HomeMy WebLinkAbout*AGMT - Correctional Systems,Inc. . • _ Oi
= CITY DETENTION FACILITY
2 j OPERATIONS AND MANAGEMENT AGREEMENT S4'
(Corrections Services, Inc. and
the City of Seal Beach)
5
T H IS AGREEMENT is dated as of 41 // ; 1994, by and between Gbvifr
8 the City of Seal Beach, California, a municipal corporation ( "City ") and Corrections
9 Services, Inc., a California corporation ( "Operator ").
G ;e'
1 RECITALS
2
3 WHEREAS, City owns existing jail and detention facilities which will,
4 after remodeling, house and care for non - high -risk prisoners; and
5
6 WHEREAS, City and Operator desire to enter into an agreement whereby •
7 Operator will provide the operation, management and supervision of a detention
8 facility located in City's existing jail and detention facilities accordance with the laws,
9 — rules— regulations, —and procedures of the State of California; and
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1 WHEREAS, City and Operator are authorized to enter into this Agreement
2 under applicable law;
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NOW, THEREFORE, in consideration of performance by the parties of the .
covenants and conditions herein contained, the parties hereto agree as follows:
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1. Definitions •
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11 A. "ACA" shall mean the American Correctional Association or its
12 designated successor whose headquarters are presently at 4321 Harwick Road,
13 . College Park, Maryland, 20740.
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15 B. "ACA Standards" shall mean the Standards For Adult Local Detention
16 Facilities (Second Edition, April 1981, as heretofore supplemented and as same may
17 be modified, amended, supplemented, or supplanted in the future) published by ACA.
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19 C. "Assigning Agency" shall mean any federal, state or local agency which
10 may lawfully assign an Inmate to the Detention Facility and which has executed an
11 Intergovernmental Service Agreement.
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13 D. "Board" shall mean the State of California Board of Corrections.
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15 E. "Certification Date" shall mean the date upon which the Detention
16 Facility is certified by the Board to receive Inmates.
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F.. "Chief of Police" shall mean the Chief of Police of City.
G. "City's Facility Representative" shall mean the person who is the official
liaison between City and Operator on all matters pertaining to the operation and
management of the Detention Facility as provided in Section 18.D, City's Facility •
Representative.
H. "Custody Criteria" shall mean those criteria used to determine an
Inmate's Custody Level and shall normally include, to the extent known to the
Operator, the Inmate's offense history, present offense, escape history, history of
violence, drug use or addiction, alcohol use or addiction, psychological status, and
present behavior. .
I. "Custody Level" shall normally mean a custody designation of either
Minimum Custody or Medium Custody which describes appropriate and adequate
supervision and housing assignments commensurate with the on -going needs and
requirements of the Inmate during his incarceration and is based on the Custody
Criteria.
J. "Day" shall mean a twenty -four (24) hour time period beginning with
I twelve o'clock midnight and ending twenty -four hours later.
I
i K. "Detention Facility" shall mean the facility located in the Police
Department Building, which shall house non - high -risk Inmates in accordance with the
■ applicable Minimum Standards.
I
G L. "Department" shall mean the State of California Department of
. Corrections.
M. "Disbursements" shall mean cash payments for Operating Expenses made
I from the Fund as provided in Section 14.E, Disbursements, of this Agreement.
i
N. "Distributions" shall mean cash payments made to the parties from
i excess Fund cash as provided in Section 14.F, Distributions, of this Agreement.
s O. "Facility Revenue" shall mean all income or other receipts as described
t in Section 11, Facility Revenue, which are to be deposited in the Detention Facility
i Fund as provided in Section 14, Detention Facility Fund.
i
P. "Fiscal Year" shall mean City's fiscal year commencing on July 1, and
t ending as of June 30, of each year.
Q. "For Cause" shall mean a material failure by either party to meet the
t provisions of this Agreement or the failure of Operator to meet the applicable
?. Minimum Standards when such failure to meet the applicable Minimum Standards
affects the operation of the Detention Facility.
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5 R: "Force Majeure" shall mean the failure of performance of any of the
6 terms and conditions of this Agreement resulting from acts of God.
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6 S. "Fund" shall mean the Detention Facility Fund, a special fund established
9 . and managed by City for the purpose of receiving and holding all Facility Revenue as
o provided in Section 14, Detention Facility Fund.
1
2 T. "Inmate" shall mean any Non - High -Risk male arrestee who is to be
3 lawfully held at the Detention Facility by City or pursuant to an Intergovernmental
a Service Agreement.
;
5 U. "Intergovernmental Service Agreement" shall mean an agreement
7 between City and any Assigning Agency whereby City and the Assigning Agency .
3 - agree to the terms and conditions whereby the Assigning Agency's Inmates shall be
booked and held in custody at the Detention Facility.
i V. "Medium Custody" shall mean that Custody Level appropriate to an
2 Inmate who is classified as eligible to be assigned to the Detention Facility but who
is not eligible to be assigned to the least secure housing in the Detention Facility and
t is not eligible for work outside of the Detention Facility's area.
W. "Minimum Custody" shall mean that Custody Level appropriate to an
Inmate who is classified as eligible to be assigned to the Detention Facility and is
3 eligible to be assigned to the least secure housing in the Detention Facility and is
eligible for work outside of the Detention Facility's area.
X. "Minimum Standards" shall mean the applicable federal, state, and City
requirements, laws, and statutes, applicable court orders, Board standards, and ACA
standards, whether now in effect or hereafter effected or implemented, as applicable
to the Detention Facility, except as waived by City or State. Where a conflict exists
. between Federal and State requirements, laws, and statutes, applicable court orders,
Board and ACA Standards, the stringent shall apply.
Y. "Non- High -Risk Inmate" shall mean an Inmate who is classified as
I Minimum Custody or Medium Custody.
Z. "Operating Expense" shall mean any expense which is properly
chargeable against the Facility Revenue Fund as provided in Section 12, Operating
Expenses, of this Agreement.
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AA. "Perishables" shall mean those items that are easily destroyed or spoiled.
AB. "Plans and Specifications" shall mean those written plans, drawings,
specifications, terms and conditions identified on Exhibit A to this Agreement.
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AC. "Police Department Building" shall mean the Seal Beach Police
Department building located at 911 Seal Beach Boulevard, Seal Beach, California,
which also houses the Detention Facility.
AD. "Service Commencement Date" shall mean the date upon which the
Operator commences the provision of operational and management services for the
Detention Facility.
2. Purpose
A. Purpose: The purpose of this Agreement is to establish the terms and
conditions under which Operator will remodel, operate, and maintain the Detention
Facility.
B. Nature of Operations: Operator shall operate, manage, supervise, and
maintain the Detention Facility for City in order to properly receive, detain, and care
for all Inmates who may be booked in the Detention Facility.
3. Grant of Operating Rights
City hereby grants to Operator the sole and exclusive right to operate the
Detention Facility for the term hereof, and Operator agrees to provide all labor,
- equipment, and materials necessary to operate the Detention Facility for the term
hereof and pursuant to the terms and conditions herein specified.
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4. Term of the Agreement
r • A. Initial Term: This Agreement is effective on the date set forth in the
3 initial paragraph of this Agreement. The initial term of this Agreement for the
operation and management of the Detention Facility shall be for the period commenc-
ing on the Service Commencement Date and terminating on a date two (2) years
thereafter, unless earlier terminated pursuant to the provisions of Section 16, Default
and Termination. The Service Commencement Date shall be not later than seven (7)
3 calendar days following the Certification Date. C4M#A'444
B. Renewal Options: Following the initial two (2) year term, this Agreement
; may be renewed by agreement of the parties for three (3) additional one (1) year
terms.
3
C. Cancellation: City may cancel this Agreement at any time as provided
in Section 16, Default and Termination.
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z 5. Remodeling of the Detention Facility
3
A. Construction: Operator agrees to cause to be completed, as an
5 Operating Expense, the repairs, alterations, additions, renovations, and improvements'
s to the Detention Facility set forth in the Plans and Specifications. These repairs,
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alterations, additions, renovations, and improvements are to be completed within four
(4) months of the date of execution hereof, subject to the provisions of Section
5.A.(1), Force Majeure. Operator shall obtain all required permits and approvals for
such construction, but no fees shall be required for City- issued permits. All repairs,
alterations, additions, renovations, and improvements to the Detention Facility made '
by Operator shall remain in, on and with the Detention Facility and be surrendered
with the Detention Facility to City upon termination of this Agreement.
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(1) Force Majeure: If Operator or its contractors shall be delayed or
prevented from the performance of any act required in the construction portion of this
Agreement by reasons of acts of God, restrictive governmental laws or regulations or
other cause without fault and beyond the control of Operator and/or its contractors
(financial inability excepted), Operator's construction performance shall be excused .
for the period of the delay, and the period ,or such performance shall be extended for
a period equivalent to the period of the delay.
B. Construction Bonds: Operator shall require its general contractor who
performs the - work - required by the Plans and Specifications to- supply a_ statutory
payment and performance bonds issued by a California admitted surety insurer in an
amount not less than 100 percent of the contract price and naming City as an Obligee
of the bonds. No portion of the work shall be commenced by any contractor prior to
City's approval of the contractor's bonds. Upon completion of each contract Operator
shall notify City of such completion and provide City with statutory forms of
Unconditional Waiver and Release upon Final Payment from the contractor and all
subcontractors and material suppliers.
