Exhibit 10.46
MANAGEMENT AGREEMENT FOR OPERATION OF THE
XXXX COUNTY JUVENILE RESIDENTIAL FACILITY
This Management Agreement (as amended or supplemented as herein provided,
the "Agreement") is made and entered into by and between Correctional Services
Corporation, a duly organized corporation of the State of Delaware ("CSC"), Xxxx
County, Texas, a political subdivision of the State of Texas (the "County"), and
with the advise and consent of the Xxxx County Juvenile Board.
WITNESSETH:
WHEREAS, the County has acquired approximately 43 acres of land and all
buildings presently located upon said land, as may be more particularly
described in a Deed filed of record in Volume 3497, Page 10 of the Deed Records
of Xxxx County, Texas, to which reference is made, said land being generally
located at 0000 Xxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxx, Xxxxx. The County
desires to utilize the property as a juvenile detention facility initially
containing a total of sixty-four (64) juvenile detention beds and ultimately
containing a total of ninety-six (96) juvenile detention beds. This operation,
henceforth known as the "Facility", which term shall include all existing and
future improvements made to such property, shall be operated in conformity with
all applicable state, federal and local law, rules, regulations and ordinances;
and
WHEREAS, the Juvenile Board and County desire to engage CSC to manage and
operate the Facility and to provide the program services described herein (the
"Programs") under the terms and conditions contained herein, and
WHEREAS, Texas law allocates various duties and responsibilities pertaining
to juvenile justice and detention to various respective governmental entities
and officers, including Xxxx County, acting by and through it's Commissioners
Court, and where indicated and as required by applicable law, the Juvenile Board
of Xxxx County, acting by and through it's chief administrative officer, and
where indicated and as required by applicable law to the Xxxx County Juvenile
Court-t, acting by and through the presiding judge of said Court in both his
judicial and administrative capacities. This Agreement in no means, manner or
form shall be construed to interfere with, alter or otherwise affect the
independent exercise of discretion vested upon each statutory authority given
duties and responsibilities under Texas law, whether for fiscal, administrative
or judicial functions. Likewise, nothing in this agreement shall be construed to
enlarge, diminish, adversely affect, impair, or limit any applicable rights,
powers, duties, authority, immunities or privileges previously held, possessed
or exercised
by the various governmental entities or officers implicated in statutory
provisions which pertain to juvenile justice and/or detention.
NOW, THEREFORE, for an in consideration of the promises and the mutual
covenants hereinafter contained, and subject to the conditions herein set forth,
the parties hereto covenant, agree, and bind themselves as follows:
ARTICLE ONE
DEFINITIONS
1.1 Interpretation. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
1.1.1 All references in this instrument to designated "Articles",
"Sections", "Exhibits", and other subdivisions are to the designated Articles,
Sections, Exhibits and other subdivisions of this instrument as originally
executed.
1.1.2 The words "herein", "hereof', and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit, or other subdivision.
1.1.3 This Agreement contains references to documents and other instruments
that are not in existence on the date of execution hereof. When and as such
instruments are prepared and are approved by CSC and the County (or where
applicable such other statutorily empowered entities, including the Xxxx County
Juvenile Board and/or the Xxxx County Juvenile Court as may be required by
applicable law) the references herein to such instruments and to any capitalized
terms used therein shall have the same effect as though such instruments existed
on the date of execution hereof.
1.1.4 CSC is an independent contractor, and is not delegated any duty,
responsibility or authority of a governmental entity by way of this Agreement.
Likewise, the services provided under this Agreement are professional services,
and are not subject to the provisions of Article 262.023, Texas Local Government
Code.
1.2 Service Commencement Date. Shall mean the date upon which CSC commences
the provision of operational and management services of the Facility.
ARTICLE TWO
Representations and Warranties
2.1 Representation of CSC. CSC represents and warrants to and for the
benefit of the Juvenile Board and the
County, with the intent that the Juvenile Board and County will rely
thereon for purposes of entering into this Agreement, as follows:
2.1.1 Organization and Qualification. CSC has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware with power and authority to own or lease its properties and conduct
its business as presently conducted. CSC shall attach to this Agreement a
current certificate of good standing, issued by the State of Delaware, and shall
annually supplement said certificate during the term of this Agreement.
Additionally, CSC shall attach to this Agreement a current certificate of
authority to engage in business in the State of Texas, and shall annually
supplement said certificate during the term of this Agreement.
