CONTRACT FOR OPERATION AND PROGRAMMING OF
96-BED SECURE FACILITY
BETWEEN
DALLAS COUNTY AND THE
DALLAS COUNTY JUVENILE BOARD
AND
CORRECTIONAL SERVICES CORPORATION
(CONTRACTOR)
1. PURPOSE:
This contract is entered into by and between DALLAS COUNTY, the DALLAS COUNTY
JUVENILE BOARD (DCJB), both entities hereinafter referred to as DALLAS COUNTY,
and CORRECTIONAL SERVICES CORPORATION, hereinafter referred to as CONTRACTOR.
This contract is entered into by Dallas County, and the Contractor, for the
purpose of operating and programming the 96-bed secure facility (hereinafter
referred to as Facility), located at 0000 Xxxxx Xxxxx Xxxx. in Dallas, Texas.
Contractor will provide services for Dallas County as provided for by this
contract pursuant to the Minimum Standards for Secure Post-Adjudication
Juvenile Facilities, Texas Administrative Code Title 37, Chapter 344, and
Minimum Standards for Juvenile Detention Facilities, Texas Administrative Code
Title 37, Chapter 343, promulgated as administrative law by the Texas Juvenile
Probation Commission (TJPC); and all legal requirements in Section 51.12 of
the Texas Family Code. The Dallas County Juvenile Department, hereinafter
referred to as Juvenile Department, will serve as the designated County agency
to oversee and manage operations on behalf of Dallas County. This contract is
also subject to provisions specified in the License Agreement between Dallas
County and Contractor for use of the Facility. The License Agreement will be
signed and agreed to by both parties, and shall become Exhibit C of this
contract.
2. TERM:
A. The initial term of this contract will be from the date of execution
until September 30, 1999.
B. This contract may be renewed for two additional twelve month periods,
under the same terms and conditions unless one or more of the parties hereto
declines to renew this contract by providing written notice to all other parties
hereto at least ninety (90) days prior to the expiration of this contract, or
the contract is terminated sooner pursuant to the terms of this contract.
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C. The Contractor may, for the subsequent renewed terms, request an adjustment
to the monthly compensation rate for the post-adjudication, detention
overflow and Aftercare programs. Such rate adjustments must not exceed 6%
per renewal term. Requests for rate adjustments must be submitted to Dallas
County 120 days prior to the start of the renewal term. The Contractor must
provide detailed documentation justifying the need for such adjustments. Dallas
County solely retains the right to accept or reject such requests. Dallas County
will notify Contractor of acceptance or rejection of such requests within thirty
days after receipt from Contractor of acceptable documentation justifying the
rate adjustment request.
3. SCOPE OF WORK:
A. Contractor agrees to provide services in the operation and programming of
the 96 bed Facility as described in Request for Proposals No. 98-280 and
Addendum One issued by Dallas County, attached hereto as Exhibit A, and as
described in the original proposal submitted by Contractor in response to
Request for Proposals No. 98-280, attached hereto as Exhibit B. Exhibits A and B
are specifically incorporated into this contract by reference. It is agreed by
all parties that the provisions of this contract supersede the provisions of
Request for Proposals No. 98-280 (Exhibit A) and Contractor's proposal
(Exhibit 3), to the extent that there is conflict between provisions of the
documents.
B. The Contractor is hereby granted, delegated and assigned the right to, and
the Contractor hereby agrees to manage, supervise and operate the Facility
and receive, supervise and care for each juvenile that is assigned to and
enrolled in the Facility by a Court of competent jurisdiction pursuant to
applicable law. The Juvenile Department, in its discretion, may assign youth to
the Facility that are referred for placement or detention.
C. Contractor agrees to operate the facility as two distinct and separate
program components: a 44-bed secure, short-term post-adjudication residential
program including an aftercare component for youth in violation of their
probation and a detention center overflow program with up to 52 beds for youth
with court cases pending. Each component must operate as separate programs as
required by TJPC standards. Youth participating in one program cannot be
intermingled with youth in the other program at any time.
D. Contractor shall begin implementing the 44-bed post-adjudication program
upon final execution of this Contract.
E. Contractor shall begin activating the 52-bed detention overflow program
only upon written notification by Dallas County. Activation shall be in three
possible increments: an initial 16 beds, an additional 16 beds and a final 20
beds. Dallas County shall provide written notice of the need to activate each
increment of detention overflow beds at least 30 days prior to placing
juveniles.
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F. Contractor must assure that the program will be staffed and operated 24
hours a day, 365 days a year.
4. RELATIONSHIP OF THE PARTIES
Contractor is an independent contractor and not an agent, servant or
employee of Dallas County. Contractor represents that it has, or will
secure at its own expense, all personnel and consultants required in
performing the services under this contract. Such personnel and
consultants shall not be employees of, or have any contractual
relationship with Dallas County, without the prior written consent of
Dallas County.
5. FUNDING AND PAYMENT FOR CONTRACTOR SERVICES
A. Contractor shall be reimbursed for the actual costs of implementing the
44-bed post-adjudication program provided for in this Contract, as described in
Contractor's proposal (included as Exhibit B), not to exceed $282,409.
Implementation costs for the 44-bed post-adjudication program includes some
durable goods that will used in the entire 96-bed facility. Implementation for
the 44-bed post-adjudication program shall begin upon final execution of this
contract and end 28 days after the official contractor move-in date, which is
also the time when the program shall reach the maximum census of 44 residents.
Implementation costs are budgeted as follows:
Salaries during initial 28 days after move-in $ 89,359
Operating Expenses $ 38,832
Equipment $ 74,218
Training cost prior to youth being placed $ 80,000
B. County shall provide to Contractor within 30 days of final Contract
execution, an initial advance payment of $75,000 for implementation costs of the
44-bed post adjudication program. Contractor may submit bi-weekly requests for
actual implementation costs in a format approved by Juvenile Department. The
initial $75,000 advance payment shall be reconciled against and applied to
subsequent implementation costs reimbursements. Contractor shall provide
detailed documentation of all implementation costs with each reimbursement
request. Contractor shall also provide with each reimbursement request a list of
all equipment purchased with implementation funds that includes a description
of the equipment, model number, serial number, and cost.
C. Contractor shall be compensated $110,279 per month for operating the 44-bed
post-adjudication program. The monthly compensation shall provide for all
materials, goods, and services necessary for operating the program and
providing the services provided for in this Contract that are not otherwise
specifically stated in this Contract. Monthly compensation shall be made only
after services are actually rendered.
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D. County shall compensate Contractor on a prorated basis for the first month
of operations of the 44-bed post-adjudication program based upon the number
of days from the end of the 28 day implementation period until the end of the
initial month of full operations. Thereafter, County shall compensate Contractor
for each calendar month of operation.
E. Contractor shall be compensated for the provision of Aftercare services to
youth in the 44-bed post-adjudication program as described in Section 13 of this
Contract. Compensation for Aftercare services shall be in addition to the
monthly compensation of $110,279. Dallas County will only be obligated to pay
for those funds for Aftercare services as specified and expended in accordance
with the proposal included as Exhibit B to this contract and the Aftercare
Services Budget included as Exhibit D to this contract. The maximum amount to be
paid for Aftercare services shall not exceed $17,874 per month.
F. Contractor shall be reimbursed for the actual costs of activating each
group of detention overflow beds, as described in Contractor's proposals.
Contractor may submit bi-weekly requests for actual activation costs in a format
approved by Juvenile Department. Contractor shall provide detailed documentation
of all activation costs with each reimbursement request. Contractor shall also
provide with each reimbursement request a list of all equipment purchased with
activation funds that includes a description of the equipment, model number,
serial number, and cost. Activation costs shall not exceed the following amounts
for each group of beds:
Initial 16 beds $23,250
Second 16 beds $23,525
Final 20 beds $34,862
G. Contractor shall be compensated on a monthly basis for operating the
detention overflow program based upon the number of beds that are activated. The
monthly compensation shall provide for all materials, goods, and services
necessary for operating the program and providing the services provided for in
this Contract that are not otherwise specifically stated in this Contract.
Monthly compensation shall be made only after services are actually rendered.
Monthly compensation shall be in the following amounts for each group of beds:
16 beds $ 39,391
32 beds $ 74,402
52 beds $116,838
H. County shall compensate Contractor on a prorated basis for the first month
of operations for the appropriate number of detention overflow beds based
upon the number of days from the placement of juveniles until the end of the
initial month of activation. Thereafter, County shall compensate Contractor for
each calendar month of operation.
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I. Equipment purchased with implementation, activation, or Aftercare
compensation funds shall be property of Dallas County, and shall revert to
Dallas County's possession upon termination of this Contract. Contractor shall
implement and maintain appropriate inventory control procedures to reasonably
protect equipment against loss and shall provide to Juvenile Department upon
request a listing of all equipment purchased with Dallas County funds.
Contractor agrees to follow the policies and procedures of the Dallas County
Auditor regarding inventory control.
J. Contractor shall submit monthly compensation requests in a format approved
by Juvenile Department no later than 10 working days after the end of each
month for which the services were rendered. Monthly compensation requests shall
include the following information:
1. Name of youth enrolled in each program component.
2. Date of initial enrollment.
3. Number of days youth was in the program during the month.
4. Projected release date for each youth in the post-adjudication
program.
K. In the event that Contractor is unable to accept appropriate placement
referrals for the 44-bed post-adjudication program due to any reason within
Contractor's reasonable control, the monthly compensation for the month in which
appropriate referrals were not accepted will be reduced by the per diem rate of
$82.40 plus the difference, if any, of the cost to Dallas County for alternate
placement for each bed that was not filled. Reasons for not accepting referrals
that are within Contractor's control shall include, but are not limited to,
unavailability of adequate staff, materials, or supplies.
L. In the event that Contractor is unable to accept appropriate placement
referrals for the detention overflow program due to any reason within
Contractor's reasonable control, the monthly compensation for the month in which
appropriate referrals were not accepted will be reduced by the appropriate per
diem rate based upon level of activation for each bed that was not filled, plus
the additional cost, if any, to Dallas County for alternate placement. The per
diem rates will be $80.94 for 16 beds, $76.44 for 32 beds, or $73.87 for 52
beds. Reasons for not accepting referrals that are within Contractor's control
shall include, but are not limited to, unavailability of adequate staff,
materials, or supplies.
M. In the event that Contractor is unable to accept appropriate referrals to
either program due to acts of nature, physical damage to the Facility not caused
by Contractor's actions or negligence, or other reasons not within Contractor's
reasonable control, County and Contractor agree to negotiate compensation
adjustments that provide for Contractor's continued financial obligations and
County's need to provide for the appropriate care of youth in the Facility.
N. In the event that County determines through an audit, site review or other
means that Contractor has failed to provide the services provided for in this
Contract,
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County may, for the entire period for which the failure to provide services has
occurred, adjust compensation for such period to a monthly rate determined
solely by County.
O. Juvenile Department shall process reimbursement requests and monthly
compensation requests so that Contractor receives payment within 30 days
of submitting a complete and accurate reimbursement request.
P. Contractor understands and all parties agree that this contract
is contingent upon the availability of appropriated funds from the Dallas County
Commissioners Court and the Texas Juvenile Probation Commission. The parties
agree that, in the event sufficient funds are not available, this contract will
automatically terminate. Contractor will be entitled to payment as set forth in
this Contract for any services provided prior to the date of such termination.
Temporary interruptions in funding, as mutually agreed upon by Dallas County and
Contractor, shall not result in contract termination.
Q. Juveniles placed in the Facility by Dallas County, or their families, shall
not be assessed fees for services by Contractor unless such fee arrangements are
specified by the Juvenile Courts of Dallas County. This does not preclude
reasonable attempts to seek voluntary contributions from families of
Dallas County juveniles for provision of clothing, personal articles, medical
costs, and transportation.
R. If the Contractor receives third-party reimbursement or fiscal support from
any other source for the services provided for in this contract, Contractor
agrees to deduct these funds from the monthly reimbursement request to Dallas
County. The provisions of this paragraph do not apply to compensation Contractor
receives from the sale of unused detention overflow beds to other jurisdictions,
as described in Section 15 of this Contract.
S. Contractor must account separately for the receipt and expenditure of all
grant funds from the Texas Juvenile Probation Commission or any other funding
source. The Juvenile Department shall notify Contractor if any of the
compensation for services provided is being funded using grants.
6. FACILITY
A. Contractor agrees to operate the 96-bed secure facility located at
0000 Xxxxx Xxxxx Xxxx., Xxxxxx, Xxxxx. Contractor shall enter into a separate
License Agreement with Dallas County for use of the facility. Such License
Agreement upon execution shall become Exhibit C to this Contract and shall be
specifically incorporated as part of this Contract.
B. Dallas County shall be responsible for providing the facility at
0000 Xxxxx Xxxxx Xxxx. xx Xxxxxx, Xxxxx as outlined in the License Agreement
(Exhibit C). Dallas
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County will use its best efforts to make the facility available to
Contractor for performance of its services under this agreement on
September 1, 1998 or such earlier agreed date as necessary to facilitate
Contractor's preparation, except as provided in Section 6.C.
C. Contractor shall hold Dallas County, as well as their officials, employees
and agents harmless, and hereby unconditionally and fully releases Dallas County
from all claims for damages, costs or expenses whether direct or indirect, or
whether incurred before or after the effective date of this Contract, resulting
directly or indirectly from any delay in availability of the Facility on
September 1, 1998.
