OPERATIONS AND MANAGEMENT AGREEMENT
for the
Xxxxxx County Correctional Center
This Operations and Management Agreement for the Xxxxxx County Correctional
Center (the "Agreement") is made as of the 12th day of June, 1998 (the
"Effective Date"), by and between Correctional Services Corporation, 0000 Xxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxx 00000, (the "Contractor") and Xxxxxx
County, Texas, Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 (the "County"), a
governmental entity of the State of Texas, upon the terms, conditions and
provisions herein set forth.
WITNESSETH
WHEREAS, the County leases the adult detention facility located on Xxxxx Xxxxx
Xxxxxxx 00 xx Xxxxxx Xxxxxx, Xxxxx known as the Xxxxxx County Correctional
Center (the "Center"); and,
WHEREAS, the County desires and has the authority to enter into a contract under
which the Contractor shall operate and manage the Center in compliance with all
applicable Federal, State and Local laws and ordinances; and,
NOW THEREFORE, in consideration of the mutual rights, duties, benefits and
obligations herein exchanged, the parties hereto covenant, agree and bind
themselves as follows:
ARTICLE ONE
Purposes
1.01 The Contractor shall manage, supervise and operate the Center for the
County and receive, supervise and care for each inmate that is assigned to the
Center by the County pursuant to applicable law. The Contractor shall accept
inmates that are qualified to be housed in the Center as it is currently
licensed and that are assigned by the County from a jurisdiction that enters
into a joint powers agreement or interlocal government agreement with the County
(an "Inmate Contract") to reserve space for the on-going placement of inmates in
the Center, or a jurisdiction that contracts with the County to house one or
more individuals in the Center.
1.02 The Contractor shall manage and supervise the Center to remain in
compliance with all local, State and Federal health, fire and safety codes and
shall document such compliance at the beginning of each fiscal year. Such
documentation shall consist of certificates from the local health department,
Fire Xxxxxxxx and building inspector and copies thereof shall be forwarded to
the County as required or requested. The Center shall be managed, operated
maintained and utilized in conformance and compliance with applicable law, the
standards and regulations of the Texas Commission on Jail Standards ("TCJS").
ARTICLE TWO
Term
2.01 This Agreement is effective on and shall commence on the Effective Date
set forth in the initial paragraph of this Agreement. The original term of this
Agreement shall be five (5) years from the Effective Date (the "Term").
2.02 Except as set forth herein, the County may unilaterally terminate this
Agreement at any time only for reason of Contractor's failure to operate or
cause the operation of the Center in compliance with the terms of this
Agreement, State law, and/or the applicable standards of the Texas Commission on
Jail Standards, or default under this Agreement. However, prior to any such
termination, the County shall give written notice by certified mail to the
Contractor of such deficiency. Contractor shall attempt to correct deficiencies
within 90 days from receipt of such notice. Within ten days of receiving the
written notice from the County, the Contractor shall submit a plan of
corrections to the County indicating action to be taken and the time frame for
full compliance. The County shall review the plan of correction and shall either
concur with the plan or identify corrective actions to be taken and state any
extended time frame for completion. At the end of the specified time frame, the
County may again inspect for deficiencies at the Center to ensure compliance
with the plan and if the deficiencies have not been corrected the County may
terminate this Agreement.
2.03 The Contractor may, upon 90-days written notice to the County,
unilaterally terminate this Agreement. The Contractor shall give written notice
by certified mail to the County of such termination.
ARTICLE THREE
Center Costs and Payments
3.01 The Contractor shall provide a billing service to the County and is
authorized to xxxx all Center Revenues on behalf of and in the name of the
County. "Center Revenues" shall include all receipts arising from the operation
of the Center from and after the Effective Date of this Agreement, including,
without limitation, payments received for the incarceration, detention or
housing of inmates, phone revenues and all other moneys or fees generated by the
operation of the Center, but excluding any fees generated by the Contractor
which are not directly related to the Center, including, without limitation,
fees for transportation to or from the Center, supervision fees outside the
Center or brokerage fees relating to the placement of inmates. All payments
shall be made to the County Treasurer.
