MANAGEMENT SERVICES AGREEMENT
FOR THE JEFFERSON COUNTY DOWNTOWN JAIL
THIS MANAGEMENT SERVICES AGREEMENT (hereinafter "Agreement") for the jail
facility located in the Jefferson County Courthouse in downtown Beaumont,
Texas, and any improvement, modification or expansion thereof (hereinafter the
"Facility"), is made and entered into as of May 26, 1998, by and between the
COUNTY OF JEFFERSON, TEXAS (the "County"), a political subdivision of the State
of Texas, and CORRECTIONAL SERVICES CORPORATION ("Manager").
RECITALS:
WHEREAS, the County is a political subdivision of the State of Texas
governed by a duly elected Commissioners' Court; and
WHEREAS, Subchapter F of Chapter 351 of the Texas Local Government Code
grants authority for the County to enter into contracts with private vendors to
provide for the financing, design, construction, leasing, operation, purchase,
maintenance, or management of a jail, detention center, work camp or related
facility; and
WHEREAS, the County and Manager have entered into an Operation,
Management and Maintenance Agreement dated February 23, 1998 (the "Operating
Agreement") to operate, manage and maintain the Facility; and
WHEREAS, the Operating Agreement and the term thereof are subject to the
County receiving a favorable ruling from the Internal Revenue Service (the "IRS
Ruling") that the Operating Agreement will not affect the tax-exempt status of
the County's outstanding bonds, including but not limited to the County's
Refunding Bonds, Series 1993; and
WHEREAS, the County has applied to the Internal Revenue Service for the
IRS Ruling and is currently awaiting a favorable ruling under the Internal
Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, during the pendency of the IRS Ruling, the County and Manager
desire to enter into this Agreement pursuant to which the County contracts with
the Manager to provide management services for operation of the Facility in its
entirety; and
WHEREAS, Revenue Procedure 97-13 authorizes the County to enter into a
qualified management contract for the management of the Facility without
resulting in a private use of the Facility under Section 141(b) of the Code;
and
WHEREAS, the County and the Manager intend and agree that this Agreement
shall constitute a qualified management contract made pursuant to and in
accordance with Revenue Procedure 97-13, and any term or provision in this
Agreement in conflict with Revenue Procedure 97-13 shall be modified and
amended to the extent necessary so as to comply therewith.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and subject to the conditions hereinafter set forth, the
County and Manager hereby agree as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 1.01. Representations. Covenants and Warranties of the County.
The County represents, covenants and warrants as follows:
(a) The County is a duly formed and validly existing political
subdivision of the State of Texas, and is governed by the laws of the State of
Texas.
(b) To the best of its knowledge, the laws of the State of Texas
authorize the County to establish, acquire, construct, operate and maintain the
Facility, to enter into this Agreement and the transactions contemplated
hereby, and to carry out its obligations under this Agreement.
(c) The officers of the County executing this Agreement have been duly
authorized to execute and deliver this Agreement under the terms and provisions
of a resolution of the County's governing body or by other appropriate official
action.
(d) To the best of its knowledge, the County has complied with all open
meetings laws, all public contracting laws and all other state and federal laws
applicable to this Agreement.
(e) The Facility is required by the County solely for a public purpose
and public use to house inmates detained or incarcerated by the County or the
State of Texas, the political subdivisions thereof, or any other Governmental
entity (whether inside or outside of the State of Texas). Preference will be
given to requests from the Texas Commission on Jail Standards (the
"Commission") for the housing of prisoners from Texas to the greatest extent
possible. In no event, however, shall this provision be interpreted to limit
the housing of prisoners from other Governmental entities in the Facility,
including but not limited to other states.
(f) The County shall reasonably assist Manager which shall diligently
process and seek to enter into all lawful and appropriate agreements
in the name and on behalf of the County with such prisoner transfer sources as
may be necessary so as to facilitate the receipt and incarceration of eligible
non-maximum security prisoners in the Facility.
(g) No member of the governing body of the County is now or will be an
owner, shareholder, employee, officer or director of Manager.
(h) The County shall use its best efforts to make all submissions to the
Commission required by (i) Section 511.092(b) of the Texas Local Government
Code so as to enable the County to obtain a determination from the Commission
that the Facility is a proper facility to house out-of-state prisoners and (ii)
Section 511.092(h) of the Texas Local Government Code so as to obtain
Commission approval of this Agreement.
SECTION 1.02. Representations, Covenants and Warranties of Manager.
Manager represents, covenants and warrants as follows:
(a) Manager is in good standing under the laws of the State of Texas, is
duly qualified to transact business and hold property in the State of Texas and
in every jurisdiction in which the nature of its activities requires it to be
so qualified, has full and complete power to enter into this Agreement and to
enter into and carry out the transactions contemplated hereby, and to carry out
its obligations under this Agreement, and has duly authorized the execution and
delivery of this Agreement.
(b) Neither the execution and delivery of this Agreement nor the
fulfillment of or compliance with the terms and conditions hereof nor the
consummation of the transactions contemplated hereby conflicts with or results
in a breach of the terms, conditions or provisions of any restriction or any
agreement or instrument to which Manager is now a party or by which Manager or
its property is bound, or constitutes a default under any of the foregoing, or
results in the creation of imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets of Manager.
(c) No officer, member of the Board of Directors, shareholder, owner or
employee of Manager is now or will be an employee or member of the governing
body of the County.
(d) The Facility is required by the County solely for a public purpose
and public use to house inmates detained or incarcerated by the County or the
State of Texas, the political subdivisions thereof, or any other Governmental
entity (whether inside or outside of the State of Texas). Preference will be
given to requests from the Commission for the housing of prisoners from Texas to
the greatest extent possible. In no event, however, shall this provision be
interpreted to limit the housing of prisoners from other Governmental entities,
including but not limited to other states.
