

1/30/2015 8:33:22 AM CT

Certified Delivered

Security Checked

1/30/2015 8:33:22 AM CT

Completed

Security Checked

1/30/2015 8:33:22 AM CT

Electronic Record and Signature Disclosure

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 affiliate’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 “Account� means a unique account established by
Subscriber to enable its Authorized Users to access and use the Subscription Service.
“Authorized User� 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.
“eContract� refers to a contract, notice, disclosure, or other record or document deposited
into the System by Subscriber for processing using the Subscription Service. “Envelope�
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. “Seat� 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. “Service Plan� 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.
“Specifications� means the technical specifications set forth in the “Subscription Service
Specifications� available at http://docusign.com/company/specifications. “Subscription
Service� means DocuSign’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. “System� 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. “Term�
means the period of effectiveness of these Terms and Conditions, as specified in Section 12
below. “Transaction Data� 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,
DocuSign’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 (“Authentication Measures�), 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
Subscriber’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 “consumers,� 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 “consumer;� (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 “consumer� 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 “unsolicited mass
mailings� includes all statutory or common definitions or understanding of those terms in the
applicable jurisdiction, such as those set forth for “Commercial Electronic Mail Messages�
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. Subscriber’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 “clicked� 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 “Unlimited,� 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 DocuSign’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 DocuSign’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 “Unlimited,� DocuSign will store an amount of Envelopes that is not abusive
and/or unduly burdensome, in DocuSign’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 attorneys’ 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 DocuSign’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, “taxes�) 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 “Term�). 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
“Renewal Term�), 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;
(b) the performance of your obligations under these Terms and Conditions will not violate,
conflict with, or result in a default under any other agreement, including confidentiality
agreements between you and third parties; (c) you will use the Subscription Service for lawful
purposes only and subject to these Terms and Conditions; (d) you are responsible for all use of
the Subscription Service in your Account; (e) you are solely responsible for maintaining the
confidentiality of your Account names and password(s); (f) you agree to immediately notify us
of any unauthorized use of your Account of which you become aware; (g) you agree that
DocuSign will not be liable for any losses incurred as a result of a third party's use of your
Account, regardless of whether such use is with or without your knowledge and consent; (h) you
will not use the Subscription Service in any manner that could damage, disable, overburden or
impair the System, or interfere with another's use of the Subscription Service by others; (i) any
information submitted to DocuSign by you is true, accurate, and correct; and (j) you will not
attempt to gain unauthorized access to the System or the Subscription Service, other accounts,
computer systems, or networks under the control or responsibility of DocuSign through hacking,
cracking, password mining, or any other unauthorized means. 14. DOCUSIGN WARRANTIES
DocuSign represents and warrants that: (a) the Subscription Service as delivered to Subscriber

and used in accordance with the Specifications will not infringe on any United States patent,
copyright or trade secret; (b) the Subscription Service will be performed in accordance with the
Specifications in their then-current form at the time of the provision of such Subscription
Service; (c) any DocuSign Products that are software shall be free of harmful or illicit code,
trapdoors, viruses, or other harmful features; (d) the proper use of the Subscription Service by
Subscriber in accordance with the Specifications and applicable law in the formation of an
eContract not involving any consumer will be sufficient under the Electronic Signatures in
Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq. (the “ESIGN Act�) to
ESIGN Act; (e) the proper use of the Subscription Service by Subscriber in accordance with the
Specifications and applicable law in the formation of an eContract involving a consumer will be
sufficient under the ESIGN Act to support the validity of such formation, to the extent provided
in the ESIGN Act, so long as and provided that Subscriber complies with all special
requirements for consumer eContracts, including and subject to those referenced in Section 4.(f)
and (g) above; and (f) DocuSign has implemented information security policies and safeguards
to preserve the security, integrity, and confidentiality of eContracts and to protect against
unauthorized access and anticipated threats or hazards thereto, that meet the objectives of the
Interagency Guidelines Establishing Standards for Safeguarding Subscriber Information as set
forth in Section 501 (b) of the Gramm-Leach-Bliley Act. 15. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED
IN SECTION 14 OF THESE TERMS AND CONDITIONS, THE SUBSCRIPTION SERVICE
AND THE SITE ARE PROVIDED “AS IS,� AND DOCUSIGN: (a) MAKES NO
ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER
EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY,
AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE
SUBSCRIPTION SERVICE OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET
SUBSCRIBER’S REQUIREMENTS, OR BE TIMELY OR SECURE. SUBSCRIBER
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF
THE SUBSCRIPTION SERVICE OR SITE. SUBSCRIBER WILL NOT HAVE THE RIGHT
TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF
DOCUSIGN TO ANY THIRD PARTY. USE OF THE SUBSCRIPTION SERVICE AND SITE
ARE AT YOUR SOLE RISK. Because some states and jurisdictions do not allow limitations on
implied warranties, the above limitation may not apply to you. In that event, such warranties are
limited to the minimum warranty period allowed by the applicable law. 16. SUBSCRIBER
INDEMNIFICATION OBLIGATIONS You will defend, indemnify, and hold us, our affiliates,
officers, directors, employees, suppliers, consultants, and agents harmless from any and all third
party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising
from or related to: (a) your use of the Subscription Service; (b) your violation of these Terms and
Conditions; (c) your infringement, or infringement by any other user of your Account, of any
intellectual property or other right of any person or entity; or (d) the nature and content of all
materials, works, data, statements, and other visual, graphical, written, or audible
communications of any nature submitted by any Authorized User of your Account or otherwise
processed through your Account. 17. LIMITATIONS OF LIABILITY NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS,
DOCUSIGN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER

FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES
ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER
THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO LOST
PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL DOCUSIGN'S TOTAL
LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND
CONDITIONS OR SUBSCRIBER’S USE OF THE SUBSCRIPTION SERVICE
(INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE
FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE
TOTAL AMOUNT PAID BY SUBSCRIBER TO DOCUSIGN UNDER THESE TERMS AND
CONDITIONS DURING THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR
CLAIM. EACH PROVISION OF THESE TERMS AND CONDITIONS THAT PROVIDES
FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION
OF DAMAGES REPRESENTS AN AGREED ALLOCATION OF THE RISKS OF THESE
TERMS AND CONDITIONS BETWEEN THE PARTIES. THIS ALLOCATION IS
REFLECTED IN THE PRICING OFFERED BY DOCUSIGN TO SUBSCRIBER AND IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THESE TERMS AND CONDITIONS, AND EACH OF THESE
PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THESE TERMS AND
CONDITIONS HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Because some states and
jurisdictions do not allow limitation of liability in certain instances, portions of the above
limitation may not apply to you. 18. CONFIDENTIALITY “Confidential Information�
means any trade secrets or other information of DocuSign, whether of a technical, business, or
other nature (including, without limitation, DocuSign software and related information), that is
disclosed to or made available to Subscriber. Confidential Information does not include any
information that: (a) was known to Subscriber prior to receiving it from DocuSign; (b) is
independently developed by Subscriber without use of or reference to any Confidential
Information; (c) is acquired by Subscriber from another source without restriction as to use or
disclosure; or (d) is or becomes part of the public domain through no fault or action of
Subscriber. During and after the Term of these Terms and Conditions, Subscriber will: (i) use the
Confidential Information solely for the purpose for which it is provided; (ii) not disclose such
Confidential Information to a third party; and (iii) protect such Confidential Information from
unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of
care) that it protects its own Confidential Information of a similar nature. If Subscriber is
required by law to disclose the Confidential Information or the terms of these Terms and
Conditions, Subscriber must give prompt written notice of such requirement before such
disclosure and assist the DocuSign in obtaining an order protecting the Confidential Information
from public disclosure. Subscriber acknowledges that, as between the parties, all Confidential
Information it receives from DocuSign, including all copies thereof in Subscriber's possession or
control, in any media, is proprietary to and exclusively owned by DocuSign. Nothing in these
Terms and Conditions grants Subscriber any right, title, or interest in or to any of the
Confidential Information. Subscriber's incorporation of the Confidential Information into any of
its own materials shall not render Confidential Information non-confidential. Subscriber
acknowledges that any actual or threatened violation of this confidentiality provision may cause

irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to
ascertain, and therefore agrees that DocuSign shall be entitled to seek injunctive relief in
addition to all remedies available to DocuSign at law and/or in equity. Absent written consent of
DocuSign, the burden of proving that the Confidential Information is not, or is no longer,
confidential or a trade secret shall be on Subscriber. 19. PRIVACY Personal information
provided or collected through or in connection with this Site shall only by used in accordance
with DocuSign’s Privacy Policy and these Terms and Conditions are subject to the Privacy
Policy on DocuSign's website which sets forth the terms and conditions governing DocuSign's
collection and use of personal information from Authorized Users that is gathered through the
Site. 20. ACCESS LIMITS Your use of the Site is at all times governed by our website Terms of
is the owner of various intellectual property and technology rights associated with the
Subscription Service, its document management, digital signature, and notary system, including
patent, copyright, trade secret, and trademark and service mark rights. Except for the rights
expressly granted in these Terms and Conditions, DocuSign does not transfer to Subscriber of
any Authorized User any of DocuSign’s technology or other intellectual property or
technology rights. All right, title, and interest in and to DocuSign’s technology and
intellectual property will remain solely with the DocuSign. Subscriber agrees that it will not,
directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive
source code or other trade secrets from the Subscription Service or DocuSign’s technology.
DocuSign agrees that data and information provided by Subscriber under these Terms and
Conditions shall remain, as between Subscriber and DocuSign, owned by Subscriber. DocuSign
hereby grants to users and licensees of its products and services a limited, revocable,
nonexclusive and nontransferable right to use DocuSign’s regular trade names, trademarks,
titles and logos (“Licensed Marks�) solely for purposes of identifying DocuSign’s
products and services. Details of this trademark license are available at:
http://www.docusign.com/IP. 22. FEEDBACK By submitting feedback to DocuSign: (a)
Subscriber automatically grants to DocuSign a perpetual, irrevocable, transferable, royalty-free
license to use Subscriber's feedback for any and all purposes without any compensation to
Subscriber; and (b) Subscriber agrees that it will not publish, submit, or display feedback
submitted by Subscriber or its Authorized Users to or on any other web site or in any other
publicly accessible forum without DocuSign's prior written consent. 23. GENERAL Subscriber
acknowledges that the Subscription Service and any related products, information,
documentation, software, technology, technical data, and any derivatives thereof, that DocuSign
makes available to its Subscribers (collectively “Excluded Data�), is subject to export
control laws and regulations of the United States and other jurisdictions (collectively “Export
Laws�). Subscriber represents and warrants that: (i) it is not located in, under the control of, or
a national or resident of an embargoed country or prohibited end user under Export Laws; and
(ii) it will not access, download, use, export or re-export, directly or indirectly, the Excluded
Data to any location, entity, government or person prohibited by export laws, without first
complying with all Export Laws that may be imposed by the U.S. Government and any country
or organization of nations within whose jurisdiction it operates or does business. Subscriber is
solely responsible for complying with Export Laws for all Excluded Data and any of its content
transmitted through the Subscription Service. Subscriber shall advise DocuSign in the event the
Excluded Data requires DocuSign to obtain additional licenses, permits and/or approvals from
any government in the jurisdiction where Subscriber intends to use the Subscription Service.
Upon being advised of such a requirement, DocuSign may at its sole discretion: (a) terminate

Subscriber's Account; (b) obtain such licenses, permits, and/or approvals as may be required; or
(c) modify these Terms and Conditions such that additional licenses, permits, and/or approvals
are no longer required to be obtained by DocuSign. The Subscription Service will be accessed
and delivered via the internet. Subscriber is responsible for obtaining the necessary equipment
and internet connection in order to access and use the Subscription Service. In order to fully
utilize the Subscription Service, Subscriber will need to maintain certain minimum hardware and
software requirements. These requirements are set forth in the Specifications. DocuSign will be
and act as an independent contractor (and not as the agent or representative of Subscriber) in the
performance of these Terms and Conditions. These Terms and Conditions will not be interpreted
or construed as: (a) creating or evidencing any association, joint venture, partnership, or
franchise between the parties; (b) imposing any partnership or franchise obligation or liability on
either party; (c) prohibiting or restricting either party’s performance of any services for any
third party; or (d) establishing or as a foundation for any rights or remedies for any third party,
whether as a third party beneficiary or otherwise. Subscriber must not represent to anyone that
Subscriber is an agent of DocuSign or is otherwise authorized to bind or commit DocuSign in
any way without DocuSign’s prior authorization. Subscriber may not assign its rights, duties,
or obligations under these Terms and Conditions without DocuSign’s prior written consent.
If consent is given, these Terms and Conditions will bind Subscriber’s successors and
assigns. Any attempt by Subscriber to transfer its rights, duties, or obligations under these Terms
and Conditions except as expressly provided in these Terms and Conditions is void. DocuSign
may freely assign its rights, duties, and obligations under these Terms and Conditions. DocuSign
may utilize a subcontractor or other third party to perform its duties under these Terms and
Conditions so long as: (a) DocuSign shall not be relieved of any responsibilities or obligations
under these Terms and Conditions that are performed by the subcontractor or third party; and (b)
DocuSign shall remain Subscriber’s sole point of contact and sole contracting party. We may
provide, or third parties may provide, links to other Web sites or resources that are beyond our
control. We make no representations as to the quality, suitability, functionality, or legality of any
sites to which links may be provided, and you hereby waive any claim you might have against us
with respect to such sites. DOCUSIGN IS NOT RESPONSIBLE FOR THE CONTENT ON
THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. Your
correspondence or business dealings with, or participation in promotions of, advertisers or
partners found on or through the Site, including payment and delivery of related goods or
services, and any other terms, conditions, warranties, or representations associated with such
dealings, are solely between you and such advertiser or partner. You agree that we are not
responsible or liable for any loss or damage of any sort incurred as the result of any such
dealings or as the result of the presence of such advertisers or partners on the Site. Any notice
required or permitted to be given in accordance with these Terms and Conditions will be
effective if it is in writing and sent using the certified delivery function of the Subscription
Service, by email, certified or registered mail, or insured courier, return receipt requested, to the
appropriate party at the address set forth in Subscriber's registration information for Subscriber
or on the Site for DocuSign. Either party may change its address for receipt of notice by notice to
the other party in accordance with this Section. Notices are deemed given upon receipt if
delivered using the Subscription Service or email, two business days following the date of
mailing, or one business day following delivery to a courier. Written notification to terminate an
Account shall be sent by email to support@docusign.com from the Subscriber’s email
address set forth in Subscriber's registration information for Subscriber, or by calling