3.02 Each month during the term of this Agreement, (a) County shall be
entitled to a fee (the "Inmate Fee") equal to $1.50 per non-County inmate per
day for each full day paid during the month that the inmate is housed at the
Center pursuant to an Inmate Contract; and (b) Contractor shall be entitled to a
fee (the "Contractor Fee") equal to $500,000 per month for its management of the
Center. Beginning on January 1, 1999, the Contractor Fee shall be adjusted as
provided in Exhibit 2. For these purposes a day shall be a twenty-four hour
period beginning at midnight (12:00 a.m.)
3.03 All Center Revenues shall be accounted for on a monthly basis and will
be distributed by the County Treasurer in the following month, within three (3)
business days of receipt (e.g.: Center Revenues for January will be distributed
in February):
a. First, $190,000 to the County to pay the County's debt service and
required maintenance reserves for the Center.
b. Second, 1/12 of the expected ad valorem taxes on the Center to a
trust account created for such purpose. The expected ad valorem taxes shall be
equal to the valuation of the Center for the most recent year provided by the
Xxxxxx County Appraisal District. Each year after the payment of ad valorem
taxes on the Center, any excess funds in the trust account shall be disbursed to
the Contractor and treated as Center Revenues.
c. Third, the Inmate Fee to the County.
d. Fourth, a wire transfer in immediately available funds to the
Contractor to reimburse it for the payment of all expenses relating to the
operation of the Center, including but not limited to the costs of maintenance,
repairs, transportation, utilities, supplies, food service, medical care,
salaries and benefits of individuals employed and a reasonable allocation of
Contractor's overhead incurred in connection with the operation of the Center.
e. Fifth, by wire transfer in immediately available funds the
Contractor Fee due for the prior month and all prior unpaid Contractor Fees to
Contractor.
f. Sixth, the balance, if any, to the Contractor, but only until the
Contractor Fee is equal to 80% of the total compensation (excluding
reimbursement for expenses as provided in (d) above) to the extent allowed in
section 5.03(2) of Revenue Procedure 97-13.
g. Seventh, the balance to the County.
3.04 The Contractor shall participate in an annual program evaluation and
annual audit of the Center including the maintenance and availability of an
accurate and up-to-date accounting program, and inmate trust fund financial
records.
3.05 The Contractor shall submit to the County, First Union National Bank
(the "Trustee"), its counsel, Allstate Insurance Company or their designees, no
later than the fifth day of each month, an accounting of all Center Revenues and
expenses and a calculation of the Inmate Fee for the month. Additionally, the
Contractor and the County agree to cooperate with the Trustee in connection with
an annual audit by the Trustee of the revenues and expenses of the Center.
3.06 Services that are desired by the County, or a jurisdiction in contract
with the County for detention services, that are not included in this Agreement,
shall be negotiated for between the County and the Contractor. Additional
charges for services not in the Agreement shall be as agreed upon between the
Contractor and the County and placed in an addendum to this Agreement
3.07 The Contractor may enter into agreements with vendors for services to be
performed at the Center, including for inmate telephone service and commissary
operations at their option. All commissions from inmate telephone service and
income from commissary operations may be utilized at the Contractor's
discretion. The cost to the inmates for commissary items shall be based on
actual cost of goods plus taxes and xxxx-ups for overhead and personnel. Sales
prices for goods shall be comparable to that available in local retail stores
for the same or similar goods. Inmate telephone service shall be in accordance
with regulations of the Public Utilities Commission.
3.08 The Contractor agrees to provide the County with space to house up to
twenty (20) County prisoners per day on an as needed and space available basis
at the rate of $25.00 per day. All other County prisoners will be housed on an
as needed and space available basis at the lowest market rate per diem being
charged under the Inmate Contracts.
ARTICLE FOUR
Duties of the Contractor
4.01 The Contractor shall manage, operate and provide, or cause the operation
and provision under Contractor's supervision and primary responsibility, of the
services required to comply with the Inmate Contracts, TCJS standards,
applicable law and as required to maintain the licenses required to operate the
Center.
4.02 Contractor, with the County's assistance, as requested, shall obtain and
maintain all of the proper and required local, State and federal permits,
licenses and certifications necessary for the Center. The Contractor shall
maintain such certifications as required. If after such certifications have been
obtained, the Contractor is required by the County, State law, other applicable
law, court order, rules and procedures, or TCJS standards, to perform additional
work or services, or to modify the Center, the County and the Contractor shall
consult and, if appropriate, agree upon a temporary increase in the schedule of
payments sufficient over a reasonable period of time to reimburse the Contractor
for the cost of such operational modifications.