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C. Liquidated Damages: In the event Operator does not complete
remodeling of the Detention Facility within the time permitted by Section 5.A,
Construction, subject to the provisions or Section 5.A.(1), Force Majeure, Operator
will pay City Three Hundred Dollars ($300.00) per day as liquidated damages unless
waived by City. The parties agree that this sum is a reasonable approximation of the
actual damages which they presently anticipate would result from the Operator's
breach, and it is inserted here not as a penalty but for the sole purpose of avoiding the
difficulties of proof of the actual damages.
6. Right of Entry
A. City's Right of Entry: Operator hereby agrees that representatives of
City, as designated by the City Manager or the Chief of Police, shall, at all times, have
the right to enter all areas and facilities pertaining to the Detention Facility and inspect
them to determine if they comply with each and every term and condition of this
Agreement and with the applicable Minimum Standards. Where practical, this right
of entry shall be exercised with advance notice to Operator to avoid adverse impacts
to security.
B. Locks and Keys: For each of the aforesaid purposes, City shall at all
times receive from Operator and have the right to retain and use keys to all gate and
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fence locks upon and about the Detention Facility. City shall have the right to use
such keys and any and all other means which City may reasonably deem proper to
i open any lock upon or about the Detention Facility in order to obtain entry in an
emergency.
1 C. Liability of City: City shall have no liability to Operator for any exercise
i of City's rights under this Section 6, Right of Entry, except for (a) City's failure to
exercise due care for Operator's property; (b) City's damage to facilities which
Operator is otherwise required to maintain or repair under this Agreement; or (c) City's
t failure to exercise due care for the security, care, and custody of Inmates under
t Operator's supervision. Except as provided in this Section 6.C, Operator hereby
i waives any claims for damages for any injury or inconvenience to Operator or interfere
s with Operator's business, or any Toss occasioned thereby. .
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3 7. Operation of the Detention Facility
3
o A. . General Duties and Obligations; Standards: Operator shall provide the
1 or -:- -. r - - - and - management services necessary to operate, maintain, and_manage the_
2 _ .entior. . Facility in compliance with the applicable Minimum Standards. .
3
4 B. Field Policies and Operations Manual: Operator shall develop a written
5 comprehensive Field Policies and Operations Manual covering all aspects of operations
6 including the procedures that will be utilized to facilitate monitoring of the facility.
7 The Manual shall be adequate to permit assumption of operations by City in the event
of Operator's inability to perform its duties hereunder or of the termination of this
9 Agreement for any reason. Operator shall submit the Manual .to City's Facility
o Representative for approval thirty (30) calendar days prior to the Service Commence-
1 , ment Date. Upon receipt of the Manual, City's Facility Representative will notify .
2 Operator in writing, within ten (10) calendar days, of City's approval or required _
3 changes. Upon receipt of any required changes, Operator shall submit completed
4 corrections to the Chief of Police, in writing, within five (5) calendar days. Once the
,5 Manual has received approval, any and all subsequent proposed additions, deletions,
, 6 or modifications to such Manual must be approved in writing by the Chief of Police
7 prior to implementation. The cost of the preparation of the Manual is not an
a Operating Expense unless it is provided to and materially utilized by a subsequent
9 private operator of the Detention Facility.
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1 C. Specified Duties and Obligations: Operator's duties and obligations shall
2 be set forth in detail in the Field Policies and Operations Manual. In general, these
3 shall include, but are not limited to, to the performance of the services set forth below
4 in accordance with the applicable Minimum Standards. The cost of providing these
5 services shall be an Operating Expense unless otherwise provided herein.
'6
7 (1) Intake and Release Processing: Operator shall provide intake and
s release processing which shall include review of Inmate's documents, Inmate search
9 as permitted by law, inventory and storage of Inmate's personal property and funds,
entry of Inmate data into Operator's data processing system, acceptance of Inmate
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a. custody, generation of intake and release documents and records, photographing and
2 fingerprinting of Inmate, initiation of Inmate health and well -being screening,
3 classification and housing assignment of Inmate, review of court release documents,
4 return of Inmate personal property and funds, completion of internal release
5 - documentation and ascertainment of Inmate identification confirmation prior to
6 release, transportation as described in Section 7.C.(6), Transportation, and any and
7 all such other duties as may be required by applicable statute or rule.
8
9 (2) Staffing: Operator shall staff and operate the Detention Facility
o in compliance with the applicable Minimum Standards.
1
2 (3) Food Service: Operator shall provide food service for all Inmates
3 in compliance with the applicable Minimum Standards.
4
5 (4) Health Services: Operator shall provide health services at the
5 Detention Facility for all Inmates in compliance with the applicable Minimum
7 Standards. Operator may refuse to accept custody of any Inmate who Operator
3 determines, in good faith, to be in need of medical attention which Operator cannot
3 provide at the detention facility.
L (5) Laundry and Inmate Clothing: Operator shall provide Inmate
laundry services and Inmate clothing in compliance with the applicable Minimum
s - Standards.
1
i (6) Transportation: Operator shall provide transportation services for
c Inmates in the Detention Facility to arraignment and to Orange County jail. Operator
shall arrange to transport released Inmates to a location providing adequate public
1 transportation as directed by City. Operator shall not be required to provide
1 transportation services for the purpose of Inmate transfer to state facilities, in -state
prisoner retrieval, or extradition.
(7) Telecommunications: Operator shall provide all telecommunica-
tions and data equipment adequate for the operation of the Detention Facility. Such
telecommunications and data equipment must meet City's Police Department's
requirements for booking Inmates into the Orange County jail as they may exist from
time to time.
(8) Legal: Operator shall provide the Detention Facility Inmates with
access to their legal counsel in accordance with the applicable Minimum Standards,
and to extent, if any, required by the applicable Minimum Standards, access to a law
library.
(9) Visitation: Operator shall provide all furniture, equipment, and
supervision necessary to implement a visitation program that meets the applicable
Minimum Standards with respect to Inmate visitation.
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27 (10) Essentials: Operator shall provide all facility supplies, including
28 hygiene items, clothing, office supplies, support items, and Inmate quarters, including
g9 but not limited to mattresses, pillows, sheets, pillowcases, and blankets, necessary
30 to meet the applicable Minimum Standards.
31-
32 (11) Safety: Operator shall operate and maintain the Detention Facility
33 in compliance with the applicable Minimum Standards relative to safety. •
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35 (1 2) Security: Operator shall be responsible for providing security for
36 all Inmates in accordance with the applicable Minimum Standards while they are inside
37 the Detention Facility and when they are being transported by Operator. While any
38 Inmate is in the custody of City, an Assigning Agency, the Sheriff, other custodial
39 entity, or a bailiff, Operator shall not be responsible for providing security for such
to Inmate, and such security shall be the responsibility of such custodial entity or officer.
11 .
12 (13) Disciplinary Rules and Regulations: Operator shall impose
13 discipline through rules, regulations, and orders pursuant to a disciplinary system
Pt meeting or exceeding the applicable Minimum Standards.
15 .
s6 (14) Records: Operator shall generate and maintain all Inmate records
17 in accordance with established procedures of the applicable Judicial Council and the
i8 applicable Minimum Standards. Operator shall make available for examination all data
19 and records with respect to matters covered by this Agreement and shall permit City
io to audit, examine and make excerpts or transcripts from such data and records, and
it .to make audits of all invoices, materials, payrolls, personnel records and other data
i2 relating to all matters covered by the agreement. Operator shall maintain such data
i3 and records in an accessible location for a period of three (3) years after final payment
i4 under this Agreement.
i5
i6 (15) Vehicles Maintenanceandlnsurance: Operator shall be responsible
i7 for procuring, insuring, maintaining, and operating all vehicles, and the costs thereof
i8 shall be Operating Expenses.
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io (16) Uniforms: Operator shall establish a policy prescribing a standard
i1 uniform for its corrections officers including shirts, pants, belts, jackets, and
i2 associated uniform articles of clothing that are normally and routinely issued to
.3 corrections officers. Operator shall provide such uniform items to the corrections
4 officers either directly or through a uniform allowance.
i5
.6 8. Utilities and Maintenance
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a A. Specified Duties and Obligations: The parties' respective duties and
i9 obligations with respect to utilities and maintenance are as set forth below. The cost
Po of providing these services shall be an Operating Expense unless otherwise provided
'1 herein.
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73 (1) Utilities: City shall be responsible for the provision of all utilities
74 except as provided in Section 8.A.(2).
76 (2) Telephone Services: Operator shall be responsible for the provision .
77 - of and payment for all pay telephone services at the Detention Facility. City shall be
78 responsible for the provision of and payment for in -house telephone services. Calls
,79 made by Operator and its employees which are personal or corporate in nature shall
80 be placed through pay telephones or billed to personal or corporate credit cards and
a1 do not constitute Operating Expenses.
82
83 (3) Maintenance: Operator shall maintain the physical structure of the
.84 Detention Facility and all tangible personal property contained therein, in accordance •
85 with the applicable Minimum Standards, including ordinary routine maintenance, and •
86 will in so doing, maintain, preserve and keep the Detention Facility in good repair,
87 working order and condition, subject to normal wear and tear, and will, from time to
as time, make or cause to be made, all necessary and proper repairs, replacements and
89 renewals, which shall thereupon become part of the Detention Facility. City shall,
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So subject to the provisions of Section 8.A.(6), Damage to Detention Facility, have
191 responsibility for all maintenance, repairs, replacements and renewals related to Police
192 Department Building systems located outside the Detention Facility (such as electrical
193 supply, hot water heaters, sewers, etc.), and structural conditions or defects of the
194 Police Department Building which affect the Detention Facility. The costs of such
195 •work by City shall not be an Operating Expense except to the extent that such work
3 is required to be undertaken within the physical limits of the Detention Facility, in
which case the work shall be an Operating Expense.
