CONTRACT
(slate revenue contract with an Individual . busmess non-profit. or government entity of
another sl<lle or country and from whi ch the state receives monetary compensatIOn)

eegin Date

Agency Tracking.

End Date

30.2017

October 1, 2012

Edison 10

32901-31188

Procuring Party Legit Entity Name

34543
Procuring Put)' Reg istration 10

Inc.

158218

ServIce Caption

Inmate Trust Fund Management and other services
OwnershlpfContrOI

o

o

African Amencan
Person w/Olsability

0
0

ASian
Small BUSiness

0
0

HispaniC
Government

o
o

Native American

o

Fema le

NOT MinorltyJDlsadvantaged

Other:
Selection Method & Process Summary (mark the correct response 10 confirm the associated summary)
RFP
The procurement process was completed In aecordance With the approved RFP
documenl and assOCIated regutations

D
D CompetItive NegotiatIon
D Alternative Competitive Method
I8J Non-Competitive Negotiation
D Other

The predehned, competitive, Impartial. negotiation process was completed In
accordance With the associated , approved procedures and evaluation cnterla,
The predelined , competitive, Impartial, procurement process was completed In
accordance With the associated , approved procedures and evaluation cnterla,
The non-competlb ve prOCUring party selection was completed as approved , and
the procurement process Included a neg otratron of best pOSSible terms & price
The procuring
agreement. or
Interested

Agent;y Contillr::1 & Telephone ..

!/):(1;1# ikrrxtzJ-J
f:P'263 ~'2(<>/

setection was dnected by raw , court order, se ttlement
from the state
I the same agreement Wllh ell
In a
-class •
OCR USE - RV

CONTRACT
BETWEEN THE STATE OF TENNESSEE,
TENNESSEE DEPARTMENT OF CORRECTION
AND
JPAV, INC

This Contract , by and between the State of Tennessee , Department of Correction , hereinafter referred to
as the 'Slate" and JPay, Inc., hereinafter referred to as the · Procuring Party: is for the provision of inmate
trust fund management and other services, as further defined in the "SCOPE OF SERVICES"
The Procuring Party is a For·Profit Corporation
Procuring Party Place of Incorporation or Organization : Delaware

A,

SCOPE OF SERVICES :

A.1

Services. JPay, Inc. shall provide money transfer to inmate trust accounts, Inmate kiosks, and
related applications at TOOC locations found In Exhibit B. JPay shall follow the fee schedule and
product description as laid out in Exhibit C attached hereto and Incorporated herein Upon
mutual agreement by the parties, additional TDOC facilities may be added to the pilot. Inmate
kiosks shall provide the following applications:

a. Inbound and Outbound eMessaging
b. Video ViSitation
c. Media Downloads
d Inmate and Staff Communications
e. Bank Statements and Balance
A.2

Implementation JPay shall provide the TDOC a detailed implementation plan and associated
project time-line With fifteen (15) calendar days of Agreement execution Pay shaU worle: with
TDOC staff to project kiosk layouts and connectIVIty reqUirements.

A.3 .

Maintenance. JPay will be responsible for aU maintenance to mmate kiosks mcluding the cost of
any repair or replacement to damaged kiosks due to normal wear and tear and any costs
associated in repositioning the inmate kiosks .
a. JPay Will notify TDOC before changes are made to JPay software regardless of its
applicability to this agreement
b. JPay will maintain a current Money Transmitter License dunng the fife of the Agreement

A 4.

Promotion The TDOC agrees to work with JPay to promote the services through posters, flyers,
publications andlor information to be published on the TDOC website JPay agrees to prOVide
twenty-six (26) MP3 Players for evaluation at no cost to DOC. JPay understands these will be
given to inmates selected by TDOC .

A.S.

Confidentiality. JPay agrees to keep all information about inmates confidential and to make no
disclosure thereof to any third party, except as may otherwise be required by law. Pay agrees to
give TDOC prompt nollce of any such disclosure. JPay agrees to retain all data pertaining to thiS
agreement a minimum of 5 years.

RFS 32901-311BB JPay, Inc. 12282012

A.S

Exclusivity Dunng the term of this Agreement, JPay shall be TDOe's exclusive provider of any
of the services described in Sechon 1 above

B.