4.03 Notwithstanding anything contained herein to the contrary, the County
shall have no liability for any employees, agents, subcontractors or assigns of
the Contractor. The Contractor hereby agrees to indemnify and hold the County
and its officials, officers, or employees, harmless from all cost, claims,
expenses and liabilities whatsoever which may be incurred by or arising from any
and all acts done or omitted to be done by Contractor or its employees, agents
or subcontractors and assigns of the Contractor, in connection with services
performed or to be performed under this Agreement.
4.04 The interviewing, hiring, training, assignment, certification, control,
management, compensation, benefits, promotion and termination of all members of
the Center's administration and staff shall be the responsibility and obligation
of the Contractor, but shall be a reimbursable expense of operating the Center.
The Contractor shall furnish reports on such matters to the County when so
requested. The Contractor will use its best efforts to hire and train local
personnel.
4.05 The Contractor is associated with the County for the purposes and to the
extent set forth in this Agreement for the performance of operations and
management services for the Center, and Contractor is and shall be an
independent contractor and, subject to the terms of this Agreement shall have
the sole right to supervise, manage, operate, control, and direct the
performance of the details incident to its duties under this Agreement. Nothing
contained in this Agreement shall be deemed or construed to create a partnership
or joint venture, to create the relationships of an employer-employee or
principal agent, or to otherwise create any liability for the County whatsoever
with respect to the indebtedness, liabilities, and obligations of the
Contractor. The Contractor shall be solely liable for payment of all federal
income, F.I.C.A, and other taxes owed or claimed to be owed by the Contractor,
arising out of this Agreement, and the Contractor shall indemnify and hold the
County harmless from and against, and shall defend the County against any and
all losses, damages, claims, costs, penalties, liabilities, and expenses
whatsoever arising or incurred because of, incident to, or otherwise with
respect to any such taxes.
4.06 The Contractor shall maintain the exterior walls, roof, foundation, and
all outside utilities in good repair except for reasonable wear and tear. Such
maintenance includes the duty to repair and/or replace components of the
building that may be damaged due to neglect; with quality equivalent to the
original component.
4.07 The Contractor shall provide the services hereinafter set forth as
reimbursable expenses consistent with section 3.03(d):
A. Maintain all interior walls and ceilings, window glass, doors,
electrical fixtures, and plumbing fixtures in good repair; painting all interior
walls, as required, and furnishing furnace filters.
B. All usual janitorial and maintenance service including sweeping and
mopping of floors, trash disposal, cleaning of window, dusting and replacement
of light bulbs.
C. Maintain grounds of the Center, mowing, trimming, watering of plants
and lawn to maintain a good cosmetic appearance of the grounds.
D. Periodically have the Center fumigated and/or sprayed for insects and
rodents.
4.08 Contractor is not, by the execution of this Agreement, accepting or
assuming any liability, obligation, responsibility, or duty required by any
contract, lease or other agreement entered into, executed or agreed to by any
prior operator of the Center.
ARTICLE FIVE
Medical Care
5.01 Except as required by lawful authority, the Contractor will not accept
or admit into the Center any offender who represents a significant health or
medical risk and the County shall not assign any such offender. Arresting
officers must have a release from a physician for any arrestee that has obvious
medical problems such as cuts, broken bones, etc. prior to bringing the offender
to the Center.
5.02 Should an inmate from a jurisdiction other than the County be hospitalized
for any reason, except as otherwise provided in an Inmate Contract, the
Contractor shall be responsible for maintaining security. The County shall be
responsible for County inmates which are hospitalized.
ARTICLE SIX
Compliance With Standards
6.01 The Contractor shall prepare and adopt a Procedures Manual for the
operation of the Center so as to assure that the Center is operated fully in
accordance with State and other applicable laws and regulations, rules and
procedures promulgated by the County and standards promulgated by the TCJS. The
Contractor shall, from time to time, make such modifications and corrections in
the said Procedures manual as are necessary to keep the Center in compliance
with such laws, regulations and standards.
6.02 Training of personnel employed at the Center, including such security,
professional, law enforcement and cultural sensitivity training and education as
may be required by the TCJS standards or the Texas Commission on Law Enforcement
Standards and Education.
