13-Sample Services Operations Agreement - Sex Offender Treatment.pdf

SERVICES OPERATIONS AGREEMENT

FOR HARRIS COUNTY COMMUNITY SUPERVISION AND

CORRECTIONS DEPARTMENT

This Operations Agreement (the “AGREEMENT”) is made and entered into by and between Harris County Community Supervision and Corrections Department (“DEPARTMENT”), a political entity of the Judicial District and

________________ (“VENDOR”)

as of the 1st day of September 2025.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing, the mutual benefits contemplated hereby and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

APPOINTMENT OF VENDOR; TERM

Appointment of VENDOR. In accordance with the terms and conditions set forth herein, and in consideration of the Payments hereinafter provided, VENDOR is hereby appointed to provide to DEPARTMENT, and VENDOR hereby agrees to furnish to DEPARTMENT, the Services provided for herein.

Term. This AGREEMENT is effective on the date set forth in the initial paragraph hereof and shall continue until August 31, 2026, unless it is terminated earlier pursuant to the provisions hereof, provided, however, that DEPARTMENT shall have the option to renew and extend this AGREEMENT for four (4) one-year terms, upon the giving to VENDOR a written notice of such intention no later than thirty (30) days prior to the expiration of the then current AGREEMENT term.

ARTICLE I

RATES, MINIMUM REQUIREMENTS, AND STATEMENT OF SERVICES

1.1 Vendor Rates. DEPARTMENT agrees to make Payments to VENDOR for the delivery of Services, not to exceed _________________________________ Dollars ($_________) for September 1, 2025, through August 31, 2026. VENDOR acknowledges that the total dollar amount of the AGREEMENT is subject to change, at DEPARTMENT’s discretion, based on needs and circumstances that arise within the overall DEPARTMENT program.

A. VENDOR agrees to the following rates for services:

Individual assessment $_____ per evaluation Individual therapy $_____ per hour Group therapy $_____ per hour/per person

Regular group therapy sessions are ____ (___) minutes in duration and are to be billed at the rate of $____ per each _____ (____) minute session.

B. VENDOR agrees that DEPARTMENT will only pay for individual assessment, individual therapy, and group therapy sessions attended by DEPARTMENT’s clients and that DEPARTMENT will not pay for family therapy (counseling) or any other services, such as orientation programs.

In addition, VENDOR further agrees that without written Court approval, DEPARTMENT will not pay for any Services rendered to DEPARTMENT’s clients at any VENDOR location(s) within a Child Safety Zone (CSZ.

C. VENDOR agrees to charge all of DEPARTMENT’s clients the rates listed above in this section, regardless of whether individual clients receive services on a Self-Pay Basis, as defined herein, or receive assistance from the DEPARTMENT in order to pay for the VENDOR’s Services.

D. VENDOR agrees to seek third-party funding, such as grants, from CJAD and other resources, in order to provide individual assessment, individual therapy, and group therapy services to indigent clients. In the event that such funding is not available, after VENDOR has sought such funding, VENDOR may request funding from HCCSCD, and HCCSCD’s written approval must be obtained in advance of VENDOR providing any individual assessment, individual therapy, or group therapy services to indigent DEPARTMENT clients.

E. Regarding any additional counseling or therapy services that may be offered by VENDOR, such as family therapy (counseling) services, or program orientations, VENDOR shall provide such services to DEPARTMENT’s clients on a Self-Pay Basis, and DEPARTMENT’s clients shall pay for any fees associated with such services that are charged by VENDOR.

1.2 Services. The VENDOR shall, in accordance with the terms of this AGREEMENT, provide all necessary personnel, equipment, materials, supplies, facilities, and services (except as may be furnished by the DEPARTMENT as specified in writing as part of this AGREEMENT) and do all things necessary for, or incidental to, the provision of the services listed as follows:

Sex offender evaluation and treatment services.

VENDOR shall provide both individual and group counseling sex offender treatment services to DEPARTMENT’s clients in a program more particularly described in Exhibit A, attached hereto and incorporated by reference herein.

