000031

,

,
GRANT CONTRACT
BElWEEN THE STATE OF TENNESSEE,
DEPARTMENT OF FINANCE AND ADMINISTRATION
AND
THE METROPOLITAN GOVERNMENT OF
NASHVILLE, DAVIDSON COUNTY, TENNESSEE
SSC PROJECT NO. 142/011-01-2006
This Grant Contract, by and between the State of Tennessee, Department of Finance
and Administration, hereinafter referred to as the 'STATE" and the Metropolitan
Government of Nashville and Davidson County, Tennessee, hereinafter referred to as
"METRO," is to expand prison capacity for locally sentenced felons, as further defined in
the "SCOPE OF SERVICES."
Whereas, the STATE, acting under the authority of County Correctional Incentives Act,
TCA 41-8-101 et. seq. has entered into a contract with METRO to house locally
sentenced felons at the Metro Detention Facility; and,

•

Whereas, additional correctional capacity is needed to house locally sentenced felons in
excess of the current capacity of the Metro Detention Facility; and,
Whereas, the STATE desires to grant funds to METRO for the construction of additional
correctional capacity at the Metro Detention Facility to house locally sentenced felons;
Now, therefore, in consideration ofthe mutual promises herein contained, the parties
have agreed and do hereby enter into this contract according to the follOWing provisions:
A.

SCOPE OF SERVICES:

A.1.

METRO agrees to construct additional medium and minimum housing capacity at
the Metro Detention Facility in general accord with the location shown on
Attachment 1 and the budget outlined in Attachment 2. METRO is only reqUired
to construct as much additional housing capacity as this grant will fund. The
number and allocation of beds for medium and minimum housing will be
determined by METRO and the STATE as part of the architectural and
engineering design and prior to the submission of the completed construction
plans to the State BUilding Commission.

A.2.

METRO shall complete architectural and engineering design, drawings and
specifications required for this work under the direction and control of
professionals currently licensed to practice in Tennessee.
.

A.3.

METRO shall allow the STATE to review and approve the completed
construction documents prior to bidding. All contracts for the improvements o_ _~~~!!1!!~_~
real property in which the State of Tennessee has an interest sl1all require
I
EXHIBIT
approval of the plans for such work by the State BUilding Commission as
required underTCA4-15-101. at.seq.

I

METRO·E",pansion or Datl!lllion Center for Locally Sentenced Felons

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A4.

METRO shall provide that all contracts for construction, erection or demolition or
to install goods or materials that involve the expenditure of any funds derived
from the STATE conceming this project or projects require compliance with the
prevailing wage laws as provided in TCA 12-4-401 and these projects shall
include a performance and payment bond in the amount of 100% of the contact
amount. These bonds shall be executed by an insurance company licensed to
do business in Tennessee.

A5.

METRO shall provide surveys, drawings, legal descriptions, legal services, land
acquisition, right of way, easements and all other related services required to
complete the METRO's work under this Contract.

A.5.

METRO shall follow STATE and local procurement laws, regulations, and
ordinances applicable to local govemment in the award of any contract providing
for utility improvements.

A7.

METRO shall review bid results with the STATE prior to award of construction
contract.

AB.

METRO shall complete all work under this Contract using a Tennessee licensed
general contractor.

A9.

METRO shall complete all work required by this Contract not later than June 30,
2011.

A 10. METRO shall ensure that all construction conforms to the applicable Tennessee
Correction Institute standards and the American Correctional Association
standards for the purposes proposed for such facilities.
B.

GRANT CONTRACT TERM:

B.1.

Grant Contract Term. This Grant Contract shall be effective for the period
commencing on November 1, 2008 and ending on June 30,2011. The STATE
shall have no obligation for services rendered by the METRO which are not
performed within the specified period.

C.

PAYMENT TERMS AND CONDITIONS:

C.1.