6.03 The Contractor shall maintain a Certificate of Compliance issued by the
TCJS and will to the extent that it may reasonably do so obtain an accreditation
by the American Correctional Association. The Contractor shall also attempt to
comply with the American Correctional Association standards.
ARTICLE SEVEN
Duties of the County
7.01 The County shall cooperate with the Contractor in all matters of law
enforcement, security and communications and shall use its best efforts to
obtain such cooperation from the law enforcement agencies within the County and
State.
7.02 The County shall assist and cooperate with the Contractor in obtaining
and providing information needed by the Contractor in the screening of
candidates for employment; including NCIC checks and driving records.
7.03 It is agreed that the first priority for bed space in the Center is to
assure space is available for such persons that are detained by the County
Sheriff. However, the County and Contractor agree it shall be to their mutual
benefit that the Center be utilized by an inmate population within the design
limits of bed capacity. To this end, and throughout the term of the Agreement,
the County and Contractor agree to cooperate and work to manage and limit
vacancies by contracting with other jurisdictions for the housing of their
offenders.
7.04 The County and the Sheriff shall cooperate with Contractor in all
matters of law enforcement, security and communications. The County and the
Sheriff shall assist Contractor at the request of the Contractor in the
training, at Contractor's expense, of Contractor's employees hired to operate
the Center. The Sheriff shall assist and cooperate with Contractor for purposes
of obtaining such licensing as may be required by State or federal law for the
aforementioned Contractor employees. The County and the Sheriff shall assist
and cooperate with Contractor in providing information requested by Contractor
in the screening of candidates for employment to the extent such information may
be lawfully obtained or released under federal or State law. The County and the
Sheriff will verify that all Contractor employees undertaking jailer duties are
certified, as required, by law.
7.05 The County shall diligently process and enter into all lawful and
necessary agreements with any prisoner transfer sources as may be necessary to
facilitate the receipt and incarceration of eligible high-risk and non-high-risk
prisoners in the Center. To the extent permitted by law, County will enter into
all Inmate Contracts including those relating to prisoners from out-of-state,
presented by and acceptable to Contractor that are authorized by, and comply
with all applicable governmental requirements for the type of prisoners for
which the Center is licensed. The County shall place all inmates acquired
pursuant to Inmate Contracts in the Center once approved by Contractor.
7.06 County will cooperate with Contractor to obtain all necessary approvals
for operation of the Center, including but not limited to securing use permits
and licensing. County will cooperate with Contractor to obtain all necessary
approvals for expansions of the Center and will consent to any reasonable
expansion plan presented by Contractor. County and Contractor agree that any
expansions to the Center will involve a significant capital outlay by Contractor
and that this Agreement shall be amended to enable Contractor to recoup its
capital outlay during the term of this Agreement; either through reduced Inmate
Fees to the County or recoupment of unamortized costs upon the termination of
this Agreement, subject to the County Commissioners Court approval.
7.07 The County agrees that it will not impose any taxes, levies, fees or
other impositions upon Contractor which are not either a) mandated by state law,
or b) generally applicable to all citizens or businesses within Xxxxxx County
and which are not designed to place a disproportionate burden.
7.08 The Sheriff has executed this Agreement in the space provided herein to
evidence his written approval of this Agreement as required by Section 351.102
of the Texas Local Government Code.
7.09 It is understood and agreed that the County is not obligated to pay any
amounts due from it hereunder from any source other than Center Revenues
actually available therefor, and that Center Revenues are the sole source of
funding therefor.
ARTICLE EIGHT
Liability and Indemnity
8.01 The County and the Contractor agree to use their best efforts to ensure
that neither becomes responsible for any actions taken with regard to any inmate
prior to the delivery of such inmate to the Contractor's employees, officers,
and agents at the Center. To the extent possible and allowed by law, the County
and Contractor will insure that all Inmate Contracts with other jurisdictions
provide that the contracting jurisdiction shall, to the extent allowed by law,
defend, indemnify and hold harmless the County and Contractor for any claims,
damages or losses arising, or alleged to have arisen from act or failures to
act, including but not limited to claims of false arrest, false imprisonment,
wrongful detention, violation of civil rights, and all other claims of a similar
nature, occurring prior to the delivery of any inmate to the Center, or
occurring after the release of any inmate therefrom to the contracting
jurisdiction or assigning agency.