1.3 Operational Plan & Compliance Review. The Performance Measures of this AGREEMENT, the VENDOR’s proposal and Best and Final Offer (“BAFO”) submitted in response to the RFP attached at Exhibit A-2, the Sex Offender Treatment Standards attached at Exhibit A-1, and the RFP Special Requirements (Sections I-IV) and Specifications attached at Exhibit A-3, are the Operational Plan by which the VENDOR will be audited and by which the DEPARTMENT will review the VENDOR’s performance of the services.

1.4 Performance Measures. The VENDOR shall comply with the Performance Measures included in this AGREEMENT to assist clients to change their behavior and become productive, contributing members of society by leading a life free of crime. Performance Measures, along with applicable adjustments for the Services are as follows:

Strategy 1: Develop an individualized treatment plan that addresses the needs of each individual served.

Measures: One hundred (100) percent of individuals served will have a written individual treatment plan identifying objectives to be completed within three (3) working days for intensive residential programs;

within five (5) working days in residential programs; within ten (10) working days in intensive out-patient programs; and within thirty (30) working days in supportive out-patient programs of client’s arrival for treatment.

Adjustment: Out-patient Treatment — for each individual served not having an individual treatment plan within the above specified time frame, the VENDOR will reimburse forty percent (40%) of the unit rate per each client hour billed during the time period the treatment plan was late on each client.

Strategy 2: Client’s progress on individualized treatment plans will be documented.

Measures: One hundred percent (100%) of individuals served will have chronological recordings in their case files on a weekly basis documenting the client’s level of participation and compliance with treatment goals and objectives.

Adjustment: For each individual not having chronological recordings in their case files on a weekly basis documenting the client’s level of participation and compliance with treatment goals and objectives, the VENDOR shall reimburse forty percent (40%) of the unit rate for each unit billed in the week(s) that a chronological recording was not made in the file.

Strategy 3: Each client exiting treatment will have a discharge plan completed and forwarded to the

DEPARTMENT.

Measures: One hundred percent (100%) of the clients exiting treatment shall have a discharge plan prepared and forwarded to the DEPARTMENT within three (3) days of the client’s discharge.

Adjustment: The VENDOR shall reimburse fifty percent (50%) of the unit rate for the last three units of service provided to each client that does not have a discharge plan sent to the DEPARTMENT within three (3) days of client’s discharge.

1.5 Negotiation. The VENDOR will document its compliance with the Operational Plan, which includes, but is not limited to, the Performance Measures. DEPARTMENT can negotiate with the VENDOR during the term(s) of the AGREEMENT to establish new performance measures or evaluation criteria that both parties agree reflect quantity or quality of service.

1.6 Diagnosis. In its treatment or provision of services to offenders (“clients”), VENDOR shall:

a) Provide appropriate treatment or services as designated by DEPARTMENT;

b) Coordinate with DEPARTMENT to identify needs of clients that are beyond the scope of

VENDOR’S Services and make appropriate referrals in such circumstances; and

c) Develop and implement procedures for Services (or referrals) for clients with dual diagnosis and/or mental and physical disabilities.

1.7 Participation. In order to ensure maximum participation of clients in its program, VENDOR shall:

a) Contact DEPARTMENT within twenty-four (24) hours whenever any client fails to comply with his or her recommended treatment or participation in services, including failure to show for initial appointment or unauthorized departures;

b) Document on a weekly basis the client’s level of participation and compliance with treatment or service goals and objectives; and

c) The VENDOR must maintain a signature log of all face-to-face contacts with the client. The log must contain what service was performed, the time, date, and be signed by the counselor and the client.

1.8 Discharge. The discharge of any client shall be made in accordance with the following:

a) Prior to discharge, VENDOR shall schedule and coordinate with client’s Community Supervision Officer or designee to evaluate if any additional services are required for client. A copy of each client’s discharge plan and discharge summary shall be submitted to DEPARTMENT within three

(3) days of such discharge; and

b) Under no circumstances may VENDOR discharge any client without having furnished

DEPARTMENT with prior written notification thereof.