2.1.2 Authorization. This Agreement has been duly authorized and executed
by CSC and delivered to the County for execution. Upon approval of the agreement
by the Xxxx County Juvenile Board and the execution thereof by the County Judge
on behalf of the County, and delivery of the executed agreement to CSC
constitutes a legal, valid, and binding agreement enforceable against CSC in
accordance with its terms.
2.1.3 No Violation of Agreements, Articles of Incorporation, or Bylaws. The
consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof will not conflict with, or result in a breach of
any of the terms and provisions of, or constitute a default under any indenture,
mortgage, deed of trust, lease, loan agreement, license, security agreement,
agreement, governmental license or permit, or other agreement or instrument to
which CSC is a party or by which its proper-ties are bound, or any order, rule,
or regulation of any court or any regulatory body, administrative agency, or
properties, except any such conflict, breach, or default which would not
materially and adversely affect CSC's ability to perform its obligations under
this Agreement, and will not conflict with, or result in a breach of any of the
terms and provisions of, or constitute a default under, the Articles of
Incorporation (or other corresponding charter document) or Bylaws of CSC.
2.1.4 No Defaults Under Agreements. CSC is not in default, nor is there any
event in existence which, with notice or the passage of time or both, would
constitute a default by CSC, under any indenture, mortgage, deed of trust,
lease, loan agreement, license, security agreement, agreement, governmental
license or pen-nit, or other agreement or instrument to which it is a party or
by which any of its properties are bound and which default would materially and
adversely affect CSC's ability to perform its obligations under this Agreement.
2.1.5 Compliance with Laws. Neither CSC nor its officers and directors
purporting to act on behalf of CSC have been advised, and have no reason to
believe, that CSC or such officers and directors have not been conducting
business in compliance with all applicable laws, rules, and regulations of the
jurisdictions in which CSC is conducting business including all safety laws and
laws with respect to discrimination in hiring, promotion or pay of employees or
other laws affecting employees generally, except where
failure to be so in compliance would not materially and adversely affect
CSC's ability to perform its obligations under this Agreement.
2.1.6 No Litigation. There is not now pending or, to the knowledge of CSC,
threatened, any action, suit, or proceeding to which CSC is a party, before or
by any court or governmental agency or body, which might result in any material
adverse change in CSC's ability to perform its obligations under this Agreement,
or any such action, suit, or proceeding related to environmental or civil rights
matters; and no labor disturbance by the employees of civil rights matters; and
no labor disturbance by the employees of CSC exists or is imminent which might
be expected to materially and adversely affect CSC's ability to perform its
obligations under this Agreement.
2.1.7 Taxes. CSC has filed all necessary federal, state, and foreign income
and franchise tax returns and has paid all taxes as shown to be due thereon; and
CSC has no knowledge of any tax deficiency which has been or might be asserted
against CSC which would materially and adversely affect CSC's ability to perform
its obligations under this Agreement.
2.1.8 Disclosure. There is no material fact which materially and adversely
affects or in the future will (so far as CSC can now reasonably foresee)
materially and adversely affect CSC's ability to perform its obligations under
this Agreement.
There is presently no known fact which materially and adversely affects, or
which in the future will (so far as CSC can now reasonably foresee) materially
and adversely affect CSC's ability to perform its obligations under this
Agreement. During the term of this Agreement or any extension hereof, CSC agrees
to disclose in writing to the County in a timely manner any material fact,
including insolvency or bankruptcy, which might reasonably prevent CSC from
performing its obligations under this agreement.
2.2 Representations of the County. The County represents and warrants to
and for the benefit of CSC with the intent that CSC will rely thereon for
purposes of entering into this Agreement as follows:
2.2.1 Authorization. The Juvenile Board and County have the requisite power
to enter in to this Agreement and perform all obligations hereunder and by
proper action have duly authorized the execution, delivery, and performance
hereof.
2.2.2 No Violation of Agreements. The consummation of the transaction
contemplated by this Agreement and the fulfillment of the terms hereof will not
conflict with, or result in a breach of any of the terms and provision of, or
constitute a default under any other agreement or instrument to which the County
is party or by which its proper-ties, except any such conflict, breach or
default which would not materially and adversely affect the ability of either
the Juvenile Board or the County to perform its obligations under this
Agreement.