Maximum Liability. In no event shall the maximum liability of the STATE under
this Grant Contract exceed Ten Million Two Hundred Seventy-Five Thousand
dollars ($10,275,000.00). The Grant Budget, attached and incorporated herein
as a part of this Grant as Attachment 2 shall constitute the maximum amount due
METRO for the service and all of METRO's obligations hereunder. The Grant
BUdget line Items include, but are not limited to, all applicable taxes, fees,
overhead, and all other direct and indirect costs incurred or to be incurred by
METRO.

METRO·Exponllion or Dolontiol1 Conter for Locally Sontenoed Felons

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C.2.

Compensation Firm. The maximum liability of the STATE under this Grant
Contract is firm for the duration of the Grant Contract and is not subject to
escalation for any reason unless amended, except as provided in Section CA.

C.3.

Payment Methodology. METRO shall be compensated for actual, reasonable,
and necessary costs based upon the Scope of Services detailed in Section A and
Attachments 1 and 2, not to exceed the maximum liability established in Section
C.1.
The STATE Agrees:
To contribute toward the improvements specified in §A1. The STATE's
contribution shall be defined as One Hundred Percent (100%) of total cost,
but not to exceed Ten million two hundred seventy-five thousand dollars
($10,275,000.00).
a.

b.

To pay METRO according to the following payment schedule:
1)

Two hundred seventy.five thousand dollars ($275,000.00) within
thirty (30) calendar days after this Contract is fully approved and
executed for METRO to meet its current obligations on this project.

2)

The STATE shall pay two million five hundred thousand dollars
when METRO has completed 25% of the required construction
work, ($2,500,000.00)

3)

The STATE shall pay two million five hundred thousand dollars
when METRO has completed 50% of the required construction
work, ($2,500,000.00)

4)

The STATE shall pay two million five hundred thousand dollars
when METRO has completed 75% of the required construction
work, ($2,500,000.00)

5)

The STATE shall pay two million five hundred thousand dollars
when METRO has completed 100% of the required construction
work and a certificate of occupancy and a certificate of final
completion have been issued ($2,500,000.00).

Except as specified in C.3.a.1 to pay METRO only after receipt of an
invoice for completed work, in form and substance acceptable to the State
with all of the necessary supporting documentation, along with the
contractor's pay request (for Item A.1.), certified by the METRO Project
Manager that the payment is justified. Such invoices shall indicate at a
minimum the amount charged by bUdget line-item for the period invoiced,
the amount charged by line-item to date, the total amount charged for the
period invoiced, and the total amount charged under this grant contract to
date.

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c.

To make final payment to METRO only after METRO has completely
performed its duties under this Contract.

CA.

Budget Line-items. Expenditures, reimbursements, and payments under this
grant contract shall adhere to the grant budget. The Grantee may request
revisions of grant budget line-items by leller, giving full details supporting such
request, provided that such revisions do not increase the total grant budget
amount. Grant budget line-item revisions may not be made without prior, wrillen
approval of the STATE in which the terms of the approved revisions are explicitly
set forth; provided, however, that deviations from the grant budget line-items by
no more than 10%, within the total grant bUdget amount, do not require STATE
approval. Any Increase in the total grant budget amount shall require a grant
contract amendment.

C.5.

Expenditures and Accounting. The expenditure of funds made available through
this Grant Contract shall adhere to the Scope of Services. Said expenditures
shall be made during the Grant Contract period and shall not be carried forward.
METRO shall submit a report within thirty (30) days following the end of the Grant
Contract. Said report shall demonstrate compliance with the Scope of Services
and shall be in form and substance acceptable to the STATE.

C.6.

Payment of Invoice. Payment by the STATE shall not prejudice the STATE's
right to object to or question payment. Payment by the STATE shall not be
construed as acceptance of any part of the work or service provided, compliance
with the Grant Scope of Services, or as approval of any expenditures.

C.?

Unallowable Expenditures. METRO shall be subject to repayment of Grant
amounts which are determined by the STATE, on the basis of audits or
monitoring conducted in accordance with the terms of this Grant Contract, not to
constitule allowable expenditures.

c.a.