1.9 Referrals. The DEPARTMENT retains control over the clients referred to VENDOR for the provision of services. If the client is determined to be in need of additional or different services, the client is to be referred back to the DEPARTMENT for further action. The process by which this action will occur will be addressed in the Operational Plan.

1.10 No-Shows. DEPARTMENT will not pay the VENDOR for clients who fail to attend sessions or meetings.

1.11 Court Testimony. VENDOR agrees to provide testimony in court, if required, at no additional cost to the DEPARTMENT.

1.12 Policies and Procedures. The Services for clients shall include policies and procedures for admission and discharge, discharge planning, participation in treatment, transportation (as necessary), safety and security, clinical supervision, referral activities, house management and government (as applicable), documentation of Services, and incident reporting and resolution, which shall be in writing and available to DEPARTMENT prior to implementation. VENDOR shall notify the DEPARTMENT in writing of deviations from such policies and procedures, whether temporary or permanent.

1.13 Orientation and HIV Counseling. VENDOR shall provide orientation to clients regarding support resources and shall provide HIV counseling in accordance with the provisions of Exhibit J hereto.

1.14 Coordination with DEPARTMENT. VENDOR shall coordinate the following tasks with the

DEPARTMENT:

a) Develop alternatives to be utilized for incidents of non-compliance with program rules;

b) Submit progress reports on each client, indicating progress and compliance/non-compliance with program;

c) Participate in meetings as the DEPARTMENT directs; and

d) Comply with DEPARTMENT operational policies and procedures as set forth by the

DEPARTMENT Program and/or the State program.

1.15 Definitions. The following terms used in this AGREEMENT shall, unless the context indicates otherwise, have the meanings set forth below:

AGREEMENT - means this Operations AGREEMENT with all exhibits hereto.

AMENDMENT – means a Modification of Contract as defined in this Section.

Contract Monitor - means the Person(s) designated by DEPARTMENT as such to ensure that VENDOR complies with the terms hereof, by conducting performance audits of the Operational Plan and financial audits of the Program Budget, if applicable.

Counselor - means a Person with appropriate licensure who renders counseling or counseling-related services to an individual, group, organization, corporation, institution, or the general public for compensation.

Offender/Client - means each individual who receives Services from VENDOR hereunder who qualifies for Services and who has been ordered by a court of legal jurisdiction to participate in receiving Services.

DEPARTMENT Policies - means all written policies, procedures, standards, guidelines, directives, and manuals of DEPARTMENT, as same may be amended from time to time, which DEPARTMENT has made available to VENDOR and with which VENDOR has an affirmative obligation to be and remain familiar.

Facility - means the licensed treatment facility where VENDOR will provide Services pursuant to the terms hereof.

Licensure Rules - means the terms and provisions contained in applicable regulatory guidelines.

Modification of Contract – means any change to this Agreement, which must be: in accordance with Section 8.7, documented by means of the form attached hereto as Exhibit I, and signed by the authorized representatives of each party.

Monthly Invoice - means that certain form or electronic reporting mechanism that VENDOR shall prepare and submit to DEPARTMENT’s Accounts Payable personnel and to VendorInvoices@aud.hctx.net no later than the seventh (7th) day after the end of the preceding month, based on the VENDOR Rate and yielding the Monthly VENDOR Payment to be made by DEPARTMENT, a copy of which form is attached hereto as Exhibit C.

Operational Plan - means the written operating and audit system devised jointly by DEPARTMENT and VENDOR prior to and during the term hereof, whereby the delivery of Services shall be evaluated and monitored. The Operational Plan shall contain a mechanism for monthly self-monitoring reports by VENDOR, and includes, but is not limited to, the Performance Measures of this AGREEMENT, the VENDOR’s proposal and BAFO submitted in response to the RFP attached at Exhibit A-2, the Sex Offender Treatment Standards attached at Exhibit A-1, and the RFP Special Requirements (Sections I-IV) and Specifications attached at Exhibit A-3.