D. Dallas County will guarantee access to the facility seven (7) days prior
to the first juvenile arriving. Any additional time needed for training or staff
development that requires space will be the responsibility of the Contractor.
E. Contractor is responsible for procurement and purchasing for all goods,
supplies and services necessary to perform Contractor's duties, unless otherwise
specified in this contract.
F. Dallas County will be responsible for utility operating expenses including
electricity, water, sewage, trash collection, and local telephone expenses.
G. Dallas County will assign adequate staff, and/or contracted services to the
Facility to meet maintenance needs. Dallas County will also be responsible for
determining when a higher level of repair service is needed and will be
responsible for providing that service at Dallas County expense, pursuant to the
terms of the License Agreement (Exhibit C).
H. Dallas County will provide and maintain Security and Fire Alarm
Systems at Dallas County's expense.
I. Dallas County will provide meals, for youth and staff, that
will be delivered to the facility each day. Dallas County will provide and
maintain such equipment necessary to refrigerate and re-heat meals. Snacks and
milk or other beverages will not be provided with meals.
J. Contractor must provide adequate staff to accept delivered meals, properly
store meals, re-heat and serve meals, and clean serving trays and equipment
after meals. Contractor shall provide eating and serving utensils, napkins,
condiments, and any other goods and materials needed to serve meals. Contractor
shall provide, at its own expense, snacks and beverages, including milk.
K. Contractor will be responsible for basic janitorial and custodial care of
the Facility.
L. Contractor will be responsible for all expenses for long-distance telephone
service.
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M. Contractor will be responsible for notifying Dallas County of
maintenance concerns.
N. Contractor will provide laundry service for all juveniles, in
accordance with TJPC standards, clean linens to each juvenile at least once
weekly and clean bath and hand towels twice per week without any deposit or
fee being charged.
O. Contractor will be responsible for purchasing bedding, such as
sheets, bedspreads, and pillows and all costs associated with upkeep such as
cleaning and replacement.
7. IMPLEMENTATION OF 44-BED POST-ADJUDICATION PROGRAM
A. Dallas County shall notify Contractor in writing of the official
move-in date for the Facility. While Dallas County will make reasonable efforts
to provide Contractor with advance access to the Facility, Contractor shall
have at least seven days in the Facility before receiving youth for staff
familiarization and training. The official move-in date is the date seven
days before receiving youth.
B. Contractor is required to have the Facility operational and ready
to accept youth no later than seven days after the official move-in date.
Contractor shall be responsible for all implementation activities not
otherwise specifically stated in this contract. Implementation activities
shall include, but are not limited to: hiring and training of all staff;
procuring necessary goods and materials; developing curriculum; and
developing enrollment procedures.
C. Contractor is to be reimbursed by Dallas County for the actual cost
of certain implementation activities as provided for in Section 5 of
this contract.
D. Youth will be placed in the post-adjudication program based upon
the following phase-in schedule, which provides that the first 30 residents
assigned to the facility will be males:
Maximum
Days after Move-In Date Admissions Maximum Census
----------------------- ---------- --------------
7 15 15
14 15 30
21 7 37
28 7 44
E. The implementation period shall end 28 days after the official
move-in date, at which time the post-adjudication program will be at the 44
youth capacity.
8. ACTIVATION OF DETENTION OVERFLOW BEDS
A. Contractor shall begin activating the 52-bed detention overflow
program upon written notification by Dallas County. Implementation shall be
in three possible increments: an initial 16 beds, an additional 16 beds and
a final 20 beds. Dallas
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County shall provide written notice of the need to activate each
increment of detention overflow beds at least 30 days prior to placing
juveniles. Once an increment of detention overflow beds is activated,
Dallas County will pay for these beds for at least 90 days. Dallas
County may deactivate any increment of detention overflow beds, after
the 90 day minimum activation period, by providing at least 45 days
written notice, after which time there will be no obligation for
continued payment to Contractor for that group of beds.
B. Contractor is required to have the Facility operational and ready
to accept youth for the detention overflow program no later than 30 days
after receiving written notification from Dallas County. Contractor shall
be responsible for all activation activities not otherwise specifically
stated in this contract. Activation activities shall include, but are not
limited to: hiring and training of all staff; procuring necessary
goods and materials; developing curriculum; and developing enrollment
procedures.
C. Contractor is to be reimbursed by Dallas County for the actual
cost of certain activation activities as provided for in Section 5 of
this Contract.
9. EQUIPMENT AND DURABLE GOODS
A. Dallas County shall provide, at no additional cost to Contractor,
the equipment and durable goods listed in Attachment B to Request for
Proposals No. 98-280, included as Exhibit A to this contract.
B. Dallas County shall have the final authority as to quantity and
quality of all equipment and durable goods provided to Contractor for
use.
C. Dallas County will be responsible for maintenance and replacement
cost, due to normal wear and tear, of the equipment listed in 9.A above,
in accordance with Dallas County policy.
D. The Contractor is responsible for the procurement, maintenance
and replacement of the following equipment and consumable supplies:
1) Computers
2) TV/VCRs
3) Linens
4) Clothing
5) Office, Medical, Cleaning, and Laundry supplies
6) Supplies needed to serve meals, snacks and beverages
7) Internal communications systems (i.e. portable radios) needed by
staff to provide a safe environment
E. All costs to be paid to the Contractor for purchases made for
equipment and durable goods must be included in the reimbursements for
actual costs of implementation as outlined in Section 5 - Funding and Payment
for Contractor Services. Dallas County will not reimburse Contractor for the
cost of additional equipment and durable goods without prior written approval.
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F. All equipment, goods and materials for which the Contractor is
reimbursed will be the property of Dallas County and will remain in the
possession of Dallas County at the time of the expiration or termination of
this contract. Contractor shall be responsible for maintaining an accurate
inventory of all equipment and non consumable goods and supplies and notify
Dallas County in the event of the loss of said equipment and non consumable
goods and supplies. In the event of the early termination of this contract,
the value of any goods and materials purchased at the request of Contractor
that cannot be used in the continued operation of the program will be
deducted from any final funds due Contractor by Dallas County.
10. OBLIGATIONS OF DALLAS COUNTY
A. Dallas County will provide Contractor written notice of Facility
availability upon final contract execution.
B. After the 28-day implementation period for the post-adjudication
program, it will be the responsibility of Dallas County to make sufficient
placement referrals to ensure that the post-adjudication program operates at
the 44-bed capacity.
C. Once Contractor is provided with 30-day written notice of activation for
a group of detention overflow beds, it will be the responsibility of Dallas
County to make sufficient placement referrals to ensure that the detention
overflow program operates at the activated capacity.
D. The Juvenile Department shall provide Contractor with the Residential
Placement Packet at the time of admission to Contractor facility.
E. Juvenile Department agrees to provide Contractor with all the
standardized Juvenile Department forms as requested.
F. Juvenile Department agrees to provide for transportation to the
Facility at the time of admission and from the Facility at the time of
discharge. In addition, Dallas County is responsible for providing
transportation for youth to and from the facility for any court proceedings
that youth are required to attend while they are assigned to the facility.
G. Juvenile Department reserves the right to terminate a client's placement
with Contractor at any time, with or without cause.
11. OBLIGATIONS OF THE CONTRACTOR
A. Dallas County, in its discretion, may assign youth to the Facility and
designate the assigned program component. The Contractor shall accept all
youth that are referred up to the maximum legal capacity of each program and
of the Facility.
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Contractor and Dallas County shall utilize the following processes to
ensure that youth are appropriately referred to the Facility:
1. Contractor will establish written guidelines outlining the profile
of youth who are appropriate for placement in each program within the
Facility, including indicators of inappropriate referrals.
2. Contractor will be allowed and encouraged to participate in the
Dallas County Juvenile Department Case Planning and Review Committee (CPRC).
If the Contractor disagrees with the placement recommendation, Contractor
can ask for the recommendation to be reviewed. CPRC will have the final
authority for making placement recommendations to the Juvenile Courts.
3. Contractor and Dallas County agree that the best interest of the
youth will be met in resolving disagreements regarding the appropriateness
of placement.
B. A Juvenile Department Residential Placement Agreement form designating
the specific program assignment will be signed by Contractor and Juvenile
Department staff at the time of admission.
C. Contractor will not release a juvenile to any person or agency without
express written consent of Juvenile Department.
D. Unsuccessful termination of the juvenile's placement with Contractor
shall occur only after notifying the designated Juvenile Department staff of
the causes and with prior notice of at least ten (10) days.
E. Contractor shall complete a Juvenile Department Discharge Summary for
each youth discharged from the post-adjudication program.
F. Contractor shall be responsible for obtaining criminal background checks
and must provide proof of such to the Dallas County designated staff upon
request:
1. For existing staff and volunteers prior to the Facility move-in
date; and
2. When any subsequent hires are made during the term of this contract.
G. Contractor agrees to make available any Contractor staff requested or
subpoenaed to appear before a Dallas County Juvenile Court on a case
involving any client receiving services under this contract.
H. Contractor agrees to make a good faith effort to retain in placement any
client whose behavior, though problematic, does not exceed behavior typical of
that which led to their removal from home or previous placement.
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I. Contractor is responsible for all transportation incidental to
the care of the child, including medical and dental visits, and for furloughs
from placement. Contractor may request that parents contribute to
transportation costs for furloughs from placement.
J. Contractor shall provide adequate staff to receive, store, re-heat and
serve meals. Contractor shall also provide all snacks and beverages,
including milk. Contractor shall ensure that all applicable regulations for
the storage and handling of food are followed. Contractor shall collect and
provide to Dallas County any data or other information needed for Dallas
County to meet the reporting requirements of the USDA School Lunch and School
Breakfast program.
12. EDUCATIONAL SERVICES
A. Contractor understands that all juveniles placed in the Facility must
have access to a free and appropriate education as provided for by the laws
of the State of Texas.
B. Dallas County has entered into a Memorandum of Understanding with Dallas
Public Schools for the provision of educational services to juveniles in the
Facility for the 180 day regular school term. Contractor agrees to cooperate
with Dallas County and Dallas Public School in providing educational services
in the Facility. Such cooperation shall include, but not be limited to,
assigning Facility space for classrooms, developing class schedules and
designing programming and operations of the facility in a manner that
complements the educational program.
C. Contractor shall provide, at its sole expense, the necessary staff and
related supplies for five hours of educational services for each Monday
through Friday, exclusive of Holidays recognized by the Dallas County
Commissioners Court, during the summer school term.
D. Contractor agrees to cooperate with Dallas County in making any
revisions to the educational services program determined necessary by Dallas
County. Such revisions may include changes in the organization providing
educational services during the 180 day regular school term.
13. AFTERCARE
A. Contractor agrees to provide formal aftercare services for all youth
placed in the 44 bed post-adjudication program. Aftercare services shall be
as described in Contractor's proposal, which is included as Exhibit B to
this contract. Aftercare services will include, but are not limited to the
following program components:
1. Intensive pre-release planning;
2. Family involvement, including in-home visits;
3. Community linkage;
4. Facilitating the process of r~ -enrolling youth in home school or
accessing GED assistance services;
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5. Assisting age appropriate youth in obtaining employment; and
6. Developing plans for leisure time activities.
B. Contractor shall primarily utilize existing community-based resources in
developing aftercare plans. Contractor may, when community-based services are
not available, request that the Juvenile Department consider placement of
youth in contract programs. Juvenile Department shall review these requests on
a case-by-case basis. The decision to place youth in contract programs will be
made at the sole discretion of Juvenile Department.
C. Contractor will conduct formal follow-up studies of juveniles who
successfully discharge the post-adjudication program and who reside within
Dallas County at one month, two months and three months to document successful
re-entry into the community, and will track status of critical outcome areas
including education, employment, relationships with parents, peers and others,
and positive living arrangements.
D. Contractor will provide information gathered in the follow-up studies to
the designated Juvenile Department staff.
14. PERFORMANCE GUARANTEE BY THE CONTRACTOR
A. The Performance Guarantee shall apply to juveniles who are successfully
discharged from the 44-bed post-adjudication program and have an opportunity
to participate in Contractor's Aftercare program. Successful discharges are
those juveniles who have substantially completed their Individual Program
Plan, as described in Section 17 of this Contract, and will be so designated
by joint agreement of Dallas County and Contractor at time of discharge.
B. The Performance Guarantee shall be in the form of a retainage of 8% of
the monthly compensation to Contractor for operation of the post-adjudication
program. Dallas County shall release each month's retainage as the juveniles
who are successfully discharged during the retainage month achieve a 90 day
anniversary of release without recidivating.
C. The retainage will be released based upon the percentage of juveniles
who complete the 90 day period after discharge from the post-adjudication
program without recidivating. An example of the retainage/release method is
described below:
Retainage percentage 8%
Monthly cost of post-adjudication program $110,279
Calculated monthly retainage $8,822
Number of juveniles released in a month 10
Number of juveniles, 90 days without recidivating 7
Amount of retainage returned (7/10 of $8,822) $6,175
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D. The retainage will begin with the first full month of monthly
compensation for operation of the post-adjudication program in which at
least one juvenile is successfully discharged from the program. All
Performance Guarantee calculations will be made at the end of each month,
and all calculations rounded to the nearest whole dollar amount. If no
juveniles are released in a given month, no retainage will be withheld.