(e) Manager shall make all submissions to the Commission required by
Section 541.092(h) of the Texas Local Government Code so as to obtain and
maintain the approval by the Commission for Manager to provide services
pursuant to this Agreement.
SECTION 1.03. Joint Covenants of the County and the Manager
The County and the Manager agree that this Agreement shall constitute a
qualified management contract made pursuant to and in accordance with Revenue
Procedure 97-13, and any term or provision in this Agreement in conflict with
Revenue Procedure 97-13 shall be modified and amended to the extent necessary
so as to comply therewith.
ARTICLE II
OPERATIONS
SECTION 2.01. Operation, Management, Maintenance and Repair of Facility.
(a) Manager shall provide all management services necessary to operate
and maintain the Facility in compliance with minimum standards adopted by the
Commission, in accordance with a commercially reasonable manner and in
accordance with the minimum standards of any Prisoner Transfer Source (as
defined in Section 3.01(b) hereof) from which prisoners are placed in the
Facility. Additionally, Manager shall receive and retain a Certification of
Compliance from the Commission and shall take all steps necessary for the
Commission to review and approve the Manager's qualifications pursuant to
Section 511.0092(h) of the Texas Local Government Code. In connection with the
its management of the Facility as described herein, Manager shall, at its sole
cost and expense, provide the following management goods and services of a
commercially reasonable quality and in a good and workmanlike manner in order to
provide for operation and maintenance of the Facility in its entirety:
(1) Intake procedures and prisoner accounting which shall encompass
prisoner intake, recordings, billing, systems of control, identification systems
and records, and such other statistical records as may be required by law or are
generally accepted prisoner-locator practices;
(2) Adequate staffing in accordance with applicable federal, state and
Prisoner Transfer Source requirements necessary to maintain the requisite level
of security within the Facility and sufficient to monitor the activities of the
prisoners confined within the Facility, and to control ingress and egress at the
Facility;
(3) Food and beverage services;
(4) Clothing and uniforms for inmates and Manager's employees which
shall be distinctive from clothing and uniforms of County inmates and employees;
(5) Procurement and purchasing;
(6) Bookkeeping and financial accounting;
(7) Medical Care as set forth in greater detail in Article V;
(8) Training of all personnel to be employed at the Facility;
(9) Recreational, vocational, educational, counseling and exercise
services, and activities;
(10) All routine upkeep and maintenance for the Facility provided on a
regular basis. For purposes of this subsection, the term "upkeep and
maintenance" shall be defined as all scheduled (anticipated and designated to
occur within a given time period or production level) and periodically provided
(ongoing and continual or at least occurring at intervals of time or production
which are generally predictable) work on operational and functioning
improvements to real property necessary to sustain or support safe, efficient,
continuous operations or to prevent the decline, failure, lapse or deterioration
of the improvement. The purpose of this Subsection is to provide for
preventative maintenance. Examples without limitation are: routine cleaning,
periodic testing and cleaning of the HVAC systems, replacement of HVAC filters,
changing lightbulbs, periodic testing and maintenance of security, fire and
smoke removal systems, and interior painting;
(11) All non-structural, non-capital repairs and restoration, as required
to keep the Facility in its current condition. For purposes of this subsection,
the term "repairs and restoration" means to mend or bring back to current
working order (with or without complete replacement), property which was broken,
damaged, worn out, or defective. The purpose of this Subsection is to provide
for corrective work. Examples without limitation are: replacement of the air
conditioner compressor motor, replacement of electrical switches in kitchen
appliances, repairing kitchen appliances, fixing broken pipes, replacing
solenoids in electric locks, and painting;
(12) Facility commissary;
(13) All telephone facilities;
(14) All vending machines;
(15) A comprehensive plan for allowing for and responding to prisoner
grievances regarding their conditions of confinement;
(16) A written procedure for the County's review and approval outlining the
coordination of law enforcement activities in the case of riot, rebellion,
escape, or other situations requiring assistance from city, county or state law
enforcement agencies. Manager shall assist the County in soliciting the approval
of such procedures by other law enforcement agencies. Upon approval by the
Sheriff (as defined in Section 2.02), chief of police and the written
concurrence from the assistant director of the Texas Department of Public
Safety, the County and Manager agree to submit such procedures to the Commission
for approval; and
(17) Unless otherwise provided herein, all other, goods or services
incidental to the housing, care, or treatment of inmates and the operation of
the Facility, including transportation of inmates and personnel.
(b) No ad valorem taxes are currently assessed against the Facility. The
parties hereto acknowledge that Manager is, by this Agreement, managing the
Facility for the County and as such the Facility is used for a public purpose
and is not subject to ad valorem tax assessment. The parties hereto do not
anticipate or foresee any assessment of ad valorem taxes against the Facility.
County agrees that it will not impose taxes, levies, fees or other impositions
upon Manager which are for the County's benefit and are not either (a) mandated
by State law, or (b) generally applicable to citizens or businesses within
Jefferson County and able to be passed back to Manager's clients through higher
per diem rates.
(c) Pursuant to Manager's obligations under this Section 2.01 to manage the
Facility at its sole cost and expense, and in connection with all of Manager's
obligations pursuant to this Agreement, during the term of this Agreement
Manager shall have the sole and exclusive right, in its sole discretion and at
its own expense, to install items of movable machinery and equipment in or upon
the Facility, which items shall be identified by tags or other symbols affixed
thereto as property of Manager not included within the Facility and not
considered or deemed to be property belonging to the County or any other entity.
