[CIK] 0000914670
[NAME] CORRECTIONAL SERVICES CORPORATION
OPERATION AND MANAGEMENT AGREEMENT
for the
GRENADA COUNTY JAIL
This OPERATION AND MANAGEMENT AGREEMENT for the GRENADA
COUNTY JAIL CENTER (the "Agreement") is made as of the 1st day of
September, 1997, by and between CORRECTIONAL SERVICES CORPORATION
(the "Contractor") and the GRENADA COUNTY BOARD OF SUPERVISORS
(the "Board"), a political subdivision of the State of
Mississippi, County of Grenada.
WITNESSETH
WHEREAS, the Board of the Contractor desire to enter into a
Contract under which the Contractor shall provide the management
and supervision of a jail in Grenada, Mississippi. The main 160
bed Jail is located at 00 Xxxxx Xx. and the Annex 20 bed facility
is located at 000 Xxxxx Xxxxxxxx Xxxxxx and the Annex 20 bed
facility is located at 000 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxxx,
which Facilities are known as the GRENADA COUNTY JAIL ("the
Facilities").
WHEREAS, the Board of the Contractor shall provide, or cause
to be provided, the operation of the Facilities in accordance
with the laws of the State of Mississippi and the rules and
procedures promulgated by the American Correctional Association
(ACA) standards.
NOW, THEREFORE, in consideration of the mutual rights,
duties, benefits and obligations herein exchanged, the parties
hereto do covenant, agree and bind themselves as follows:
ARTICLE ONE
PURPOSES
1.01 The Contractor shall manage, supervise and operate the
Facilities for the Board and receive, supervise and care for each
inmate that is assigned to and detained in the Facilities (the
"Inmate") pursuant to laws of the State of Mississippi, both
convicted and awaiting trial. Contractor, acting directly or
through its officers, employees and designees, in its discretion,
may assign Inmates to the Facilities that are referred for
placement by court order and that originate from: (a) within the
City of Grenada (the "City"); (b) a jurisdiction that enters into
an interlocal contract with the Board and Contractor to reserve
space for the on-going placement of persons in the Facilities;
(c) a jurisdiction that contracts with the Contractor on a
limited basis to house one or more individuals in the Facilities;
or (d) a state or federal agency which enters into an interagency
or intergovernmental services agreement with the Contractor.
1.02 The Contractor shall manage and supervise the
Facilities to remain in compliance with all applicable 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 Sheriff, as required or
requested. The Facilities shall be managed, operated, maintained
and utilized in conformance and compliance with applicable law,
and the standards and regulations of the Commission.
1.03 Notwithstanding anything herein to the contrary, the
physical plant, programs, staffing, services and operation and
management of the Facilities shall be in accordance with the
Mississippi Code of 1972, Annotated, as amended.
ARTICLE TWO
TERM
2.01 This Agreement is effective on the date set forth in
the initial paragraph of this Agreement. The original term of
this Agreement shall be for a period of five (5) years with an
option to renew for additional period of two (2) years.
2.02 The Board and the Contractor may negotiate a new
agreement at the end of the original term. In such event, the
selection of the Contractor shall be at the sole discretion of
the Board and the Contractor shall provide operation, management
and supervision of the Facilities pursuant to the terms and
conditions of such negotiated successor operation and management
agreement.
2.03 Except as provided in 2.01, the Board may unilaterally
terminate this Agreement only for reason of the Contractor's
failure to operate or cause the operation of the Facilities in
compliance with the terms of this Agreement, State law, the
applicable rules and procedures of the Commission, or default
under this Agreement. However, prior to any such termination,
the Board shall give written notice by certified mail, return
receipt requested to the Contractor setting forth in detail all
matters of alleged non-compliance and giving Contractor thirty
(30) days within which to correct the matters of non-compliance
set forth in the notice; save and except, where a material (and
not a single incident) failure of the Contractor poses an
immediate threat to the health, safety or welfare of the
residents of the Facilities or the condition or security of the
Facilities, only seventy-two (72) hours notice and opportunity to
cure shall be required, subject to immediate action if the delay
of seventy-two (72) hours creates a further danger to the safety,
health or welfare of the Inmates.
2.04 Contractor may terminate this Agreement only for the
material breach of this Agreement by the Board, but only after
ninety (90) days prior written notice of the breach and
opportunity for the Board to cure the breach. The material
breach cannot be due to the contractor's failure to secure
agreements for the housing of non county inmates in the jail
facility.
ARTICLE THREE
FACILITIES REVENUES, COSTS & PAYMENTS
3.01 The duties and obligations of the Board to the
Contractor, pursuant to or arising from this Agreement, shall be
and are subject to the revenues received by the Board of revenues
from jurisdictions placing residents in the Facilities; and the
financial duties and obligations of the Board pursuant to this
Agreement shall be and are hereby limited only to the revenues
actually received by the Board for and with respect to the
Facilities.
3.02 Contractor shall be paid for county inmates within
thirty (30) days of submissions of an invoice to the Board.
Contractor will submit the invoice to the county by the 25th of
each month and payment by the Board will be made not later than
the 10th day of the following month.
3.03 The Contractor shall participate in an annual program
evaluation and annual fiscal audit of the Facilities, including
the maintenance and availability of accurate and up-to-date
program, client and financial records for inspection.