.98
X99 (4) Remodeling: Subject to the prior written approval of City, Operator
too shall have the authority to remodel the Detention Facility or make substitutions,
Al alterations, additions, modifications and improvements to the Detention Facility from
42 time to time, the cost of which remodeling, substitutions, allegations, additions,
03 modifications, and improvements shall be paid by Operator as an Operating Expense,
44 and the same shall become part of the Detention Facility.
45
.06 (5) Fixtures: Operator may from time to time after the Service
.07 Commencement Date, install machinery, equipment, and other personal property in
.08 the Detention Facility, which may be attached or affixed to the Detention Facility. All
•09 such equipment shall constitute fixtures and remain part of the Detention Facility and
•10 may not be removed from the Detention Facility unless replaced by a similar item
•11 within a reasonable time period. If City has approved such fixtures and their
12 installation in writing, the cost of the fixtures and their installation shall be regarded
13 as an Operating Expense; if the City has not approved such fixtures and their
14 installation in writing, the cost of the fixtures and their installation shall be at the sole
•15 cost and expense of Operator.
16
17 (6) Damage to Detention Facility: Promptly after the occurrence of
any damage to or loss of the Police Department Building or the Detention Facility that
materially affects the continued operation of the Police Department Building or the
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420 Detention Facility, the parties shall notify each other of such Toss or damage and shall
421 jointly assess the nature and extent of such damage or loss. As soon as practicable
) z and desirable thereafter, the parties shall determine to rebuild, repair or restore such
423 damage or loss or to terminate this Agreement as provided in Section 16.F,
424- Termination for Damage. In the event Operator and City shall determine to repair,
425 rebuild or restore the Police Department Building or the Detention Facility, Operator
426 and City shall mutually determine the allocation for payment of the costs in of
427 undertaking such repair, rebuilding or restoration. If City and Operator determine not
428 to rebuild, repair or restore the Police Department Building or the Detention Facility,
429 then this Agreement shall terminate with respect to the Detention Facility thirty (30)
430 days after such determination. Neither party is under any obligation to rebuild, repair
431 or restore the Detention Facility even though the City determines to rebuild, repair or
432 restore the Police Department Building.
433
434 9. • Employees
435
436 " A. Background Investigation, Orientation and Training: The Operator's
437 duties and obligations with respect to background investigations, orientation and
438 training are as set forth below. The cost of providing these services shall be an
439 Operating Expense unless otherwise provided herein.
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440
441 (1) Back Investigation: A background investigation and .
442 psychological evaluation shall be made by Operator of the jail manager and supervisor
443 prior to being hired by Operator for assignment to the Detention Facility, the results
){4 of which investigation shall be made available to City. Operator shall maintain, on file,
445 two completed fingerprint charts on each employee. Operator shall also provide
446 background investigation reports and psychological evaluations on any Detention
447 Facility employee when requested by City.
448
449 (2) Orientation and Training: Operator shall provide an orientation
450 program for all employees as well as initial and recurring training in compliance with
451 the applicable Minimum Stand ards. All training shall be conducted as close to the
452 Detention Facility as possible. If City has approved such training in writing, the cost
453 of the training shall be regarded as an Operating Expense; if the City has not approved
454 such training in writing, the cost of the training shall be at the sole cost and expense
455 of Operator. The costs of training shall, as necessary and approved by City, include
456 transportation, housing, and meals in addition to the direct training costs. .
457
458 10. City's Responsibilities .
459
460 A. Cooperation: City shall cooperate with the Operator in all matters of law
461 enforcement, security and communication.
462
463 B. Training: City shall assist Operator in the training of Operator's
464 employees to operate the Detention Facility.
565
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6 C. Information: City's Police Department shall assist and cooperate with
7 Operator in providing information requested and needed by Operator in the screening
s of candidates for employment to the extent legally permitted. No liability shall attach
9 to City for such assistance, however, and Operator agrees to, fully indemnify and hold
o - harmless City for providing such assistance.
1
2 D. City Policies and Applicab /e Court Orders: City shall provide Operator
3 with copies of all City policies applicable to City's booking and custodial procedures
4 and with any applicable court orders.
5
6 E. Utilization: City and Operator agree that it shall be to their mutual benefit
7 and interest that the Detention Facility be fully utilized by maintaining the maximum
s Inmate population. To this end, and throughout the term of this Agreement, City
9 agrees to use its best efforts, at no cost to Operator, but with the cooperation and
o assistance of Operator, to insure that such Inmate population is obtained from
1 Assigning Agencies.
2
3 11. Facility
4
5 Facility Revenue is revenue due to or received by City or Operator from any source
6 whatsoever which results from Detention Facility operations, including, without
7 limitation, payments received for Inmate housing, detention, transportation, canteen
8 services, and telephone services.
9
o 12. Operating Expenses
1
2 A. Included Expenses: Operating Expenses include all expenses reasonably
3 incurred by Operator or City for the remodeling, operation and maintenance of the
4 Detention Facility. Operating Expenses include, without limitation, required
5 performance and fidelity bonds and insurance coverages; sales and personal property •
6 taxes; worker's compensation insurance, and direct salaries and benefits of Operator's
7 staff at the Detention Facility only; expenses incurred in Inmate transportation;
s equipment maintenance and repairs; supplies; utilities; printing and postage; food
9 service; subcontracts authorized in Section 15.B, Subcontracts; and all other goods
o or services required to operate the Detention Facility.
1
2 B. Excluded Expenses: Taxes based in whole or in part upon Operator's
3 income or corporate status, corporate overhead and corporate office services, mark-
s ups above the actual cost of contractual supplies and services, or other expenses
5 expressly identified herein as excluded from Operating Expenses are not Operating
s Expenses.
7
3 13. initial Payment of Expenses
9
A. Payments by Operator: Operator shall pay all expenses of remodeling as
L provided in Section 5, Remodeling of the Detention Facility, and all Operating
z Expenses incurred, commencing with the effective date of this Agreement as provided
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in Section 4.A, Initial Term, and continuing until it has expended cash in the total sum
of One Hundred Thousand Dollars ($ 100,000.00). Operator shall document all such
■ expenditures as provided in Section 14.D, Invoicing.
► - B. Payments by City: After Operator has paid all sums required under
i Section 13.A, Payments by Operator, City shall pay the next One Hundred Thousand
Dollars ($ 100,000.00) in Operating Expenses. City shall document all such expendi-
tures as provided in Section 14.D, Invoicing.
L
C. Subsequent Payments: After Operator has paid all sums required under
3 Section 13.A, Payments by Operator, and City Operator has paid all sums required
4 under Section 13.B, Payments by City, all Operating Expenses shall be paid solely
5 from the Fund as provided in Section 14, Detention Facility Fund.
6 .
7 14. Detention Facility Fund
8 .
9 • A. Administration: The Fund shall be administered by City and signatories
o der ••• �`t d by City shall be the only authorized signatories for - disbursement of funds -
,1 .-in the Fund. All Facility Revenue shall be deposited into the Fund, and all
,2 - ..jIsbursements and Distributions shall be paid from the Fund. Neither City nor
13 Operator shall be obligated to contribute any monies to the Fund except as provided
14 in Section 16.E, Termination for Convenience, or as they may subsequently agree in
15 an amendment .� u.is •=,Gr ai - cent.
16
)i B. Accounting: On or before the sixth (6th) working day of each calendar
18 month during the term of this Agreement, Operator shall calculate the amounts due
19 th Fund from whatever source as Facility Revenue for the preceding month and
10 prepare and deliver to City a detailed report outlining the Facility Revenue due for the .
11 preceding month. This report shall be in a form satisfactory to-City and contain all •
12 detail necessary to permit City to timely bill the appropriate entities for all Facility
13 Revenues which are due to the Fund.
14
15 C. Bi /ling and Collections: On or before the twenty -fifth (25th) calendar day
a6 Ni of each month, City shall bill each appropriate entity for all Facility Revenues which
17 are then due to the Fund.. Upon receipt of Facility Revenue, City shall deposit the
as Detention Facility Revenue into the Fund.
49
50 D. Invoicing: The parties shall calculate all Operating Expenses and prepare
51 a detailed, auditable invoice, with substantiating documentation, for such expenses
52 on a monthly basis. Invoices shall be submitted to City for payment from the Fund
53 as provided in Section 14.E, Disbursements. Operating Expenses are payable solely
54 from the Fund, and neither party is liable for the payment of Operating Expenses
55 incurred by the other party which are for any reason not otherwise payable from the
56 Fund. Copies of any invoices submitted by City for City's Operating Expenses shall
57 be concurrently sent to Operator.
Y i
•
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540301 $72111.00200 00 0201891 2 Page 12 of 27 CITY OF SEAL BEACH
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9 E. Disbursements: Provided that sufficient Facility Revenue exists in the
D Fund, City shall direct the authorized signatories of the Fund to pay Operator's or
4 City's invoiced Operating Expenses within fifteen (15) working days after receipt of
t Operator's Operating Expenses invoice. In the event that insufficient Facility Revenue
3 . exists in the Fund, Operating Expenses shall be paid on a first - incurred, first -paid basis
s as funds become available unless otherwise agreed by the parties in writing.