E. Recidivism occurs when a juvenile is referred to the Juvenile
Department, and formal court action is anticipated, for alleged delinquent
conduct, which includes criminal offenses and violations of court-ordered
conditions of probation, or conduct indicating a need for supervision.
Arrests of juveniles with a charge filed for the offense in the adult court
system will also be considered as recidivism for purposes of this Recidivism
Guarantee.
15. SALE OF UNUSED DETENTION OVERFLOW BEDS
A. Contractor may provide detention overflow beds to other jurisdictions
when such beds are not activated by Dallas County.
B. Contractor shall provide to Dallas County written notice of the intent
to sell unused detention overflow beds to other jurisdictions at least 30 days
prior to accepting juveniles from another jurisdiction. Such notice shall
include identification of the jurisdiction(s) purchasing beds and copies of
any formal agreements between Contractor and other jurisdictions.
C. Contractor shall be responsible for all goods, materials and services
necessary to provide detention overflow beds to other jurisdictions. All
expenses associated with providing detention overflow beds to other
jurisdictions shall be the sole responsibility of Contractor. Any equipment
provided by Dallas County and Contractor as part of the implementation
activities described in Section 9 of this Contract will be available for
Contractor's use in providing detention overflow beds to other jurisdictions.
D. Contractor shall reimburse Dallas County for the cost, as determined by
Dallas County, of all meals provided by Dallas County for juveniles from other
jurisdictions. Additionally, Contractor shall provide compensation to Dallas
County at the rate of $3 per bed per day for any detention overflow beds sold
to other jurisdictions. Contractor shall include with its monthly compensation
requests a check made payable to Dallas County for the costs of meals and
rebate due to Dallas County for any unused detention overflow beds sold to
other jurisdictions.
E. Dallas County's need for detention overflow beds shall supersede any
agreements that Contractor may have with other jurisdictions. Contractor must
ensure that all 52 detention overflow beds are available to Dallas County upon
formal notification of activation as described in Section 8 of this contract.
F. Dallas County reserves the right to terminate authorization for the sale
of unused detention overflow beds at any time by providing written notice to
Contractor.
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16. SHARED USE OF COMMON SPACE WITH DALLAS CHALLENGE
A. Contractor understands that Dallas Challenge, a non-profit agency, will
utilize certain common areas of the facility for operation of the Truancy and
Class C Enforcement Center, hereafter referred to as Center. Those common
areas are as follows:
1) visitors entrance for families to enter the facility;
2) visitation waiting areas for use by families waiting for
interviews with Center staff and for court hearings;
3) visitation rooms for Center staff to use when interviewing
juveniles and families;
4) police entrance for law enforcement officials transporting
youth for processing by Center staff;
5) secure holding rooms for housing youth pending processing by
Center staff;
6) court room for court proceedings; and
7) the police entrance control room for office space for Center
staff responsible for providing entrance to the facility by
law enforcement officials transporting juveniles for
processing by Center staff.
B. Contractor agrees to provide staff coverage of the visitors entrance at
all times while the Center is operating. Staff assigned to the visitors
entrance shall be responsible for allowing families and other persons with
appointments with Center staff and/or court proceedings to enter the facility.
C. Contractor shall have the right to develop and implement appropriate
security procedures for Dallas Challenge staff to follow, including assignment
of keys to the facility.
D. Dallas County shall be responsible for ensuring that Dallas Challenge
conducts operations of the Center in the shared common areas in a manner that
does not interfere with Contractor's operations. Dallas County will execute a
License Agreement with Dallas Challenge that requires Dallas Challenge to
provide the following:
1) a staff person to monitor the police entrance and provide access to
the facility for law enforcement officials transporting juvenile
referred to the Center;
2) adequate supervision of juveniles held in both secure and non-secure
areas of the facility; and
3) adequate supervision of families entering the facility for
interviews and court proceedings.
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17. REPORTING AND ACCOUNTABILITY
A. Each individual client placed with Contractor in the post-adjudication
program shall have a written individualized program plan (IPP) completed by the
appropriate Contractor staff within fifteen (15) days of the time of admission
to placement. A copy of the preliminary IPP must be received by the Juvenile
Department within twenty (20) days of the time of admission.
B. The IPP shall contain the reasons why the placement will benefit the
client; shall specify behavioral goals and objectives being sought for each
client; shall state how the goals and objectives are to be achieved in
Contractor placement; and shall state how the parent(s), guardian(s), and,
where possible, grandparents or other extended family members will be involved
in the IPP to assist in preventing or controlling the client's alleged
delinquent behavior or alleged conduct indicating a need for supervision as
defined in the Texas Family Code. The IPP shall be structured to meet all
treatment goals within the estimated length of stay for each program
component, unless otherwise stipulated at the time of admission.
C. Contractor shall provide to the Juvenile Department, on a monthly basis,
the following:
1) A written report of the progress of each client during the
preceding month, in the format approved by the Juvenile Department.
2) Copies of all significant incident reports within 24 hours of
occurrence. Copies of all incident reports on each client should
also be retained in Contractor's file for each juvenile.
D. If a client in placement at the Facility makes an unauthorized
departure, becomes seriously injured or ill, commits a penal code violation,
or is involved in an incident that Contractor considers seriously jeopardizes
continued placement, Contractor shall immediately notify the designated
Juvenile Department staff, or if not during regular Juvenile Department
business hours, Juvenile Department's Detention Screening Unit. Contractor
shall also ensure that the client's parents and, when appropriate, other
authorities, including the Texas Department of Protective and Regulatory
Services and/or local law enforcement officials are notified. Contractor
shall forward a written incident report regarding the above on a Juvenile
Department Serious Incident Report form to the designated Juvenile Department
staff within two (2) working days.
E. If a client alleges child abuse, or abuse is suspected for any reason,
such abuse must be immediately reported by Contractor following all
procedures outlined above in Section 17.D of this contract.
F. Contractor will allow clients unrestricted use of telephone to make
calls to their probation officer to register grievances against Contractor
or any individual. Contractor will also ensure privacy of conversations
between the client and Juvenile Department staff at the request of either
party.
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G. Contractor will notify Juvenile Department in writing within two (2)
working days of any pending allegations of abuse or other investigations
involving Contractor staff or that may impact Contractor licensing.
H. Unless otherwise stipulated by the designated Juvenile Department staff,
the client may visit freely with parents and relatives at the Facility in
accordance with established written Contractor policies.
I. Contractor must receive and document the approval of the designated
Juvenile Department staff for any over-night stay away from the Facility
unless it is considered part of Contractor's rehabilitation program. Prior
written approval must also be received and documented for any home visit.
J. Prior to a client's discharge, a Juvenile Department Pre-discharge
Summary must be completed by Contractor. When completing the form for a
successful discharge:
1) The language should support the discharge recommendation.
2) The form must be completed no earlier than 30 days prior to the
discharge date.
3) The summary should be legible and signed.
K. When a client is unsuccessfully discharged, Contractor shall complete
the Juvenile Department Discharge Report, attach all incident reports relevant
to the decision to discharge the client and provide these to the designated
Juvenile Department staff at the time of discharge.
L. Copies of each IPP and all other forms required in this section are to be
maintained in Contractor's case file on the client.
M. Penalties for delinquent reporting may include withholding of payments
until such time as all reports are received, or cancellation of the contract
with no obligation to pay for undocumented services.
N. Contractor will be evaluated to determine the quality and effectiveness
of services. Program evaluations may be used to recommend changes in program
design. Program evaluations will include, but are not limited to the
following criteria:
1) Site Review Results
2) Fiscal Audit Results
3) Discharge History
4) Recidivism Rate
5) Cultural Competency
6) Frequency and Severity of Complaints
7) Average Length of Stay
8) Financial Responsibility
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18. EXAMINATION OF PROGRAM AND RECORDS
A. Contractor agrees that it will permit Juvenile Department designated
employees to examine and evaluate its program of services provided under the
terms of this contract and to review client records. This examination and
evaluation of the program will include but are not limited to unscheduled
site visits, observation of programs in operation, interviews, and
administration of questionnaires to Contractor staff and the clients.
B. Contractor shall maintain documentation in each juvenile's case
file indicating that services are being provided as required by Request for
Proposals No. 98-280 and Contractor's proposal, which are included as
Exhibit A and Exhibit B, respectively, to this Contract.
C. Contractor shall provide to Juvenile Department such descriptive
information of contracted clients as requested on forms provided by Juvenile
Department.
D. Contractor agrees to maintain and make available for inspection, audit
or reproduction by an authorized representative of the Juvenile Department
or the State of Texas, books, documents, and other evidence pertaining to
the cost and expenses of this contract, hereinafter called the records. For
purposes of this contract the records shall include all financial records,
child care records, special treatment records, and any and all books,
documents and evidence connected with the provision of services covered
under this contract.
E. Contractor agrees to provide Juvenile Department with a report of costs
incurred in providing residential services relating to this contract on forms
provided by Juvenile Department upon request.
F. Contractor agrees to maintain these records for four (4) years after
final payment or until the state-approved audit has been made and all
questions therefrom are resolved.
G. Dallas County Juvenile Department is responsible for closely monitoring,
and will exercise reasonable care, to enforce all the terms and conditions
of any grant awards used to fund the services provided for in this contract.
19. PERSONNEL
A. The interviewing, hiring, assignment, certification, control,
supervision, management, compensation, promotion, health, safety, welfare and
termination of all members of the Facility's administration and staff shall
be the sole responsibility of the Contractor.
B. Contractor shall ensure that staff are hired according to the credentials
and qualifications described in the proposal submitted by Contractor in
response to Request for Proposals No. 98-280, Exhibit B, and in compliance
with requirements of TJPC and other appropriate licensing agencies.
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C. Staff to youth ratios must be as described in Exhibit B and must
meet or exceed TJPC regulatory requirements for each distinctive program
component.
D. Contractor will be responsible for training of personnel including
all training required for certification by applicable licensing agencies.
Direct care staff will receive a minimum of 80 hours of pre-service training,
40 hours of in-service training during the first month of employment, and
40 hours of in-service training each year thereafter.
E. Contractor shall insure the availability of adequate and properly
trained staff to serve youth based on the Implementation schedule outlined in
Section 7 of this Contract. The projected move-in date is September 1, 1998.
F. The Contractor shall maintain documentation in an agency file including
but not limited to the following: proof of staff credentials, staff roster
including date of hire and employment departure, and staff incidents and
disciplinary action taken. Al1 current facility licenses and certifications
shall also be maintained in this file.
G. Contractor shall make a good faith effort to hire culturally competent
staff who reflect the ethnicity of the youth placed in the Facility.
Contractor must take into consideration the ethnic diversity of youth
involved in the Dallas County juvenile justice system when making hiring
decisions and determining staff ratios. Contractor agrees to hire, whenever
possible, bilingual staff (Spanish-speaking) that will be able to
communicate with youth and families who utilize English as a second
language. Contractor agrees to provide upon request documentation of good
faith efforts in maintaining a culturally competent staff.
20. LICENSING
A. Contractor is responsible for ensuring that the Facility is eligible
for certification by Dallas County as suitable to house youth in compliance
with the Minimum Standards for Secure Post-Adjudication Juvenile Facilities
and Minimum Standards for Juvenile Detention Facilities promulgated by the
Texas Juvenile Probation Commission. Contractor shall obtain such
certification prior to accepting youth for placement in the Facility and
shall be responsible for annual re-certification. Contractor shall also be
responsible for maintaining current knowledge of Texas Juvenile Probation
Commission standards and making any programmatic revisions necessary to
maintain certification.
B. Contractor shall manage and supervise the Facility to remain in
compliance with all applicable city, county, and state health, fire, and
safety codes and ordinances.
C. Written documentation of compliance with the standards listed in
Paragraphs A and B of this Section must be kept on file and posted at the
program facility. Failure to comply with any of the above requirements will
put Contractor in default of this Contract and may result in the disallowance
of funds and the withholding of future awards and payments, or the termination
of this Contract.
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21. MEDICAL AND DENTAL SERVICES
A. Juvenile Department agrees to provide each client with medical
and dental examinations prior to admission to Contractor facility as required
by TJPC or other Contractor licensing body. Contractor agrees to pay for
subsequent periodic medical and dental examinations as required.
B. Contractor shall provide emergency, routine and urgent health
care for all juveniles assigned to the facility as described in Contractor's
proposal, included as Exhibit C to this Contract. Such services shall meet the
requirements of appropriate TJPC standards. Such services shall also include
obtaining any medications prescribed by Contractor's staff and/or contracted
health care professionals.
C. Contractor will provide nursing staff that will be available on-site a
minimum of eight hours a day, 5 days a week, with a total of 40 hours of
on-site nursing staff per week, and on-call nursing staff available 24 hours
a day seven days a week. Contractor will also provide a Physician that will
be available for on-call telephone consultation for emergencies and to
provide appropriate medical services to juveniles who have been triaged and
referred from the daily sick call.
D. Contractor will be responsible for providing all psychological
and/or psychiatric services proposed other than the initial assessment
completed by Juvenile Department prior to Placement.
E. Contractor will be responsible for establishing arrangements with local
hospitals to provide emergency medical services for youth. Contractor will
also be responsible for transportation of youth to and from health care
facilities for emergency and non emergency care.