3.04 During the term of this Agreement:
(c) Correctional Services Corporation will house the City
of Grenada's prisoners for $30.00 per day plus medical
expenses, and keep at least 30 beds available to the
City of Grenada for misdemeanor prisoners and city
felony suspects prior to preliminary hearing for the
first year of operation and thereafter in accordance
with the city/county agreement.
(d) Correctional Services Corporation will xxxx the county
for $10.00 for a pro-rated day for county inmates. A
pro-rated day is defined as a stay of less than six (6)
hours in a twenty-four (24) hour period.
(e) Correctional Services Corporation will house county
prisoners for $25.00 per complete day, per prisoner,
with use of the Annex Facility and without a county
guaranteed bed usage per month.
(f) Correctional Services Corporation will house county
prisoners for $27.50 per complete day, per prisoner,
with a county guaranteed 600 beds/day per annum,
average [50 per month] and without use of the Annex
Facility.
(g) Correctional Services Corporation will house county
prisoners for $27.50 per complete day, per prisoner,
with a county guaranteed bed usage per month and
without use of the Annex Facility.
(h) Correctional Services Corporation will house county
prisoners in excess of 50 for $35.00 per complete day,
per prisoner, with or without use of the Annex
Facility.
(i) If the Board enters into an agreement with a
jurisdiction for a per diem rate for that
jurisdiction's Inmates that exceeds the rates set forth
above, then the Board shall pay the Contractor that
increased per diem for the Inmates from that
jurisdiction from Net Facilities Revenues.
3.05 The Board reserves the right to withhold or require the
return of funds upon substantial non-compliance with applicable
regulations, standards, policies or this Agreement if the
Contractor fails to remedy or cure the non-compliance within
thirty (30) days of written notice from the Board thereof, unless
the non-compliance poses an immediate threat to security or
safety of Inmates, in which case only seventy-two (72) hours
notice and opportunity to cure shall be required, subject to
immediate action if the delay of seventy-two (72) hours creates a
further danger to the safety, health or welfare of the Inmates.
3.06 Save and except for charges for additional services to
be provided by the Contractor to any Inmate pursuant to a
separate written agreement between the Contractor and the
jurisdiction placing Inmates in the Facilities, all revenues
received by any party for housing of prisoners or directly
relating thereto including the Contractor, with respect to the
Facilities shall be the property of the Contractor.
3.07 The Contractor's revenue due from the Board shall be
placed in a special segregated fund and paid to Contractor as
provided in 3.02
3.08 Save and except for charges for additional services to
be provided by the Contractor to any Inmate pursuant to a
separate written agreement between the Contractor and the
jurisdiction placing Inmates in the Facilities to which the Board
has provided written consent, all revenues received by any party,
including the Contractor, with respect to the Facilities shall be
the property of the Board as agent for the City.
3.09 Separate written agreements between the contractor and
other jurisdictions, as described in section 1.01, should be
executed by contractor with the jurisdiction. Revenue for these
agreements shall be billed and collected by the contractor and be
the property of the contractor. Board will to the extent
required by law, enter into interlocal agreements, if required,
in order to allow Contractor to hold inmates for 3rd parties, so
long as there is no cost to Board.
3.10 Contractor and Board shall pro-rate the cost of
utilities for space utilized by the Grenada County Sheriff
Office.
3.11 Board shall not be required to maintain a minimum
number of inmates.
3.12 Commencing with the first anniversary date of the
Agreement, Contractor shall be granted an increase in the per
diem rate to affect the effect, if any, of inflation as reflected
by the Southeastern C.P.I.
ARTICLE FOUR
DUTIES OF CONTRACTOR
4.01 The Contractor shall manage and operate and provide, or
cause the operation and provision under Contractor's supervision
and primary responsibility:
(a) the documentation of all agreements or contracts of the
Contractor with other jurisdictions, as referenced in
Sec. 1.01, to (i) assure the documentation reasonably
necessary for each such contract is complete and (ii)
that any such contract or agreement is not inconsistent
with the terms of this Agreement, prior to the
housing of any person at the Facilities pursuant to a
contract between the Contractor and another
jurisdiction. In this regard, the Contractor shall
also cooperate with the Sheriff and Board's legal
counsel;
(b) all services, supplies, amenities, benefits and
equipment necessary to (i) comply with the terms of
this Agreement and all contracts with other
jurisdictions for the housing of Inmates, (ii) meet or
exceed State and Federal law requirements, the rules
and procedures promulgated by the Commission and the
applicable standards of the ACA, and (iii) comply with
applicable court orders and the Operational Plan;
(c) intake facilities and Inmate account which may
encompass bookkeeping, record keeping and billing,
collections of delinquent accounts, system of controls,
identification systems and records, communication
interface with law enforcement agencies, and such
statistical records as may be required by law;
(d) attendants to control ingress and egress, maintain the
requisite level of internal security and to monitor the
activities of the Inmates within the Facilities;
(e) food and beverage services shall be provided in
accordance with all applicable standards, sanitation
and health codes and individualized and special needs.
All menus shall be planned and reviewed in advance by a
registered dietitian or physician. Meals shall meet
the dietary requirements of the United States
Department of Agriculture breakfast, lunch and dinner
dietary allowances unless some other standard is
specified by the Justice Department or ACA standards.