Outpatient - means any client who receives Services on an hourly basis pursuant to the terms hereof and who is not a resident in the facility providing treatment.

Payment or Payments - means amount(s) agreed to be paid by DEPARTMENT to VENDOR.

Payment to VENDOR - means the mathematical product of the following: (a) Outpatient clients:

the VENDOR Rate calculated by the number of verified clients for each hour and billing day for which Outpatient Services were rendered in the billing month.

Performance Measures - means the standards whereby VENDOR and DEPARTMENT will determine the effectiveness of the Services, as set forth in Article I hereto.

Person - means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, court or other tribunal, or government or any agency or political subdivision thereof.

Program Budget - means the financial management system of proposed revenue and expenditures that VENDOR submitted in response to the RFP, whereby VENDOR implements and maintains its books regarding income and expenditures in the provision of Services in accordance with the approved Program Budget (i.e., a program-specific accounting or bookkeeping system).

RFP - means that certain Request for Proposal bearing Job Number ___ and issued by Harris County for the purpose of soliciting proposals to render Services and with respect to which VENDOR responded and was awarded this AGREEMENT.

Self-Pay Basis – services, including, but not limited to, family therapy (counseling) and program orientation services, provided to and paid for by HCCSCD’s clients.

Services - means the delivery by VENDOR of the sex offender assessment and treatment services as set forth in this AGREEMENT and exhibits and as outlined in VENDOR’S response to the

RFP.

Subcontractor – includes, but is not limited to, any counselors providing services under this Agreement as independent contractors or employees of the VENDOR.

Term - means the duration of this AGREEMENT as specified in Article I.

VENDOR – means “_______”.

Vendor Rate - means the amount paid by Department to VENDOR per hour during the term(s) hereof, determined in accordance with the rates set forth in Article I.

1.16 Employee Criminal Background.

A. VENDOR agrees to perform a criminal background check, in accordance with DEPARTMENT standards and Texas law, and obtain a criminal history record on all personnel furnished or assigned to perform Services for the DEPARTMENT. VENDOR warrants and represents that it will not assign any person:

1. who fails or refuses to provide information necessary to obtain a criminal background history; or

2. whose criminal record information reveals a conviction or deferred adjudication that renders the person unqualified under state or federal law to perform services or unsuitable for assignment to the DEPARTMENT.

B. VENDOR will not permit any employee, subcontractor, or independent contractor, who is currently under probation and/or parole supervision, to provide services, to prepare reports or to have access to clients’ files while VENDOR is providing services under this AGREEMENT. Furthermore, VENDOR will notify the DEPARTMENT within 24 hours if any employee, subcontractor, or independent contractor, who provides services to clients referred through this AGREEMENT, are arrested for and/or convicted of misdemeanor (other than a traffic violation) or felony offense.

C. VENDOR shall release the criminal history record information to the DEPARTMENT, who will not disclose such information except as provided by law. The DEPARTMENT reserves the right to determine, at its sole discretion, the placement or continued placement of any of VENDOR’S personnel. Any DEPARTMENT concern regarding the suitability of VENDOR’S employees will be satisfied promptly, up to and including removal from providing contract Services to the DEPARTMENT if necessary. The DEPARTMENT reserves the right, in its sole discretion, to require VENDOR to prohibit any of its personnel from providing Services under this Agreement.

D. Reports of Allegations Involving Violations of Penal Law. DEPARTMENT may report or a complainant/witness client may be directed to report alleged violations of any penal law directly to any licensing or certifying authority of the VENDOR, VENDOR’s employee(s) or VENDOR’s subcontractor(s).

1.17 HIPAA. VENDOR agrees to comply with all rules and regulations regarding protected health information, including, but not limited to, the Health Insurance Portability and Accountability Act (“HIPAA”), an excerpt of which is attached hereto and incorporated herein as Exhibit G.

1.18 Insurance. In addition to the terms, conditions, and requirements set forth in Section 6.1 of this Agreement, at its own expense, VENDOR shall obtain and maintain in force insurance coverage in accordance with all applicable laws and accepted industry standards to cover the types of claims described in Section 6.1 of this Agreement.