All such items so identified shall remain the sole property of Manager, in which
County and any other party shall have no interest, and all such items may be
modified or removed by Manager at any time, provided that Manager shall repair
and restore any and all damage to the Facility resulting from the installation,
modification or removal of any such items. Manager warrants that none of the
property brought to the Facility pursuant to this Subsection 2.01 (c) will be
permanently affixed to the realty or any improvements which form part of the
Facility and agrees to provide the County with a listing of such property every
ninety (90) days. Nothing in this Agreement shall prevent Manager from
purchasing or leasing items to be installed pursuant to this Subsection 2.01(c)
under a conditional sale or lease with option to purchase contract, or subject
to a vendor's lien or security agreement as security for the unpaid portion of
the purchase price thereof, provided that no such lien or security interest
shall attach to any part of the Facility.
(d) The County shall be responsible for all structural and capital repairs,
restorations and replacements to the Facility, including those required to
maintain compliance with all Texas Jail Commission and other applicable
standards. Subject to (i) approval of the County Judge and the Commissioners
Court and (ii) compliance with budget and appropriation limitations imposed by
applicable law, the County agrees to undertake and complete any necessary
structural and capital repairs, restorations or replacements to cause the
Facility to remain in its present condition. The County shall not be responsible
for any non-structural, non-capital repairs, restorations and replacements to
the Facility, all of which shall be the sole responsibility of Manager.
(e) Upon execution of this Agreement, the County and Manager agree to
inspect the Facility and to prepare a video tape showing the present condition
of the Facility. In addition, upon completion of the items of maintenance,
cleaning, painting, construction and improvement contemplated by Section 12.16
hereof, the County and the Manager agree to re-inspect the Facility and to
prepare a second video tape showing the condition of the Facility. During the
term of this Agreement, Manager agrees to maintain the Facility in its
condition after the items of maintenance, cleaning, painting, construction and
improvement have been completed at the Facility pursuant to Section 12.16
hereof and Manager shall return the Facility to the County in such condition
upon termination of this Agreement for any reason, normal wear and tear
excepted.
SECTION 2.02. Independent Contractor.
Manager 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
management duties and obligations 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 Manager or any other party.
Manager shall be solely responsible for (and neither the County nor the
Jefferson County Sheriff ["Sheriff"]) shall have any obligation with respect to
the interviewing, hiring, training, assignment, control, management,
compensation, promotion, or termination of Manager's employees which constitute
the Facility's administration and staff. However, all activities of Manager
shall be subject to regular, on-site monitoring by the Sheriff or his designee
at such times and in such manner as the Sheriff, in his sole discretion, shall
choose to do so, and Manager shall furnish reports on such matters in form and
content acceptable to the Sheriff when so requested.
SECTION 2.03. Acceptance of Prisoners.
Subject to the provisions of Sections 3.03 and 3.04, Manager shall
accept and properly incarcerate all eligible non-maximum security prisoners
assigned to the Facility for whom there is space available within the statutory
and regulatory limits of the Facility. Manager shall review, inspect and check
all appropriate inmate records, including but not limited to medical records,
and shall make such inquiries as are necessary to insure that any maximum
security prisoners are identified and excluded. The Manager shall provide
copies of such records to the Sheriff for review and approval at least five (5)
business days prior to the acceptance of an inmate. No maximum security
prisoners shall be incarcerated at the Facility. For purposes of this
Agreement, "maximum security prisoners" shall mean and be the same as maximum
security inmates as defined by the Jail Commission's Primary Security Level
Assignment system, along with inmates who have a prior record of any aggravated
sex crime as defined by the Texas Penal Code, including crimes of other states
satisfying the same general elements of the relevant Texas statutes.
SECTION 2.04. Certification of Facility.
Manager shall obtain, and thereafter maintain, certification of
compliance from the Commission as well as any other certifications necessary
to incarcerate at the Facility non-maximum security prisoners of whatever
source, whether local, state, federal, or, to the extent allowed by state
laws, prisoners from outside the State of Texas.
SECTION 2.05. Subcontractors.
(a) Manager may subcontract any portion of the management services to be
performed hereunder to provide for operation and maintenance of the Facility,
but shall not thereby be relieved of any of its obligations set forth herein.
Manager shall bind each subcontractor to the terms hereof as far as applicable
to such subcontractor's work, and shall require that each subcontractor perform
its work in conformance with the terms and conditions of this Agreement. In the
event Manager subcontracts as provided for in this Subsection, then any such
subcontractor shall be subject to the provisions of insurance pursuant to
Sections 9.01 through 9.03 hereof and indemnification pursuant to Section 10.02
hereof.
(b) Manager shall not enter into any subcontract pursuant to Subsection
2.05(a) hereof without the approval of the County. The approval of the County
required by this Subsection 2.05(b) shall not be unreasonably withheld. Manager
will provide the County copies of any such subcontracts sufficiently in advance
of any deadline for signing same to allow for the effective review and approval
by the County.
SECTION 2.06. Non-Assumption of Existing Agreements.
Manager 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 the County or
any prior Manager of the Facility. As an example only, and without limitation,
Manager does not assume, and hereby specifically rejects, any liability,
obligation, responsibility, or duty required by any existing contract, lease or
other agreement relating to the following matters regarding the Facility:
(a) Food Service,
(b) Inmate Programming Services,
(c) Telephone Equipment or Services,
(d) Equipment Leases or Contracts,
(e) Commissary Services,
(f) Utility Services, and
(g) Supplies, Furniture or Fixtures
SECTION 2.07. Preparation of Reports.
Manager shall prepare and furnish such reports as may be required by law
to be submitted to the County with respect to the operation of the Facility or
the prisoners detained therein and, in addition, such other reports as may be
required by any Prisoner Transfer Source which has assigned inmates to the
Facility.
SECTION 2.08. Acceptance of Inmates.