Menu or food service plans shall be prepared, and a
schedule shall be followed whenever possible. Menu
plans are kept for one year. The menus shall contain a
variety of foods and recognize special occasions and
holidays. The quality of the food and beverage
services provided will be periodically reviewed by the
Board or its designee, and the Contractor will
immediately (within 72 hours) correct any failure to
meet the foregoing standards noted by the Board or its
designee. Special diets shall be provided:
(i) to a Inmate upon the recommendation of a
physician or dentist;
(ii) to a Inmate whose religious beliefs require it.
Staff members shall supervise the Inmates during
meals. Staff monitoring Inmates while they are
eating need not eat, but if they do, the Staff
must eat the same food served to the Inmates
unless the staff member is on a special diet
ordered by his physician or dentist or a special
diet is required by his or her religious beliefs.
Two hot meals and one other meal which need not be
hot shall be provided at regular meal times during
each 24 hour period. No more than 14 hours may
elapse between the evening meal and breakfast,
unless a snack is provided. Notwithstanding
anything herein to the contrary, all food and
beverage service shall be provided by the
Contractor in accordance with the applicable
standards of the Commission;
(f) clothing shall be provided to Inmates at least in
accordance with ACA Standards and Sheriff's
recommendations. The use of uniforms is discouraged
but not absolutely prohibited. The Contractor shall
assure that a schedule is followed that provides for a
daily bath or shower for each Inmate, and shall
promote, encourage and provide instruction on proper
hygiene, and provide all necessary hygienic supplies;
(g) laundry service for all Inmates in accordance with ACA
and Commission Standards, clean linens to each Inmate
at least once weekly and clean bath and hand towels
twice per week, all without any deposit or fee being
charged;
(h) procurement and purchasing;
(i) recreational, vocational and counseling services;
bookkeeping and financial accounting;
(j) basic medical care (see Article Five of this
Agreement);
(k) training of personnel employed at the Facilities,
including such security, professional, law enforcement
and cultural sensitivity training and education as may
be required from time to time by Mississippi State Law,
applicable ACA standards, the Board, the terms of this
Agreement, third party contracts or agreements executed
by the Board, and the terms of all insurance policies
applying to the Facilities;
(l) all repair, upkeep, maintenance and cleaning without
any additional fee or profit to the Contractor;
(m) a risk management program, including periodic risk
management reviews and assessments;
(n) all personnel services, miscellaneous supplies and
benefits necessary to operation of the Facilities, or
the care and control of Inmates, including toiletries
and hygiene supplies;
(o) payment of all utility charges and fees, and, the
payment of all valid taxes and assessments [if any]
against the Facilities, and any lien charged upon the
Facilities or any part thereof as a result of actions
or inactions of the Contractor;
(p) engineering and maintenance;
(q) proper bedding, including mattresses, for each Inmate,
clothing storage space which accommodates both hanging
and folded clothing; and
(r) the provision of all such other services or tangible
things that are necessary to care for the Inmates
housed at the Facilities, including all services and
tangible things required by Commission standards or
directives.
(s) Compliance with House Xxxx # 1813 as enacted by
Mississippi Legislature, 1997 session.
4.02 Contractor shall prepare and furnish such reports and
audits as may be required by this Agreement to be submitted to
the Board or any other firm, person or entity with respect to the
operation of the Facilities or the Inmates therein and, in
addition, such other reports as may be required by State or
federal law, the State of Mississippi or any agency thereof, the
United States or any agency thereof, or any state or political
subdivision thereof contracting with the Board to place Inmates
in the Facilities. Contractor shall prepare all reports required
by the Board for the Facilities.
4.03 Contractor shall obtain, and thereafter maintain, all
the proper and required local, state and federal permits,
licenses and certification(s) (the "Certifications") necessary
for the Facilities to serve as a secure detention facility. The
Contractor shall maintain such Certifications as required. If,
after such Certifications have been obtained, the Contractor is
required by State law, other applicable law, Court Order, the
rules and procedures promulgated by the Commission or the
applicable ACA standards, to perform additional work or services,
or to modify the Facilities, the Board and the Contractor shall
consult and, if appropriate, subject to appropriations and/or
revenues therefor, 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.
4.04 The interviewing, hiring, training, assignment,
certification, control, management, compensation, promotion and
termination of all members of the Facilities' administration and
staff shall be the responsibility and obligation of Contractor.
The Contractor shall furnish reports on such matters to the
Sheriff when so requested by the Sheriff. The Contractor will
use its, best efforts to hire and train local personnel, all
current jail employees will be offered employment by the
contractor, subject to a six month probation period. Staffing
shall conform with all applicable State Laws, Justice Department
requirements and ACA standards.
4.05 The Contractor shall use its best efforts to purchase
goods and services within the County where of equal quality and
competitively priced.
4.06 No later than ninety (90) calendar days after the end
of each calendar year in which the Contractor obtains an audit of
Contractor or the Facilities, during the term of this Agreement,
the Contractor shall deliver to the Board a copy of any such
audit of the Contractor and/or the Facilities. The Contractor
shall provide an audit during the third year of this Agreement
and such audit shall be prepared by an independent auditor in
compliance with GAAP and shall cover all aspects of Facilities
revenues, expenditures and operations. Audits may further be
undertaken by the Board at its expense.