F. Contractor will be responsible for the supervision of youth who are
receiving medical services, including hospitalization.
G. Contractor shall develop and implement procedures for responding to
medical and dental emergencies. These written procedures shall be submitted
to Dallas County for review and approval by the Dallas County Health
Authority prior to implementation.
H. Dallas County agrees to reimburse Contractor or third-party providers
for the cost of any health care for juveniles assigned to the Facility that
is in addition to those services described in Contractor's proposal. Such
reimbursements will be made only if the following conditions are met:
1. Contractor demonstrates that an effort has been made to obtain the
services without cost to Dallas County through Medicaid, other private or
public funding available to the juvenile, or the juvenile's parent(s) or
guardian(s);
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2. Contractor has coordinated with the Juvenile Department to
obtain health care through publicly funded sources including, but not limited
to Dallas County Health Department, Parkland Hospital or Parkland satellite
clinics;
3. Contractor receives written approval for reimbursement from a
member of Juvenile Department Contract Services staff prior to the services
being rendered (approval is specific to each item of cost, not to an
incidence of injury or illness, and must be requested each time a client is
to receive services or medication);
4. If, in Contractor's opinion, the services cannot be delayed a
sufficient time to comply with 1, 2 and/or 3 above without hardship to the
youth and Contractor notifies a member of Juvenile Department's Contract
Services staff of the expenditures the next working day after services are
provided; and
5. Any bills approved for reimbursement are received by Juvenile
Department within forty-five days of the date the service is provided with
written approval attached.
I. Dallas County agrees to pay for medical or dental treatment by
third-party providers for juveniles assigned to the facility who had a
pre-existing medical condition, unless treatment for the pre-existing
condition is part of the rehabilitation program of Contractor. The procedure
outlined in Section 21, Paragraph H above must be followed in order for
Contractor and/or the third party provider to receive reimbursement.
Contractor agrees to collaborate with Juvenile Department in developing
procedures for obtaining refills of prescriptions for routine medications
to treat pre-existing conditions. Dallas County retains sole authority
for determining the source of and procedures for obtaining prescription
medications.
J. Dallas County may refuse reimbursement for any medical expenses
resulting from injuries to a juvenile assigned to the facility resulting,
as determined by Juvenile Department, from a lapse in supervision or
improper physical restraint by Contractor staff.
K. Under no circumstances will Dallas County reimburse Contractor for the
cost of health care provided by health care professionals employed or
contracted by Contractor for the purposes of providing the health care
services described in Contractor's proposal, included as Exhibit C to this
Contract.
22. LAW AND VENUE
The terms of this Contract shall be construed in accordance with the
laws of Texas and exclusive venue for any legal actions arising from
this Contract shall be in Dallas County, Texas.
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23. ASSURANCES
A. Contractor agrees to establish safeguards to prohibit employees from
using their positions for a purpose that constitutes or presents the
appearance of personal or organizational conflict of interest, or personal
gain.
B. Contractor assures no person will, on the grounds of race, creed,
color, religion, handicap, national origin, gender, political affiliation
or beliefs, be subjected to discrimination, excluded from or be denied the
benefits of any program or activity funded in whole or in part under this
contract.
C. Contractor assures that it will not transfer or assign its interest in
this contract without prior written consent of Dallas County.
D. Contractor, by acceptance of funds provided under this contract
agrees and ensures that personnel paid from these funds are duly licensed
and/or qualified to perform the required services. Contractor further agrees
and ensures that all program and/or facility licenses necessary to perform
the required services are current and that Dallas County will be notified
immediately if such licenses become invalid during the term of this contract.
E. Contractor assures that funds received pursuant to this contract shall
in no way be used for any lobbying purposes.
F. The person or persons signing and executing this contract on behalf of
Contractor, or representing themselves as signing and executing this contract
on behalf of Contractor, do hereby warrant and guarantee that he, she or they
have been duly authorized by Contractor to execute this contract on behalf of
Contractor and to validly and legally bind Contractor to all terms,
performances and provisions herein set forth.
G. Pursuant to Article 2.45 of the Business Corporation Act, Texas Civil
Statutes, which prohibits Dallas County from entering into a contract with a
corporation which is delinquent in paying taxes under Chapter 171, Tax Code,
Contractor by executing this Contract hereby certifies that it is not
delinquent in its Texas franchise tax payments, or that it is exempt from,
or not subject to such a tax. A false statement concerning the corporation's
franchise tax status shall constitute grounds for termination of the Contract
at the sole option of Dallas County.
H. Failure to comply with any of these assurances will put Contractor in
default of this contract and may result, at the sole discretion of Dallas
County, in the disallowance of funds and the withholding of future awards,
in addition to any other remedies permitted by law.
I. The Juvenile Department shall require Contractor to provide
certification of eligibility to receive state funds as required by Texas
Family Code Section 231.006.
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24. INSURANCE AND INDEMNIFICATION
A. Contractor agrees it will protect, defend, indemnify and hold
harmless Dallas County and all officers, agents, employees, and
representatives from and against any and all claims, demands, causes,
actions, damages, judgments, loss and expenses, including attorney's fees,
of whatsoever nature, character, or description that any person or entity has
or may have arising from or on account of any injuries or damages (including
but not restricted to death) received or sustained by any person, persons,
or property, on account of, arising out of, or in connection with the
performance of the work, including without limiting the generality of the
forgoing, any negligent act or omission of the Contractor or any agent,
servant, employee or sub-contractor of the Contractor in the execution of
performance of this Contract. Contractor further agrees to protect, indemnify
and hold harmless Dallas County against and from any and all claims and
against and from any and all loss, cost, damage, judgments or expenses,
including attorney's fees arising out of the breach of any of the
requirements and provisions of this contract or any failure of
Contractor, its employees, officers, agents, contractors, invitees, or
assigns in any respect to comply with and perform all the requirements and
provisions hereof.
B. Contractor also agrees to purchase and maintain insurance coverage for
operation of the Facility as follows:
1. Liability Insurance. Contractor shall, at all times during the
term and at its own expense, keep in full force and effect comprehensive
general liability insurance with "personal injury" coverage; commercial or
business auto liability coverage; and contractual liability coverage, with
minimum limits of $5,000,000.00 on account of bodily injuries to, or death
of one person and an aggregate of TEN MILLION AND NO/100 DOLLARS
($10,000,000) for any one occurrence.
2. Workers' Compensation Insurance. Contractor shall, at all times
during the term of this Contract and at its own expense provide and keep in
full force and effect a policy of workers' compensation insurance for
coverage in Texas with an Employer's liability limit of:
Bodily Injury by accident - $500,000.00 each employee
Bodily Injury by disease - $500,000.00 policy limit
Bodily Injury by disease - $500,000.00 each employee
3. The Juvenile Board of Dallas County and Dallas County shall be
named as additional insured on such policies.
C. The insurance policies required under this Section shall not be
modified or canceled except upon 30 days written notice to Dallas County and
the Juvenile Board.
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D. Contractor shall provide to the Juvenile Department insurance
certificates evidencing the required policies have been obtained prior to
the receipt of any funds under this Contract.
25. SUBCONTRACTING
Contractor may enter into subcontracts for the provision of services to
youth and their families only with the prior written consent of Dallas
County, which consent shall not be unreasonably withheld. Contractor
shall provide Dallas County with a copy of all subcontracts. Subcontracts
entered into by Contractor will be in writing and subject to the
requirements of this contract, and shall not relieve Contractor of any
requirement, duty, obligation or liability under this contract.
Contractor agrees that it will be responsible to Dallas County for the
performance of any subcontractor. The costs of all subcontracted services
are included in the fees outlined in Section 5 of this Contract, unless
otherwise specifically stated in this contract. In selecting
subcontractors, Contractor shall ensure that existing community based
organizations and certified minority and women business enterprises are
utilized to the fullest extent possible, and as detailed in Contractor's
proposal (Exhibit B).
26. GENERAL PROVISIONS
Requirements of the State of Texas Uniform Grant and Contract Management
Standards are adopted as part of this contract, including the contract
provision as in Attachment 0, Item 14, of the above standards. Juvenile
Department shall provide Contractor with a copy of the State of Texas Uniform
Grant and Contract Management Standards prior to referrals being made.
Juvenile Department shall keep all project records and all records shall be
preserved for four (4) years for inspection by Criminal Justice Division, or
any state or federal agency authorized to inspect the same.
27. EQUAL OPPORTUNITY
Services shall be provided by Contractor in compliance with the Civil
Rights Act of 1964. Contractor will not discriminate against any
employee, applicant for employment, or client because of race, religion,
color, gender, national origin, age or handicapped condition.
Contractor will take affirmative action to ensure that qualified
applicants are employed, and that employees are treated during employment
without regard to race, religion, color, gender, national origin, age or
handicapped condition.
28. OFFICIALS NOT TO BENEFIT
No officer, member or employee of the Juvenile Department and no member
of its governing body and no other public officials of the governing body
of the locality or localities in which the project is situated or being
carried out who exercise any
24
functions or responsibilities in the review or approval of the
undertaking or carrying out of this project, shall participate in any decision
relating to this contract which affects personal interest or have any personal
or pecuniary interest, direct or indirect, in this contract or the process
thereof.
29. AMENDMENTS
This contract may be amended during the term of the contract, and any
such amendments will be in writing and duly executed by the parties hereto.
30. TERMINATION
A. Dallas County may terminate this Contract without cause by providing
ninety (90) days written notice of intention to terminate to the Contractor.
B. Dallas County may immediately terminate this contract for cause
without notice based upon the following:
1. Failure of Contractor to have the facility in operation and
ready to accept youths 30 days after Contractor receives written notice of
the move-in date.
2. Failure of Contractor to maintain in effect the insurance
policies required by Section 24 of this Contract.
3. Substantiated physical or sexual abuse of youths by employees,
agents or subcontractors of Contractor which, when investigated, reveal
negligent acts or omissions by the Contractor.
4. This contract may automatically terminate pursuant to the
provisions of Section 5.P of this Contract.
C. Each of the following shall constitute an Event of Default by the
Contractor:
1. A material failure to keep, observe, perform, meet, or comply with
any covenant, agreement, term, or provision of this Contract which is
the duty of the Contractor hereunder, which failure continues for a period
of thirty (30) days after the Contractor has been provided written notice
thereof;
2. A material failure to meet or comply with any Court order; the
standards, rules and regulations of TJPC, TCADA, or any federal or State
requirement or law; which failure continues for a period of thirty (30) days
after written notice thereof to the Contractor, except with regard to
material breaches that create a safety or security hazard, which shall be an
immediate event of default, only seventy-two (72) hours notice and the
opportunity to cure shall be required, subject to immediate action if the
delay of 72 hours creates a further danger to the safety, health or welfare
of the Clients;
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3. The Contractor shall (a) admit in writing its inability to pay
its debts; (b) make a general assignment for the benefit of creditors; (c)
suffer a decree or order appointing a receiver or trustee for it or
substantially all of its property to be entered and, if entered without
its consent, not to be stayed or discharged within sixty (60) days; (d) suffer
proceedings under any law relating to bankruptcy, insolvency, or the
reorganization or relief of debtors instituted by or against it and, if
contested by it, not to be dismissed or stayed within sixty (60) days; or (e)
suffer any judgment, writ of attachment or execution, or any similar process
to be issued or levied against a substantial part of its property which is
not released, stayed, bonded, or vacated within sixty (60) days after
issue or levy, and any of these events has caused or threatens to adversely
affect or interrupt the continued operation of the Facility in full
compliance with all conditions of this Contract.
4. The discovery by Dallas County that any material statement,
representation, or warranty herein or provided in materials or made in support
of the award of this Contract to the Contractor is false, misleading, or
erroneous in a material respect; or
5. Chronic failure of the Contractor to timely pay trade creditors,
payroll and other operational expenses which is not corrected or remedied
within thirty (30) days written notice from Dallas County.
D. Upon the occurrence of an Event of Default of the type specified in
C. 1 or C. 2 and if the Contractor reasonably believes: (a) that such Event
of Default cannot be cured within the thirty (30) days allowed to cure such
Event of Default, and (b) that such Event of Default can be cured, through a
diligent, on-going and conscientious effort on the part of the Contractor,
the Contractor may, within the thirty day cure period, submit a plan for
curing the Event of Default to Dallas County (which plan shall show in
detail the means the Contractor proposes to cure the event of Default).
Upon receipt of any such plan for curing an Event of Default, Dallas
County shall promptly review such plan and, at its discretion, allow or
disallow the Contractor to pursue such plan. If Dallas County allows the
Contractor to pursue the plan, Dallas County agrees that it will not
exercise its remedies hereunder with respect to such Event of Default
providing the contractor diligently, conscientiously and timely undertakes
to cure the Event of Default in accordance with the approved plan. If
Dallas County does not allow an extension of the cure period, the thirty
day time period shall be tolled during the period of time the plan is
pending before Dallas County.
E. Upon the occurrence of an Event of Default by the Contractor, Dallas
County shall have the right to pursue any remedy it may have at law or
equity, including but not limited to; (a) reducing its claim to a judgment;
(b) taking action to cure the Event of Default, in which case Dallas County
may offset against any payments owed to the contractor all reasonable costs
incurred by Dallas County in connection with its efforts to cure such Event
of Default; (c) recovery of its reasonable attorneys fees and costs from
Contractor; and (d) termination of this Contract and removal of the
26
Contractor as the operator of the Facility and the offsetting against any
payments owed to the Contractor by Dallas County of any reasonable amounts
expended by Dallas County to cure the Event of Default. In the event of the
Contractor's removal as operator due to an Event of Default, Dallas County
shall have no further obligation to the Contractor after such removal and
the Contractor agrees to comply with Section 30.F hereof and to cooperate
with Dallas County during the transition of the Facility.