Manager will properly incarcerate all non-maximum security inmates
assigned by the County to the Facility for whom there is space available at
the Facility within the statutory and regulatory limits of the Facility. Manager
will review, inspect and check all appropriate records and make such appropriate
inquiries to insure that any maximum security prisoners are identified. Neither
Manager nor the County will accept any maximum security prisoners at the
Facility.
SECTION 2.09. County Inmates Awaiting Court Proceedings.
The parties acknowledge and agree that prior to execution of this
Agreement, the Facility has been used by the County to hold County maximum
security and non-maximum security inmates on the second floor of the Facility
for temporary periods of limited duration for purposes of providing
accessibility to the District Courtrooms which are adjacent thereto. At all
times during the term of this Agreement, the County reserves the right to
maintain, and Manager agrees to accept without charge, all County Prisoners
(defined in Section 4.01) on the second floor of the Facility for such
temporary purposes not to exceed twelve (12) hours per day per inmate. For
this purpose and without charge, the County shall have access to the jail
cells and areas adjacent to the District Courtrooms on the second floor of the
Facility, as well as to the holding cell or tank at the "book in" area.
ARTICLE III
PRISONERS
SECTION 3.01. Transfer of Prisoners.
(a) Before the County enters into any contract with any Prisoner
Transfer Source, each such proposed contract shall be reviewed and approved by
Manager and the Sheriff and at that time the County and the Manger shall agree
on the management fee to be paid by the County to the Manager for each inmate
in accordance with Section 4.03 hereof. All such proposed contracts shall be
in the name of the County and shall provide for payments to be made to and
received by the County. Manager and the Sheriff shall be provided with copies
of any such proposed contracts sufficiently in advance of any deadline for
signing same to allow effective review and approval by such party. Manager
shall not be obligated to accept any prisoner at the Facility, nor provide any
services of any nature required by any contract with any Prisoner Transfer
Source which was not reviewed and approved by Manager prior to execution by
the County and the Sheriff. After Manager has reviewed and approved a contract
with a Prisoner Transfer Source prior to execution by County and the Sheriff,
then Manager shall perform any and all obligations and duties which the County
is required to perform pursuant to such contract. Both the Sheriff and Manager
have the right to reject any proposed contract with a Prisoner Transfer
Source.
(b) On March 19, 1998, the County and the Texas Department of Criminal
Justice ("TDCJ") have entered into that certain Inmate Housing Payment
Agreement in the form attached hereto as Exhibit "A" (the "TDCJ Agreement"). By
execution hereof, the Manager approves the TDCJ Agreement as required by this
Section and agrees that the management fee payable to the Manager for TDCK
prisoners shall be the amount set forth in Section 4.03 hereof.
(c) Possible prisoner transfer sources (each a "Prisoner Transfer Source")
include, but are not limited to, the following:
(1) The County Sheriff of Jefferson County;
(2) The County Sheriff of any other Texas County pursuant to any
inter-local cooperation contract with the County;
(3) The Texas Department of Criminal Justice ("TDCJ") pursuant to
an agreement between the County and the TDCJ;
(4) Any County Probation Department pursuant to any inter-local
cooperation contract with the County;
(5) Subject to the limitations set forth herein, any other state
(including the District of Columbia) or political subdivision thereof which may
lawfully assign prisoners to the County pursuant to an agreement between the
County and the other state or political subdivision; and
(6) Subject to the limitations set forth herein, the United States
Government or any department or agency thereof, pursuant to an agreement between
such governmental entity and the County.
(c) To the extent allowable by law or contract and subject to the
requirements of this Agreement, Manager shall be responsible for identifying
and procuring prisoners from other jurisdictions to be housed at the Facility
pursuant to written contracts with the County. To the extent required by law or
contract and consistent with the rights and obligations of the County as set
forth in this Agreement, the County will assist Manager in its efforts to
identify and procure such prisoners.
SECTION 3.02. Jefferson County Jail Prisoners.
The County and the Sheriff shall be solely responsible for the housing,
care and control of prisoners incarcerated in the new and principal Jefferson
County Jail facility located several miles from downtown Beaumont, Texas.
SECTION 3.03. Designation and Transfer of Prisoners.
Prior to transfer of any prisoner to the Facility, the designation of
such prisoner as a "maximum security" or "non-maximum security" prisoner (or
other appropriate classification levels established by the County and Manager)
shall be agreed by Manager and the Sheriff, and such designation shall be made
in accordance with the classification plan approved by the Commission for the
Facility, as well as the provisions of this Agreement, applicable state law,
the rules and regulations of the Prisoner Transfer Source from which the
prisoner has been sent and the procedures and standards promulgated by the
Commission and the Prisoner Transfer Source which are incorporated herein by
reference. No maximum security prisoners shall be incarcerated at the Facility,
but the County expressly reserves the right to reject any prisoner from
incarceration at the Facility regardless of any assigned classification.
SECTION 3.04. Reclassification and Reassignment of Prisoners.
If at any time Manager finds that the capacity of the Facility, the
demonstrated behavior of any prisoner or group of prisoners, or the mix of
prisoners incarcerated in the Facility requires or warrants reassignment or
re-classification of any prisoners, Manager will notify the Sheriff and make a
reasonable recommendation concerning reassignment or reclassification of said
prisoner or prisoners which is subject to the final approval of the County. At
its sole cost and expense, Manager shall be responsible for the transfer of any
reassigned or re-classified prisoner or prisoners to the appropriate
responsible party. This determination shall be made by Manager in accordance
with applicable law and the rules, regulations and procedures promulgated by
the Commission, or by the applicable Prisoner Transfer Source.
SECTION 3.05. Communication and Cooperation.