A. At a minimum, VENDOR shall maintain the following coverage at all times during the Term(s) of this Agreement:

1. Workers Compensation, as required by the laws of Texas, and Employers’ Liability, as well as All States, USL&H and other endorsements, if applicable to the Project, and in accordance with state law.

For Employers’ Liability, a minimum of One Million Dollars ($1,000,000.00) per Each Accident;

One Million Dollars ($1,000,000.00) per Disease-Each Employee; and One Million Dollars ($1,000,000.00) Policy Limit.

2. Commercial General Liability Coverage including, but not limited to, Premises and

Operations, Products Liability, Broad Form Property Damage, Contractual Liability, Cross Liability, and Personal and Advertising Injury Liability.

A minimum of One Million Dollars ($1,000,000.00) each occurrence Limit; One Million Dollars

($1,000,000.00) Personal and Advertising Injury Limit; Products/Completed Operations One Million Dollars ($1,000,000.00) Limit; General Aggregate Limit (per project) Two Million Dollars ($2,000,000.00).

3. Automobile Liability Coverage, including coverage for all owned, hired, and non-owned vehicles used in connection with this Agreement.

A minimum of One Million Dol1ars ($1,000,000.00) Combined (Bodily Injury and Property

Damage) Single Liability Limit.

4. Umbrella/Excess Liability Coverage with a minimum of One Million Dollars ($1,000,000.00)

Each Occurrence/Aggregate Limit.

5. Professional/Errors and Omissions Liability Coverage with a minimum of One Million

Dollars ($1,000,000.00) Each Occurrence/Aggregate Limit.

B. The Certificates referenced in Section 6.1.C. of this AGREEMENT shall reflect that the

DEPARTMENT has been named as an additional insured on all policies of insurance required by this AGREEMENT, including on any necessary policy endorsements and on insurance policies held by VENDOR and VENDOR’s subcontractors. In addition to the notification requirement in Section 6.1.C. of this AGREEMENT, VENDOR and VENDOR’s subcontractors shall notify DEPARTMENT at least fifteen (15) days prior to a proposed material change to, or non-renewal of any policy required herein, and shall provide evidence to DEPARTMENT of suitable replacement policies.

C. Compliance with the foregoing insurance requirements shall not relieve VENDOR and

VENDOR’s subcontractors from any liability under the indemnity provisions of this AGREEMENT, and DEPARTMENT has the option to terminate this AGREEMENT in accordance with the provisions herein, due to the failure by VENDOR to keep in force the required insurance coverage.

D. All policies of insurance held by VENDOR and VENDOR’s subcontractors, shall waive all rights of subrogation against the DEPARTMENT, its officers, employees, and agents.

E. During the Term(s) of this AGREEMENT, each of VENDOR’s subcontractors at a minimum shall maintain Professional/Errors and Omissions Liability Coverage with a minimum of One Million Dollars ($1,000,000.00) Each Occurrence/Aggregate Limit.

F. The DEPARTMENT reserves the right to require additional insurance if it deems it necessary. In the event of any conflict between the minimum insurance requirements set forth in this section and in Section 6.1 of this AGREEMENT, the minimum insurance requirements set forth in this section shall control.

1.19 Indemnification by VENDOR for subcontractors and independent contractors.

A. VENDOR hereby agrees that the Indemnification provisions of Section 6.2 of this AGREEMENT shall extend and apply to any subcontractors and independent contractors that VENDOR utilizes to provide Services to DEPARTMENT’s clients under this AGREEMENT.