4.07 The Contractor is associated with the Board for the
purposes of, and to the extent set forth in this Agreement, the
performance of operation and management services for the
Facilities, 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 Board
whatsoever with respect to the indebtedness, liabilities, and
obligations of the Contractor. The Contractor shall be solely
responsible for (and the Board shall have no obligation with
respect to) 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 Board harmless from and against, and shall defend the Board
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.
4.08 In the event the Board contracts with another
jurisdiction for the housing of that jurisdiction's clients in
the Facilities, the Contractor shall provide billing services and
is authorized and directed to xxxx the Board for the fees
provided in Article Three, and each jurisdiction each calendar
month, one calendar month in arrears, for the aggregate amount
due pursuant to the agreement between the Board and such
jurisdiction, and/or between the Board and Contractor pursuant to
this Agreement. A copy of each billing to a contracting
jurisdiction shall be forwarded simultaneously to the Board. The
xxxxxxxx to other jurisdictions contracting with the Board shall
be in the name of the Board and shall be payable to the Board
through the Grenada City Auditor.
4.09 Contractor shall maintain the foundation, all outside
utilities and structural soundness of the building (excluding
windows and doors) in good repair, except for reasonable wear and
tear. Contractor shall be responsible for routine maintenance
and preventative maintenance of the Facilities' roof, but shall
not be responsible for installation or product defects arising
from the original construction of the roof, or the replacement of
the roof where necessary and not otherwise covered by insurance
covering the Facilities required to be purchased by the
Contractor hereunder.
4.10 The Contractor shall provide the services hereinafter
set forth in this section at its own expense and risk.
Contractor shall maintain all interior walls and ceilings of the
building and also all interior windows, window glass, doors,
electrical fixtures, and plumbing fixtures in good repair and
condition; painting all interior walls as required, furnishing
and regularly replacing furnace filters consistent with
heating/air conditioning systems manufacturer specifications.
The Contractor's duties shall include all usual janitorial and
maintenance service, including sweeping and waxing of floors,
vacuuming, trash collection and disposal. The cleaning of
windows, dusting and the replacement of light bulbs or
fluorescent tubes in the light fixtures will be the
responsibility of the Contractor. Contractor shall maintain all
grounds, including but not limited to, mowing, trimming, water of
plants and lawn as to maintain a good cosmetic look to the
grounds. In the event Contractor fails to comply with any of the
requirements of Article Four, the Board shall have the right, but
not the obligation, to cause repairs or corrections to be made
and any reasonable cost therefor shall be payable as provided in
Article Four. Contractor shall repair any damage caused by its
negligence or default hereunder, or the negligence of its
invitees, employees or customers, and deliver the leased premises
in good repair and condition, reasonable wear and tear excepted.
The Contractor will periodically have the Facilities fumigated
and/or sprayed for insects and rodents as needed.
4.11 The Contractor shall pay all lawfully levied taxes or
assessments against the Facilities, the real property on which it
is located, or the personal property used in conjunction
therewith. If the Contractor fails to pay such taxes or
assessments, the Board may, but is not required to, pay the taxes
or assessments and recover the same from the Contractor,
including all attorney's fees and costs incurred in the
collection of the same.
4.12 The Contractor shall provide all services and
accommodations required by applicable law, standards or
regulations for the operation of the Facilities whether or not
specifically set forth herein.
4.13 The County shall be responsible for all transportation
of inmates for Grenada County.
ARTICLE FIVE
MEDICAL CARE
5.01 Basic medical care for the first 72 hours will be made
available by Contractor at Contractor's sole cost, and without
charge or reimbursement pursuant to Article Three of this
Agreement, to all Grenada County Inmates housed at the
Facilities. For the purposes of this Agreement "basic medical
care" shall be limited to any condition which can be "self-
treated" by the Inmates or which may be treated by a lay
technician acting under guidelines provided by a medical doctor
including first aid for emergencies. This shall include the
dispensing of "over-the-counter" medications which have been
approved for inventory by the Facilities' medical consultant.
5.02 Consistent with its duties to provide basic medical
care, the Contractor shall establish a program which includes:
(a) the training of all supervisor staff in emergency first
aid procedures and cardiopulmonary resuscitation (CPR);
(b) adopting written medical backup plans which are
communicated to all employees and Inmates;
(c) maintaining sufficient first aid supplies and equipment
to adequately support the overall basic medical care
requirements of the Inmate population;
(d) maintaining, replacing and replenishing medical first
aid supplies and equipment in accordance with
prescribed standards recognized or approved by a
licensed health authority or organization that has the
expertise to evaluate, assess and determine the
potential need for or condition of the required first
aid supplies and equipment;
(e) written policies that set forth required procedural
guidelines to be followed in the administration and
management of all Inmate medication, including:
(i) policy guidelines governing the standards for
storage, security, monitoring, dispensing and
maintaining administrative control and
accountability of medication;
(ii) administrative control and accountability
procedures requiring a written record of the
name of the Inmate, date, time, name of
medication and signature of the authorized
and trained employee of the Contractor
dispensing the medication;
(iii) restrictions providing that medication
shall only be administered and recorded by an
employee authorized or trained to dispense
medication and to record the dispensation of
medication;
(iv) requirements that all medication must be
secured in a suitable locked container with
control records audited by the Contractor on
a monthly basis;
(v) requirements that in the event a Inmate is
released from the Facilities without his/her
medication, the medication shall be disposed
of in accordance with Board standards, which
disposition shall be witnessed and then
documented on the client's medical log sheet;
(f) all written policies and training required under
Mississippi law or any amendments or re-codifications
thereof,
(g) written policies and procedures for the prompt
notification of the Inmate's next of kin in the case of
serious illness, surgery, injury or death;
(h) requirements that a death in the Facilities shall be
immediately reported to the proper local authorities;
and
(i) all services and procedures required to provide medical
care to Inmates in accordance with applicable law.