5
s F. Distributions: All Fund cash remaining in the Fund at the end of each
r calendar month after the payment of all invoiced Operating Expenses, if any, shall be
3 divided equally between the Operator and City and distributed to them. Such
distributions shall become the sole property of the recipient upon distribution, and
neither party shall be required to account to the other concerning them except as
L provided in Section 14.H, Audit. This provision shall not become effective until the •
t after the payment of all invoiced Operating Expenses for the first full calendar month
3 following the conclusion of the payments required under Section 13, Initial Payment
t of Expenses.
•
i G. Disposition upon Termination: Upon termination - of this Agreement as
provided in. Section 4, Term of the Agreement, Section 16.D, Termination for
! Unavailability of Funds, Section 16.E, Termination for Convenience, or Section 16.F,
I Termination for Damage, any cash balance remaining in the Fund after the payment
of all Operating Expenses shall be distributed equally between City and Operator.
Upon termination of this Agreement as provided in Section 16.B, Termination for
Default, any cash balance remaining the Fund after the payment of all Operating
1 Expenses shall be distributed equally between City and Operator provided that City
L has have the right to offset any costs due to City as provided in Section 16.B.(1),
City's Costs, from any share otherwise payable to Operator, and if such share, if any,
is insufficient to pay all such costs due to City, Operator shall remain liable therefor.
1 H. Audit: Either party shall have the right to examine all books, documents,
and records pertaining to the other party's submitted Operating Expenses during
normal business hours after reasonable notice. If there is any deficiency in any
amount due to the Fund under the terms of this Agreement, whether arising from
funds not paid to the Fund or to funds paid from the fund for improperly charged
Operating Expenses, the deficiency shall become immediately due and payable to the
Fund together with interest thereon at the rate of ten percent (10%) per annum from
the date of the occurrence of the deficiency to the date of the party's payment of the
deficiency. If the amount of the deficiency for any calendar month exceeds five
percent (5%) of the amounts actually paid to the Fund for that calendar month, the
party owing the deficiency to the Fund shall pay the cost of the audit; otherwise, the
party performing the audit shall pay the cost of the audit.
I. Maintenance of Records: In order to enable the parties to verify the
accuracy of any such statement or statements, and the sufficiency of any payments
made in accordance therewith, the parties shall, during the term hereof, maintain any
such statements and keep safe and intact all of the parties' records, books, accounts
or other data which in any way bear upon or are required to establish in detail all
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140301 372fe -00200 ear 0201111 2 Pepe 13 of 27 CITY OF SEAL BEACH
• •
1 6 Operating Expenses as shown by any such statement, and shall, upon request of
17 either party, make the same available for inspection by the other party or the other
r party's auditors at any time during the term hereof and for a period of three (3) years
,9 thereafter.
10.
11 15. Independent Contractor; Subcontracts
12
13 A. Independent Contractor: Operator is associated with City only for the
L4 purposes and to the extent set forth in this Agreement, and in respect or the
15 performance of the Operation and Management Services pursuant to this Agreement,
L6 Operator is and shall be an independent contractor and, subject to the terms of this
v Agreement, shall have the sole right to supervise, manage, operate, control, and direct
L8 the performance of the details incident to its duties under this Agreement, subject to .
l9 the applicable Minimum Standards. Nothing contained in this Agreement shall be
?o deemed or construed to create a partnership or joint venture, to create the relation -
21 ships of an employer - employee or principal -agent or to otherwise create any liability
a2 whatsoever for either party with respect to the indebtedness, liabilities, and
23 obligations of the other party. Operator shall be solely responsible for (and City -shall
24 have no obligation with respect to) payment of all Federal Income, FICA, and other
25 taxes owed or claimed to be owed by Operator, arising out of Operator's association
26 with City pursuant to this Agreement, and Operator shall indemnify and hold City
27 harmless from and against, and shall defend City against, any and all losses, damages,
28 claims, costs, penalties, liabilities, and expenses otherwise with respect to any such
29 taxes. City reserves the right, for good cause, to require Operator to exclude any 1<
- employee of Operator from performing services on City's premises. s
�1
32 B. Subcontracts: Operator may subcontract for the performance of any of if/
33 its responsibilities provided that no subcontract requiring more than $5,000 in f
34 payments by Operator to any subcontractor in any twelve (12) month period may be
35 entered into without the prior written approval of City's Facility Representative, which /L
36 approval or disapproval shall be given within five (5) working days. No contractual
37 relationship shall exist between City and any subcontractor and City shall accept no
38 responsibility whatsoever for the conduct, actions, or omissions of any subcontractor
39 selected by Operator. Operator shall be responsible for the management of the
40 subcontractors in the performance of their work; it being understood that Operator's
41 responsibilities hereunder shall be considered non - delegable.
42
43 16. Default and Termination
44
45 A. Notice of Deficiency: In the event City determines that Operator has
46 failed to satisfactorily perform its contracted duties and responsibilities in conformance
47 to the specifications identified in this Agreement, City shall notify Operator of the
48 specific nature of the deficiency. Upon receipt of such notice Operator will be allowed
49 twenty (20) calendar days to cure the deficiency. If Operator determines it cannot
50 cure the deficiency within the twenty (20) calendar day period, Operator must submit,
51 in writing, a plan for curing the deficiency to City (which plan shall show in detail by
)2 what means Operator proposes to cure the event). Upon receipt of any such plan City
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1140301 S7216-00200 aoa 02oini 2 Page 14 of 27 CITY OF SEAL. BEACH
•
3 • shall promptly review such plan and, at its discretion, which must be reasonable in the
4 circumstances, may allow or not allow, Operator to pursue such plan of cure. City
j agrees that it will not exercise its remedies hereunder with respect to contract default
6 for so long as Operator diligently, conscientiously, and timely undertakes to cure the
7 . deficiency in accordance with the approved plan. If City does not allow Operator an '
8 extension of the cure period, the twenty (20) day time period shall be suspended
9 during the period of time the Operator's request for an extension of the cure period
o is pending before City.
1
2 B. Termination for Default: City may terminate Operator's operations and
3 management services whenever City determines that Operator has failed to
4 satisfactorily perform its contracted duties and responsibilities in conformance to the
5 specifications identified in this Agreement, and is unable to remedy such failure in .
6 accordance with Section 16.A, Notice of Deficiency.. Such termination shall be
7 referred to herein as "Termination for Default." This Agreement may then be
8 terminated by City upon service of a ten (10) day written notice to Operator.
9
o (1 City's Costs: In the event of Termination for Default, City - may -
1 procure, upon such terms and in such manner as City may deem appropriate, supplies
2 or services similar to those terminated. Operator shall be liable to City for all
3 reasonable administrative and legal costs incurred by City in terminating this
4 Agreement and procuring such similar services, but Operator shall not be liable for any
5 - excess costs incurred. by City for such similar services themselves.
6
1 (2) Operator's Costs: In the event of Termination for Default,
8 Operator shall be entitled to recover from the Fund its Operating Expenses properly
9 incurred for satisfactorily completed services as provided in Section 14.E, Disburse -
o • ments.
2 (3) Further Rights: The rights and remedies of the parties provided in
3 this Section 16.8 shall not be exclusive and are in addition to any other rights and
4 remedies provided by law or under this Agreement.
5
6 (4) Erroneous Termination: If after Notice of Termination for Default,
7 it is determined by City or a court that Operator was not in default or that Operator's
B failure to perform or make progress in performance was due to causes beyond the
9 control and without the error or negligence of Operator, the notice of termination shall
D be deemed to have been issued as a Termination for the Convenience of City and the
1 rights and obligations of the parties shall be governed solely by Section 1 6.E,
t Termination for Convenience.
3
a C. Termination for Operator Bankruptcy: In the event of the filing of a
5 petition of bankruptcy by or against Operator, City shall have the right to terminate
5 Operator's operations and management services agreement hereunder without penalty
7 upon the same terms and conditions as a Termination for Default.
3
1
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'99 D. Termination for Unavailability of Funds: City agrees to submit a request
'oo each year to City Council requesting the amount of funds determined to be necessary
)1 to continue the services under this Agreement and any related agreements for the
'02 next Fiscal Year of the then current contract term. In the event that City funds for
'03 . this Agreement become unavailable, City shall have the right to terminate Operator's
'04 operations and management services agreement without penalty and upon the same
'05 terms and conditions as a Termination for Convenience, except that the provisions of
'06 Section 16.E.(2), City's Costs, shall not be applicable, and the provisions of Section
'07 16.F.(2), Inadequacy of Fund, shall be applied instead.
'08
'09 (1) Limitations on Funds: Operator understands and agrees that state .
'10 constitutional limitations and City Charter limitations preclude City from incurring a
n financial obligation which exceeds the amount of funds presently available for.
12 commitment to such an obligation. Therefore, it is mutually agreed and understood
'13 that, at any time during the term of this Agreement, funds may .not be available for
'14 the payment of additional services and other payments otherwise required under this
'15 Agreement. City does; however, agree to use its best efforts to obtain funds
'16 throughout - the - term of this Agreement which funds may be committed to the -
'17 obligations contained herein. In the event such funds are not allocated by City
'18 Council to the payments required under this Agreement, City will provide notice of its
'19 inability to continue to make payments under this contract at such time as City
'20 becomes aware of the non - appropriation of funds. In the event of such unavailability
'21 of funds, if City exercises its right to terminate this Agreement, City shall not be
72 responsible for damages or costs of any kind or nature incurred by Operator as a result
of such termination.