The County and the Sheriff shall cooperate with Manager in all matters of
law enforcement, security and communications. The County and the Sheriff shall
(at Manager's sole cost and expense) reasonably assist Manager at the request
of Manager in the training of Manager's employees hired to operate the
Facility. The Sheriff shall reasonably assist and cooperate with Manager for
purposes of obtain licensing as may be required by State or federal law for
employees. The County and the Sheriff shall reasonably assist and cooperate
with Manager in providing information requested by Manager 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 Manager employees undertaking jailer duties are certified,
as required by the Commission.
SECTION 3.06. Maximum Utilization of Facility.
The County and Manager agree that it shall be to their mutual benefit
and interest for the Facility to be fully utilized by maintaining the maximum
prisoner population within statutory and regulatory limits, and Manager hereby
warrants to use its best efforts to do so. The County understands and agrees
that the actions to be performed by Manager to seek maximum utilization of the
Facility are not intended by Manager, and will not be construed by the County,
as any type of warranty or guarantee by Manager that its best efforts to
promote the maximum utilization of the Facility will result in any specified
level of utilization of the Facility or in any specified amount of prisoner
population being incarcerated at the Facility. The County agrees to reasonably
support the efforts of Manager in seeking out and thereafter contracting with
Prisoner Transfer Sources in the name of the County upon terms reasonably
acceptable to Manager and the County, so as to efficiently maximize the
utilization of the Facility.
SECTION 3.07. Prisoner Escape.
In the event a prisoner confined in the Facility escapes from the
Facility, Manager will immediately notify appropriate public law enforcement
officers, including the Sheriff, of such prisoner's escape. The public
officers so notified will be responsible for the capture and return of the
escaped prisoner pursuant to the written procedures described in Section 2.01
(a)(16) above, provided that Manager will expend all reasonable efforts in
assisting in the capture and return of any escaped prisoners and shall
reimburse the County and other law enforcement agencies for all costs and
out-of-pocket expenses incurred in connection therewith.
SECTION 3.08. Out-of-State Prisoners.
It is expressly agreed and understood that all contracts to house
out-of-state prisoners in the Facility shall be in the name of the County and
shall contain the provisions required by Section 511.092(d) of the Texas Local
Government Code and any implementing regulations of the Commission thereunder,
as the same may be in effect from time to time. These provisions shall include
without limitation the following:
(a) the Facility shall at all times meet the minimum standards
established by the Commission;
(b) each inmate to be released from custody must be released only within
the jurisdiction of the sending state;
(c) before transferring an inmate, the Facility (acting through Manager on
behalf of the County) shall review for compliance with the Commission's
classification standards, all classification and conduct records concerning the
sending state's classification of the inmate and all appropriate medical
information concerning the inmate, including certification of tuberculosis
screening and treatment prior to transfer;
(d) except with the prior and express waiver of the Commission, the sending
state shall not transfer and the Facility shall not accept an inmate with a
record of institutional violence involving use of a deadly weapon, a pattern or
history of repeated violence while in custody, or escape or attempted escape
from secure custody;
(e) Manager shall determine the custody level of each inmate in accordance
with Commission rules so to ensure that custody level assignments for the
Facility as a whole do not exceed the construction security level availability
in the Facility; and
(f) the County shall be entitled to terminate the contract at will by
providing the sending state with ninety (90) days' notice of intent to terminate
the contract.
The County and Manager shall take all actions necessary for operations
of the Facility to meet the continuing requirements of the Commission. In
recognition of the foregoing, the County and Manager agree as follows:
(i) The County shall provide the Commission with available custody level
capacity at the Facility as in effect from time to time;
(ii) The Manager shall provide the Commission with copies of all contracts
for housing out-of-state prisoners together with any addendums;
(iii) The Commission shall approve prior to implementation all operational
and contractual requirements for the Facility as meeting or exceeding Commission
requirements;
(iv) The Commission shall approve written procedures developed by the
County and Manager for coordination of law enforcement activities in case of
riot, rebellion, escape or other situations requiring assistance from city,
county or state law enforcement agencies;
(v) The Commission shall be notified of any major incidents, including
riot, rebellion, escape, or other situations requiring assistance from city,
county or state law enforcement agencies;
(vi) All employees at the Facility shall be certified by the Commission
on Law Enforcement Officer Standards and Education; and
(vii) A tuberculosis screening plan for the Facility shall be approved by
the Texas Department of Public Health.
ARTICLE IV
MANAGEMENT FEE, UTILITIES, ETC.
SECTION 4.01. County Prisoners.
For purposes of this Agreement, the term "County Prisoners" shall mean
all prisoners assigned and transferred to the Facility by the Sheriff (including
County Prisoners temporarily at the Facility awaiting court proceedings as
contemplated by Section 2.09), other than those prisoners received and
incarcerated by the County pursuant to agreements with the Prisoner Transfer
Sources set forth in Sections 3.01 (b) hereof and any other Prisoner Transfer
Sources not now specifically set forth in Section 3.01.
SECTION 4.02. Calculation of Prisoner Days.
For the purposes of this Agreement, a "Prisoner Day" shall mean a
twenty-four (24) hour time period beginning with twelve (1 2)o'clock midnight
and ending twenty-four (24) hours later. A prisoner assigned to the Facility
for any portion of a day (other than a County Prisoner temporarily incarcerated
for less than twelve (12) hours as contemplated by Section 2.09) shall be
deemed to be included in that day's prisoner population for purposes of
calculating the amounts payable pursuant to this Agreement.
SECTION 4.03. Management Fee Payable to Manager.