8.02 Contractor agrees to and hereby does defend, hold harmless and indemnify
THE COUNTY and its officers, directors, employees, agents and representatives
from and against any and all claims, damages, demands, loss costs, assessments
and expenses incurred or suffered by the County that arise out of or result from
any cause or claim or any negligent or wrongful act or failure to act pursuant
to the provisions of this Agreement by the Contractor or its officers,
employees, agents or representatives, or its subcontractors or assigns, but not
including liability, claims, damages, losses, or expenses, including attorneys'
fees, caused by, or resulting from, in whole or in part, the negligent act, or
omission of, the County or the agents or employees of the County, or any legal
entity for whose negligent action or omission any of these may be liable.
8.03 The Contractor agrees to and does hereby assume responsibility for the
maintenance and repair of the real and personal property that is (a) owned by
the County or the Contractor; (b) located at the Center; and (c) used by the
Contractor in the operation or maintenance of the Center.
8.04 Notwithstanding the foregoing or any other term or provision or condition
of this Agreement, as to third parties and third party claims, nothing in this
Agreement is intended to nor shall be interpreted to: (a) waive or deprive the
County or the Contractor of any legal defense; (b) give, grant or bestow any
legal right, defense or benefit upon any third party, or; (c) deprive the County
or the Contractor of the benefits of any legal defense including sovereign and
official immunity, or the benefits of any law limiting damages.
ARTICLE NINE
Insurance
9.01 Contractor shall obtain and maintain in force during the term of this
Agreement beginning not later then the commencement date, the greater of, (i)
the amounts of insurance shown on Exhibit 1 . Save and except as hereafter
modified by the parties in writing, such insurance shall be in addition to the
coverage maintained or required to be maintained by the County and shall insure
against all claims whatsoever against Contractor or County, or their officers,
employees, agents and representatives in connection with the detention, care,
security, housing and training of inmates of the Center, including but not
limited to claims based on violations or alleged violations of civil rights
arising from services performed by Contractor or its employees, agents,
subcontractors or assigns pursuant to this Agreement.
9.02 During the Term of this Agreement, the Contractor shall as a reimbursable
expense obtain, keep and maintain in full force and effect, a policy or policies
providing worker's compensation insurance (or its approved and authorized
equivalent) in amounts not less than as shown on Exhibit 1.
9.03 Prior to the Effective Date the Contractor shall assure the County that
the insurance required pursuant to this Article 9 and Exhibit 1 is in full
effect. The Contractor shall secure such insurance, or additional insurance,
through companies licensed to do business in the State of Texas.
9.04 Save and except as specifically provided in this Article Ten, each and
every insurance policy required by this Article Ten shall name the County and
the Trustee as an additional insured and shall provide that such policy may not
be canceled or modified except upon at least thirty calendar days notice in
writing to the Contractor, the County, and the Trustee.
9.05 Contractor shall provide to the County and the Trustee insurance
certificates as proof of the insurance policies obtained, and if, through no
fault of the Contractor, such insurance policies are canceled or endorsed in
such a way as to limit such insurance coverage, Contractor shall provide the
County written notice thereof immediately, and Contractor shall obtain, as soon
as possible and at its own cost, replacement insurance. Should the Contractor
not obtain sufficient insurance in a reasonable time, the County may obtain a
policy to fulfill the obligation of the Contractor.
9.06 Should any required policy lapse from non-payment, the County or the
Trustee may provide the policy at the Contractor's expense.
ARTICLE TEN
Additional Provisions and Specific Performance
10.01 In the event of the occurrence of any damage to or loss of the Center
that materially affects the continued operation of the Center, the Contractor
shall immediately notify the County and the Trustee of such loss or damage. If
insurance proceeds are available, the Contractor shall, immediately proceed to
obtain repair and reconstruction of the Center in consultation with the County
and the Trustee only as to the plans and quality of repair. The County has no
obligation to appropriate funds for this purpose, except insurance proceeds
received therefor. If the Contractor, in its sole discretion, decides that the
damage is too extensive to repair or reconstruct and decides not to rebuild the
Center, this Agreement shall terminate immediately upon such determination.