5.03 The costs of hospitalization, prescription drugs,
surgical and dental care (and related non-local transportation
costs), ambulance/EMS transport (local or non-local), physical
examinations, and urinalysis, for Inmates shall be the obligation
of the jurisdiction from which the Inmate was assigned to the
Facilities. Such costs incurred by Contractor shall be invoiced
by Contractor directly to the obligated jurisdiction.
5.04 State certification and licensing requirements shall
apply to all health care personnel responsible for delivering
medical services to clients.
5.05 Except as directed by the Board or required by lawful
authority, the Contractor shall not knowingly accept or admit
into the Facilities any Inmate who represents a significant
health, medical or safety risk to the employees or the Inmates of
the Facilities.
5.06 The Contractor shall develop workplace guidelines which
address HIV policies, confidentiality and employee/client
education programs in compliance with State law. The guidelines
shall, at minimum, substantially incorporate the model workplace
guidelines developed by the Mississippi Department of Health or
those, if any, of the Board and the Commission. The Contractor
shall maintain written policies and guidelines which include:
(a) confidentiality guidelines regarding AIDS and HIV
medical information for employees and Inmates,
with policies consistent with guidelines published
by the Department of Health and with state and
federal laws and regulations; and
(b) educational programs regarding HIV/AIDS based on
the model education program created by the
Mississippi Department of Health, tailored to meet
the needs of all employees and Inmates, including
the use of Braille, or telecommunications devices
for the deaf, and the needs of persons with
physical or mental disabilities.
5.07 The Contractor shall provide the Board and/or the
Commission with copies of the above-stated policies and programs.
ARTICLE SIX
COMPLIANCE WITH STANDARDS
6.01 The Contractor shall prepare and adopt a Procedures
Manual for the operation of the Facilities so as to assure that
the Facilities is operated fully in accordance with State and
other applicable law and regulations, rules and procedures
promulgated by the Commission and applicable standards
promulgated by the ACA, in the Standards For Adult Local
Detention Facilities, 3rd Edition. The Contractor shall, from
time to time, make such modifications and corrections in the said
Procedures Manual as are necessary to keep the Facilities in
compliance with such laws, rules, regulations and standards. The
Contractor shall prepare all such manuals, guidelines and
policies required by Commission regulations, including those
required by the Mississippi Administrative Code and all
amendments and re-codifications thereof.
6.02 The Contractor shall require that all employees at the
Facilities are adequately trained and certified, as appropriate,
to perform at standards required by State and other applicable
law, the rules and procedures promulgated by the Commission and
the applicable standards promulgated by the ACA.
6.03 Contractor shall develop and submit to the Board for
its approval, a detailed plan illustrating how Contractor intends
to facilitate evaluation and monitoring of operations to ensure
compliance with this Agreement. The monitoring plan, as amended
from time to time, shall be adhered to throughout the term of
this Agreement and shall include requirements for:
(c) reporting procedures;
(d) frequency of reporting;
(e) subject-matter to be reported; and
(f) an administrative/management audit system providing
periodic assessment of Facilities operations designed
to reveal the degree of compliance with all the
policies and procedures.
6.04 The internal administrative/management audit conducted
by the Contractor shall exist apart from any external or
continuing audit conducted by the Board or any other agency.
ARTICLE SEVEN
DUTIES OF THE BOARD
7.01 Provided that the rated and design capacity of the
Facilities shall not be exceeded, the Board covenants and agrees
to transfer to the Facilities all Inmates that are referred by
the Courts and that: (a) reside within the City and that the
Board does not elect to place in a Facilities then-operated by
the Board and constructed prior to the date hereof, (b) are
referred for placement in the Facilities by a district,
department, board or City that has, by inter-local agreement,
contracted with the Board to participate and reserve space in the
Facilities; (c) the Board contracts with another jurisdiction to
place and house in the Facilities, or in any Facilities similar
or equal to the Facilities that is controlled by or is owned by
the Board; or (d) comes under the control and/or jurisdiction of
the Board by virtue of a contract with another jurisdiction.
7.02 This Agreement shall not apply to, and the Board shall
be solely responsible for, the housing, care and control of any
Inmates housed by the Board at another center or Facilities not
operated by the Contractor.
7.03 The Sheriff of Grenada County shall cooperate with
Contractor in all matters of law enforcement, security and
communications and shall employ its reasonable influence and
persuasion to obtain such cooperation from the law enforcement
agencies within the City.
7.04 The Sheriff may reasonably cooperate and assist the
Contractor in the future with on-going training, at Contractor's
expense, of Contractor employees, agents or sub-contractors.