As consideration for the management services to be provided by Manager
under this Agreement, on a monthly basis the Manager shall be paid a Fixed
Management Fee by the County on a per inmate per Prisoner Day basis for each
inmate and prisoner housed at the Facility in accordance with the following
schedule:
County Prisoners: $31.00 per inmate per Prisoner Day
State Prisoners from TDJC: $31.00 per inmate per Prisoner Day
Other Prisoners: At a per inmate per Prisoner Day rate to be agreed upon
between the County and the Manager at the time any other prisoner is assigned
to the Facility.
The County and the Manager acknowledge that the management fee set forth
above has been agreed upon based on the expectation that the Facility will have
a maximum of 411 inmates. The County and the Manager agree that if the number
of inmates ever exceeds 411, then the County and the Manager shall in good
faith renegotiate the Fixed Management Fee payable to the Manager to take into
account the additional costs and expenses the Manager will incur as a result of
the additional inmates.
SECTION 4.04. Utilities.
All utilities provided to the Facility shall be paid for by County.
SECTION 4.05. Transportation Services.
The transportation of inmates (other than County Prisoners) shall be the
responsibility of Manager and the County shall have no obligation to provide
any transportation services for inmates other than County Prisoners.
SECTION 4.06. Billing Services.
Billing services shall be provided by Manager to the County for all
contracts to house prisoners in the Facility. Each contract will be billed on a
monthly basis in the name of the County. Manager shall note on all invoices
under the contract that payment should be made directly to the County by wire
transfer or other direct payment to the County. Manager shall mail or otherwise
deliver copies of all invoices to the County concurrently with the mailing of
such invoices to the party being invoiced. In the event that a person or entity
invoiced by Manager fails to make timely payment to the County, then Manager at
its sole cost and expense shall take all steps (including litigation) to
recover such invoiced amounts for the County.
SECTION 4.07. Telephone Revenues.
In addition to any other fees or funds to be paid to the County or Manager
hereunder, the County and Manager agree that all proceeds received by Manager or
the County for inmate telephone services, including any telephone services
advanced, unless otherwise directed by law shall be distributed as follows:
(i) 100% to the County; and
(ii) -0-% to Manager.
ARTICLE V
FACILITY MEDICAL CARE
SECTION 5.01. Basic Medical Care.
Basic medical care will be provided by Manager at its expense to all
prisoners detained at the Facility. This shall be limited to any condition
which can be "self-treated" by the prisoners or which may be treated by a lay
technician acting under guidelines provided by a medical doctor, including
first aid for emergencies. This shall also include the dispensing of
"over-the-counter" type medications which have been approved for inventory by
the medical consultant to the Facility.
SECTION 5.02. Other Medical Care.
(a) The cost of hospitalization, prescription drugs, surgical and dental
care (and transportation to obtain such care) for a prisoner shall be the
obligation of the Prisoner Transfer Source or the jurisdiction from which the
prisoner was assigned to the Facility, including prisoners from the County.
(b) However, regardless of any other Section of this Agreement, Manager
shall be obligated to provide all medical services required to be provided
pursuant to any Agreement between the County and any Prisoner Transfer Source
where Manager has reviewed and approved such agreement prior to execution by
the County. If requested by Manager and at Manager's sole cost and expense, the
County shall reasonably assist Manager in requesting reimbursement from any
appropriate entity for any medical services provided to any inmate. The County
shall not, however, be obligated to pay or bear any cost of any medical or
health care (or transportation to obtain such care) for any prisoner, other
than County prisoners.
ARTICLE VI
COMPLIANCE WITH STANDARDS
SECTION 6.01. Procedures Manual.
Manager shall prepare and adopt a procedures manual for the operation of
the Facility so as to insure that the Facility is operated in compliance with
applicable law, and those rules and procedures promulgated by the Commission or
any other Prisoner Transfer Source. Manager shall make such modifications and
corrections in said procedures manual as are necessary to keep the Facility in
compliance with all applicable laws and the rules and procedures promulgated by
the Commission and any other Prisoner Transfer Source.
SECTION 6.02. Training of Employees.
Manager, at its sole cost and expense, shall ensure that all employees at
the Facility are adequately trained to perform at the requisite levels and
standards required by all applicable laws and the rules and procedures
promulgated by the Commission and any applicable Prisoner Transfer Source.
ARTICLE VII
TERM OF AGREEMENT
This Agreement shall be on a month to month basis and may be terminated
at any time by the County or the Manager upon giving sixty (60) days' prior
written notice to the other party hereto.
ARTICLE VIII
TERMINATION
This Agreement may be terminated by either party if the other party is in
default hereunder and fails to cure such default within ten (10) days after
giving written notice of default.
ARTICLE IX
INSURANCE
SECTION 9.01. Liability Insurance.
(a) Manager shall obtain and maintain in force a policy or policies of
liability insurance in an aggregate amount of not less than One Million and
No/100 Dollars ($1,000,000.00) in coverage for any single claim thereunder.
Such insurance shall insure against all claims, including claims based upon
violations of civil rights arising from services performed by Manager pursuant
to this Agreement. In addition, Manager further agrees to cause contractual
liability insurance endorsements or policies to be issued to (i) insure
Manager's contractual obligations hereunder, (ii) indemnify the County as an
additional insured thereunder against liability costs, expenses, attorneys' fees
and costs of court for and with respect to any claims which may be asserted with
regard to, resulting from or in connection with Manager's performance or
nonperformance of this Agreement, including the obligations of Manager under
Section 10.02, and (iii ) obtain a waiver of subrogation in favor of the County
which shall be stated on the certificates described in Section 9.03. Manager
shall be liable to the County for all damages incurred by the County resulting
from Manager's failure to procure and maintain the insurance and certificates
required by this Agreement.
(b) Manager shall obtain and maintain in force, at its sole cost, risk
and expense during the term of this Agreement, a policy or policies of fire,
casualty, and building insurance in an aggregate amount of not less than Five
Million and No/100 Dollars ($5,000,000.00) in coverage for any single claim
thereunder. Such insurance shall cover all contents, structures, and fixtures
at replacement cost values of the Facility.