10.02 In the event a dispute arises between the County and Contractor regarding
this Agreement or any of the provisions hereof, the County and Contractor shall
be required to continue performance of their respective obligations during the
pendency of any such dispute. The County shall continue to make all payments to
Contractor, and any other actions required hereunder in a timely manner as set
forth in this Agreement. Likewise, Contractor shall continue to perform its
obligations in accordance with the terms of this Agreement notwithstanding the
existence of any dispute between the parties. Both the County and Contractor
shall have the right to compel specific performance by the other party of its
respective contractual obligations and to institute any legal action necessary
to compel such specific performance. The obligation of either party to perform
its respective obligations hereunder may only be terminated as provided for in
Article 2 of this Agreement or applicable law.
ARTICLE ELEVEN
Default and Termination
11.01 Each of the following shall constitute an Event of Default by the
Contractor:
A. A material failure to keep, observe, perform, meet or comply with
any covenant, agreement, term or provision of this Agreement which is the duty
of the Contractor hereunder, which failure continues for a period of 90 days
after the Contractor has received written notice thereof.
B. A material failure to meet or comply with any Court Order, or any
federal or State requirement or law; which failure continues for a period of 90
days after written notice thereof of is received by the Contractor.
C. Failure of the Contractor to timely reimburse the County for utility
expenses or supplies of the Center paid for by the County; timely payments shall
be within thirty (30) days of billing.
11.02 Upon the occurrence of an Event of Default and if the Contractor
believes that it cannot be corrected within the 90 day period to cure, and if
the Contractor, through a diligent, on-going, and conscientious effort to
correct the default believes that the cure will take longer than 90 days, the
Contractor may submit a plan for a cure to the County. Upon receipt of the plan
and review by the County, the County may at its discretion approve or disapprove
of the plan. If the County approves of the plan, the County agrees that it will
not exercise its remedies hereunder so long as the Contractor takes diligent,
on-going conscientious action to cure the default. If the County disapproves of
the Contractor's plan, the County will identify corrective actions necessary to
be taken.
11.03 In the event of a bankruptcy, reorganization, debt arrangement moratorium,
proceeding under any bankruptcy or insolvency law, or dissolution or liquidation
proceeding is instituted by or against the Contractor, this Agreement shall be
reviewed immediately by the County and determination made as to continue this
Agreement or modify this Agreement to ensure that the County is not liable for
Contractor's debt.
11.04 In the event the County defaults in its payments under those certain Lease
Agreements dated separately as of June 15, 1990 and December 1, 1990 each by and
between the County and Diversified Municipal Services of Texas, Inc. and the
Trustee takes possession of the Center, then the Trustee may terminate this
Agreement without any recourse by the Contractor.
ARTICLE TWELVE
Non-Discrimination
12.01 The Contractor shall not discriminate against any employee, inmate, or
subcontractor with regard to race, color, handicap, religion, sex, national
origin or age.
12.02 The Contractor agrees to place in conspicuous places, available to
employees and applicants for employment, notices setting forth the provisions of
this non-discrimination clause and that all advertisements for employment shall
state that the Contractor is an Equal Opportunity Employer.
ARTICLE THIRTEEN
Applicable Law and Venue
13.01 This Agreement shall be construed under and in accordance with the laws
of the State of Texas. Any and all suits to enforce this Agreement shall be
maintained in a court of competent jurisdiction in Xxxxxx County, Texas, or, if
appropriate, the closest federal district court to Xxxxxx County, Texas.
ARTICLE FOURTEEN
Legal Construction
14.01 In case any one or more of the provisions contained in the Agreement
shall, for any reason, be held invalid, illegal or unenforceable, and such is
not a material provision, such validity, illegality or unenforceability shall
not effect any other provision hereof.
14.02 Except as required by law, to the extent an Inmate Contract and this
Agreement contain different provisions regarding the detention of prisoners, the
provisions of the Inmate Contract shall control.
ARTICLE FIFTEEN
Amendments
15.01 This Agreement may be amended only in writing, with such written
instrument approved and executed by both the County and the Contractor.