2.2.3 Disclosure. There is no material fact which materially and adversely
affects or in the future will (so far as
either the County or Juvenile Board can now reasonably foresee) materially
and adversely affect the County's ability to perform its obligations under this
Agreement, which has not been accurately set forth in this Agreement or
otherwise accurately disclosed in writing to CSC by the Juvenile Board and/or
County prior to the date hereof.
ARTICLE THREE
EFFECTIVE DATE, INITIAL TERM, EXTENSIONS
3.1 Effective Date of Agreement, Initial Term. This Agreement shall become
effective upon its execution and delivery, and shall continue in full force and
effect unless sooner terminated, as hereinafter provided, for an initial term
ending five (5) years from the date hereof (the "Commencement Date").
3.2 Renewal. The Juvenile Board and County and CSC shall have the option to
renew the term of this Agreement for three (3) successive option terms of five
(5) years each by agreeing to each renewal in writing on or before ninety (90)
days prior to the expiration of the preceding option period.
ARTICLE FOUR
THE FACILITY
4.1 Construction. The County, with the advise and consent of the Juvenile
Board, will make certain improvements to the Facility (including without
limitation, fencing and security upgrades) to initially cause the Facility to be
capable of containing sixty-four (64) juvenile detention beds, and subsequently
to cause the Facility to be capable of containing ninety-six (96) juvenile
detention beds, all in compliance with Texas Juvenile Probation Commission
("TJPC") physical plant/construction standards. The County shall use its
reasonable best efforts to cause the Facility to be capable of containing
sixty-four (64) juvenile detention beds in compliance with TJPC standards on or
before October 1, 1996 and shall use its reasonable best efforts to expand the
number of juvenile detention beds in the Facility (in compliance with TJPC
standards) to ninety-six (96) on or before May 1, 1997. However, the County
shall not be otherwise obligated under this Agreement for any failure of the
Facility to meet these arbitrary completion dates.
4.2 Compliance with Codes, Standards and Guidelines. The County will
remodel the Facility in compliance with all state, local and generally
recognized building and construction codes, including, without limitation, all
applicable standards and guidelines promulgated by the Texas Juvenile Probation
Commission Standards for Pre and Post Adjudication Facilities. In addition, the
County shall make available for use by CSC all personal property, fixtures,
furniture and equipment contained in the list attached as Exhibit "A" hereto.
The County shall obtain all
permits and licenses required by any governmental entity having power to
control or regulate the operation of the Facility. Upon the completion of the
stated remodeling, the County shall notify the Xxxx County Juvenile Board and
the Xxxx County Juvenile Court, that the Facility is ready for inspection as
required by Article 51.12(c) of the Texas Family Code. The County shall, if
necessary, make every reasonable effort to remedy any condition of the Facility
which prevents certification by the County Juvenile Board and the County
Juvenile Court that the Facility is suitable for the detention of children in
accordance with:
(1) the requirements of Subsections Article 51.12(a), (f), and (g); and
(2) minimum professional standards for the detention of children in
pre-adjudication or post-adjudication secure confinement promulgated by the
Texas Juvenile Probation Commission (TJPC) or, at the election of the juvenile
board, the current standards promulgated by the American Correctional
Association.
4.3 Repairs and Maintenance. The County shall, at its own expense, maintain
the physical structure of the Facility, and make all necessary structural
repairs and improvements to the Facility including, but not limited to, repairs
and improvements to the foundation, walls, roof, underground and concealed
plumbing, heating, ventilating and air conditioning system, drives, parking
areas, fixed furniture fixtures and equipment, fire protection systems, wiring
and electrical systems, to keep the Facility in good repair working order and
condition, subject to normal wear and tear. CSC will, at its sole cost and
expense, replace all light bulbs and ballasts as necessary, be responsible for
janitorial and cleaning services at the Facility and perform routine maintenance
and repairs at the Facility resulting from normal wear and tear. In addition,
CSC agrees to repair any and all damage to the Facility caused by the use of the
Facility by CSC, its employees, detainees or visitors, except to the extent such
damage is covered by insurance maintained by the County, in which event CSC will
repair such damage and the County shall pay CSC insurance proceeds received by
the County in connection with such damages, not to exceed CSC's actual cost of
repair.
Within thirty (30) days after the date hereof, the County and CSC shall
make a list of the personal property, fixtures, furniture and equipment
presently located at the Facility and divide such property into two separate
categories: (1) "non-accountable property", which may be used by CSC without
need to replace or repair same, and (2) "accountable property", which may be
used by CSC but shall be repaired or replaced by CSC and maintained in good
working order and condition by CSC. Upon the termination or expiration of this
Agreement, the "accountable property" shall be delivered by CSC to the County in
good working condition, reasonable wear and tear excepted.