(c) Each company issuing an insurance policy pursuant to this Section 9.01
shall be authorized to transact business in the State of Texas and such company
shall be subject to the prior approval of the County (which approval shall not
be unreasonably withheld).
SECTION 9.02. Additional Insureds.
The policy or policies of insurance described in Section 9.01 shall name
the County, the County Judge, the County Commissioners and the Sheriff, as
additional insureds or joint loss payees, as their interests appear.
SECTION 9.03. Proof of Insurance.
Manager shall provide to the County insurance certificates as proof of
the insurance policies to be obtained and maintained in accordance with this
Article IX. Manager shall notify the County of any changes in any of its
policies of insurance within ten (10) days after the circumstance giving rise to
the change.
SECTION 9.04. Health Care Benefits.
Manager shall provide to its employees health care benefits at least
comparable to those provided by the County to its employees.
ARTICLE X
INDEMNIFICATION
SECTION 10.01. Indemnification of Manager.
To the extent permitted by State law and except as otherwise provided in
the second sentence of Section 10.02 below, the County agrees to and hereby
does defend, hold harmless, and indemnify Manager and its officers, directors,
employees, agents, and representatives from and against any and all claims,
damages, demands, losses, costs and expenses including attorney's fees, arising
solely out of the gross negligence or willful misconduct of the County, its
agents, employees, and representatives, involving a prisoner housed at the
Facility prior to such prisoner being released from the Facility, including but
not limited to all claims, damages or losses arising or alleged to have arisen
from false arrest, false imprisonment, wrongful detention, violation of civil
rights and all other claims of a similar nature in connection with County
Prisoners originating in Jefferson County.
SECTION 10.02. Indemnification of County.
MANAGER AGREES TO AND HEREBY DOES DEFEND, HOLD HARMLESS AND INDEMNIFY THE
COUNTY, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES (INCLUDING THE COUNTY JUDGE,
THE COUNTY COMMISSIONERS, AND THE SHERIFF), FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, DEMANDS, LOSSES, COSTS AND EXPENSES, INCLUDING ATTORNEYS'
FEES, INCURRED OR SUFFERED BY THE COUNTY, ITS EMPLOYEES, AGENTS, OR
REPRESENTATIVES, ARISING OUT OF, IN WHOLE OR IN PART, OR RESULTING FROM, IN
WHOLE OR IN PART, ANY NEGLIGENT OR WRONGFUL ACT OR FAILURE TO ACT BY MANAGER OR
ITS AGENTS, EMPLOYEES, OFFICERS OR REPRESENTATIVES. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION
IS INDEMNITY BY MANAGER TO INDEMNIFY AND PROTECT THE COUNTY FROM THE
CONSEQUENCES OF THE COUNTY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A SOLE
CAUSE OR A CONCURRING CAUSE OF THE INJURY OR DEATH OR DAMAGE. IT IS FURTHER THE
EXPRESSED INTENTION OF THE PARTIES HERETO THAT MANAGER DOES HEREBY ASSUME
LIABILITY FOR ALL CLAIM ARISING FROM THE SERVICES PERFORMED UNDER THIS
AGREEMENT BY MANAGER.
ARTICLE XI
APPROVAL AND MONITORING
SECTION 11.01. Approval of Sheriff.
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.
SECTION 11.02. Approval of Conditions of Confinement.
Within two (2) months of the execution of this Agreement, Manager shall
provide the County and the Sheriff with written comprehensive standards for
conditions of confinement, if the same has not already been provided. The
Sheriff shall review and approve the comprehensive standards for conditions of
confinement to be developed and implemented by Manager for the operation,
management and maintenance of the Facility. Such approval shall not be
unreasonably withheld. The acceptance and approval of said written standards
are an express condition precedent to the County's continued obligations under
this Agreement. Said standard shall be incorporated as an addendum to this
Agreement in compliance with Section 351.103 of the Local Government Code.
SECTION 11.03. Monitoring by Sheriff and County.
The Sheriff shall regularly monitor Manager's management of the Facility.
The Sheriff or his written designated representative shall conduct a thorough
on-site inspection of the Facility no less than twice each month throughout the
term of this Agreement. The County shall have the same rights to monitor
Manager's management of the Facility, as are granted to the Sheriff, pursuant
to this Section 11.03. Specifically, the monitor will be free to investigate
inmate complaints and grievances independent from any committee made up of
employees of Manager, and Manager and its employees are required to cooperate
fully in any such investigations.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. Disadvantaged Business and Hiring Preferences.
Manager shall use its best efforts to identify and utilize disadvantaged
business, as defined in Section 351.1035 of the Texas Local Government Code, as
subcontractors that may provide or have the potential to provide supplies,
materials, services and equipment to Manager for performance of this Agreement.
Manager shall use its best efforts to hire local personnel as employees for the
Facility, and shall give preferential consideration in hiring to employees of
the County who meet or exceed Manager's qualifications and standards for
employment in available positions. Additionally, Manager shall use its best
efforts to purchase local goods and services in connection with the operation,
maintenance, and management of the Facility. Manager shall also encourage its
subcontractors to similarly utilize disadvantaged business, hire local personnel
and purchase goods and services locally.
SECTION 12.02. Nondiscrimination.
Manager shall at all times provide the services required hereunder in
compliance with all laws with respect to nondiscrimination in hiring, promotion
or pay of employees. No person will be subjected to discrimination on the
grounds of race, sex, age, color, religion, or national origin.
SECTION 12.03. Binding Nature.