ARTICLE SIXTEEN
Contractor's Right Of First Refusal
16.01 If County determines to sell, transfer, or exchange the Center, or any
part thereof, County shall first notify Contractor of the terms of such
transaction. If Contractor, within thirty (30) days after Contractor's receipt
of County's notice, indicates in writing its agreement to purchase the Center or
part of the Center on the terms stated in County's notice, including terms of
any required down payment and delivery to County of such down payment, County
shall, to the extent permitted by law, sell and convey the Center or a part
thereof to Contractor on the terms stated in the notice. The right of first
refusal set forth in this Article shall not apply to any foreclosure sale or any
transfer of the Center by deed in lieu of foreclosure. All indebtedness of
County shall be paid in full in connection with any sale of the Center or any
part thereof.
16.02 Should the County's interest in the Center be sold, leased or otherwise
transferred to an entity other than Contractor, this Agreement shall remain in
force and effect with such transferee, and the $190,000 paid to cover the
County's debt service and required maintenance reserves shall be treated as the
exclusive rent to be paid to the new transferee.
ARTICLE SEVENTEEN
Execution Authority
17.01 By his or her signature below, each signatory individually certifies
that he or she is the properly authorized agent or officer of the applicable
party hereto and has the necessary authority to execute this Agreement on behalf
of such party and each party hereby certifies to the other that any resolutions
necessary to create such authority have been duly passed and are now in full
force and effect.
17.02 The laws of the State of Texas authorize the County to establish, acquire,
construct, operate and maintain the Center, to enter into this Agreement and the
transactions contemplated hereby and to carry out its obligations under this
Agreement.
17.03 The County has complied with all open meeting laws, all public contracting
laws and all other state and federal laws necessary to make this Agreement
effective.
ARTICLE EIGHTEEN
Entire Agreement
18.01 This Agreement constitutes the sole and only Operations and Management
Agreement of the Parties hereto and supersedes any prior understanding or
written or oral agreements between the parties respecting the within subject
matter.
18.02 This Agreement will not become valid or enforceable until the date of
the final signature set forth below.
IN WITNESS WHEREOF, the parties have duly executed this Agreement to be
effective as of 12:00 a.m. on the date first written above.
COUNTY OF XXXXXX, TEXAS
By: Xxx Xxxxxxx
County Judge
By: Xxxxxx Xxxxxxxxx CORRECTIONAL SERVICES CORP.
Commissioner, Pct.1 a Delaware Corporation
By: Xxxxxxxx White, Jr. By: Xxxxx Xxxxxxxx, President
Commissioner, Pct. 2
By: X.X. Xxxxxxx
Commissioner, Pct. 3
By: Xxxxx Xxxx
Commissioner, Pct. 4
Approved and Consented To:
By: Xxxxx Xxxxxx
County Sheriff
By: Xxxxxx X. Xxxxx
District Attorney
ATTEST:
By: Xxxx Xxxx
County Clerk
(COUNTY SEAL)
EXHIBIT 1
Minimum Insurance Coverage
Type Coverage
Comprehensive General Liability $ 5,000,000 Per Occurrence
(including Civil Rights) $10,000,000 Aggregate
Workers Compensation $ 1,000,000
Automobile Liability $ 1,000,000
Building & Contents $15,600,000
EXHIBIT 2
Beginning January 1, 1999, the Contractor Fee shall be calculated by
multiplying the original Contractor Fee stated in the Agreement by a fraction
determined as follows:
(1) The numerator shall be the Current Index.
(2) The denominator shall be the Initial Index.
The "Index", as used herein, shall mean the Consumer Price Index for
Urban Consumers (all items), Houston, Galveston, Brazoria, Texas, area (1984 =
100) published by the United State Department of Labor, Bureau of Labor
Statistics.
The Initial Index shall mean the Index published for the calendar
month and year occurring two (2) months prior to the month in which the
Effective date of the Agreement occurs. The Current Index shall mean the
Index published for the calendar month and year occurring two (2) months prior
to the calculation date.
If a base year other than 1984 is adopted, the Index shall be converted in
accordance with an appropriate conversion factor in order to ensure that all
increases in the consumer price index are taken into account. If the Index is
discontinued or revised, such other Index or computation with which it is
replaced, or if no official replacement is named, such other comparable
statistics published by a responsible financial periodical or recognized
authority as is reasonably acceptable to Contractor shall be used in order to
obtain substantially the same result as would have been obtained if the Index
had not discontinued or revised.