-
'24
25 (2) City's Sole Discretion: Availability of funds will be determined at
26 the sole discretion of City.
27
'28 E. Termination for Convenience: City, by written notice of not Tess than
29 one hundred eighty (180) days, may terminate this Agreement whenever, for any
'30 reason, City shall determine that such termination is in the best interests of City.
'31 Such termination shall be referred to herein as "Termination for Convenience."
'32
'33 (1) Operator's Costs: In the event of Termination for Convenience,
'34 Operator shall be entitled recover from the Fund its Operating Expenses properly
15 incurred to the date of termination as provided in Section 14.E, Disbursements.
'36
'37 (2) City's Costs: In the event that the Fund does not then contain
'38 sufficient Facility Revenue to pay all of Operator's Operating Expenses to the date of
'39 termination, City shall contribute such additional funds to the Fund as are necessary
'40 to permit the payment of such Operating Expenses. These additional funds
'41 contributed by City shall constitute Facility Revenue. City shall have no other
'42 obligations to Operator whatsoever.
'43
'44 F. Termination for Damage: Either party may terminate this Agreement as
.15 provided in Section 8.A.(6), Damage to Detention Facility, by giving thirty (30) days
DETENTION FACILITY OPERATIONS AGREEMENT CORRECTIONS SERVICES. INCJ
140301 17211600200 sea 02otp1 2 Page 16 of 27 CITY OF SEAL BEACH
• •
•
; notice of its intention not to rebuild, repair or restore the affected premises. Such
r termination shall be referred to herein as "Termination for Damage."
3 .
(1) Operating Expenses: In the event of Termination for Damage, both
parties- shall be entitled recover from the Fund their Operating Expenses properly
L incurred to the date of termination as provided in Section 14.E, Disbursements.
; (2) Inadequacy of Fund: In the event that the Fund does not then
I contain sufficient Facility Revenue to pay all of the parties' Operating Expenses to the
; date of termination, the balance of the Fund shall be divided between the parties in
5 the ratio that each party's Operating Expense bears to the total Operating Expenses
r of both parties. After the pro rata distribution of the Fund, neither party shall have
3 any further obligations to the other party whatsoever.
3
3 G. Procedures for Termination: Upon delivery to Operator of a Notice of
1 Termination specifying the nature of the termination under Sections 1 6.B, 16.C, 1 6.D,
a or 1.6.E, or upon delivery to either party of a Notice of Termination specifying a
3 termination under Section 16.F, the extent to which performance of work under the
a Agreement is terminated, and the date upon which such termination becomes
5 effective, Operator shall:
5 . ..
7 (1) Stop Work: Stop work under this Agreement on the date and to
a the extent specified in the Notice of Termination.
9 .
o (2) Cease Orders: Place no further orders for materials or services
1 except as may be necessary for completion of such portion of the work under the
2 Agreement as is not terminated.
3
4 (3) Terminate Orders: Terminate all orders to the extent that they
5 relate to the performance or work terminated by the Notice of Termination.
6
7 (4) Assign Rights: Assign to City in the manner and to the extent
8 directed by City's Facility Representative, all of the rights, title, and interest of
9 Operator under the orders so terminated, in which case City shall have the right, at
o its discretion, to settle or pay any or all claims arising out of the termination of such
1 orders. City shall indemnify Operator against third party claims relating to any rights
2 assigned to City, but City shall be deemed assigned any such third party claims and
3 may enforce them against Operator directly or through offset against any interest or
4 claims Operator may have against the Fund.
5
6 (5) Resolve Claims: With the approval or ratification of City's Facility
7 Representative, settle all outstanding liabilities and all claims arising out of such
8 termination of orders, the cost of which would be reimbursable in whole or in part, in
9 accordance with the provisions stated in this Agreement.
0
1 (6) Transfer Title: Transfer title to City (to the extent that title has not
2 already been transferred) and deliver in the manner, at the times, and to the extent
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140301 57291-00200 dap 0201511 2 Pp. 17 of 27 CITY OF SEAL BEACH
• i
directed by City's Facility Representative, all files, and all computer software, data,
manuals, or documentation, in any form, that relate to work terminated by the Notice
; of Termination.
5
r _ (7) Complete Performance: Complete the Performance of such part
3 of the work as shall not have been terminated by the Notice of Termination.
3
3 (8) Take Necessary Actions: Take such action as may be necessary,
or as City's Facility Representative may reasonably direct, for the protection and
t preservation of the property related to this Agreement which is in the possession of
3 Operator and in which City has or may acquire an interest. .
4 .
5 (9) Non - Delay: Operator shall proceed immediately with the
6 performance of the above obligations notwithstanding any delay in determining or •
7 adjusting the amount of any Operating Expense otherwise payable under this
8 Agreement.
9
o 17. _._Insurance
2 . A. Indemnification and Hold Harmless: Operator agrees to defend,
3 indemnify, protect and hold City and its agents, officers, employees , attorneys and
.4 volunteers harmless from and against any and all claims from asserted or liability
.5 . established for damages or injuries to any person or property, including injury to
.6 Operator's employees, agents or officers which arise from, or are connected with, or
are caused or claimed to be caused by, the acts or omissions of Operator and its
.8 agents, officers or employees, in performing the work or services herein,' and all
.9 expenses of investigating and defending against same; provided, however, that .
to Operator's duty to indemnify and hold harmless shall not include any claims oar liability
!1 arising from the established sole negligence or willful misconduct of City, its agents, -
2 officers or employees. Operator agrees to pay all reasonable attorney and court costs
!3 in determining said sole negligence or willful misconduct of City its agents' officers
!4 or employees. If it is determined that City is solely at fault, City agrees to reimburse
5 Operator for the costs incurred in determining that the City is solely at fault.
!6
!7 B. City's Choice of Counsel: If the City is sued as a result of the alleged
!8 actions and conduct of the Operator, the City will have the right to select legal
!9 counsel of its own choice to defend the interests of the City; and the reasonable costs
to and expenses for such legal counsel shall be paid by the Operator on a quarterly basis
11 as work is being performed by the legal counsel in defending the City. Expenses
12 incurred for legal counsel, to the extent they are not otherwise paid by insurance
13 proceeds, are not Operating Expenses unless both Operator and City are found to be
14 without liability in the action, in which case such legal expenses shall be regarded as
15 Operating Expenses whether paid by Operator or City.
16
17 C. Liability Insurance: Operator shall procure a policy of Public Liability and •
r Property Damage Insurance issued on an "occurrence" basis and not on a "claims
made" basis. Such public liability insurance shall protect Operator against loss,
DETENTION FACILITY OPERATIONS AGREEMENT CORRECTIONS SERVICES. INCJ
540301 s72le -00100 d 0201101 2 Page 18 of 27 CITY OF SEAL BEACH
• •
including injury or death resulting therefrom suffered or alleged to have been suffered
by any person or persons, resulting directly or indirectly from the performance or
execution of this Agreement or any subcontract thereunder. Property damage
insurance shall also protect Operator against loss from liability imposed by law for
damage to any property caused directly or indirectly by the performance or execution •
• of this Agreement of any subcontract thereunder which insurance shall also cover
accidents arising out of the use and operation of automobiles and trucks. Liability
insurance (subject to the normal terms, conditions, and exclusions of the Insurance
Services Office (ISO) Commercial General Liability Policy Form) must cover:
(1) Assumption of Liability: Operator's assumption of all liability
caused by or arising out of all aspects of the provision and operation of the Detention
Facility.
(2) Form, Limits: The General Liability insurance policies must be of .
a comprehensive form and on an "occurrence basis" with a minimum combined single
limit. of Three Million Dollars ($3,000,000) and include civil rights coverage as set
forth in Section 17.F.(2), Civil Rights Coverage, with a limit no less than Three Million
Dollars ($3,000,000).
D. Other Insurance: Before commencement of work, Operator shall submit
insurance policies or a Certificate of Insurance as evidence that Operator has obtained
for the period of the contract, from a company authorized to do business in the State
of California:
(1) Workers' Compensation" Insurance: Workers' compensation
insurance, including employer's liability coverage, with a minimum limit of One Million
Dollars ($1 ,000,000) or the amount required by law, whichever is greater. •
(2) Builder's Risk Insurance: Operator must maintain, through its
contractors, throughout the remodeling project as provided in Section 5.A, Construc-
tion, a "course of construction" or "builder's risk" insurance policy to ensure the
uninterrupted construction of the Detention Facility. A policy shall insure against 'All
Risks" of direct physical loss or damage to the property except for earthquake.
E. Endorsements: All insurance policies shall contain a Waiver of
Subrogation of rights against City. City, its officers, employees, attorneys, and
volunteers shall be named as additional insureds on the policy(ies) as to comprehen-
sive general liability, civil rights liability, and property damage coverages. Endorse-
ments shall be executed on City's appropriate standard forms entitled "Additional
Insured Endorsement."
F. Clauses: Each policy of insurance shall contain the following clauses:
(1) Notice: It is agreed that these policies shall not be canceled nor
the coverage reduced until thirty (30) days after City's City Manager or City .
