Duties of Operator. 4.01 Operator shall manage, operate and provide at its sole cost and expense: (a) all necessary furniture, fixtures and equipment not currently provided at the Facility including but not limited to computers, fax and copy equipment, radios, televisions, uniforms and linens and basic office furniture and administrative phone systems, which are necessary or prudent for operation and management of the Facility and the housing of prisoners; (b) intake facilities and prisoner accounting which shall encompass booking, classification, record-keeping, billing, system of controls, identification systems and records, computerized communication interface with law enforcement agencies, and such statistical records as may be required by law or are generally accepted prisoner-locator practices; (c) attendants to control ingress and egress at the Facility, in addition to attendants necessary for the requisite level of security internally within the Facility and those required to monitor the activities of prisoners confined within the Facility; (d) food and beverage services; (e) clothing and uniforms; (f) engineering and maintenance; (g) procurement and purchasing; (h) recreational, vocational, counseling, education and exercise programs, and other program requirements required by law or prisoner housing contracts; (i) bookkeeping and financial accounting; (j) routine medical care/sick call, and access to non-routine care; (k) training of jailers to be employed at the Facility and all start-up costs of operations; (l) all repair, upkeep and ordinary maintenance (to the extent set forth below), required for the Facility; (m) necessary utilities and refuse services; (n) all other services necessary or proper for the efficient and safe operation of the Facility, and secure custody, care and housing of inmates, in compliance with all applicable federal, state and local laws and regulations, including the applicable standards of the Texas Commission on Jail Standards, and applicable standards of the A.C.A.; and (o) Transportation services for the transportation of the County’s own inmates to and from the local ▇▇▇▇▇▇ County district and county court proceedings. In regard to 4.01(l) above, the County agrees to assign to Operator, when necessary and appropriate, any warranties or guarantees it might have or be entitled to with regard to the Facility in order to effect repairs on the Facility, or to give Operator the right to pursue the manufacturer, builder, or other supplier who gave such warranties or guaranties, to seek reimbursement for monies expended by Operator to meet its repair, upkeep and maintenance obligations under this Agreement to the extent that those expenditures relate specifically to work covered by the subject warranty or guaranty. Extraordinary repairs shall generally be paid or reimbursed out of a Operating Reserve Repair Contingency Fund established under the Sublease where funds are available in that account therefor, unless such is due to the negligence or intentional acts of Operator’s employees, or by inmates due to the Operator’s or its employees’ negligence, or is covered by insurance or warranty. Operator's responsibility for extraordinary repairs, where funds are not available in a sufficient amount in the Operating Reserve Repair Contingency Fund to pay for the same, is limited to the proceeds of applicable insurance, unless the need for such repairs was created by the negligence or intentional act of its employees, or by inmates due to the Operator's or its employees' negligence. With respect to any warranties, County agrees to cooperate and use its best efforts to assist Operator to obtain such warranty work. 4.02 Operator shall prepare and furnish such reports as may be required by law to be submitted to the County and the Sheriff with respect to the operation of the Facility or the prisoners detained therein and, in addition, such other reports as may be required by a Texas state agency or any agency of the United States Government, or by any state or political subdivision thereof from which prisoners have been assigned to the Facility. 4.03 Operator shall obtain, and thereafter maintain, the proper certification(s) necessary for the Facility to incarcerate federal, state and local prisoners, and shall maintain such certification(s) at all times. After such certifications have been obtained, if Operator is required, by the laws of the State of Texas, other applicable law or the rules and procedures promulgated by the Jail Commission, to implement operational modifications to maintain such certificates, the County and Operator may agree upon temporary increases in the Operator's Per Diem sufficient over a reasonable period of time to reimburse Operator for the cost of such operational modifications. 4.04 Operator will properly incarcerate all prisoners assigned to the Facility for whom there is space available at the Facility within the statutory and regulatory limits of the Facility. 4.05 Notwithstanding anything contained herein to the contrary, the County, Sublessor (or financing entity) (or its assignee), and/or the Trustee shall have no liability whatsoever for any employees of Operator, Operator hereby agrees to indemnify and hold County and Sublessor (or financing entity) (or its assignee) harmless from all costs, claims, expenses, and liabilities (including attorney's fees) whatsoever which may be incurred by County and Sublessor (or financing entity) (or its assignee) and the Trustee arising from any and all acts done or omitted to be done by Operator, or the employees, agents and assigns of Operator, in connection with services performed or to be performed under this Agreement. 4.06 The interviewing, hiring, training, assignment, control, management, compensation, promotion and termination of all members of the Facility's administration and staff shall be the responsibility and obligation of Operator. Operator will use its best efforts to hire and train local personnel. 4.07 Operator shall use its best efforts to purchase goods and professional services locally when economically feasible. 4.08 Operator shall make available to its employees health care benefits that, at a minimum, are comparable to those provided by the County to its employees. 4.09 Operator shall provide all balance sheets, income statements, inmate rolls, accounting records or reports, audits and other such matters required of the County or the Sublessor under the Sublease for the Facility, including, without limitation, those found in the Sublease; and all Project operation information necessary to carry out the Sublessor’s and the County’s continuing disclosure obligations under the Sublease and Trust Indenture. All operational responsibilities placed on the Sublessor or the County under the Sublease or the Trust Indenture are to be provided by the Operator. Operator warrants that it has read the Sublease and understands and agrees that to the extent of conflict between the Sublease and this Agreement, the Sublease controls.