Such training, if any, shall generally be accomplished by
permitting a reasonable participation by Contractor employees in
local training programs, in-house training or by presentations at
the Facilities. Any such training assistance by the Sheriff
shall be performed solely as a convenience to Contractor, and the
Sheriff shall not be liable for any duty of care or performance
with respect to such training assistance. Contractor shall
remain solely responsible for the training of its employees,
agents and sub-contractors.
7.05 The Sheriff shall assist and cooperate with the
Contractor in obtaining and providing information needed by
Contractor in the screening of candidates for employment.
7.06 It is agreed that the first priority for bed space in
the Facilities is to assure space is available for such persons
that are referred for placement from the County. However, the
Board and Contractor agree it shall be to their mutual benefit
and interest that the Facilities be utilized by a Inmate
population within the design limits of bed capacity. To this
end, and throughout the Term of this Agreement, the Board and
Contractor agree to cooperate and work to manage and limit long-
term vacancies by contracting with other jurisdictions for the
housing of residents from such other jurisdictions.
7.07 Notwithstanding the foregoing, the responsibility of
marketing the Facilities to other jurisdictions and agencies lies
with the Contractor.
7.08 In accordance with S19-3-40, MS Code of 1972
annotated, the Board of Supervisors of Grenada County shall have
the power to adopt any orders, resolutions or ordinances with
respect to county affairs, property and finances for which no
specific provisions has been made by general law and which are
not inconsistent with the Mississippi Constitution, the
Mississippi code of 1972, or any other statute or laws of the
State of Mississippi to implement this operation and management
agreement with Correctional Services Corporation (the
Contractor).
ARTICLE EIGHT
LIABILITY AND INDEMNITY
8.01 Contractor agrees to and hereby does defend, hold
harmless and indemnify the Board, Grenada County, and their
officers, directors, employees, agents, and representatives from
and against any and all claims, damages, demands, losses, costs,
assessments and expenses incurred or suffered by the Board,
Grenada County, or its officers, directors, employees, agents or
representatives 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. To the extent, if any, allowed by
Mississippi law, the Board similarly indemnities and holds
harmless the Contractor from claims and damages arising from the
negligent or wrongful acts of the Board's employees.
8.02 The Contractor agrees to and does hereby assume
responsibility for the care, maintenance and repair of the real
and personal property that is: (a) owned by the Contractor or the
Board; (b) is located at the Facilities and (c) is used by the
Contractor in the operation or maintenance of the Facilities.
8.03 Notwithstanding the foregoing or any other term,
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) give, grant or bestow any legal
right, defense or benefit upon any third party; or (b) deprive
the Board, Grenada 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 than the
Commencement Date, at its sole cost, risk and expense and without
charge to the Board, a policy or policies of liability insurance
by an insurer(s) acceptable to Board and in any aggregate amount
of no less than Five Million Dollars ($5,000,000) in coverage for
any single claim, specifically including insurance for civil
rights claims thereunder. The liability insurance shall be
issued by an insurance company with a rating of at least an A-
according to A.M. Best Standards. 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 Board and shall insure against all claims whatsoever
against Contractor, the Board, Grenada County, or their officers,
employees, agents and representatives, in connection with the
detention, care, security, housing and training of Inmates of the
Facilities, 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 or any extended Term
hereof, the Contractor shall, at its sole cost and expense,
obtain, keep and maintain in full force and effect, an insurance
policy or policies providing worker's compensation insurance (or
its approved and authorized equivalent) in amounts not less than
the amounts required by State law.
9.03 Prior to the Commencement Date, the Contractor shall
assure the insurance required pursuant to this Section 9.03 is in
full effect. The Contractor may secure such insurance, or
additional insurance, through companies licensed to do business
in the State of Mississippi, and thereafter secure and maintain
insurance coverages in effect, as follows:
(c) a policy or polices of insurance insuring the
Facilities buildings and premises against all casualty
and hazard risks and other risks of direct physical
loss at replacement cost;
(d) a policy insuring against claims and liability for
personal injuries, death or property damages, that
arise or are in any manner occasioned by premise
defects or the acts of negligence of the Contractor or
others in the custody, operation or use of the
Facilities;
(e) all Contractor's vehicles (including those owned,
leased or hired), regardless of purpose, shall be
covered by automobile liability insurance in such
amounts as are agreed from time to time by the
Contractor and Board.
9.04 Save and except as specifically provided in Article
Nine, each and every policy of insurance required by Article Nine
shall name the Board and the City as additional insureds and, as
to property and casualty insurance, as loss payees, and shall
provide that such policy may not be canceled or modified except
upon at least thirty (30) calendar days notice in writing to both
the Contractor and the Board.
9.05 Contractor shall provide to the Board insurance
certificates as proof of the insurance policies obtained in
accordance with this Article.
9.06 The Contractor is not responsible to provide
worker's compensation insurance for Board employees on the
premises of the Facilities, nor is the Contractor responsible for
providing liability insurance coverage for the acts or conduct of
Board employees on the premises of the Facilities. This does not
release Contractor from its responsibility to assure that the
Board, City and their officers/employees are named as additional
insureds on the policies of insurance required to be procured and
maintained by the Contractor hereunder.
9.07 The contractor shall post a One Million ($1,000,000.)
performance bond to assure the contractor's faithful performance
of the specifications and conditions of the contract. The bond
is required throughout the term of the contract. The terms and
conditions must be approved by the Board of Supervisors and
approval is a condition precedent to contract taking effect.