B. VENDOR shall indemnify and save the DEPARTMENT, the Texas Board of Criminal Justice, the

Texas Department of Criminal Justice, the State of Texas, and its officers, agents and employees (hereinafter, collectively referred to as the "State") harmless from and against any and all claims arising from the conduct, management or performance hereof, including, without limitation, any and all claims arising from any condition herein or arising from any breach or default on the part of VENDOR’s subcontractors and independent contractors in the performance of any covenant or agreement on its part to be performed, or arising from any act of negligence of VENDOR’s subcontractors and independent contractors or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred in or about any such claim, action or proceeding brought against the State by reason of any such claim. In any such action brought against the State, VENDOR, upon notice from the State, shall defend against such action or proceeding by counsel satisfactory to the State, unless such action or proceeding is defended against by counsel for any carrier of liability insurance provided for herein. The aforementioned indemnification shall not be affected by a claim that negligence of DEPARTMENT, the State, or their respective agents, contractors, employees or licensees contributed in part to the loss or damage indemnified against.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

VENDOR represents and warrants to and for the benefit of DEPARTMENT with the intent that DEPARTMENT rely thereon for the purposes hereof, the following:

2.1 Legal Status. VENDOR (1) is a validly organized and constituted sole proprietorship or partnership in the jurisdiction in which it is formed and in good standing therein; or, is a corporation duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated and in good standing therein; (2) is duly qualified to conduct business in the State of Texas; and (3) has legal power and authority to own or lease its properties and conduct its business as presently conducted.

2.2 Authorization. The making and performance of this AGREEMENT has been duly authorized by all necessary action and will not violate any provision of current law or VENDOR’S charter or by-laws.

The AGREEMENT has been duly executed and delivered by VENDOR and, assuming due execution and delivery by DEPARTMENT, constitutes a legal, valid, and binding AGREEMENT enforceable against VENDOR in accordance with its terms.

2.3 Taxes. VENDOR has filed all necessary federal, state, and foreign income and franchise tax returns and has paid all taxes as shown to be due thereon, including penalties and interest, or provided adequate reserves for payment thereof, except to the extent that same have become due and payable but are not yet delinquent, and except for any taxes and assessments of which the amount applicability or validity is currently being contested in good faith by appropriate proceedings.

2.4 No Child Support Owing. In accordance with 231.006 of the Texas Family Code, no person who is the sole proprietor, a partner, a shareholder, or an owner of twenty-five percent (25%) or more of VENDOR and who is now more than thirty (30) days delinquent in paying court ordered approved child support may receive payment from state funds under a contract. Under Section 231.006, Family Code, VENDOR certifies that it is not ineligible to receive the Payments and acknowledges that this AGREEMENT may be terminated and Payments may be withheld if this certification is inaccurate.

2.5 Use of Payments. No part of the Payments made to VENDOR will be expended for any consultant fees, honorariums, or any other compensation to any employee of DEPARTMENT or for unallowable costs set forth on Exhibit D. VENDOR shall expend Payments made hereunder solely for providing direct services and for reasonable and allowable expenses directly related to the provision of Services.

2.6 Non-Discrimination. In the performance hereof, VENDOR warrants that it shall not discriminate against any employee, subcontractor, or offender on account of race, color, disability, religion, sex, national origin, age, or those who have or are perceived to have a disability because of AIDS or HIV infection, antibodies to HIV, or infection with any other probable causative agent of AIDS. VENDOR shall include the provisions of this paragraph regarding non-discrimination in each of its contracts with subcontractors so that such provisions will be binding upon each subcontractor.

2.7 Non-Collusion. VENDOR warrants that no Person, other than a bona fide employee, has been employed to solicit or secure this AGREEMENT with DEPARTMENT, and VENDOR has not paid or agreed to pay any Person, other than a bona fide employee, any fee, commission, percentage, or brokerage fee, gift, or any other consideration, contingent upon or resulting from the execution hereof.

For breach or violation of this provision, DEPARTMENT shall have the right to terminate this AGREEMENT without liability, or at its discretion to deduct from Payments, or otherwise recover, the full amount of such fee, commission, brokerage fee, gift, or contingency fee.

ARTICLE III

GENERAL CONDITIONS

3.1 Health and Safety. VENDOR shall ensure that adequate measures are taken to protect the health and safety of each offender while receiving Services.

3.2 Staff Training. VENDOR shall ensure that all staff providing direct Services receive continuing education and training as needed or required and that such education and training is documented.