F. Notwithstanding anything to the contrary herein, in the event any
bankruptcy, reorganization, debt arrangement, moratorium, proceeding under
any bankruptcy or insolvency law, or dissolution or liquidation proceeding,
is instituted by or against contractor and, if instituted against Contractor,
is consented to or acquiesced in by Contractor or is not dismissed within
sixty (60) calendar days, this Contract shall be immediately terminated and
canceled, and Dallas County shall promptly assume responsibility for the
operation, management and supervision of the Facility. In the event this
Contract is canceled pursuant to the terms of this section, Contractor
agrees that Dallas County may take control and ownership of all the
property, materials, supplies and records within the Facility. Further,
Dallas County may, at its discretion, employ or contract for personal
services with any, or all employees, agents or employees of Contractor at
the Facility. In such event, Contractor shall have no claim, and hereby
expressly waives all claims for compensation and payment for such property,
materials, supplies, and records and/or regarding such employees.
G. Any notice, demand, or request to be given under this Contract shall be
deemed to have been given if reduced to writing and delivered in person or
mailed by overnight or Registered Mail, postage pre-paid, to the party who is
to receive such notice, demand or request at the addresses set forth below.
Such notice, demand or request shall be deemed to have been given three (3)
days subsequent to the date it was so delivered or mailed.
DALLAS COUNTY AND CORRECTIONAL SERVICES
DALLAS COUNTY CORPORATION
JUVENILE BOARD
Xxxxxxx X. Xxxxxxxx, Director Xxxxx X. Xxxxxxxx,
Dallas County Juvenile Department President and CEO
0000 Xxxx Xxxx Xxxxx 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000 Suite 1000
Xxxxxxxx, Xxxxxxx 00000
31. SEVERABILITY
If any provision of this contract is construed to be illegal, invalid
or unenforceable, this will not affect the legality or validity of any of
the other provisions hereof. The illegal, invalid or unenforceable
provision will be deemed stricken and deleted herefrom, but all other
provisions will continue and be given effect as if the illegal, invalid
or unenforceable provision had never-been incorporated herein.
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32. EXHIBITS INCORPORATED
By this reference, Exhibits A, B, C and D are incorporated into
this Contract as if fully set forth herein.
33. ACCEPTANCES
By their signatures below, the representative of Dallas County, and
Contractor executing this Contract represent that they are duly authorized
to execute the Contract on behalf of their Party and to validly bind their
Party to all terms, conditions, performances and provisions set forth
herein.
Executed this 26th day of August, 1998.
FOR: CORRECTIONAL SERVICES FOR: DALLAS COUNTY AND THE
CORPORATION DALLAS COUNTY JUVENILE BOARD
/s/ Xxxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxx
President an CEO Dallas County Judge and
Chairman of Dallas County
Juvenile Board
Date: 8/26/98 Date: 8/18/98
Approved as to form: /s/ Xxxx X. Xxxxxx
District Attorney
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COURT ORDER
ORDER NO: 98 1700
DATE: SEP 1, 0000
XXXXX XX XXXXX
XXXXXX XX XXXXXX
BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas
County, Texas, held on the 1st day of September, 1998, on motion made by Xxxxxxx
Xxxxxxxx, Commissioner of District No. 2, and seconded by Xxx Xxxxxxx,
Commissioner of District No. 1,the following order was adopted:
WHEREAS, this matter was briefed to the Commissioners Court on August 25, 1998;
and
WHEREAS, the Dallas County Commissioners Court and the Dallas County Juvenile
Board entered into a contract with the Correctional Services Corporation, for
the operation and programming of a 96-Bed Secure Facility located at 0000 Xxxxx
Xxxxx, Xxxxxx, Xxxxx; and
WHEREAS, the contract is to begin on date of execution and end September 30,
1999, with the option for two additional twelve month periods under the same
terms and conditions; and
WHEREAS, under the terms of the contract Dallas County is required to provide a
facility to be located at the Old Juvenile Detention Facility, 0000 Xxxxx Xxxxx,
Xxxxxx, Xxxxx; and
WHEREAS, the facility consists of 51,460 square feet of building space; and
WHEREAS, CSC will share the premises with Dallas Challenge consisting of 1,321
square feet of building space; and
WHEREAS, CSC will be responsible for providing services for the operation and
programming of a 96-Bed facility; and
WHEREAS, CSC will manage, supervise and operate the facility and receive,
supervise and care for each juvenile that is assigned to or enrolled in the
facility by a Court of competent jurisdiction; and
WHEREAS, Dallas County is responsible for the staff, maintenance of the
building, utilities, operating expense including electricity, natural gas,
water, sewage, trash collection and local telephone services; and
WHEREAS, the Assistant Director of Facilities Management, and the Director of
Juvenile and the Assistant District Attorney, Civil Section have reviewed the
terms of the License/Shared Use Agreement and concur.
IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Commissioners Court of
Dallas County, Texas that the County Judge is hereby authorized to execute a
License/Shared Use Agreement with the Correctional Services Corporation for
approximately 51,460 square feet of building space of which 1,321 square feet of
space is shared with Dallas Challenge for use as a 96-Bed Secure Facility
located at the Old Juvenile Detention Center, at 0000 Xxxxx Xxxxx, Xxxxxx,
Xxxxx, beginning September 1, 1998, ending upon the expiration or termination of
the contract with the CSC for operation of the facility, with Dallas County
providing maintenance staff, maintenance, utility operating services to include
electricity, natural gas, water, sewage, pest control, trash collection and
local telephone service.
DONE IN OPEN COURT this the 1st day of September, 1998.
By: Xxx X. Xxxxxxx By: Xxx Xxxxxxx By: Xxxx Xxxxxxxx
County Judge Commissioner District #1 Commissioner District #2
By: Xxxx Wiley Pride By: Xxxxxxx X. Xxxxxxxx
Xxxxxxxxxxxx Xxxxxxxx #0 Xxxxxxxxxxxx Xxxxxxxx #0
Recommended by: Xxx Xxxxxx
Assistant Administrator for Operations
CONTRACT
EXHIBIT "C"
SUBJECT TO DALLAS COUNTY COMMISSIONERS' COURT APPROVAL
LICENSE/SHARED USE AGREEMENT
DALLAS COUNTY JUVENILE DETENTION CENTER
0000 XXXXX XXXXX
XXXXXX XXXXXX, XXXXX AND THE DALLAS COUNTY
JUVENILE BOARD (DCJB)
and
CORRECTIONAL SERVICES CORPORATION
(CSC)
DATE: SEPTEMBER 1998
LICENSE/SHARED USE AGREEMENT
This Agreement is entered into to be effective the 1st day of September, 1998,
between Dallas County, Texas, (County), the Dallas County Juvenile Board (DCJB),
and Correctional Services Corporation, hereinafter referred to as ("CSC").
RECITALS:
WHEREAS, pursuant to Dallas County Request for Proposals Xx. 00-000, XXX, Xxxxxx
Xxxxxx xxx Xxxxxx Xxxxxx Xxxxxxxx Board have entered into a Contract that will
provide services for Dallas County and Dallas County Juvenile Board for the
purpose of operation and programming of the 96-Bed Secure Facility, to select
the operator for the 96-Bed Secure Facility that will be operated in the
Juvenile Detention Center located at 0000 Xxxxx Xxxxx, Xxxxxx, Xxxxx, forty four
(44) beds to be used for operations of a post adjudication program that will
serve as a "last chance" for juveniles who commit technical violations of their
probation and a maximum of fifty two (52) beds to be used as a detention center
for youth(s) with court cases pending, (hereinafter the "Contract"); and
WHEREAS, County has agreed to furnish the real and personal property as
described in the Request for Proposal 98-280 and the Contract for the use of
Correctional Services Corporation for the limited purpose of operation and
programming the Dallas County 96-Bed Secure Facility (hereinafter referred to as
"Facility", to be located on the campus of the Dallas County Juvenile Detention
Center, 0000 Xxxxx Xxxxx, Xxxxxx, Xxxxx); and
WHEREAS, the Dallas County Juvenile Department(hereinafter referred to as
"Juvenile Department") will serve as the designated County agency to oversee and
manage operations on behalf of Dallas County; and
WHEREAS, the Dallas County Commissioners Court has agreed to license the
Facility located at the Dallas County Juvenile Detention Center as requested by
CSC and DCJB.
NOW THEREFORE, subject to the mutual agreed terms, conditions, covenants and
warranties contained herein and conditioned upon strict compliance therewith,
County does hereby grant a license to CSC, including the right for CSC to permit
the use of the property by its agents, employees, invites, licensees and
assigned Juveniles and CSC does hereby take such License from County, on and
subject to the terms and conditions set forth, for the hereinafter described
property as follows:
2
I.
BASIC TERMS
(A) Definitions:
-----------
"County" means Dallas County acting through the Dallas County Commissioners
Court. As used in this License only, it does not include the Dallas County
Juvenile Board.
"CSC" means Correctional Services Corporation, and their officers, agents,
employees, invites, licensees, Juveniles, or visitors.
"DC" means Dallas Challenge, Inc. and their officers, agents, employees,
invitees, licenses, juveniles or visitors.
"DCJB" means the Dallas County Juvenile Board, its officers, department heads,
employees, invitees, contractors, sub-contracts and vendors.
"Essential Services" means heating, ventilating, air conditioning, and
furnishing of water, and utility connections reasonably necessary for occupancy
of the Premises for the use stated herein.
"Operating Expenses" means all expenses that County shall reasonably pay in
connection with the ownership, and maintenance of the building;
"Premises" means approximately 51,460 square feet of building, more or less,
and land area within the security fencing, including such fencing, and the
outside paved recreational area, known as the Dallas County 96-Bed Secure
Facility located at the County Juvenile Detention Center, 0000 Xxxxx Xxxxx, Xxxx
xx Xxxxxx, Xxxxx, as more specifically described in Exhibit "A" and as located
on Exhibit "B", both of which are attached hereto and incorporated herein by
reference as if fully reproduced herein, which area includes the Shared
Premises.
"Premises Common Area" means that portion of the Juvenile Detention Center
located at 0000 Xxxxx Xxxxx, Xxxx xx Xxxxxx, Xxxxx, intended for the common use
of CSC, DC and their officers, employees, agents, invitees, contractors and
subcontractors including among other facilities the parking areas, invitees,
contractors and subcontractors including among other facilities the parking
areas, private streets and alleys, landscaping, curbs, loading area, sidewalks,
lighting facilities, drinking fountains, and the like, but excluding (1) streets
and alleys maintained by the City of Dallas, (2) any area not owned by the
County or leased or licensed by the County to any other person or entity,
excluding the Shared Premises, or (3) areas where access is restricted by the
County including but not limited to, all maintenance equipment and facilities,
jail, detention or other secure facilities, excluding those licensed to CSC
herein, telephone, computer or financial areas, or any other area designated by
County as an employee only or restricted access or security area.
3
"Juveniles" shall mean those persons delivered into the possession and control
of CSC for placement in the 96-Bed Facility.
"Facility Operation Hours" means twenty four (24) hours per day, seven (7) days
per week.
"Shares Premises" means the approximately 1,321 square feet of the building more
or less, located in the Juvenile Detention Center, 0000 Xxxxx Xxxxx, Xxxxxx,
Xxxxx, as more particularly described in Exhibit "A" and as located as shown on
Exhibit "C", both attached hereto and incorporated by reference as if fully
reproduced herein word for word, which is shared by DC, County and CSC, and
their assigns, licensees, agents, officers, employees, representatives,
invitees, contractor and subcontractors, being one and the same as the Common
Area described in the Contract of which this is attachment "C".
"Facility" means the Premises, including the Shared Premises and Premises Common
Area.
(B) Address of County:
-----------------
Dallas County Facilities Management Department
000 Xxxxxxxx Xxxxxx Phone - (000)000-0000
9th Floor Fax - (000)000-0000
Xxxxxx, Xxxxx 00000
or other such address as may from time to time be designated by County in
writing.
(C) Address of CSC:
--------------
Correctional Services Corporation
Xxxxx X. Xxxxxxxx
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
or other such address as may from time to time be designated by CSC in writing.
II.
LICENSE
(A) Subject to the mutual agreed terms, conditions, covenants and warranties
contained herein and conditioned upon strict compliance and conditioned
therewith and the joint utilization of the Shared Premises by CSC and DC, the
County hereby grants a license to CSC to enter and use the Facility for the sole
purpose of operating and programming the 96-Bed Secure Facility as described in
Request for Proposals No. 98-280, and as described in the Contract with the
County and DCJB for providing those services, each of which are
4
incorporated herein as if fully reproduced word for word (hereinafter the
"Permitted Use"). It is agreed by all parties that the provisions of the
Contract supersede the provisions of the Request for Proposals No. 98-280
(Exhibit A to the Contract) and Contractor's proposal (Exhibit B to the
Contract), to the extent that there is conflict between provisions of the
documents.