Deductions. The STATE reserves the right to deduct from amounts which are or
shall become due and payable to METRO under this or any Contract between
METRO and the State of Tennessee any amounts which are or shall become
due and payable to the State of Tennessee by METRO.

O.

STANDARD TERMS AND CONDITIONS:

D.1.

Required Approvals. The STATE is not bound by this Grant Contract until it is
approved by the appropriate STATE officials in accordance with applicable
Tennessee State laws and regulations.

0.2.

Modification and Amendment This Grant Contract may be modified only by a
written amendment executed by all parties hereto and approved by the
appropriate Tennessee State officials in accordance with applicable Tennessee
State laws and regulations.

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0.3.

Termination for Cause. If METRO fails to properly perform its obligations under
this Grant Contract in a timely or proper manner, or if METRO violates any terms
of this Grant Contract, the STATE shall have the right to immediately terminate
the Grant Contract and withhold payments in excess of fair compensation for
completed services. Notwithstanding the above, METRO shall not be relieved of
liability to the STATE for damages sustained by virtue of any breach of this Grant
Contract by METRO.

D.4.

Subcontracting. METRO shall not assign this Grant Contract without obtaining
the prior written approval of the STATE. If METRO enters into a subcontract for
any of the services performed under this Grant Contract such subcontracts shall
contain, at a minimum, provisions of this Grant Contract pertaining to Conflicts of
Interest, Lobbying, Nondiscrimination, Public Accountability, and Public Notice
(Sections 0.5, 0.6, 0.7 and 0.8). Notwithstanding any use of approved
subcontractors, METRO shall be the prime contractor and shall be responsible
for all work performed.

0.5.

Conflicts of Interest. METRO warrants that no part of the total Grant Amount
shall be paid directly or indirectly to an employee or official of the STATE of
Tennessee as wages, compensation, or gifts in exchange for acting as an officer,
agent, employee, subcontractor, or consultant to METRO in connection with any
work contemplated or performed relative to this Grant Contract.

D.6.

Lobbying. METRO certifies, to the best of its knowledge and belief, that:
a.

No federally appropriated funds have been paid or will be paid, by or on
behalf of METRO, to any person for influencing or attempting to influence
an officer or employee of any agency, a Member of Congress in
connection with the awarding of any federal contract, the making of any
federal grant, the making of any federal loan, and entering into of any
cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or
cooperative agreement.

b.

If any funds other than' federally appropriated funds have been paid or will
be paid to any person for Influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, 'an officer or
employee of Congress, or an employee of a Member of Congress in
connection with this grant. loan. or cooperative agreement, METRO shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.

c.

METRO shall require that the language of this certification be included in
the award documents for all sub-awards at all tiers (including SUb-grants,
subcontracts, and contracts under grants, loans, and cooperative
agreements) and that all SUb-recipients of federally appropriated funds
shall certify and disclose accordingly.

METRO-Expansion ofD9lonlion Con tor ror Locally Sentencod Felona

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0.7.

Nondiscrimination. METRO hereby agrees, warrants, and assures that no
person shall be excluded from participation in, be denied benefits of, or be
otherwise subjected to discrimination in the performance of this Grant Contract or
in the employment practices of METRO on the grounds of disability, age, race,
color, religion, sex, national origin, or any other classification protected by
Federal, Tennessee STATE constitutional, or statutory law. METRO shall, upon
request, show proof of such nondiscrimination and shall post in conspicuous
places, available to all employees and applicants, notices of nondiscrimination.

0.8.

Public Accountability. If this Grant Contract involves the provision of services to
citizens by METRO on behalf of the STATE, METRO agrees to establish a
system through which recipients of services may present grievances about the
operation of the service program, and METRO agrees to display a sign stating:
"NOTICE: METRO is a recipient oflaxpayer funding. If you observe an
employee engaging in any activity which you consider to be illegal or improper,
please caO the State Comptroller's toll free hoWne:
1-800-232-5454"

Said sign shall be displayed in a prominent place, located near the
passageway(s) through which the public enters in order to receive Grant
supported services.
D.9.