CONTRACT PERIOD:
This Contract shall be effective for the penod beginning October 1, 2012 , and ending on
September 30, 2017_

C.

PA YMENT TERMS AND CONDITIONS;

Remit to the State Monthly

D.

STANDARD TERMS AND CONDITIONS:

o 1.

Required Approvals . The State is not bound by this Contract until it is signed by the contract
parties and approved by appropriate officials in accordance with applicable Tennessee laws and
regulations (depending upon the specifics of this contract. said officials may include. but are not
limited to. the Commissioner of Finance and Administration . the Commissioner of Human
Resources. and the Comptroller of the Treasury)

02

Modification and Amendment. This Contract may be modified only by a written amendment
signed by all parties hereto and approved by both the officials who approved the base contract
and, depending upon the specifics of the contract as amended, any additional officials required
by Tennessee laws and regulations (said offiCials may include . but are not limited to, the
Commissioner of Finance and Administration, the Commissioner of Human Resources. and the
Comptroller of the Treasury)

0 .3

Termination for Convenience The Contract may be terminated by either party by giving written
notICe to the other. at least thirty (30) days before the effectIVe date of termination Said
termination shall not be deemed a breach of contract by the State Should the State exercise this
provision, the State shalt have no liability 10 the Procurrng Party . Should either the State or the
Procuring Party exercise thrs provision , the Procuring Party shall be required to compensate the
State for satisfactory. authorrzed services completed as of the termmation date and shall have no
liability to the Slate except for those unils of service which can be effectively used by the
Procuring Party The final decIsion . as to what these units of service are, shall be determined by
the State . In the event of disagreement , the Procuring Party may fite a claim with the Tennessee
Claims Commission In order to seek redress .
Upon such termination, the Procuring Party shall have no right to any actual general, special,
mCldental, consequential. or any other damages whatsoever of any description or amount.

0.4

Termmation for Cause. If either party falls to properly perform or fulfill its obligations under this
Contract in a timely or proper manner or violates any terms of this Contract. the other party shall
have the rrght to Immediately terminate the Contract. The Procurmg Party shall compensate the
State for completed services

o 5

Subcontracting Neither the Procuring Party nor the State shall assign thiS Contract or enter inlo
a subcontract for any of the services performed under this Contract without obtalnmg the pnor
written approval of the other If such subcontracts are approved. they shall contain, at a
minimum, sections of this Contract below pertaining to "Conflicts of Interest," "Nondiscrimination ."
and "Records· (as Identified by the section headings)

0 .6.

Conflicts of Interest. The Procuring Party warrants that no amount shall be paid drrectly or
indlreclly 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 the Procuring

RFS32901-31188JPay.lnc 12282012

2

Party in connection with any work contemplated or performed relative to this Contract other than
as required by section A of this Contract.
0 .7.

Nondiscrimination. The State and the Procuring Party hereby agree, warrant, and assure that no
person shall be excluded from participation in, be denied benefrts of, or be otherwise subjected to
discrimination In the performance of this Contract or in the employment practices of the State or
the Procuring Party on the grounds of handicap or disability . age, race , color, religion , sex,
national origin, or any other classification protected by Federal, Tennessee State constitutional,
or statutory law

o 8

Records The Procunng Party shall maintain documentation for its transactions with the State
under this Contract The books, records, and documents of the Procuring Party, Insofar as they
relate to work performed or money paid under this Contract , shall be maintained for a penod of
three (3) full years from the final date of this Contract 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 appomted representatives . The financial statements shall be prepared in
accordance with generally accepted accounting principles

0 .9.

Strict Performance Failure by any party to thiS Contract to InSist in anyone or more cases upon
the stnct performance of any of the terms, covenants, conditIOns, or provisions of thiS Contract
shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or
provision. No term Of condition of this Contract shall be held to be waNed, modified , or deleted
except by a written amendment signed by the parties hereto.

0 10.