(B) CSC is hereby granted, delegated and assigned the right to, and CSC hereby
agrees to independently manage, supervise and operate the Facility and is
solely responsible to receive, supervise and care for each Juvenile that is
assigned to and enrolled in the Facility by a Court of competent jurisdiction
pursuant to applicable law.
(C) This License shall permit the use of the Facility by CSC 24 hours a day, 365
days a year, until such right is terminated as hereinafter provided.
III.
LICENSE DURATION
The right of CSC to use the Facility shall, after execution of this agreement by
all parties, commence on the date specified in the Contract (the "Commencement
Date") and shall terminate, without further action or notice, upon the
termination of the Contract between CSC, County and DCJB and any renewal or
extension there of, for the services for which the Permitted Use is being
granted, unless terminated earlier as provided in the RFP, the Contract or
herein.
IV.
SECURITY DEPOSIT
CSC will deposit with the County Treasurer's Office a Security Deposit in the
amount of $10,000.00 in the form of a cashier's check or a performance bond.
Upon termination of this license and if the Facility and County personally is
surrendered to County in strict accordance with Paragraph XVIII (SURRENDER OF
REAL AND PERSONAL PROPERTY) the security deposit shall be returned to CSC or
notification will be given to the Bonding Company that the terms and conditions
of such bond have been complied with. If, in the sole determination of County,
the Facility and/or personally has not been surrendered in accordance with
Paragraph XVIII, County shall notify CSC of the cost required to restore the
Facility and the personally except for ordinary wear and tear, to good order,
condition and repair any damage. CSC agrees to pay to County such cost within
ten (10) days of the deposit of notice of such cost into the U. S. Mail,
certified or registered, return receipt requested. In the event that County has
not received payment in full by 4:00 P.M. on the tenth (l0th) day after such
notice is deposited in the U. S. Mail, County is hereby authorized by CSC to
apply all or any part of the security deposit held by the County in payment of
all or a portion of said cost. In the event that the cost is less than the
amount of the security deposit, the remainder will be returned to CSC. In the
event that the cost is more than the security deposit County shall xxxx CSC for
the difference, such amount CSC
5
agrees to pay upon receipt of such billing.
In the event that CSC has supplied a performance bond in lieu of a cash security
deposit, failure of CSC to timely pay the cost as billed to CSC by County shall
be an act of default and such default shall comply with any and all provisions
of the performance bond to permit County to make a valid claim on such bond.
V.
USE OF PREMISES
(A) Specific Use.
------------
(1) Premises. The Premises shall be occupied and used exclusively for the
Permitted Use of implementing and operating the Dallas County 96-Bed Secure
Residential Facility and shall not be used for any other purposes.
(2) Premises Common Area. With respect to the Premises Common Area, CSC
agrees that (1) County may from time to time designate specific areas for
parking of motor vehicles, limited to automobiles land light trucks (pick up
trucks and vans) owned by CSC, its employees, or invitees; (2) CSC, and its
employees agents, representatives, invitees, contractors and subcontractors
shall not interfere with or permit the interference with the right of other
persons to use the Premises Common Area; (3) County, at its sole discretion, may
temporarily close any part of the Premises Common Areas as may be necessary for
maintenance, repairs or alterations; (4) the roof(s) of the building(s) are
specifically not included in the common or other area and access thereto by CSC
and its employees, invitees, agents, representatives, contractors and
subcontractors is prohibited.
(3) Shared Premises and Use.
(a) CSC understands and agrees that County will enter into a
License/Shared Use Agreement with DC for the operation of a Truancy and Class C
Enforcement Center (the "Center") and will share the use of the Shared Premises
with CSC.
(b) CSC and its employees, invitees, agents, representatives,
contractors and subcontractors shall have the non-exclusive right to use the
Shared Premises Common Area (specifically excluding the roof or roofs) as
constituted from time to time, such use to be in common with DC, the County, its
Department heads, officers, employees, invitees, agents, representatives,
contractors and subcontractors, lessee(s), licensee(s) and assignees subject to
such reasonable rules and regulations governing use as County from time to time
may prescribe.
(c) DC shall have the non-exclusive right and joint use of the areas of
the Shared Premises and Common Area licensed to DC by County from 8:00 A.M. to
6:00 P.M. or until completion of any court or magistrate proceeding, Monday
through Friday of each Week as follows to be used by DC for the following
purposes:
6
(1) visitors entrance, to be ;used by DC for families to enter the
Shared Premises;
(2) visitation waiting areas, to be used by DC for use by families
waiting for interviews with Center staff and for court hearings;
(3) visitation rooms, to be used by DC for Center staff to use when
interviewing juveniles and families;
(4) police entrance, to be used by DC for law enforcement officials
transporting youth for processing by Center staff;
(5) secure holding rooms, to be used by DC for housing youth pending
processing by Center staff;
(6) court room, to be used by DC for court proceedings; and
(7) the police entrance control room, to be used by DC for office
space for Center staff responsible for providing entrance to the Shared Premises
by law enforcement officials transporting juveniles for processing by Center
staff.
All other uses and times are for the non-exclusive use of CSC.
(d) CSC agrees to timely furnish all schedules for the use of the
Shared Premises to DC and to fully co-operate with DC to allow for maximum
utilization of the Shared Premises and to prevent the disruption of any Court or
Magistrate proceedings. In the event of a conflict regarding the use of the
Share Premises that cannot be settled by mutual agreement of the parties
utilizing the Share Premises, such conflict shall be submitted to County for
resolution with such determination by County to be final.
(e) CSC shall have control of the security of the Shared Premises. DC,
its officers and employees, shall comply with and shall require that its agents,
representatives, invitees, contractors, subcontractor, licensee(s) and
assignees, if any, comply with any and all rules and regulations as may be
promulgated by CSC, or the County, its Department heads, officers, employees,
agents, representatives, invitees, contractors, subcontractors, licensee(s) and
assignees.
(f) DC shall provide a staff person to monitor the police entrance and
provide access to the Shared Premises for law enforcement officials transporting
Juveniles referred to the Center.
(g) CSC shall develop and furnish such rules and regulations that are
required to maintain the security of the Shared Premises for the joint non-
exclusive use by both CSC and DC. Such rules shall not interfere with, prevent
or restrict the operation of the Truancy and Class C Enforcement Center and/or
court or magistrate proceedings more than is required to maintain a secure
Facility. DC has agreed to conduct Center operations in the Shared Premises in
a manner that maintains the strict security of, and does not interfere with,
operations of the
7
secure juvenile facility by Dallas County, its contractors, including but not
limited to Correctional Services Corporation, licensee(s), assignees, and/or its
designee(s). Further, DC agrees to follow all rules and regulations of County,
including but not limited to those shown in Exhibit "C", which is incorporated
herein as if fully reproduced, word for word its Department heads, officers,
employees, agents, representatives, invitees, contractors, including but not
limited to Correctional Services Corporation, subcontractors, licensee(s) and
assignees, regarding security of the Shared Premises, including but not limited
to, access, assignment of keys, checking of or for weapons, and persons allowed
into and out of the Shared Premises. In this regard DC has agreed that DC will
provide adequate supervision of Juveniles held in both secure and non-secure
areas of the Shared Premises and provide adequate supervision of families
entering the Shared Premises for interviews and court proceedings.
(B) Covenants Regarding Use.
-----------------------
County and CSC agree that the use of the Facilities is conditioned upon strict
compliance with the terms and conditions of the RFP, the Contract and this
License. Failure to comply with such provisions shall, at the election of
County, be a breach of the Contract and County shall have the right, but not the
obligation, of termination of the Contract between the Parties. Failure of
County to enforce or require compliance with any occurrence or failure of CSC to
comply with such provisions shall not operate or be construed as a waiver of any
future occurrence.
In connection with its use of the Facility, CSC covenants and agrees to do the
following:
(1) CSC shall use the Facility only for the Permitted Use and shall
conduct its business thereon in a safe, careful, reputable and lawful manner and
shall keep and maintain the Facility and all County personally in as good a
condition as they were when CSC first took possession thereof other than normal
wear and tear.
(2) CSC shall not commit, nor allow to be committed, in, on or about the
Facility any act of civil disturbance or riot, harassment of any nature, or any
action or conduct actionable in State or Federal civil or criminal law; any act
of waste including any act which might deface, damage or destroy the Facility or
any part thereof; use or permit to be used on the Facility any equipment or
other thing which might cause injury to person or property or increase the
danger of fire or other casualty in, on or about the Facility; permit any
objectionable or offensive noise or odors to be emitted from the Facility; or do
anything, or permit anything to be done, except for ordinary wear and tear,
which would, in County's opinion, disturb or tend to disturb County.
(3) Throughout the term of this License, CSC shall prevent the presence,
use, generation, release, discharge, storage, disposal, or transportation of any
Hazardous Materials (as hereinafter defined) on, under, in, above, to, or from
the Facility, other than in strict compliance with all applicable federal,
state, and local laws, rules, regulations, and orders. For purposes of this
provision, the term "Hazardous Materials" shall mean and refer to any wastes,
materials, or other substances which require special handling or
8
treatment, under any applicable local, state, or federal law, rule, regulation,
or order.
CSC covenants and agrees that it will cause to be abated or shall xxxxx, at no
cost to County, any nuisances, health, environmental or safety dangers and shall
remediate or cause to be remediated all materials that may be in violation of
any laws pertaining to health or the environment, including without limitation,
the Comprehensive Environmental Response Compensation and Liability Act
(CERCLA), the Resource Conservation and Recovery Act (RCRA), the Texas Water
Code and the Texas Solid Waste Disposal Act, all as amended, caused by the
presence, use, generation, release, discharge, storage, disposal, or
transportation of any material by or at the direction of CSC.
(4) CSC shall not overload the floors of the Premises beyond their
designed weight-bearing capacity. County reserves the right, but no obligation,
to direct the positioning of all heavy equipment, furniture, fixtures which CSC
desires to place in the Premises so as to properly distribute the weight
thereof, and to require the removal of any equipment or furniture which exceeds
the weight limit specified by County.
(5) CSC shall not use the Facility, nor allow the Facility to be used for
any purpose, or in any manner which would, in County's sole opinion, increase
the risk of damage, partial destruction or destruction of the Facility, or any
portion thereof, invalidate any policy of insurance now or hereafter carried on
the Facility or increase the rate of premiums payable on any such insurance
policy. Should CSC fail to comply with this covenant, County may, at its option,
require CSC to stop engaging in such activity. Failure to comply with such
requirement constitutes a breach of this License and County may terminate this
License if such requirement is not met after thirty (30) days written notice to
CSC from County.
(6) CSC shall operate and manage the facility in such a manner to provide
a clean, safe and sanitary Facility and shall maintain sufficient discipline and
control of the Juveniles to prevent any injury (including death) to any person
or damage to the real or personal property of County by the Juveniles,
Juveniles' family, or other invitees.
(7) CSC will comply with all County Policies regarding the use of County
buildings, including but not limited to the Rules and Regulation attached hereto
as Exhibit "C", incorporated herein as if fully reproduced, word for word.
(8) CSC shall give immediate oral notice to County Facilities Department,
confirmed by Fax or written notice immediately, of any failure or problem with
any security or fire device or system, any failure or problems with any utility
or sewer, dumpster capacity or pick up schedule, vandalism or other damage to or
destruction of the Facility, or any portion thereof, or personal property of
County, any injury to or death of any person, or any litigation or claim by any
party involving CSC, and the Facility, County or DCJB.
(9) In the event of any fire or police emergency, CSC shall first notify
the appropriate
9
emergency response agency (911) and immediately thereafter shall orally notify
County of such occurrence and immediately confirm such notice by Fax.
(C) Compliance with Laws.
--------------------
CSC shall comply with all laws, statutes, ordinances, rules, regulations and
orders of any federal, state, county, municipal or other government agency
thereof having jurisdiction over and relating to the use of the facility,
janitorial and custodial care, maintenance, condition or occupancy of the
Facility, inclusive of all fire, emergency, environmental, health, safety and
any construction. CSC shall not be responsible for or required to make
structural repairs to the Facility unless such repairs are
the result of CSC's particular use of the Facility, CSC's intentional acts or
negligence or Juvenile's intentional acts or negligence while in the care,
custody and control of CSC.
(D) Compliance with Zoning.
----------------------
It being understood that applicable zoning ordinances and regulations are of
public record and that CSC knows the character of its operation on the Premises,
CSC shall have sole responsibility for its compliance therewith, and CSC's
inability to comply shall not be cause for CSC to terminate this License.
(E) Parking.
-------
CSC shall have the right to park employee and private passenger
vehicles on the parking lot during business hours. No vehicle will be
abandoned on the Facility. Sufficient parking will be designated to comply
with the American with Disabilities Act and to provide sufficient parking for
guests and visitors.
VI.
UTILITIES AND OTHER BUILDING SERVICES
(A) Services to be provided.