Manager's designee shall have received written notice of such cancellation or
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140301 17211-00200 de 0201191 2 Page 19 of 27 CITY OF SEAL BEACH
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17 reduction. The notice shall be deemed effective on the date delivered to said Director
id as evidence by properly validated return receipt.
id (2) Civil Rights Coverage: Insurance provided by Operator under
11 - Section 1 7.C, Liability Insurance, must protect City against civil rights actions by
12 Inmates involving "conditions of confinement" wherein declaratory and injunctive relief
13 are sought and /or monetary damages are sought.
is (3) Separate Application: Subject to Operator's General Liability policy
►6 combined single limit, the insurance afforded applies separately to each insured,
17 against whom claim is made, or suit is brought.
►8
19 (4) Primary Insurance: The insurance provided by Operator shall
►o provide primary insurance to City to the exclusion of any other insurance or insurance
11 program that City may carry with respect to claims and injuries arising out of activities
12 of the contractor or otherwise insured hereunder.
13 •
4 G. Reassessment of Coverage: At the end of_each contract_ _y_ear_City
6 reserves the right to review insurance coverage requirements and to require increased
►6 insurance requirements depending upon assessment of the risk of exposure,
17 Operator's past experience, and the availability and affordability of increased liability
i8 insurance coverage.
►9
.o H. Deductibles and Self- Insured Retention: Any deductibles or self- insured
h retention must be declared to and approved by City. At the option of City, either: the
2 insurer shall reduce or eliminate such deductibles or self- insured retention as respects
3 City, its officers, officials, employees and volunteers; or Operator shall procure a bond
4 guaranteeing payment of losses and related investigations, claim administration and
•
5 defense expenses.
6
7 I. Certificates of Insurance and Cancellation: All insurance required by this
8 Article shall be procured and maintained with financially sound insurance companies
9 licensed to do business in the State of California and approved by City. Such
o certificates of insurance shall contain a provision that City shall receive written notice
1 at least thirty (30) days prior to the cancellation of any of the coverage provided under
2 the policies. In the event that any insurance described herein or any portion thereof
3 becomes commercially unavailable, Operator and City shall cooperate in efforts to
4 obtain such replacement insurance as may be available and this Agreement shall be
s modified accordingly. In the event that adequate insurance becomes commercially
6 unavailable, City or Operator may terminate this Agreement upon thirty (30) days prior
7 written notice as a Termination for Default, and Operator shall comply with
8 Section 1 6.G, Procedures for Termination.
9
o J. Waiver of Defenses: Neither City nor Operator shall waive, release, or
1 otherwise forfeit any possible defense City or Operator may have regarding claims
z arising from or made in connection with, the operation of the Detention Facility by
3 Operator without the written consent of the other party to this Agreement. City and
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140301 17211.00200 adp 0201111 2 Page 20 of 27 CITY OF SEAL BEACH
•
•
1 Operator shall preserve all such available defenses and cooperate with each other to
c make such defenses available for each other's benefit to the maximum extent allowed
c by law. This provision shall include any defenses City may have regarding litigation,
losses, and costs resulting from claims or litigation pending at the time this Agreement
i becomes effective or arising thereafter from occurrences prior to the effective date of •
_
I this Agreement. .
I
1 18. Operator's Corporate Obligations
s A. Maintenance of Corporate Existence and Business: Operator shall, at all
1 times, maintain its corporate existence and authority to transact business and good
i standing in its jurisdiction of incorporation and California, Operator shall maintain all
i licenses, permits, and franchises necessary for its businesses where the failure to so
r maintain might have a material adverse affect on Operator's ability to perform its
3 obligations under this Agreement. •
3
a . B. Non - Discrimination: Operator shall not discriminate as to race, color,
i creedTreligionTsex, marital status, national origin, ancestry, -age, physical -or mental
2 handicap, medical condition, or sexual orientation, in the performance of its services
3 and duties pursuant to this Agreement, and will comply with any rules and regulations
4 of City relating thereto. .
5 •
s C. Taxes, Liens and Assessments:- Operator shall; (1) not create or suffer
7 to be created any lien or charge upon the Detention Facility or any part thereof; (ii)
s pay or cause to be discharged, within sixty (60) days after the same shall come into
9 force, any lien or charge upon the Detention Facility or any part thereof and all - lawful
o claims or demand for labor, materials, supplies or other charges which, if unpaid,
1 might be or become a lien upon the Police Department Building, the Detention Facility,
2 or any part thereof; and (iii) pay all required utility charges, including "service
3 charges," incurred or imposed with respect to the Detention Facility.
4
5 D. City's Facility Representative: The Chief of Police shall appoint a City's
6 • Facility Representative for the Detention Facility who shall work for and be paid by
7 _ City. City's Facility Representative will be the official liaison between City and
8 Operator on all matters pertaining to this Agreement and the services provided
9 hereunder. City's Facility Representative may appoint another City employee as
o acting City's Facility Representative during his or her absence, and during such time
1 the acting City's Facility Representative shall exercise all rights and perform all duties
2 of City's Facility Representative under this Agreement.
3
4 E. Right to Audit: City shall, subject to limitations provided by law with
5 respect to rights of privacy, have the right to examine all records of Operator related
6 to the Detention Facility, including without limitation, all financial books and records,
7 maintenance records, employee records, and Inmate records generated by Operator,
8 its subcontractors or any other related parties in connection with performance of this
9 Agreement. Operator shall make the same available for inspection by City or City's
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• •
30 auditors at any time during normal business hours after reasonable notice during the
31 term hereof and for a period of three (3) years thereafter.
3 F. Self- Monitoring: Operator shall develop and submit to City for its
34 approval, a detailed plan illustrating how Operator intends to monitor operations of the
B5 - Detention Facility to ensure compliance with this Agreement.
as
B7 G. Monitoring by City: City may in its discretion, in coordination with City's
is Facility Representative, devise its own checklist or lists for monitoring the quality of
89 Operator's performance with this Agreement and the applicable Minimum Standards
90 and Seal Beach Police Department Policies, and Operator shall cooperate fully with
91 City and City's Facility Representative in obtaining the requisite information needed
92 to complete such checklists and to assess the quality of Operator performance. Such
93 . monitoring by City shall not relieve Operator of any of its obligations under this
'94 Agreement. •
95
96 19.. Representations and Warranties
►97
■98 A. Representations of Operator: Operator, to the best of Operator's
199 knowledge at the time of executing this Agreement, represents and warrants to and
ioo for the benefit of City with the intent that City will rely .thereon for purposes of
101 entering into this Agreement, as follows:
102
)03 ( 1) Organization and Qualification: Operator has been duly incorporat-
b4 ed and is validly existing as a corporation in good standing under the laws of the State
)0s of California with power and authority to own its properties and conduct its business
)06 as presently conducted and as proposed to be conducted pursuant to this Agreement.
)07
008 (2) Authorization: This Agreement . has been duly authorized,
009 executed, and delivered by Operator and, assuming due execution and delivery by
010 City, constitutes a legal, valid, and binding agreement enforceable against Operator
011 in accordance with its terms.
012
013 (3) No Violation of Agreements, Articles of Incorporation or Bylaws:
014 The consummation of the transactions contemplated by this Agreement and the
015 fulfillment of the terms hereof will not conflict with, or result in a breach of any of the
016 terms and provisions of, or constitute a default under any indenture, mortgage, deed
017 of trust, lease, loan agreement, license, security agreement, contract, governmental
018 license or permit, or other agreement or instrument to which Operator is a party or by
019 which its properties are bound, or any order, rule, or regulation of any court or any
020 regulatory body, administrative agency, or other govemmental body applicable to
021 Operator or any of its properties, except any such conflict, breach, or default which
022 would not materially and adversely affect Operator's ability to perform its obligations
023 under this Agreement, and will not conflict with, or result in a breach of any of the
024 terms and provisions of, or constitute a default under, the Articles of Incorporation (or
025 other corresponding charter document) or Bylaws of Operator.
)26 .
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(4) No Defaults Under Agreements: Operator 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 Operator, under any indenture, mortgage, deed of trust, lease,
loan agreement, license, security agreement, contract, governmental license or permit,
_ 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
Operator's ability to perform its obligations under this Agreement.
(5) Compliance with Laws: Neither Operator nor its officers and
directors purporting to act on behalf of Operator have been advised, and have no
reason to believe, that Operator or such officers and directors have not been
conducting business in compliance with all applicable laws, rules, and regulations of
1 the jurisdictions in which Operator is conducting business including all safety laws and .
I 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 Operator's ability to perform its obligations under
1 this. Agreement.
1.
(6) No Litigation: There is not now pending or, to the knowledge of
i Operator, threatened, any action, suit, or proceeding to which Operator is a party,
before or by any court or governmental agency or body, which might result in any
I material adverse change in Operator's ability to perform its obligations under this
I Agreement, or any such action, suit, or proceeding related to environmental or civil
i rights matters; and no labor disturbance by the employees of Operator exists or is
imminent which might be expected to materially and adversely affect Operator's
! ability to perform its obligations under this Agreement.
I
I (7) Taxes: Operator has filed all necessary federal, state, and foreign
income and franchise tax returns and has paid all taxes as shown to be due thereon,
i and Operator has no knowledge of any tax deficiency which has been or might be
asserted against Operator which would materially and adversely affect Operator's .
ability to perform its obligations under this Agreement.