Independent Contractor The parties hereto, in the performance of this Contract, shall not act as
employees , partners, Joint venturers , Of associates of one another. It is expressly acknowledged
by the parties hereto that such parties are independent contracting entities and that nothing In
thiS Contract shall be construed to create an employer/employee relationship or to allow either to
exerCise control Of 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
Claims against the Stale of Tennessee, or lis employees, or Injury damages expenses or
attorney's fees are heard and determined by the Tennessee Claims CommiSSion or the
Tennessee Board of Claims In the manner prescribed by law (Tennessee Code Annotated.
SectIOns 9-8-101 et seq , 9-8-301 et seq , and 9-8-401 el seq.). Damages recoverable against
the State of Tennessee shall be expressly limited to claims paid by the Board of Claims or the
Claims CommiSSion pursuant to Tennessee Gode Annotated, Section 9-8-301 et seq

0 .11

State Liability. The State shall have no liability except as specifICally provided in thiS Contract.

D 12

Force Maleure. The obligations of the parties to this Contract are subject to prevention by
causes beyond the parties' control that could not be aVOided by the exercise of due care
including . but not limited to , natural disasters, riots, wars , epidemiCS, or any other similar cause .

0 .13.

State and Federal Compliance. The Procuring Party and the State shall comply with all
applicable State and Federal laws and regulations In the performance of this Contract

0 .14.

Governing Law. ThiS Contract shall be governed by and construed in accordance with the taws
of the State of Tennessee The Procunng Party agrees that it wilt be subject to the exclusive
JUrisdiction of the courts of the State of Tennessee in actions that may arise under thiS Contract
The Procuring Party 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 nghts and remedies, if any, available under Tennessee Gode Annotated.
Sections 9-8-101 through 9-8-407

RFS32901 -31 188JPay, lnc 12282012

3

015

Completeness. This Contract is complete and contains the entire understanding between the
parties relating to the subject matter contained herein, mcluding all the terms and condItIOns of
the parties' agreement This Contract supersedes any and all prior understandings,
representations , negotiations , and agreements between the partIes relatmg hereto, whether
written or oral.

D 16.

Severabllrty. If any terms and conditions of this Contract are held to be Invalid or unenforceable
as a matter of law, the other terms and conditions hereof shall not be affected thereby and shall
remain in full force and effect. To this end, the terms and conditIons of thIs Contract are declared
severable

o 17

HeadIngs Section headings of this Contract are for reference purposes only and shall not be
construed as part of this 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 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 Contract shall be in writing and shall be made
by certified, first cfass mail, return receipt requested and postage prepaid , by overnight courier
service with an asset trackmg system, or by EMAil or facSimile transmission wrth recipient
confirmation. Any such communications, regardless of method of transmission, shall be
addressed to the respective party at the appropriate mallmg address, facsimile number, or EMAIL
address as set forth below or to that of such other party or address. as may be hereafter
specified by written notice.
The State
Willram M. Anderson , Director of Contracts Administration
Department of Correction
6'" Floor, Rachel Jackson BUlldrng
320 Sixth Avenue North
Nashville, TN 37243·0465
Telephone # 615.7411000 ext 8104

FAX # 615 .741.4605
The Procuring Party.
Greg levme, Executive Vice President
JPay , Inc.
12864 Biscayne Blvd . Suite 243
Miami. FL 33181
glevine@JPay.com
Telephone # 954.862.6906

All mstructlons, notices, consents, demands, or other commUOIcatlons shall be consIdered
effectively given upon receipt or recipient confirmation as may be required.

IN WITNESS WHEREOF,

JPAY,INC.:

RFS 32901-31188 JPay. Inc t2 28 2012

4

ew

DATE

PRINTED NAME AND TITLE OF PROCURING PARTY SIGNATORY (above)
DEPARTMENT OF CORRECTION :

DERRICK D. SCHOFIELD, COMMISSIONER

RFS32901-31188JPay, Jnc, 122820 12

DATE

5

EXHIBIT C - FEE SCHEDULE, PRICING AND SERVICES

TOoe
COMMISSION

Tooe

Cost per eMessaging stamp

4%

$ 40 (With discount for volume purchases)

Cost per Inmate Grievance

0

$0.00

SUBSCRIPTION

Video Visit (30 minute call)