ARTICLE TEN
ADDITIONAL PROVISIONS
10.01 Notwithstanding Contractor's obligation to perform, or
cause to be performed, all duties and services set forth in this
Agreement in consideration of the compensation to be paid
hereunder to Contractor, the Board and Contractor recognize and
agree that operation changes, and additional services desired by
entities contracting for the placement of Inmates may, at some
future time, require that Contractor provide services not
included in the terms of this Agreement. In such event, the
Board and the Contractor shall negotiate and execute written
terms, conditions and amendments hereto or supplemental
agreements prior to any such services being provided or
compensation earned.
10.02 To the extent, if any, specifically authorized by the
Board and another jurisdiction placing Inmates in the Facilities,
the Contractor may make a separate and independent agreement with
any such jurisdiction, agency or organization for special or
added education or training of any such resident so long as such
jurisdiction, agency or organization has the legal right,
capacity and authority to enter into a contract with Contractor
for the provision of such additional services to such Inmates.
The reimbursement of costs for these additional services shall be
payable directly to Contractor by the appropriate contracting
jurisdiction. The Contractor shall provide the Board with copies
of all such contracts or agreements, which shall be separate and
independent of, and impose no responsibility on the Board.
10.03 The Contractor may not assign, transfer or contract
with a third party for the provision of any portion of its duties
or responsibilities hereunder except with the express written
approval of the Board on terms and conditions accepted and
approved by the Board. However, the Contractor may contract with
third parties to provide to it goods or services to allow the
Contractor to perform under this Agreement without prior Board
consent.
10.04 In the event of the occurrence of any damage to or loss
of the Facilities that materially affects the continued operation
of the Facilities, the Contractor shall immediately notify the
Board of such loss or damage.
(c) If the damage or loss to the Facilities is equal to
fifty percent (50%) or less of the total value of the
Facilities and insurance proceeds or other funds are
available, the Contractor shall immediately proceed to
obtain the repair and reconstruction of the Facilities
in consultation with the Board only as to the plans and
quality of repair. The Board has no obligation to
appropriate any funds for this purpose, except
insurance proceeds received therefore.
(d) In the event the damage or loss to the Facilities
exceeds fifty percent (50%) of the value of the
Facilities and the repairs, rebuilding and
reconstruction can be completed within one hundred
eighty (180) calendar days after the date of such
damage, the Contractor shall commence such rebuilding
and reconstruction of the Facilities within sixty (60)
days from the date of the damage. In such event, the
Contractor shall fund the repairs and reconstruction
from insurance proceeds or monies appropriated to or
approved by the Board [if any, and none being required]
and reconstruct the Facilities upon plans and
specifications approved by the Board or, absent such
approval, based upon the original plans and
specifications for the Facilities.
(e) In the event the damage or loss to the Facilities
exceeds fifty percent (50%) of the value of the
Facilities and the rebuilding and reconstruction cannot
be completed within one hundred eighty (180) calendar
days after the date of such damage, the Board shall
promptly decide whether or not to rebuild and
reconstruct the Facilities. In such event:
(j) if the Board decides to rebuild the Facilities, the
rebuilding and reconstruction shall be funded from
insurance proceeds or monies appropriated or approved
by the Board [if any, and none being required] and the
Contractor shall commence such rebuilding and
reconstruction within sixty (60) days from the date of
the damage and based upon plans and specifications
approved by the Board or absent such approval, based on
the original plans and specifications for the
Facilities;
(ii) if the Board decides not to rebuild this
Facilities, then, in that event, this Agreement
shall terminate immediately upon such
determination; or
(iii) if the Board determines that rebuilding,
repairing, or restoring the Facilities is
practicable and desirable, and proceeds to cause
such rebuilding, repairing, or restoring, the
Contractor and the Board may nevertheless jointly
determine to terminate this Agreement and to
execute a new agreement for the supervision of the
reconstruction and the subsequent operation and
management of the new Facilities.
10.05 In the event title to or the temporary use of the
Facilities, or any part thereof, shall be taken in condemnation
or by the exercise of the power of eminent domain by any
governmental entity or by any person acting under governmental
authority, promptly after such condemnation or exercise of the
power of eminent domain, the Board and Contractor shall jointly
determine whether to restore or replace the Facilities. If the
decision is to restore or replace the Facilities, the Contractor
shall forthwith proceed with such restoration or replacement,
which restoration or replacement shall thereupon become part of
the Facilities. In such case, any proceeds received from any
award or awards in respect of the Facilities or any part thereof
made in such condemnation or eminent domain proceedings, after
payment of all expenses incurred in the collection thereof, shall
be for payment of, or reimbursement for, the costs of such
restoration or replacement. If the Contractor and the Board
determine not to restore or replace the Facilities, then this
Agreement shall terminate upon the date of the occupancy of the
Facilities by the condemnor.
10.06 In the event any State, County, or City taxes are
assessed on the facility, building or property owned by the
Contractor, the Contractor shall receive an increase in the per
diem to pay for these additional expenses.