3.3 Duties and Obligations. VENDOR shall provide the Services at the Facility (ies) in compliance with applicable federal and state law, including all constitutional, legal and court ordered requirements, whether now in effect or hereafter effected or implemented, and in accordance with the Operational Plan, if required. The Operational Plan shall contain procedures for assumption of Services by DEPARTMENT in the event of VENDOR’S bankruptcy or inability to perform its duties hereunder.

3.4 Visitation by State Employees. VENDOR shall at all times allow employees/agents of the Governor, members of the Legislature and all other members of the Executive and Judicial branches of the State of Texas, the Contract Monitor, and any other persons designated by the DEPARTMENT and/or the Texas Board of Criminal Justice to monitor the delivery of Services and contract compliance of the VENDOR.

3.5 No Subcontractors. No subcontractor may be utilized by VENDOR unless DEPARTMENT has furnished prior written approval.

3.6 Placement of offenders. DEPARTMENT shall have sole authority to assign and transfer offenders to and from the facility or program and, as appropriate, may specify services for any such offenders during the term of this agreement.

3.7 Confidentiality. When applicable, records of identity, diagnosis, prognosis, or treatment of any offender through this AGREEMENT shall be confidential and may be disclosed only in accordance with applicable laws. No information may be released without the offender's written consent as documented by a signed information release form. VENDOR shall notify department in writing if any legal process requires disclosure of an offender’s record and shall obtain written acknowledgment of same from DEPARTMENT’S Authorized Representative.

3.8 Termination at Will. Either party may terminate this AGREEMENT for any reason whatsoever, without cause and at any time, by furnishing to the other party thirty (30) days prior written notice.

DEPARTMENT'S only obligation for terminating this AGREEMENT pursuant to this section shall be the payment to VENDOR of Payments earned hereunder up to the date of termination. VENDOR's only obligation for terminating this AGREEMENT pursuant to this section shall be to provide Services until the date of termination. Neither VENDOR nor DEPARTMENT shall thereafter be entitled to any other compensation.

3.9 Record Retention. All records shall be the property of DEPARTMENT. All records (electronic or paper) pertinent to the provisions of Services hereunder shall be retained by the VENDOR for a period of five years with the following qualification: If any audit, litigation or claim is started before the expiration of the five-year period, the records shall be retained until all audits, litigation, claims, or other findings involving the records have been resolved. The retention period for all records begins after DEPARTMENT has made the final Payment in accordance with this AGREEMENT. At the end of the five-year period, VENDOR will request disposition instructions from DEPARTMENT.

ARTICLE IV

ADMINISTRATION AND FISCAL SYSTEM

4.1 Administrative Controls. VENDOR shall establish, document and maintain adequate administrative, financial, and internal controls to ensure that only allowable and reasonable costs are expended under this AGREEMENT.

4.2 Governing Board Responsibility. The appropriate governing board or entity of VENDOR shall bear full responsibility for the integrity of the Program Budget, where required, including accountability for all Payments, compliance with DEPARTMENT policies, and applicable federal and state laws and regulations. Ignorance of any AGREEMENT provisions or other requirements contained herein shall not constitute a defense or basis for waiving or appealing such provisions or requirements.

4.3 Conflict of Interest. VENDOR shall not refer offenders for additional services without prior written approval of the DEPARTMENT. VENDOR shall develop and implement written internal policies that may be reviewed by the DEPARTMENT to ensure that members of the governing board, contractual personnel, consultants, volunteers, and employees do not use their positions with the VENDOR for a purpose that is, or gives the appearance of being, motivated by a desire for personal gain or gain by a family member.

4.4 Remuneration. Staff of VENDOR shall not pay or receive any commission, consideration, or benefit of any kind related to the referral of an offender for treatment or engage in fee-splitting with other professionals.