Public Notice. All notices, infonnational pamphlets, press releases, research
reports, signs, and similar public notices prepared and released by METRO shall
include the Statement, "This project is funded under an agreement with the State
of Tennessee." Any such notices by METRO shall be approved by the STATE.

0.10. Licensure. METRO and its employees and all sub-contractors shall be licensed
pursuant to all applicable federal, State, and local laws, ordinances, rules, and
regulations and shall upon request provide proof of all licenses.

0.11. Records. METRO shall maintain documentation for all expenditures pursuant to
this Grant Contract. The books, records, and documents of METRO, insofar as
they relate to work performed or money received under this Grant Contract, shall
be maintained for a period of three (3) full years following the Grant term and
shall be subject to audit at any reasonable time and upon reasonable notice by
the STATE agency, the Comptroller of the Treasury, or their duly appointed
representatives. The records ot not-for-profit entities shall be maintained in
accordance with the Accounting Manual for the Recipients of Grant Funds in the
State of Tennessee, published by the Tennessee Comptroller of the Treasury.
The financial statements shall be prepared in accordance with generally
accepted accounting principles.

0.12. Monitoring. METRO's activities conducted and records maintained pursuant to
this Grant Contract shall be subject to monitoring and evaluation by the STATE,
the Comptroller of the Treasury, or their duly appointed representatives.

METRO·Expnnsion Qf Detonlion Center for LocoJly Sontenced Felons

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D.13. Progress Reports. METRO shall submit brief, periodic, progress reports to the
STATE as requested.
D.14. Annual Report and Audit. The Grantee shall prepare and submit, within nine (9)
months after the close of the reporting period, an annual report of its activities
funded under this Grant Contract to the commissioner or head of the Granting
agency, the Tennessee Comptroller of the Treasury, and the Commissioner of
Finance and Administration. The annual report for any Grantee that receives five
hundred thousand dollars ($500,000) or more in aggregate federal and state
funding for all Its programs shall include audited financial statements. All books
of account and financial records shall be subject to annual audit by the
Tennessee Comptroller of the Treasury or the Comptroller's duly appointed
representative. When an audit is required, the Grantee may, with the prior
approval of the Comptroller, engage a licensed independent pUblic accountant to
perform the audit. The audit contract between the Grantee and the licensed
independent public accountant shall be on a contract form prescribed by the
Tennessee Comptroller of the Treasury. Any such audit shall be performed in
accordance with generally accepted government aUditing standards, the
provisions of OMS Circular A-133, if applicable, and the Audit Manual for
Governmental Units and Recipients of Grant Funds pUblished by the Tennessee
Comptroller of the Treasury. The Grantee shall be responsible for
reimbursement of the cost of the audit prepared by the Tennessee Comptroller of
the Treasury, and payment of fees for the audit prepared by the licensed
independent public accountant. Payment of the audit fees of the licensed
independent public accountant by the Grantee shall be subject to the provisions
relating to such fees contained in the prescribed contract form noted above.
Copies of such audits shall be provided to the designated cognizant state
agency, the State Granting Department, the Tennessee Comptroller of the
Treasury, anll the Department of Finance and Administration and shall be made
available to the public.
0.15. Procurement. If the other terms of this Grant Contract allow reimbursement for
the cost of goods, materials, supplies, equipment, and/or services, such
procurement shall be made on a competitive basis, including the use of
competitive bidding procedures, where practical. Further, if such reimbursement
is to be made with funds derived wholly or partially from federal sources, the
determination of cost shall be governed by applicable federal procurement
requirements.
D.16. Strict Performance. Failure by any party to this Grant Contract to insist in any
one or more cases upon the strict performance of any of the terms, covenants,
conditions, or provisions of this agreement shall not be construed as a waiver or
relinquishment of any such term, covenant, condition, or provision. No term or
condition of this Grant Contract shall be held to be waived, modified, or deleted'
except by a written amendment signed by the parties hereto.