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
thirty (30) days after the Contractor has been provided
written notice thereof,
(b) a material failure to meet or comply with any Court
order; the standards, rules and regulations of the
Commission 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 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
Inmates
(c) the Contractor shall (i) admit in writing its inability
to pay its debts; (ii) make a general assignment for
the benefit of creditors; (iii) 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; (iv) suffer
proceedings under any law relating to bankruptcy,
insolvency, or the reorganization or relief of debtors
to be instituted by or against it and, if contested by
it, not to be dismissed or stayed within sixty (60)
days; or (v) 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 Facilities in
full compliance with all conditions of this Agreement
and the Lease;
(d) the discovery by the Board that any material statement,
representation, or warranty herein or provided in
materials or made in support of the award of this
Agreement to the Contractor is false, misleading, or
erroneous in a material respect; or
(e) chronic failure of the Contractor to timely pay trade
creditors, utility suppliers, payroll and other
operational expenses which is not corrected or remedied
within thirty (30) days notice from the Board.
11.02 Upon the occurrence of an Event of Default of the type
specified in 11.01 (a) or 11.01(b) and if the Contractor
reasonably believes: (i) that such Event of Default cannot be
cured within the thirty (30) days allowed to cure such Event of
Default, and (ii) 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 the
Board (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, the Board shall promptly
review such plan and, at its discretion, allow or disallow the
Contractor to pursue such plan. If the Board allows the
Contractor to pursue the plan, the Board agrees that it will not
exercise its remedies hereunder with respect to such Event of
Default for so long as the Contractor diligently, conscientiously
and timely undertakes to cure the Event of Default in accordance
with the approved plan. If the Board 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 the Board.
11.03 Upon the occurrence of an Event of Default by the
Contractor, the Board 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 the Board may offset against any
payments owed to the Contractor all reasonable costs incurred by
the Board 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 Agreement and
removal of the Contractor as the operator of the Facilities and
the offsetting against any payments owed to the Contractor by the
Board of any reasonable amounts expended by the Board to cure the
Event of Default. In the event of the Contractor's removal as
operator due to an Event of Default, the Board shall have no
further obligation to the Contractor after such removal and the
Contractor agrees to comply with Section 11.04 and 11.05 hereof
and to cooperate with the Board during the transition of the
Facilities.
11.04 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 Agreement shall be
immediately terminated and canceled, and the Board shall promptly
assume responsibility for the operation, management and
supervision of the Facilities. In the event this Agreement is
canceled pursuant to the terms of this section, then in that
event, Contractor agrees that Board may take control and
ownership of all the property materials, supplies and records
within the Facilities. Further, the Board may, in its
discretion, employ or contract for personal services with any, or
all employees, agents or employees of Contractor at the
Facilities. 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.
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 prohibition of discrimination includes employees,
subcontractors and prospective clients or Inmates who have or are
perceived to have a handicap because of AIDS or HIV infection,
antibodies to HIV or infection with any causative agent of AIDS.
12.03 The Contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices
setting forth the provisions of this non-discrimination clause
and shall, in all solicitations or advertisements for employment
and purchase and service contracts placed by or on behalf of the
Contractor or Board, warrant that such Contractor is an equal
opportunity employer; provided that notices, advertisements and
solicitations placed in accordance with federal law, rule or
regulation shall be deemed sufficient for the purpose of meeting
the requirements of this section.
12.04 All services and facilities provided hereunder shall
comply with the Americans with Disabilities Act and all other
applicable laws.
12.05 The Contractor shall adopt and post a policy
prohibiting sexual harassment.
ARTICLE THIRTEEN
APPLICABLE LAW AND VENUE
13.01 This Agreement shall be construed under and in
accordance with the laws of the State of Mississippi, and all
obligations created hereunder are performable in Grenada,
Mississippi. Venue of any legal proceeding involving a dispute
under this Agreement or arising out of this Agreement shall lie
and be in Grenada County, Mississippi.
ARTICLE FOURTEEN
LEGAL CONSTRUCTION
14.01 In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable, and such is not a material provision,
such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never
been contained herein. If the invalid, illegal or unenforceable
provision is material to the clear intent of the parties hereto,
the Board and Contractor shall, within thirty (30) calendar days
of such determination, negotiate and execute a contract amendment
sufficient to correct such invalidity or, failing such amendment,
terminate this Agreement.
ARTICLE FIFTEEN
AMENDMENTS
15.01 This Agreement may be amended only in writing, with
such written instrument being approved and executed by both the
Contractor and the Board.
ARTICLE SIXTEEN
NOTICES
16.01 Notices required to be given hereunder by one party to
the other shall be in writing and shall be valid if actually
received by the party to whom such notice is given or if
deposited in the United States mail, postage prepaid and
addressed to the party below specified.
16.02 Notices to the Board shall be sent to:
_____________________________ Xxxxxxx, Xxxxxxxxxxx 00000.
16.03 Notices to the Contractor shall be sent to:
Correctional Services Corporation, 0000 Xxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx, Xxxxxxx 00000.
ARTICLE SEVENTEEN
ENTIRE AGREEMENT
17.01 This Agreement constitutes the sole and only Operation
and Management Agreement of the Parties hereto and supersedes any
prior understandings or written or oral agreements between the parties
respecting the within subject matter.
EXECUTED this 12th day of September, 1997, and effective as of the
first day written above.
GRENADA COUNTY DETENTION CORRECTIONAL SERVICES
BOARD CORPORATION
By: \s\ Xxxx Xxxxxx By: \s\ Xxxxx X. Xxxxxxxx
Title: President Title: President
Date: 9/12/97 Date: 9/10/97