I
(8) Financial Statements: Operator has delivered to City true and
L correct copies of its financial statements or other financial records which fairly present
! the current financial position of Operator.
I
I (9) No Adverse Change: Since the date of Operator's most recent
i financial records provided to City, there has not been any material adverse change in
Operator's business or condition, nor has there been any change in the assets or
liabilities or financial condition of Operator from that reflected in such financial records
s which is material to Operator's ability to perform its obligations under this Agreement.
i
(10) Disclosure: There is no material fact which materially and
L adversely affects or in the future will (so far as Operator can now reasonably foresee)
! materially and adversely affect Operator's ability to perform its obligations under this
DETENTION FACIUTY OPERATIONS AGREEMENT CORRECTIONS SERVICES. INCJ
$40301 1721140200 i4 0201111 2 Page 23 of 27 CITY OF SEAL BEACH
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73 Agreement which has not been accurately set forth in this Agreement or otherwise
74 accurately disclosed in writing to City by Operator preceding the date hereof.
75 •
76 B. Representations of City: City represents and warrants to and for the
77_ benefit of Operator with the intent that Operator will rely thereon for purposes of
78 entering into this Agreement as follows:
79
80 (1) Authorization: City has the requisite power to enter into this
81 Operating Agreement and perform its obligations hereunder and by proper action has
82 duly authorized the execution, delivery, and performance hereof.
83
84 (2) No Violation of Agreement: The consummation of the transactions
X85 contemplated by this Agreement and the fulfillment of the terms hereof will not
186 conflict with, or result in a breach of any of their terms and provisions, or constitute
187 a default under any indenture, mortgage; deed of trust, lease, loan agreement,
188 security agreement, contract, or other agreement or instrument to which City is a
189 party or by which its properties are bound, or any order, rule or regulation or any court
190 or any regulatory body, administrative agency or other governmental body applicable
191 to Operator or any of its properties, except any such contract, breach, or default
192 which would not materially and adversely affect City's ability to perform its
193 obligations under this Agreement. -
194 •
)95 (3) No Litigation: There is not now pending or, to the knowledge of
)96 - the City, threatened, any action, suit or proceeding to which City is a party, before
)97 or by any court or governmental agency or body, which might result in any material
)98 adverse change in City's ability to perform its obligations under this Agreement.
)99 - -
100 (4) Disclosure: There is no material fact which materially and
101 adversely affects or in the future will (so far as City can now 'reasonably foresee)
102 materially and adversely affect City's ability to perform its obligations under this
103 Agreement or which might require changes in or additions to the Operation and
104 Management Services that would increase the cost to - Operator of providing such
105 services, which has not been accurately set forth in this Agreement or otherwise
106 accurately disclosed in writing to Operator by City prior to the date hereof.
107
108 20. Conditions
109
110 A. Insurance: As a condition precedent to the effectiveness of this
111 Agreement, Operator shall provide, to City, certificates of insurance, binders or other -
112 proof of insurance, acceptable to City in its sole discretion, evidencing all insurance
113 coverage required by Section 17, Insurance.
114
115 B. Service Agreement: The parties intend to concurrently enter into a
116 service agreement, similar in form and substance to an Intergovernmental Service
117 Agreement, setting forth the terms and conditions upon which City's Inmates shall be
In booked and held in custody at the Detention Facility. This Agreement shall be void
DETENTION FACILITY OPERATIONS AGREEMENT CORRECTIONS SERVICES. INC.!
940301 S7296-00200 tido 0201691 2 Pagi 24 of 27 CITY OF SEAL BEACH
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•
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and of no force or effect unless such a service agreement is concurrently approved
and signed by City and Operator.
21. Notices •
A. Notices: Any notices, bills, invoices, or reports required by this .
Agreement shall be deemed received on (a) the day of delivery if delivered by hand
during Operator's regular business hours or by facsimile before or during Operator's
regular business hours; or (b) on the third business day following deposit in the United
States mail, postage prepaid, to the addresses heretofore set forth in the Agreement,
or to such other addresses as the parties may from time to time, designate in writing .
pursuant to the provisions of this section.
B. City:
Chief of Police
Seal Beach Police Department
• 911 Seal Beach Boulevard
Seal Beach, California 90740
Fax: 310/493 -0634
C. Operator: • F� .
C Services Inc. O
85• Argonaut, Suite 200
. • Aliso Viejo, California 92656
•
Fax: 714/380 -7124
22. Miscellaneous Provisions
•
• A. Binding Nature: This Agreement shall not be binding upon the parties
until it is approved and executed by both parties. This Agreement after properly
approved and executed by the parties, shall inure to the benefit of City and Operator
and shall be binding upon City and Operator and their respective successors and
assigns, subject to the limitations set forth in Section 22.D, Prohibition Against
Assignment, and elsewhere in this Agreement. .
B. Invalidity and Severabi/ity: In the event that any provision shall be null
and void, the validity of the remaining provisions of this Agreement shall not in any
way be affected thereby. •
C. 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.
DETENTION FACILITY OPERATIONS AGREEMENT CORRECTIONS SERVICES. INC./-
140301 $7296-00200 deb 0201111 2 Page 25 of 27 CITY OF SEAL BEACH. - '
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r O. Prohibition Against Assignment: It is hereby agreed by the parties that
i there will be no assignment or transfer of this Agreement or any interest in this
r Agreement without the written agreement of both parties.
I
E. Jurisdiction: Any and all suits for any and every breach of this •
■ Agreement shall be instituted and maintained in any court of competent jurisdiction
in the County of Orange, State of California.
F. Attorney's Fees: In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or. proceeding shall be entitled to
recover its costs of suit, including reasonable attorney's fees and costs.
G. Law of California: This Agreement shall be governed by and construed
in accordance with the laws of the State of California.
. H. Entire Agreement: Except as provided in • Section 20.B, Service
- Agreement—this Agreement incorporates all the agreements, covenants, and
. understanding 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 understandings, verbal or otherwise,
of the parties or their agents shall, be valid or enforceable unless embodied in this
Agreement.
I. Amendment: No changes to this Agreement shall be made except upon
written agreement of both parties.
J. . Headings: The headings used herein are for convenience of reference
only and shall not constitute a part hereof or effect the construction or interpretation
of this Agreement.
K. Waiver: No failure on the part of any party to exercise, and no delay in
exercising, and no course of dealing with respect to any right hereunder shall operate
as a -waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or in the exercise o any other right. The
remedies provided in this Agreement are cumulative and non - exclusive of any
remedies provided by law or in equity, except as expressly set forth herein.
L. Counterparts: This Agreement may be executed in any number of, and
by the different parties hereto, on separate counterparts, each of which, when so
executed, shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
[Continued on page 27]
DETENTION FACILITY OPERATIONS AGREEMENT CORRECTIONS SERVICES. .INC./
140301 a72sa-0o200 dep 02011121 2 Pape 28 of 27 CITY OF SEAL BEACH
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IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Agreement as of the date first set forth above.
"City"
ATTES
.1/ CITY OF SEAL BEACH
By: 4 / / _ -
City Clerk !/ ty Manager
Approved as to form: "Operator"
CORRECTIONS SERVICES, INC., a
By: (" l • California Corporation
City Attorney
A # 3 4 4 / 4 "4 0 V
Its
•
B
•
Its •-e•
•
•
•
•
•
DETENTION FACILITY OPERATIONS AGREEMENT . CORRECTIONS SERVICES. INCJ
$40301 172111-00200 Mir 0201221 2 Page 27 of 27 - CITY OF SEAL BEACH :
• . • _ •. I . • ._ {� ~�r�fS.'.~'�.71• '.t• • • • .• . .rj
. .r. .
• i I.
EXTENSION OF
CITY DETENTION FACILITY
OPERATIONS AND MANAGEMENT AGREEMENT
This extension is made as of January 1, 2007, by and between the City of Seal
Beach, California, a municipal corporation ( "City ") and Correctional Systems, Inc., a
Delaware corporation ( "Operator ").
RECITALS
A. City and Operator entered into a City Detention Facility Operations and
Management Agreement dated April 11, 1994 (the "Agreement "), whereby Operator
agreed to provide the operation, management and supervision of a detention facility
located in City's existing jail and detention facilities accordance with the laws, rules,
regulations, and procedures of the State of California. The Agreement has been extended
four times.
B. City and Operator desire to further extend the Agreement to provide for
additional time to negotiate terms and provisions.
NOW, THEREFORE, in consideration of performance by the parties of the
covenants and conditions herein contained, the parties hereto agree as follows:
1. City and Operator hereby extend the terms of the Agreement until June 30, 2007
2. All of the terms and provisions of the Agreement as previously amended shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Extension as of the date first set forth above.
ATTEST: CITY OF : EAC
By 44
f By:
City Clerk f y Manager
"Ope . tor"
Approved as to form: COR' CTIONAL SYSTEMS,
INC., a Delaware corporation
By: (9:7 By:
City Attorney Its President & CEO
EXTENSION OF
CITY DETENTION FACILITY
OPERATIONS AND MANAGEMENT AGREEMENT
This extension is made as of January 1, 2006, by and between the City of Seal Beach,
California, a municipal corporation ( "City ") and Correctional Systems, Inc., a Delaware
corporation ( "Operator").