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Duties of Operator. 4.01 Operator shall manage, operate and provide at its sole cost and expense:
(a) all necessary furniture, fixtures and equipment not currently provided at the Facility including but not limited to computers, fax and copy equipment, radios, televisions, uniforms and linens and basic office furniture and administrative phone systems, which are necessary or prudent for operation and management of the Facility and the housing of prisoners;
(b) intake facilities and prisoner accounting which shall encompass booking, classification, record-keeping, billing, system of controls, identification systems and records, computerized communication interface with law enforcement agencies, and such statistical records as may be required by law or are generally accepted prisoner-locator practices;
(c) attendants to control ingress and egress at the Facility, in addition to attendants necessary for the requisite level of security internally within the Facility and those required to monitor the activities of prisoners confined within the Facility;
(d) food and beverage services;
(e) clothing and uniforms;
(f) engineering and maintenance;
(g) procurement and purchasing;
(h) recreational, vocational, counseling, education and exercise programs, and other program requirements required by law or prisoner housing contracts;
(i) bookkeeping and financial accounting;
(j) routine medical care/sick call, and access to non-routine care;
(k) training of jailers to be employed at the Facility and all start-start up costs of operations;
(l) all repair, upkeep and ordinary maintenance (to the extent set forth below), required for the Facility;
(m) necessary utilities and refuse services;
(n) all other services necessary or proper for the efficient and safe operation of the Facility, and secure custody, care and housing of inmates, in compliance with all applicable federal, state and local laws and regulations, including the applicable standards of the Texas Commission on Jail Standards, and applicable standards of the A.C.A.; and
(o) Transportation and security services for the transportation of the County’s own inmates to and from the local ▇▇▇▇▇▇ County district and county court proceedings. In regard to 4.01(l) above, the County agrees to assign to Operator, when necessary and appropriate, any warranties or guarantees it might have or be entitled to with regard to the Facility in order to effect repairs on the Facility, or to give Operator the right to pursue the manufacturer, builder, or other supplier who gave such warranties or guaranties, to seek reimbursement for monies expended by Operator to meet its repair, upkeep and maintenance obligations under this Agreement to the extent that those expenditures relate specifically to work covered by the subject warranty or guaranty. Extraordinary repairs shall generally be paid or reimbursed out of a Operating Reserve Repair Contingency Fund established under the Sublease where funds are available in that account therefor, unless such is due to the negligence or intentional acts of Operator’s employees, or by inmates due to the Operator’s or its employees’ negligence, or is covered by insurance or warranty. Operator's responsibility for extraordinary repairs, where funds are not available in a sufficient amount in the Operating Reserve Repair Contingency Fund to pay for the same, is limited to the proceeds of applicable insurance, unless the need for such repairs was created by the negligence or intentional act of its employees, or by inmates due to the Operator's or its employees' negligence. With respect to any warranties, County agrees to cooperate and use its best efforts to assist Operator to obtain such warranty work.
4.02 Operator shall prepare and furnish such reports as may be required by law to be submitted to the County and the Sheriff with respect to the operation of the Facility or the prisoners detained therein and, in addition, such other reports as may be required by a Texas state agency or any agency of the United States Government, or by any state or political subdivision thereof from which prisoners have been assigned to the Facility.
4.03 Operator shall obtain, and thereafter maintain, the proper certification(s) necessary for the Facility to incarcerate federal, state and local prisoners, and shall maintain such certification(s) at all times. After such certifications have been obtained, if Operator is required, by the laws of the State of Texas, other applicable law or the rules and procedures promulgated by the Jail Commission, to implement operational modifications to maintain such certificates, the County and Operator may agree upon temporary increases in the Operator's Per Diem sufficient over a reasonable period of time to reimburse Operator for the cost of such operational modifications.
4.04 Operator will properly incarcerate all prisoners assigned to the Facility for whom there is space available at the Facility within the statutory and regulatory limits of the Facility.
4.05 Notwithstanding anything contained herein to the contrary, the County, Sublessor (or financing entity) (or its assignee), and/or the Trustee County shall have no liability whatsoever for any employees of Operator, Operator hereby agrees to indemnify and hold County and Sublessor (or financing entity) (or its assignee) harmless from all costs, claims, expenses, and liabilities (including attorney's fees) whatsoever which may be incurred by County and Sublessor (or financing entity) (or its assignee) and the Trustee arising from any and all acts done or omitted to be done by Operator, or the employees, agents and assigns of Operator, in connection with services performed or to be performed under this Agreement.
4.06 The interviewing, hiring, training, assignment, control, management, compensation, promotion and termination of all members of the Facility's administration and staff shall be the responsibility and obligation of Operator. Operator will use its best efforts to hire and train local personnel.
4.07 Operator shall use its best efforts to purchase goods and professional services locally when economically feasible.
4.08 Operator shall make available to its employees health care benefits that, at a minimum, are comparable to those provided by the County to its employees.
4.09 Operator shall provide all balance sheets, income statements, inmate rolls, accounting records or reports, audits and other such matters required of the County or the Sublessor under the Sublease for the Facility, including, without limitation, those found in the Sublease; and all Project operation information necessary to carry out the Sublessor’s and the County’s continuing disclosure obligations under the Sublease and Trust Indenture. All operational responsibilities placed on the Sublessor or the County under the Sublease or the Trust Indenture are to be provided by the Operator. Operator warrants that it has read the Sublease and understands and agrees that to the extent of conflict between the Sublease and this Agreement, the Sublease controls.
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