1.866.219.4318. Neither party will be liable for, or be considered to be in breach of or default
ns on account of, any delay or failure to perform as required by these Terms and Conditions as a
result of any cause or condition beyond such party’s reasonable control, so long as such
party uses all commercially reasonable efforts to avoid or remove such causes of
non-performance or delay. These Terms and Conditions are governed in all respects by the laws
of the State of Washington as such laws are applied to agreements entered into and to be
performed entirely within Washington between Washington residents. Any controversy or claim
arising out of or relating to these Terms and Conditions, the Hosted Service, or the Site will be
settled by binding arbitration in accordance with the commercial arbitration rules of the
American Arbitration Association. Any such controversy or claim shall be arbitrated on an
individual basis, and shall not be consolidated in any arbitration with any claim or controversy of
any other party. The arbitration will be conducted in King County, Washington, and judgment on
the arbitration award may be entered into any court having jurisdiction thereof. The award of the
arbitrator shall be final and binding upon the parties without appeal or review except as
permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim
or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect
the party's rights or property pending the completion of arbitration. By using the Site or the
Subscription Service, you consent and submit to the exclusive jurisdiction and venue of the state
and federal courts located in King County, Washington. Any legal action by Subscriber arising
under these Terms and Conditions must be initiated within two years after the cause of action
arises. The waiver by either party of any breach of any provision of these Terms and Conditions
does not waive any other breach. The failure of any party to insist on strict performance of any
covenant or obligation in accordance with these Terms and Conditions will not be a waiver of
such party's right to demand strict compliance in the future, nor will the same be construed as a
novation of these Terms and Conditions. If any part of these Terms and Conditions is found to be
illegal, unenforceable, or invalid, the remaining portions of these Terms and Conditions will
remain in full force and effect. If any material limitation or restriction on the grant of any license
to Subscriber under these Terms and Conditions is found to be illegal, unenforceable, or invalid,
the license will immediately terminate. Except as set forth in Section 2 of these Terms and
Conditions, these Terms and Conditions may not be amended except in writing signed by both
you and us. In the event that we make such a change that has a material adverse impact on your
rights or use of the Service, you may terminate these Terms and Conditions by giving us notice
within 20 days of the date we notify you, and you will not be charged any cancellation fee. These
Terms and Conditions are the final and complete expression of the agreement between these
parties regarding the Subscription Service. These Terms and Conditions supersede, and the terms
of these Terms and Conditions govern, all previous oral and written communications regarding
these matters. v140527 How it works eSignature Digital Transaction Management Legality
Security Global Take a Demo Free Trial Resource Center By Industry Financial Services
Healthcare High Tech Higher Education Insurance Real Estate Life Sciences Government By
Department Sales Human Resources Finance IT/Operations Legal Marketing Facilities Support
Product Management Procurement Partners & Developers Partner Programs Find a Partner
Solution Showcase Partner Portal Dev Center Support & Training DocuSign Support
Community DocuSign University Company About DocuSign Leadership Team Financial
Investors Board of Directors Security & Trust Blog Events Press Room Careers Contact
Subscriptions Follow Us Facebook Twitter LinkedIn Glassdoor Google + YouTube Validate
TRUSTe privacy certification © DocuSign Inc., 2003 - 2014 221 Main St., Suite 1000, San

Francisco, CA 94105 Sales: +1.877.720.2040 | Support: +1.866.219.4318 North America Terms
of Use Privacy Policy Intellectual Property Trending Topics: Digital Signature Free What Is
Electronic Signature Pdf App For Signing Documents Sign Documents On Android What Is
Digital Signature Processing DocuSign FREE TRIAL BUY NOW Validate TRUSTe privacy
certification .