-----------------------
(1) Services to be provided by the County. County shall furnish CSC with
the following utilities and other building services in an amount considered by
County to be reasonably necessary for CSC's comfortable use and occupancy of the
Premises or as may be required by law or directed by governmental authority:
(a) Essential Services;
(b) Electricity, water and lighting for operating business machines
and equipment in the Premises;
(c) Water for lavatory and drinking purposes;
(d) The washing of exterior windows at intervals established by County;
(e) Repair and maintenance of the Premises and such personalty or
fixtures as provided by County to CSC, including, but not limited to, kitchen
and other food preparation and serving equipment furnished by County, heating
and air conditioning systems, and utility and sewer facilities supporting the
Premises;
(f) Dumpster facilities for trash collection;
10
(g) Sewage system
(h) Installation of Telephone System and instruments and payment of
Phone expense for Local (Non-Long Distance) Telephone Service;
(i) Assign adequate staff, and/or contracted services to the Facility
to meet maintenance needs; and
(j) Provide and maintain security and fire alarm systems at County's
expense.
(2) Services to be provided by CSC at its sole cost and expense.
(a) Janitorial and custodial care of the Facility;
(b) Responsible for all expenses for long-distance telephone services;
(c) Repair of all damages to County's property, real or personal,
caused by CSC or its agents, employees, contractors, subcontractors, licensees,
invitees or by Juveniles while in the care, custody, and control of CSC;
(d) Disposal of all trash and garbage from the Facility by placing same
in the dumpster provided by County. All wet garbage shall be transported in
water tight containers without leakage or spill onto the Facility or within
the Premises. In the event of any leakage or spill same shall be immediately
cleaned up. All garbage resulting from the preparation or serving of meals will
be placed in the dumpster within three (3) hours of the completion of any meal.
All trash shall be deposited into the dumpster daily. No trash or garbage, not
contained within the dumpster, will remain on the Facility or within the
Premises overnight. It the event that the dumpster facility is not adequate to
contain the trash and garbage for the period between the time the dumpster is
emptied, CSC shall notify County Facilities Management, orally and confirm such
notice in writing within two (2) days; and
(e) Notifying Dallas County of maintenance concerns.
(B) Additional Services. If CSC requests any other utilities or building
services in addition to those identified above or any of the above utilities or
Facility services in frequency, scope, quality or quantities greater than that
which County determines are normally required, County at its sole discretion
will determine if it will furnish CSC with such additional utilities or Facility
services. In the event County is able to and does furnish such additional
utilities or Facility services, the cost thereof shall be borne by CSC, who
shall reimburse County monthly for the same as provided in Paragraph VI (D)
(Payment for Utilities and Services) hereof. If CSC requests or installs any
lights, machines or equipment (including but not limited to computers),
permission for which CSC shall request in writing prior to installation, that
materially affect the temperature otherwise maintained by the Premises' air
conditioning system or generate substantially more heat in the Premises than
that which would normally be generated by the lights, business machines and
equipment typically used in the Premises, County shall have the right to
install any machinery or equipment which County considers reasonably necessary
in order to restore the temperature balance in the Premises, including that
which modifies the air conditioning system. County shall notify CSC in writing
of such need prior to County's installation of equipment that may materially
affect the temperature for equipment or HVAC upgrade
11
and CSC shall agree to such changes prior to installation of same.
All costs expended by County to install any such machinery and equipment and
any additional cost of operation and maintenance occasioned thereby shall be
borne by CSC, who shall reimburse County for the same as provided in Paragraph
VI (D) hereof. All such items become the property of County after installation
and acceptance. All warranties, if any, shall be issued in the name of the
County for its use and benefit. CSC shall not install nor connect any electrical
machinery or equipment other than the business machines and equipment typically
used for general office use by CSC in office buildings comparable to the
Premises, nor any water cooled machinery or equipment without County's prior
written consent. If County determines that the machinery or equipment to be so
installed or connected exceeds the designed load capacity of the Premises'
electrical system or is in any way incompatible therewith or will materially
affect utility costs, County shall have the right, as a condition to granting
this consent, to make such modifications to any utility system or other parts of
the Premises, or to require CSC to make such modification to the equipment to be
installed or connected. The cost of any such metering or modifications shall be
borne by CSC, who shall reimburse County for the same (or any portion thereof
paid by County) as provided in Paragraph VI (D) hereof.
(C) Interruption of Services. CSC understands, acknowledges and agrees that any
one or more of the utilities or other services may be interrupted by reason
of accident, emergency or other causes beyond County's control, or may be
discontinued or diminished temporarily by County or other persons until
certain repairs, alterations or improvements can be made; that County does
not represent or warrant the uninterrupted availability of such utilities or
services; and that any such interruption shall not be deemed as an eviction
or disturbance of CSC's right to possession, occupancy and use of the
Facility or any part thereof, or render County liable to CSC in damages, or
relieve CSC from the obligation to comply with the terms and conditions of
RFP 98-280, the Contract between CSC, County and DCJB or perform its
covenants under this License.
(D) Payment for Utilities and Services. The cost of additional utilities and
other services furnished by County at the request of CSC or as a result of CSC
activities as provided in Paragraph VI (B)(Additional Services) hereof shall
be paid by CSC, who shall be separately billed thereof and who shall reimburse
and pay County monthly for the same.
VII.
POSSESSION
Possession. Possession of the Property shall be in accordance with the
Contract Section 6 (Facility) Paragraphs (B) and (C).
12
VIII.
REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES
(A) Repair and Maintenance of Premises. County shall keep and maintain in good
order, condition and repair the roof, exterior and interior load-bearing
walls (including any plate glass windows comprising a part thereof),
foundation, basement, the common areas and facilities of the Premises and
electrical, plumbing, heating, ventilation and air conditioning systems
serving the Premises. Such maintenance services will be available Monday
through Friday, 7:00 A.M. to 3:30 P.M. and thereafter on an emergency basis
by calling (000)000-0000.
(B) Alterations. Installation or Improvements. In the event that CSC shall
determine that any alteration or improvement to the Facility or installation of
any system or equipment is required, CSC shall notify County of any
installation, alteration or improvement requested. County, at its sole
discretion, shall determine if such alteration, installation or improvement will
be permitted. CSC shall not make, nor permit to be made, any installation,
alterations or improvements to the Facility without the prior written consent of
the County. If County permits any installation, alterations or improvements,
County, at its sole election, may make such installation, alterations or
improvements with County forces or County contractor, or may allow CSC to make
such installation, alterations or improvements. In the event that CSC shall be
permitted to make such installation, alterations or improvements CSC shall
make the same in accordance with all applicable laws and building codes, in
a good workmanlike manner and in quality equal to or better than the
original construction of the Facility and shall comply with such
requirements as the County considers necessary or desirable including,
without limitation, requirements as to the manner in which and the times at
which such work shall be done and the contractor or subcontractors to be
selected to perform such work. CSC shall promptly pay all costs attributable
to such installation, alteration and improvements and shall not allow any
lien to attach to such property. CSC shall promptly repair any damage to the
Facility caused by any such alteration or improvements. Any installation,
alteration or improvements to the Facility, except CSC owned movable office
furniture and equipment, shall become part of the realty and title to the
property shall be in the County and shall not be removed by CSC.
(C) Trade fixtures. All trade fixtures installed on the Facility shall become
the property of Dallas County and shall not be removed by CSC at the expiration
or earlier termination of the License.
IX.
SIGNS
CSC shall not inscribe, paint, affix or display any signs, advertisements or
notices on the premises and visible from outside except for such CSC
identification information as County permits to be
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included or shown on the directory board in the main lobby and on CSC access
doors to the premises, with prior approval by County of the type, kind, content
and method of attachment. Additionally, CSC shall not inscribe, paint, or affix
to or display any signs, advertisements or notices from or on the premises
Common Area.
X.
FIRE OR OTHER CASUALTY
For the purposes of this section the term "Destruction of the Premises" shall
mean the destruction of or damage to the building, equipment therein and
attachments thereto by fire or other casualty that would prevent the housing of
any Juveniles in such a manner as to be in compliance with the Contract. The
term "Partial Destruction of the Premises" shall mean the destruction of or
damage to the building, equipment therein and attachments thereto by fire or
other casualty that will allow the housing of part or all of any Juveniles in
such a manner as to be in compliance with the Contract.
(A) Destruction of the Premises. If there should be a Destruction of the
Premises, as hereinabove defined, CSC and County shall make such arrangements as
are necessary for the safety and well being of such Juveniles. Upon request by
the County or DCJB, CSC shall transfer all Juveniles, including all records and
information, to either County or DCJB or their assignee's custody who shall
thereafter be responsible for their custody and control and payment to CSC
shall or shall not be made in conformity with the Contract.
County shall have the right and option, at its sole determination, to be
exercised within sixty (60) days following the date of the occurrence, to
give CSC written notice that either (1) County will reconstruct and restore
the Premises to a condition sufficient to allow CSC to provide the services
listed in RFP 98-280 and/or the Contract for all or a portion of the
Juveniles. In this event County and its contractors and subcontractors will
have the unrestricted right to enter upon the Facility for such
reconstruction or restoration. In this event this License agreement shall
remain in full force and effect for the duration of the License upon the same
terms, conditions and covenants contain here with such adjustment in cost as
may be contained in the Contract or (2) terminate this license as of the date
of the casualty.
(B) Partial Destruction of the Premises. If there should be a Partial
Destruction of the Premises, as hereinabove defined, CSC, County and DCJB shall
make such arrangements as are necessary for the safety and well being of such
Juveniles. CSC shall notify County and the DCJB, in writing, the number of
Juveniles that can be retained within the Facility. CSC and County and DCJB
shall agree on the number of Juveniles, if any, that requires transfer from the
Facility. Upon request by the County or DCJB, CSC shall transfer the Juveniles,
as agreed upon, including all records and information, to either County or DCJB
or their assignee's custody who shall thereafter be responsible for their
custody and control and payment to CSC shall or shall not be made in conformity
with the Contract.
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County shall have the right and option to either (l) repair or reconstruct
such damages to part of the Premises to substantially the same condition as it
was prior to the casualty and this license shall continue in full force and
effect for the duration of the License or (2) terminate this license as of the
date of the casualty.
(C) County Diligence. In the event County shall repair or reconstruct the
Premises, County shall use reasonable diligence in completing such
reconstruction repairs.
(D) Condition Precedent County's obligation to repair or reconstruct all or any
part of the Facility is conditioned upon the receipt of any and all insurance
proceeds, budget and fiscal requirements and restrictions, compliance with the
Constitution and Laws of the State of Texas and any and all grant or other
contractual matters affecting the Facility.
(E) County's Reconstruction. County's exercise of its option to reconstruct and
restore the Premises shall be limited to the repair and restoration of the
Premises in the same condition as was tendered to CSC at the Commencement
date of this License.
(F) Election of Remedies. Notwithstanding anything contained herein to the
contrary, in the event that any damage to the building or premises shall be
the result of the negligence or acts of CSC or Juveniles while in the care,
custody and control of CSC, County does not waive and specifically hereby
reserves all rights and remedies as provided by law.
XI.
INSURANCE AND INDEMNIFICATION
(A) Property Insurance. CSC shall, at all times during the term of this License
and at CSC's own expense, insure the Facility, (including Premises) against all
risk of loss or damage of whatever kind and nature by providing a Standard
All-risk insurance policy (including coverage against vandalism and malicious
mischief) insuring the Facility (including Premises) against all loss, damage
or destruction in the minimum sum of FOUR MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($4,500,000.00). The Juvenile Board of Dallas County and
Dallas County shall be the named insureds on such policy. In addition to the
insurance covering the Facility, CSC, shall, at all times during the term of
this License and at CSC's own expense, provide, as either a separate policy
or jointly with the Facility policy, an additional Standard All-risk
insurance policy (including coverage against vandalism and malicious
mischief) insuring the full replacement value of County's improvements,
alterations, modifications, trade fixtures, furniture, supplies, and all
items of personal property of County located on or within the Facility. The
Juvenile Board of Dallas County and Dallas County shall be the named insureds
on such insurance policy.
(B) Liability Insurance. CSC shall, at all times during the License term and at
its own expense, keep in full force and effect comprehensive general liability
insurance with "personal injury" coverage; commercial or business auto liability
insurance; and contractual liability coverage, with minimum limits of
$5,000,000.00 on account of bodily injuries to, or death of one person and an
aggregate of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) for any one
occurrence. The Juvenile Board of Dallas County and Dallas County shall be named
additional insureds on said policy.
(C) Workers' Compensation Insurance. CSC shall, at all times during the term of
this License and at its own expense, provide and keep in full force and
effect a policy of workers' compensation insurance for coverage in Texas with an
Employer's liability limit of:
Bodily Injury by accident - $500,000.00 each employee
Bodily Injury by disease - $500,000.00 policy limit
Bodily Injury by disease - $500,000.00 each employee
The Juvenile Board of Dallas County and Dallas County shall be named additional
insureds on such policy.
(D) CSC Property Insurance. CSC, at its sole cost and expense, shall, at all
times during the License term, keep in full force and effect such insurance as
required to fully insure the full replacement value of all personal property,
including but not limited to intellectual property that CSC shall have or
maintain on or within the Facility. CSC covenants and agrees that in the
event of any damage or destruction of such property that CSC will look solely
to such insurance for recovery of any and all cost or expense of, damage to
or damages resulting from the damage or destruction of such property without
cost or contribution from County or DCJB.
(E) Insurance Certificates. All insurance policies or duly executed certificates
for the same required to be carried by CSC under this License, together with
satisfactory evidence of the payment of the premium thereof, shall be deposited
with County within (10) days after execution of this License and upon renewals
of such policies not less than fifteen (15) days prior to the expiration of the
term of such coverage. All insurance required to be carried by CSC under this
License shall be in form and content, and written by insurers authorized to do
business in the State of Texas and acceptable to County, in its sole discretion.