METRO-Expao$ion of Dolention Ccnt.cr for Locally Sentonecd Felon"

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0.17. Independent Contractor. The parties hereto, in the performance of this Grant
Contract, shall not act as employees, partners, joint venturers, or associates of
one another. It is expressly acknowledged by the parties hereto that such parties
are independent contracting entities and that nothing in this Grant Contract shall
be construed to create an employer/employee relationship or to allow either to
exercise control or direction over the manner or method by which the other
transacts its business affairs or provides its usual services. The employees or
agents of one party shall not be deemed or construed to be the employees or
agents of the other party for any purpose whatsoever.
The Grantee, being a political subdivision of the State, is govemed by the
provisions of the Tennessee Govemment Tort Uability Act, Tennessee Code
Annotated, Sections 29-20-101 at seq. for causes of action sounding in tort.
Further, no contract provision requiring a Tennessee political entity to indemnify
or hold harmless the State beyond the liability imposed by law is enforceable
because it appropriates public money and nullifies governmental immunity
without the authorization of the General Assembly.
0.18. State Liability. The STATE shall have no liability except as specifically provided
in this Grant Contract
0.19. Force Majeure. The obligations of the parties to this Grant Contract are SUbject
to prevention by causes beyond the parties' control that oould not be avoided by
the exercise of due care including, but not limited to, acts of God, riots, wars,
strikes, epidemics or any other similar cause.

0.20. State and Federal Compliance. METRO shall comply with all applicable State
and federal laws and regulations in the performance of this Grant Contract.
0.21. Governing law. This Grant Contract shall be governed by and construed in
accordance with the laws of the State of Tennessee. METRO agrees that it will
be subject to the exclusive jurisdiction of the courts of the State of Tennessee in
actions that may arise under this Grant Contract. METRO acknowledges and
agrees that any rights or claims against the State of Tennessee or its employees
hereunder, and any remedies arising therefrom, shall be subject to and limited to
those rights and remedies, if any, available under Tennessee Code Annotated,
Sections 9-8-101 through 9-8-407.
0.22. Completeness. This Grant Contract is complete and contains' the entire
understanding between the parties relating to the subject matter contained
herein, including all the terms and conditions of the parties' agreement This
Grant Contract supersedes any and all prior understandings, representations,
negotiations, and agreements between the parties relating hereto, whether
written or oral.
0.23. Severability. If any terms and oonditions of this Grant Contract are held to be
invalid or unenforceable as a matter of law, the other terms and conditions hereof

METRO-ExpanBion of Dotontion Contor for Locall}' Sentonced Felons

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shall not be affected thereby and shall remain In full force and effect. To this
end, the terms and conditions of this Grant Contract are declared severable.
D.24. Headings. Section headings are for reference purposes only and shall not be
construed as part of this Grant Contract.
E.

SPECIAL TERMS AND CONDITIONS:

E.1.

Conflicting Terms and Conditions. Should any of these special terms and
conditions conflict with any other terms and conditions of this Grant Contract,
these special terms and conditions shall control.

E.2.

Communications and Contacts. All instructions, notices, consents, demands, or
other communications required or contemplated by this Grant Contract shall be in
writing and shall be made by facsimile transmission, by overnight courier service,
or by first class mail, postage prepaid, addressed to the respective party at the
appropriate facsimile number or address as set forth below or to such other
party, facsimile number, or address as may be hereafter specified by wrillen
notice.
The STATE:
Steven Westerman, Director
.' .
Real Property Administration
nd
William R. Snodgrass -Tennessee Tower 22 Floor
th
312 8 Avenue North
Nashville, TN 37243
Telephone:
Fax:

615-741-1563
615-741-7599

METRO:
Karl Dean, Mayor
Metropolitan Courthouse
1 Public Square
Nashville, TN 37219
Telephone:
Fax:

615-862-6000
615-862-6040

All instructions, notices, consents, demands, or other communications shall be
considered effectively given as of the day of delivery; as of the date specified for
overnight courier service delivery; as of three (3) business days after the date of
mailing; or on the day the facsimile transmission is received mechanically by the
telefax machine althe receiving location and receipt is confirmed telephonically
by the sender if prior to 4:30 p.m. CST. Any communication by facsimile

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transmission shall also be sent by United States mail on the same date of the
facsimile transmission.
E.3.

Subject to Funds Availability. The Grant is subject to the appropriation and
availability of State and/ot Federal funds. In the event that the funds are not
appropriated or are otherwise unavailable, the State reserves the right to
terminate the Grant upon wrillen notice to the Grantee. Said termination shall
not be deemed a breach of Contract by the State. Upon receipt of the wrillen
notice, the Grantee shall cease all work associated with the Grant. Should such
an event occur, the Grantee shall be entitled to compensation for all satisfactory
and authorized services complete~ as of the termination date.

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IN WITNESS WHEREOF:
METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:

/C:e--L ~17~

Karl Dean, Mayor

Date

DEPARTMENT OF FINANCE AND ADMINISTRATION:

M. D. Goetz, Jr., Commissioner

Date

Mike Fitts, State Architect

Date

COMPTROLLER OF THE TREASURY:

John G. Morgan, Comptroller of the Treasury

Date

APPROVED AS TO I'ORM AND LEGALITY:

Robert E. Cooper, Jr., Attorney General

METRO-Expansion of Detention Center Cor Locally Sentenced Felonl

Date

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000042

SIGNATURE PAGE
FOR

IN WITNESS WHEREOF.
representatives set their signatures.

the
.

parties

have

METROPOliTAN GOVERNMENT OF
NASHVILLE AND DAVIDSON COUNTY

APPROVED AS TO AVAILABILITY
OF FUNDS:

Richard RiebeJing. Director
Department of Finance
APPROVED AS TO RISK AND INSURANCE:

Directo~f Insurance
APPROVED AS TO FORM AND
LEGALITY:

~~~
ATIEST:

':---:-::
..... ... ,. .
~

/-

Date

by

their

duly authorized

Metropolitan Government of Nashville and Davidson County
State of Tennessee Department of Rnance and Administration.
Grant BUdget
Metro Detention Facility Expansion
SBC Project Number 1421011-01-2008
Funding Souree': "
Description

Number Of Beds To Be Built With Grant Funds
Master Planning
Architectural & Engineering Design Fees
Architectural & Engineering Construction Documents
Site & Utility Construction Documents
Project ManagemenUConstruction Administration Services

Medium
Custody
Housing

Minimum
Custody
Housing

I '~561

~

Estimate of
Cost

,$5,0001 ;

"':$5,000

,"'Siale';)r"'

$5,000.
,$425,OOOW.

, $240,000

Tenl)e-sse~;
, Grant"

$5,000
,$425,000

o
o

,S.35:~9.6

, ' "$35;000
, "$150,000

'$150,000

_$8,970,0001" $8,970,000
"$8,670,000

...$8;6(:0,000
, '$i'OO,ooO

1,;;~$200~<iOO

',$iOo.ObO

Contingency

", ..$700,000

;i,~$16o:ooo

:'.'.'$700,0001 :',,' $700;0001:

:::$175,000

:$10,275;0001:,
Total Project:
'Minimum custody housing to be built only as grant funding permits.

::" $175,000r
",:',

o
o

......

$240,000

Construction
Buildings
Site and Utility
Furniture, Fixtures & Equipment

Miscellaneous Expenses

Section
Subtotals

$175,000

$01 $10,275.0001:$10,275.000\:"

"~'$700.000

:$175;000
$10.275;000

Attachment Number 2