4.4 Utilities. CSC shall pay for the use of all utilities necessary and/or
required for the operation of the entire Facility such as electricity, gas,
water and sewer. The County agrees to pay for waste and trash removal and pest
control services to the Facility. It is understood that the County may use a
portion of the Facility as set forth in Section 4.6 below. CSC and the County
will each maintain separate telephone systems and each will be responsible for
the cost of their own telephone service.
4.5 Taxes and Charges. CSC shall pay or discharge, or cause to be paid or
discharged, before the same become delinquent, all income, payroll and worker's
compensation taxes assessed against CSC in connection with its operation of the
Facility.
4.6 Administrative Offices. CSC shall make the buildings at the Facility
which are currently designated for use as administrative offices and classrooms
available for use by the Juvenile Board as the Juvenile Board may from time to
time deem appropriate and necessary, including but not limited to use by the
Juvenile Probation Department, Juvenile Court and JJAEP. Within reasonable
limitations based upon security of the Facility and its residents, and with the
exception of the secure residential areas of the Facility, the Juvenile Board
shall be permitted to use the Facility for appropriate juvenile activities and
programs, subject to advance scheduling with CSC in a manner which will cause
minimal disruption to CSC operations. In the event any additional construction
or improvements are made on the surrounding County owned land, the County shall
have the right to use such additional space in its entirety without limitation
by CSC.
ARTICLE FIVE
OPERATION AND MANAGEMENT OF THE FACILITY
5.1 General Duties and Obligations; Standards. CSC shall provide the
operations and management services described herein and operate, maintain and
manage the Facility in compliance with all applicable federal and state
constitutional requirements and laws, with all applicable provisions and
standards (and/or any variances originally granted by the County), with all
applicable standards of the Texas Juvenile Probation Commission, subject to
approval by the Juvenile Board.
5.2 Policies. CSC shall establish written policies, procedures and
operation manuals in regard to the Facility operation and juvenile supervision
for which it is responsible pursuant to the terms of this Agreement. Said
written policies, procedures and operation manuals shall comply with all
applicable federal and state constitutional requirements and laws, all
applicable standards of the Texas Juvenile Probation Commission. Said
written policies, procedures and operations manuals shall be the property of
CSC, and shall continue to be the property of CSC. CSC shall furnish the
Juvenile Board and the County a copy of its policies, procedures and operations
manuals for its review and comment upon execution of this Agreement and shall
furnish the Juvenile Board and County a copy of any subsequent changes to such
manual.
5.3 Specified Duties and Obligations. CSC's duties and obligations shall
include, but not be limited to, each of the activities specified below. CSC's
written system of policies, procedures and operation manuals described in
Article V, Section 5.2 shall address these specified duties and obligations.
5.3.1 Administration of the Facility. CSC shall appoint a Facility
Administrator to manage on-site CSC's day-to-day operation of the Facility. The
position of Facility Administrator shall be staffed by a professional
experienced in the administration of a like correctional facility.
5.3.2 Staffing. CSC shall at all times provide adequate staffing of the
Facility in compliance with applicable standards and TJPC policies. CSC shall be
responsible for employee benefits, including medical insurance, worker's
compensation insurance, and other benefits. The County shall have no obligation
to provide any staffing under this Agreement.
5.3.3 Personnel Recruitment and Selection. CSC's recruitment, selection and
employment of all personnel shall conform to the rules and regulation of the
Equal Employment Opportunity Commission. CSC shall adopt and implement a
non-discriminatory policy with respect to handicap, race, color, religion, sex,
age and national origin. CSC shall provide access to records required by law to
be maintained of such non-discriminatory action upon request by the County. A
notice evidencing CSC's adoption and commitment to this policy shall be posted
in a conspicuous location at the Facility.
5.3.4 Employee Training. CSC shall provide, at its own expense, adequate
training, which shall meet all applicable TJPC standards, for each of its
employees. To the extent necessary, CSC shall train employees to assure their
ability to comply with applicable policies, procedures and operation manuals as
specified by CSC.
XXXX COUNTY, TEXAS
BY: Judge Xxxx Xxxxx
On Behalf of the Commissioners Court
Of Xxxx County, Texas
EXHIBIT "A"
List of all personal property, fixtures, furniture and equipment to be
available for CSC's use at the Facility.