RECITALS
A. City and Operator entered into a City Detention Facility Operations and
Management Agreement dated April 11, 1994 (the "Agreement "), whereby Operator agreed to
provide the operation, management and supervision of a detention facility located in City's
existing jail and detention facilities accordance with the laws, rules, regulations, and procedures
of the State of California. The Agreement has been extended three times.
B. City and Operator desire to further extend the Agreement to provide for additional
time to negotiate terms and provisions.
NOW, THEREFORE, in consideration of performance by the parties of the covenants
and conditions herein contained, the parties hereto agree as follows:
1. City and Operator hereby extend the terms of the Agreement until June 30, 2006.
2. All of the terms and provisions of the Agreement as previously amended shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Extension as of the date first set forth above.
ATTEST: CITY OF S • : EACH
.
By: By: di
City Clerk City Manager
Approved as to form: "Operator"
By: — CORRECTIONAL SYSTEMS,
City Attorney INC., a Delaware corporation
By:
Its President & CEO
EXTENSION (CORRECTIONAL SYSTEMS, INC.)
2nd extension to City Detention Facility Page 1 of 1
111
EXTENSION OF
CITY DETENTION FACILITY
OPERATIONS AND MANAGEMENT AGREEMENT
This extension is made as of July 1, 2005, by and between the City of Seal Beach,
California, a municipal corporation ( "City ") and Correctional Systems, Inc., a Delaware
corporation ( "Operator ").
RECITALS
A. City and Operator entered into a City Detention Facility Operations and
Management Agreement dated April 11, 1994 (the "Agreement "), whereby Operator agreed to
provide the operation, management and supervision of a detention facility located in City's
existing jail and detention facilities accordance with the laws, rules, regulations, and procedures
of the State of California. The Agreement has been extended twice.
B. City and Operator desire to further extend the Agreement to provide for additional
time to negotiate terms and provisions.
NOW, THEREFORE, in consideration of performance by the parties of the covenants
and conditions herein contained, the parties hereto agree as follows:
1. City and Operator hereby extend the terms of the Agreement until December 31, 2005.
2. All of the terms and provisions of the Agreement as previously amended shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Extension as of the date first set forth above.
ATTEST: CITY O BEAC
BY: ( >Y14f{ !al4,0 BY: L
City Clerk City anager
Approved as to form: "Operator"
By: c 9."J CORRECTIONAL SYSTEMS, INC.
City Attorney a Delaware corpor.tion
By: - •
Its President & 14 0
A
• 1- ,4 1 •
FIRST AMENDMENT TO
CITY DETENTION FACILITY
OPERATIONS AND MANAGEMENT AGREEMENT
(Correctional Systems, Inc. and
■ the City of Seal Beach)
1 THIS AMENDMENT is made as of April 10,
1996, by and between the City
I of Seal Beach, California, a municipal corporation ( "City ") and Correctional Systems,
1 Inc., a California corporation ( "Operator ").
RECITALS •
3
1 A. Operator was formerly known as Corrections Services, Inc., and changed its
5 name to Correctional Systems, Inc., in 1995.
7 B. City and Operator (signing as Corrections Services, Inc.) entered into a City
g Detention Facility Operations and Management Agreement dated April 11,
1994 (the
9 "1994 Agreement "), whereby Operator agreed to provide the operation, management
• D and supervision of a detention facility located in City's existing jail and detention
1 facilities accordance with the laws, rules, regulations, and procedures of the State of
2 California; and
3
4 C. City and Operator desire to amend the 1994 Agreement to extend its term
5 and provide for certain other matters.
6
7
8 NOW, THEREFORE, in consideration of performance by the parties oft the
:9 covenants and conditions herein contained, the parties hereto agree as follows:
,1 1. Term of the Agreement
;2 Section 4.A is hereby amended to read as follows:
13 "A. Initial Term: The initial term of this Agreement for the operation
1 5 and maintenance of the Detention Facility shall be for the period
16 commencing April 11, 1994, and terminating on April 10, 1999.
17
18 Section 4.B is hereby amended to read as follows:
19 "B. Renewal Options: Following the initial five (5) year term, this
10
11 Agreement may be renewed by agreement of the parties for three (3)
12 additional three (3) year terms."
13
14 2. Operation of the Detention Facility
15 Section 7.C.(6) is hereby amended to read as follows:
16
47 "(6) Transportation: Operator shall provide all transportation
48 services except transportation services for the purpose of Inmate transfer
49 to state facilities, in -state prisoner retrieval, or extradition."
50
51 Section 7.C.(10) is hereby amended to read as follows:
52 "(10) Essentials: Operator shall provide all facility supplies,
54 including hygiene items, clothing, office supplies, support items, and
55 Inmate quarters, including but not limited to mattresses, pillows, sheets,
FIRST AMENDMENT TO OPERATIONS AGREEMENT CORRECTION SYSTEMS, INC.!
e 1 of 4 CI AL SY SY SEAL BEACH
970728 57296-00200 dOp 0207628 2 P
0 41
; pillowcases, and blankets, necessary to meet the applicable Minimum
Standards. City shall supply toilet paper and plastic bags."
1
1 3. Independent Contractor; Subcontracts
1 Section 15.B is hereby amended to read as follows:
"(a) Subcontracts: Operator may subcontract for the perfor-
mance of any of its responsibilities provided that no subcontract, except
; for food service, requiring more than $5,000 in payments by Operator
; to any subcontractor in any twelve (12) month period may be entered
into without the prior written approval of City's Facility Representative,
which approval or disapproval shall be given within five (5) working
i days. No contractual relationship shall exist between City and any
1 subcontractor and City shall accept no responsibility whatsoever for the
I conduct, actions, or omissions of any subcontractor selected by
i Operator. Operator shall be responsible for the management of the
subcontractors in the performance of their work; it being understood that
1 Operator's responsibilities hereunder shall be considered non - delegable."
I
4. Insurance
; --- Section - 1 - 7.A is hereby amended to read as follows:
I
I °A. Indemnification and Hold Harm less: Operator agrees to defend,
I indemnify, protect and hold City and its agents, officers, employees,
attorneys and volunteers harmless from and against any and all claims
i from asserted or liability established for damages or injuries to any
person or property, including injury to Operator's employees, agents or
i officers which arise from, or are connected with, or are caused or
4 claimed to be caused by, the acts or omissions of Operator and its
; agents, officers or employees, in performing the work or services herein,
; and all expenses of investigating and defending against same; provided,
r - however, that Operator's duty to indemnify and hold harmless shall not
I include any claims or liability arising from the established sole negligence
I or willful misconduct of City, its agents, officers or employees. Operator
agrees to pay all reasonable attorney and court costs in determining said
i sole negligence or willful misconduct of City its agents' officers or
employees. If it is determined that City is solely at fault or committed
i willful misconduct, City agrees to reimburse Operator for the costs
; incurred in determining that the City is solely at fault. The determination
; of any claim by Operator that the City is solely at fault or committed
; willful misconduct shall be deferred until after all third party claims have
' been adjudicated by a final judgment which is no longer subject to
1 appeal, unless City, in its sole discretion, shall consent to an earlier
I determination."
5. Operator's Corporate Obligations
Section 18.0 is hereby amended to read as follows:
;
"C. Taxes, Liens and Assessments: Operator shall; (i) not create or
suffer to be created any lien or charge upon the Detention Facility or
any part thereof; (ii) pay or cause to be discharged, within sixty (60)
days after the same shall come into force, any lien or charge upon the
FIRST AMENDMENT TO OPERATIONS AGREEMENT CORRECTIONAL SYSTEMS, INC./
970728 S7296.00200 MD 0203828 2 Page 2 of 4 CITY OF SEAL BEACH
• 0
Detention Facility or any part thereof and all lawful claims or demand for
labor, materials, supplies or other charges which, if unpaid, might be or
become a lien upon the Police Department Building, the Detention
Facility, or any part thereof; and (iii) pay all required utility charges,
including "service charges," incurred or imposed with respect to the
Detention Facility. The property interests created herein, if any, may be
subject to property taxation, and the party in whom the possessory
interest is vested may be subject to the payment of property taxes levied
on the interest."
6. Notices
Sections 21.B and 21.0 are hereby amended to read as follows:
B. City:
Chief of Police
Seal Beach Police Department
911 Seal Beach Boulevard
Seal Beach, California 90740
Fax: 562/493 -0634 .
C. Operator:
Corrections Services Inc.
209 Camaro Way
San Marcos, Texas 78666
Fax: 512/353 -2910
7. Reaffirmation of Other Terms
Except as modified or changed herein, all of the terms and provisions of the
1994 Agreement shall remain in full force and effect.
[Continued on page 4.] .
FIRST AMENDMENT TO OPERATIONS .AGREEMENT CORRECTIONAL SYSTEMS, INC./
970725 x7296-00200 ddv 0203929 2 Page 3 of 4 CITY OF SEAL BEACH
1 •
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
First Amendment as of the date first set forth above.
"City"
A - : CITY OF SEAL BEACH
�lX
ity Clerk City Manager
Approved as to form: "Operator"
CORRECTIONAL SYSTEMS, INC., a
By: or California Corporation
4gso City ttney
By: — 42 . 41-42-
Its 4%444 C"/
:
B i
Y
Its 0 Rip
FIRST AMENDMENT TO OPERATIONS AGREEMENT CORRECTIONAL SYSTEMS, INC./
970728 97288-00200 dap 0203828 2 Page 4 of 4 CITY OF SEAL BEACH