If CSC shall fail to comply with any of the requirements relating to insurance,
County may obtain such insurance and CSC shall pay to County, the costs of said
premiums on demand or may be withheld by County from any sum payable by County
or DCJB to CSC.
(F) Premiums and Deductibles. All cost of insurance and any deductible shall be
paid in full by CSC without claim against or contribution of County or DCJB.
(G) Indemnity. Neither County, Dallas County Judge, Dallas County Commissioners,
its Department Heads, officers, employees, agents, invitees, contractors and
subcontractors nor DCJB, its members, Department Heads, offices, employees,
agents, invitees, contractors and subcontracts shall be liable to CSC or to
CSC's employees, agents, invitee, licensees, or to any other person
whomsoever, for any injury to person or damage
16
to property, on or about the Facility, including but not limited to,
consequential damage, (1) caused by any act or omission of CSC, its of officers,
employees, agents, licensees and concessionaires or of any other person entering
the Facility by express or implied invitation of CSC, or (2) arising out of the
use of the Facility by CSC, its officers, employees, agents, licensees, or
invite, or (3) arising out of any breach or default by CSC its officers,
employees, agents, licensees, or invitees, in the performance of its obligations
as shown RFP 98-280, the Contract or this License or (4) caused by the
improvements located in the Facility being out of repair or by defect in or
failure of equipment, pipes, or wiring, or by broken glass, or by backing up of
drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing
into the Facility, or (5) arising out of the failure or cessation of any service
provided by County.
Neither County, Dallas County Judge, Dallas County Commissioners, its
Department Heads, officers, employees, agents, invitees, contractors and
subcontractors nor DCJB, its members, Department Heads, office's, employees,
agents, invitees, contractors and subcontractors shall be liable to CSC for
any loss or damage that may be occasioned by or through the acts or omissions
of CSC on the Facility or of any other persons whomsoever. Further, neither
County, Dallas County Judge, Dallas County Commissioners, its employees,
agents, invitees, contractors and subcontractors nor DCJB, its members,
employees, agents, invitees, contractors and subcontracts shall be liable to
CSC for any inconvenience or loss to CSC in connection with any of the repair,
alteration, installation, maintenance, damage, destruction, restoration, or
replacement referred to in this License.
To the fullest extent allowed by law, CSC agrees to indemnify and hold harmless
County, Dallas County Judge, Dallas County Commissioners, its Department Heads,
officers, employees, agents, representatives, invitees, contractors and
subcontractors and DCJB, its members, employees, agents, invitees, contractors
and subcontractors against all claims, demands, actions, suits, losses, damages,
liabilities, costs and/or expenses of every kind and nature (including, but not
limited to, court costs, litigation expenses and attorneys fees) and all
recoverable interest thereon, incurred by or sought to be imposed on County,
Dallas County Judge, Dallas County Commissioners, its Department Heads,
officers, employees, agents, representatives, invitees, contractors and
subcontractors and DCJB, its members, employees, agents, invitees, contractors
and subcontractors because of injury (including death) or damage to property
(whether real, personal or inchoate), arising out of or in any way related
(whether directly or indirectly, causally or otherwise) to: (1) the performance
of, attempted performance of, or failure to perform, operations or work under
the Contract by CSC, its subcontractors and/or any other person or entity; (2)
the use or condition of the Facility, including the Premises, (3) the selection,
provision, use or failure to use, by any person or entity, of any tools,
supplies, materials, equipment or vehicles (whether owned or supplied by County,
Contractor, or any other person or entity) in connection with said work or
operations; (4) the presence on the Facility of CSC, its officers,
subcontractors employees, suppliers, vendors, invitees, Juveniles and their
invitees, or any other person entering onto the Facility on in the Premises
whether or not such person is acting by or on behalf of CSC; or (5) the actions
or inactions, intentional or otherwise of CSC, its officers, employees, agents,
representatives, subcontractors, vendors,
17
material persons, the Juveniles and their invitees or any other person present
in the Facility or the Premises or performing any act or service on CSC's behalf
or at its request; (6) the actions or inactions of Juveniles while in the care,
custody and control of CSC. This indemnity shall apply, whether or not any such
injury or damage has been, or is alleged to have been, caused in whole or in
part by the negligence or fault of County, Dallas County Judge, Dallas County
Commissioners, its Department Heads, officers, employees, agents,
representatives, invitees, contractors and subcontractors and DCJB, its members,
employees, agents, invitees, contractors and subcontractors or on any other
theory of liability, including negligence, intentional wrongdoing, strict
products liability or the breach of non-delegable duty. CSC further agrees to
defend (at the election of County) against any claim, demand, action or suit for
which indemnification is provided hereunder at its sole cost and expense, paying
same as they shall become due.
Without in any way limiting or restricting the indemnification and defense
agreements stated above, CSC agrees that it is the intention of the parties
hereto that CSC and its insurers bear the entire risk of loss or injury to
any of CSC's employees, officers, "borrowed servants," agents, representatives,
subcontractors, vendors, materialmen, Juveniles or their invitees, or any other
person present on the Facility or performing any other act or service on CSC's
behalf or at its request, or receiving services from CSC, whether or not any
such loss or injury is caused in whole or in part by any negligence or fault of
County, Dallas County Judge, Dallas County Commissioners, its Department Heads,
officers, employees, agents, representatives, invitees, contractors and
subcontractors and DCJB, its members, employees, agents, invitees, contractors
and subcontracts and without claim against or seeking any contribution therefor
from County, the Dallas County Judge, Dallas County Commissioners, Department
Heads, officers, employees, agents, representatives, invitees, contractors and
subcontractors and DCJB, its members, employees, agents, representatives,
invitees, contractors and subcontractors or their insurers.
XII.
LICENSE ASSIGNMENT OR SUBLETTING
This agreement, being a license, grants the right of use to CSC individually
and is not transferable by CSC. CSC shall neither assign this License nor
sublet all or any part of the Facility without a formal order of the Dallas
County Commissioners Court approving such assignment or sublicense.
XIII.
DEFAULT BY CSC
In the event CSC shall breach its covenants or obligations hereunder, and shall
be and remain in default for a period of thirty (30) days after written notice
from County of such default, County
18
shall have the right and privilege of terminating this License and declaring the
same at an end, and of entering upon and taking possession of said Facility, and
shall have the remedies now or hereafter provided by law for repossession of the
Facility and damages occasioned by such default.
XIV.
DEFAULT BY COUNTY
In the event County shall breach or be in default in the performance of any of
the covenants or obligations imposed upon County by this License, and shall
remain in default for a period of thirty (30) days after written notice from CSC
to County of such default, CSC shall have, as CSC's sole remedy, the right and
privilege of terminating this License after furnishing 30 days written notice to
County.
XV.
ACCESS TO FACILITY
County, its employees and agents shall have the right to enter any part of the
Facility at all reasonable times for the purpose of examining or inspecting the
same, showing the same to prospective purchasers, mortgagees or Lessees and for
making such repairs, alterations or improvements to the Facility as County may
deem necessary or desirable.
If representatives of CSC shall not be present to open and permit such entry
into the Facility at any time when such entry is necessary or permitted
hereunder, County and its employees and agents may enter the Facility by means
of a master key or otherwise. County shall incur no liability to CSC for such
entry, nor shall such entry constitute an eviction of CSC or a termination of
the License.
XVI.
TERMINATION
Subject to the repair, replacement or reproduction of the Facility or any
portion thereof, including but not limited to the Premises, due to fire or other
casualties, this License may be terminated as follows: (1) without further
action or notice, upon the termination or breach of the terms of RFP 98-280 or
the Contract between CSC, County and DCJB and any renewal or extension there of,
for the services for which the use is being granted or (2) either CSC or County
shall have the right, without cause, to terminate the License by giving ninety
(90) days written notice in advance to the other party or (3) County is in
default or is in violation of any term of the License, or (4) CSC is in default
or is in violation of any term of the License, or(5) as otherwise provided in
this License/Shared Use Agreement.
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XVII.
SURVIVAL
All Indemnification provisions, including but limited to section XI
(g)(Indemnity) of this agreement; all insurance provisions, including but not
limited to sections XI (a) (Property Insurance), (b)(Liability Insurance),
(c)(Worker' Compensation Insurance), (d)(Insurance); and (f)(Premiums and
Deductibles), section IV (Security Deposit); section XVIII (Surrender of
Facility and Personal Property); all of section X (Fire and Casualty), and
section V (B) (3) (Hazardous Materials), shall not be extinguished by the
termination of this License, but shall survive the termination until (1) final
payment made, and/or (2) completion of any and all litigation until final and
unappealable order or judgment has been entered, and/or (3) all insurance claims
settled and paid, and/or (4) such item has been fully complied with or (5) the
expiration of ten (10) years, whichever shall first occur, and shall bind and
benefit the respective parties and their Legal successors and assigns.
XVIII.
SURRENDER OF FACILITY
Upon the expiration or earlier termination of the License, CSC shall surrender
the Facility and all County personally to County, together with all alterations,
improvements and other property as provided elsewhere herein, in broom-clean
condition and in good order, condition and repair, except for ordinary wear and
tear. CSC shall promptly repair any damage caused by removal of its personal
property and shall restore the Facility to the condition existing prior to the
installation of the items so removed.
XIX.
CONDEMNATION
(A) If the Facility cannot be used for the purpose contemplated by this License
because of condemnation or purchase in lieu of condemnation, this License will
terminate.
(B) CSC will have no claim to the condemnation award or proceeds in lieu of
condemnation.
XX.
LIMITATION OF WARRANTIES
There are no implied warranties of merchantability, of fitness for the
particular purpose, or of any other kind arising out of this License, and there
are no warranties that extend beyond those expressly stated in this License,
including any statutory warranty.
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XXI.
NOTICES
Except as otherwise stated herein, any notice, demand or request required or
permitted to be given under this License or any law shall be deemed to have been
given if reduced to writing and delivered in person or mailed by overnight or
Registered Mail, postage paid, to the party who is to receive such notice,
demand or request at the addresses set forth at paragraph I(B) or I(C) and
below, as applicable, or at such other address as County or CSC may specify from
time to time by written notice. Such notice, demand or request, except as
otherwise stated herein, shall be deemed to have been given three (3) days
subsequent to the date it was so delivered or mailed.
COUNTY: CSC:
County of Dallas Correctional Services Corporation
Facilities Management Department Xxxxx X. Xxxxxxxx
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx President and CEO
Xxxxxx, Xxxxx 00000 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
XII.
RELATIONSHIP OF THE PARTIES
CSC is an independent contractor and not an agent, servant or employee of Dallas
County. CSC represents and warrants that it has sole control over the Facility
and is solely responsible for the day to day condition, operation and use of the
Facility, independently making all decisions regarding the condition and each
operation or use thereof.
XXIII.
MISCELLANEOUS GENERAL PROVISIONS
(A) Applicable Law: This License and all matters pertinent thereto shall be
construed and enforced in accordance with the Constitution and laws of the
State of Texas and venue shall be in Dallas County, Texas. Notwithstanding
anything herein to the Contrary, this License is expressly made subject to
County's Sovereign Immunity, Title 5, TEXAS CIVIL REMEDIES CODE, and all
applicable State of Texas and Federal Laws.
(B) Entire License: This License, including all Exhibits, and Addendum,
constitutes the entire License between the parties hereto and may not be
modified except by an instrument in writing executed by the parties hereto.
(C) Binding Effect: This License and the respective rights and obligations of
the parties hereto shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto as well as the parties themselves;
provided, however, that County, its
21
successors and assigns shall be obligated to perform County's covenants under
this License only during the term of this License.
(D) Severability: If any provision of this license shall be held invalid, void
or unenforceable, the remaining provisions hereof shall not be affected or
impaired, and such remaining provisions shall remain in full force and effect.
(E) Default/Waiver/Mitigation: It is not a waiver of default if the non-
defaulting party fails to declare immediately a default or delays in taking any
action. Pursuit of any remedies set forth in this License does not preclude
pursuit of other remedies in this License or provided by law. CSC has a duty to
mitigate damages.
(F) Rights and Remedies Cumulative: The rights and remedies provided by this
License are cumulative, and either party's using any right or remedy will not
preclude or waive its right to use any other remedy. These rights and remedies
are in addition to any other rights the parties may have by law, statute,
ordinance, or otherwise.
(G) Binding Agreement/Parties Bound CSC certifies that the person executing this
License has full authority and is authorized to execute License on behalf of
CSC. A corporate resolution, duly passed by CSC, evidencing such authority
shall be furnished to County on the date of execution of this License and
constitutes a legal and binding obligation of the parties, their successors
and permitted assignees.
(H) Amendment. This License may not be amended except in a written instrument
specifically referring to this Agreement, approved by formal Order of Dallas
County Commissioners Court, and signed by the parties hereto.
(I) Counterparts. This License may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
COUNTY OF DALLAS CORRECTIONAL SERVICES
CORPORATION
BY: Xxx X. Xxxxxxx By: Xxxxx X. Xxxxxxxx
Presiding County Judge Title: President and CEO
Date: 9/1/98 Date: 9/10/98
APPROVED AS TO FORM:
By: Xxxx Xxxxxx
Assistant District Attorney, Civil Section