Inmate Scheduling Module
MP3 Price; per song

SO 2S per completed

VISit

0
45% (on song sale pnce,
not Includmg sales tax (If
applicable)

MP3 Price; per album
(or mini·album)

4 5% (on album sale price,
not including sales lax (If

applicable)

$995
$0.00
Range from $106 to $199 (plus sales tax If
applicable. other fees included)

Varies· however, the inmate WIll receive a discount for
a full album purchase vs purchaSing the songs thai are
on the album Individually. Sales tax (If applicable) WIll
be additional

JP3 Player (4GB)

Not Available

Not Available

JP4 Player (8GB)

$5.00 per player SOld

54799

JP4 Player (16GB)

$5 00 per player sold

Not Available at this time

$1000 per player sold

TBA

JP5 - Tablet
Money Transfer

Via wwwJPay.com / Vla800phonenumber

Credit I Debit Card
$0.01 - $20.00

$0 50 per transaction

$3.90 I $4 90

$20.01 - $100.00

$0 50 per transacbon

S6 90 I $7.90

$100.01 - $200.00

$0 50 per transacuon

$8.90 I $9.90

$200.01 - $300.00

$0.50 per transacuon

$1090/11 .90

SO 50 per transaction

$895

Walk-In Location
(Cash Deposit)
$0.01 - $5,000.00
Lobby Kiosk (up to $100)
Cash Fee

$0.50 per transaction

Credit Card Fee

$0 50 per transactJon

$6.95 nat rate

0

Free

Lockbo x
$0101 - $1 ,000.00

RFS 32901-31188 JPay, Inc. 12 28 2012

TENNESSEE DEPARTMENT OF CORRECTION INSTITUTIONS
Charles B. Bass Correctional Complex ICBCX)
(formerly Middle Tennessee Correctional Complex)
7177 Cockrill Bend Blvd
Nashville, TN 37243-0470
Lois M. DeBerry Special Needs Facility (DSNF)
7575 Cocknll Bend Blvd.
NashvIlle, TN 37243-0469
Mark H. Luttrell Correctional Center (MLCC)
6000 State Road
Memphis, TN 38134-7697
Morgan County Correctional Complex (MCCX)
(formerly Brushy Mountain Correctional Complex - Morgan)
541 Wayne Cotton Morgan Drive
Post Office Box 2000
Wartburg, TN 37887
Northeast Correctional Complex - Main (NECX)
(formerly Northeast Correctional Center)
5249 Highway 67 West P. O. Box 5000
Mountain City, TN 37683-5000
Northeast Correctional Complex - Annex) (NECX)
(formerly Carter County Work Camp)
188 Old Railroad Grade Rd.
Roan Mountain, TN 37687
Northwest Correctional Complex - Site #1 INWCX)
(formerty Northwest Correctional Center)
960 State Route 212
TiptonVIlle, TN 38079
Northwest Correction al Complex - Site #2 (NWCX)
(formerly Lake County RegIonal Correctional FacilIty)
960 State Route 212
Tiptonville, TN 38079
Riverbend Max imum Sec urity Institution (RMSI)
7475 Cockrill Bend Blvd
Nashville, TN 37243-0471
Southeastern Tennessee State Reg ional Correctional Facility (STSRCF)
talk/a Bledsoe County Correctional Complex)

1045 Horsehead Road
PikevIlle, TN 37367
Tenn essee Priso n for Women (TPFW)
3881 Siewarts Lane
Nashville, TN 37243·0468
Turney Center Indu strial Complex (TCIX)
1499 R.W Moore Memonal Hwy.
Only, TN 37140-4050
Turney Center Industrial Complex - Annex ITCIX)
(formerly Wayne County Boot Camp)
P. O. Box 182
245 Carroll Road
Clifton, TN 38425
West Tennessee State Penitentiary Site #1 (WTSP)
P.O Box1150
480 Green Chapel Road
Henning , TN 38041·1150
West Tennessee State Penitentiary - Site #2 (WTSP)
(formerly West Tennessee HIgh Securrty Facility)
P. O. Box 1150
Henning , TN 38041-1150

RFS 32901-31188

EXHIBIT B