This Agreement shall not be binding upon the parties until it is approved
and executed by both parties, and all conditions of Section 12.13 have been
fulfilled. This Agreement, after properly approved and executed by the parties,
shall inure to the benefit of the County and Manager and shall be binding upon
the County and Manager and their respective successors and assigns. This
Agreement may not be assigned by either party without the express written
consent of the other party.
SECTION 12.04. Invalidity and Severability.
In the event that any provision of this Agreement shall be held invalid
or unenforceable, the validity and enforceability of the remaining provisions
of this Agreement shall not in any way be affected thereby. The parties hereto
acknowledge that if any provision of this Agreement is determined to be invalid
or unenforceable, it is their desire and intention that such provision be
reformed and construed in such a manner that it will, to the maximum extent
practicable, be deemed to be validated and enforceable.
SECTION 12.05. Terminology and Definitions.
All personal pronouns used in this Agreement, whether used in the
masculine, feminine, or neuter gender, shall include all other genders; the
singular shall include the plural and the plural shall include the singular.
SECTION 12.06. Laws of Texas.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
SECTION 12.07. Jurisdiction.
This Agreement shall be deemed performable in Jefferson County, Texas.
Any and all suits for any and every breach of this Agreement shall be
instituted and maintained in any court of competent jurisdiction in Jefferson
County, Texas.
SECTION 12.08. Entire Agreement.
This Agreement incorporates all of the agreements, covenants and
understandings between the parties hereto, concerning the subject matter
hereof, and all such covenants, agreements and understandings have been merged
into this written Agreement. No other prior agreement or understanding, verbal
or otherwise, of the parties or their agents shall be valid or enforceable
unless embodied in this Agreement. Each party acknowledges that it was
represented by competent counsel of its own choosing regarding the negotiation
and execution of this Agreement.
SECTION 12.09. Amendment.
No changes to this Agreement shall be made except upon written agreement
of both parties. This Agreement may be amended by a written agreement signed
by the Jefferson County Judge, the Jefferson County Sheriff, and the president
or any vice president of Manager.
SECTION 12.10. Confidentiality.
To the extent allowed by applicable state and federal laws, any
confidential information provided to or developed by Manager in the performance
of this Agreement shall be kept confidential and shall not be made available to
any individual or organization by Manager or the County without prior written
approval of the other party.
SECTION 12.11. Notices.
All notices called for or contemplated hereunder shall be in writing and
shall be valid when actually received by the party to whom such notice is
given if sent via a private courier, such as Federal Express or Airborne, or
by telecopy, or by means other than the United States Mail, or on the date
when deposited in the United States Mail, postage pre-paid, and sent by
Certified Mail, Return Receipt Requested and addressed to the party as herein
specified below:
(a) Notices to the County shall be delivered or sent as
follows:
Office of the Jefferson County Judge
Jefferson County Courthouse
X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000
With a copy to:
Xxxxxx, Xxxx & Xxxxxx, L.L.P.
000 Xxxxxxx
Xxxxxxxx, Xxxxx 00000
(b) Notices to Manager shall be delivered or sent as follows:
Xxxxx X. Xxxxxxxx, President
Correctional Services Corporation
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
SECTION 12.12. Headings.
The headings used herein are for convenience of reference only and shall
not constitute a part hereof or affect the construction or interpretation of
this Agreement.
SECTION 12.13 Conditions to Effectiveness.
The effectiveness of this Agreement and the commencement of the Initial
Term of this Agreement are subject to the continued approval and certification
of Manager and the Facility by the Commission to receive prisoners as
contemplated hereby.
SECTION 12.14. Authority.
By his or her signature below, each signatory individual certifies that
he or she is the properly authorized agent or officer of the applicable party
hereto and has the requisite authority necessary 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.
SECTION 12.15. Execution in Counterparts.
This Agreement may be executed in several counterparts, each of which shall
be deemed an original and all of which shall constitute but one and the same
instrument. This Agreement shall be considered fully executed when all parties
have executed an identical counterpart, notwithstanding that all signatures may
not appear on the same counterpart.
SECTION 12. 16. Agreement Regarding Modifications to Facility.
The parties hereto acknowledge that the Facility has been vacant prior to
the date of execution of this Agreement, and that certain maintenance, cleaning,
painting, construction and other improvements may be required in order to modify
the Facility and to meet the needs, demands and requirements of certain
potential Prisoner Transfer Sources. The parties acknowledge that they will
jointly inspect the Facility and specifically describe each item of maintenance,
cleaning, painting, construction, or other improvement required and shall at
that time enter into good faith negotiations to agree as to which party hereto
shall be responsible for the cost and implementation of each item so described.
SECTION 12.17. Special Provisions Regarding Modification to Agreement.
The parties hereto acknowledge that it is in their best interest for the
Facility to remain qualified to house out-of-state prisoners in accordance with
the requirements of the Commission so as to maximize utilization of the
Facility. Accordingly, it is expressly that the parties agree to enter into good
faith negotiations to amend this Agreement at any time and from time to time as
may be necessary to maintain on a continuous basis the Facility's qualification
to house out-of-state prisoners.
[The remainder of this page has intentionally been left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
JEFFERSON COUNTY, TEXAS CORRECTIONAL SERVICES CORPORATION
By: By:
Xxxx X. Xxxxxxxx, Xx. Xxxxx X. Xxxxxxxx
County Judge President
By:
Xxxxx Xxxxx
County Sheriff
By:
Xxxxxx Xxxxxxx
County Commissioner
By:
Xxxx X. Xxxxxxxx
County Commissioner
By:
Xxxxxx Xxxxxxxx
County Commissioner
By:
Xx Xxxxx
County Commissioner
ATTEST:
By:
Xxxxx Xxxxxx
Jefferson County Clerk (COUNTY SEAL)