4.5 Audits. VENDOR agrees to furnish DEPARTMENT and/or TDCJ with such information as may be required relating to the Services rendered hereunder. VENDOR shall permit DEPARTMENT to audit and inspect records and reports and to evaluate the performance of Services at any time. VENDOR shall provide reasonable access to all the records, books, reports, and other necessary data and information needed to accomplish review of program activities, services, and expenditures, including cooperation with DEPARTMENT in its performance of random or routine audits to determine the accuracy of VENDOR reports.

4.6 Disclosure. VENDOR is required to immediately or timely, as the case may be, disclose to DEPARTMENT and TDCJ-CJAD the following:

(a) If any Person who is an employee or director of VENDOR is required to register as a lobbyist under Texas Government Code Chapter 305, at any time during the term hereof, VENDOR shall provide to DEPARTMENT and TDCJ-CJAD timely copies of all reports filed with the Texas Ethics Commission as required by Chapter 305;

(b) If any Person who is an employee, subcontractor, or director of VENDOR is or becomes an elected official (i.e., an elected or appointed state official or member of the judiciary, or a United States congressman or senator), during the term hereof;

(c) Report any actions or citations by federal, state, or local governmental agencies that may affect

VENDOR’S licensure status or its ability to provide Services hereunder.

4.7 Withhold Payments. The DEPARTMENT may withhold Payments for any ineligible claims including inadequate or untimely monthly invoices until such time as the ineligible, inadequate or untimely claim is resubmitted and/or corrected by VENDOR. VENDOR agrees to return any unearned amounts paid by the DEPARTMENT within thirty (30) days following the final date of the contact period, or at the DEPARTMENT’S option, within thirty (30) days following the DEPARTMENT’S delivery to VENDOR a notice that amounts paid are to be returned to DEPARTMENT.

4.8 Accounting Records. VENDOR agrees to maintain a separate accounting or bookkeeping system specifically isolating the revenue and expenditures associated with this AGREEMENT in accordance with fund accounting principles.

4.9 Payments to VENDOR. VENDOR shall submit Monthly Invoices (in writing or electronically) as required herein and shall receive Payments from DEPARTMENT based thereon, subject to the provisions in this AGREEMENT. VENDOR will provide an itemized list of Services performed during the invoice period, including the names of all offenders served, the service provided, and the amount of time rendered with each. DEPARTMENT agrees to pay VENDOR within thirty (30) days after receipt of the Monthly Invoice (Exhibit C).

4.10 Discharges for Offender Absence. Offenders on furlough or authorized absence from a residential facility, where an applicable provision of service, in excess of forty-eight (48) hours will be terminated and readmitted upon their return.

4.11 Residential Services Billed According to Midnight Strength Rule: Non-Community Corrections Facility (CCF) VENDORS providing residential services shall charge the DEPARTMENT for offenders according to the Midnight Strength Report.

4.12 Peer or Group-Controlled meetings. The VENDOR shall not, under any circumstances, bill the DEPARTMENT for peer or group-controlled meetings and such meetings shall not be counted toward the minimum treatment/counseling session requirements set forth herein.

4.13 Specific Measures. All terms of this AGREEMENT are subject to monitoring and verification;

however, the VENDOR must have available for the DEPARTMENT’S inspection records to support performance of those measures outlined in Article I herein.

4.14 Equipment. Title to any equipment purchased in excess of $1,000.00 per unit cost (e.g., keyboard, monitor, and CPU are one unit) will vest with the Texas Department of Criminal Justice if such equipment is purported to be a direct expense to the program per submitted vendor budget if applicable.

Items in excess of $1,000 per unit that are depreciated (useful life) or placed in a use allowance will not be considered for ownership by TDCJ.

4.15 Misspent Funds. The VENDOR will refund expenditures of the VENDOR that are contrary to this AGREEMENT and deemed inappropriate by the DEPARTMENT or designee.

4.16 Other Revenues for Additional Services. VENDOR may collect additional revenues from other sources only for services exceeding those requirements in Article I and Exhibit A.

4.17 Other Revenue for Proposed Services. The prices quoted in this AGREEMENT are the full cost of treatment or service provision. Any fees, food stamps, or other revenues collected on behalf of the offender for offender services provided for in this AGREEMENT must be used to reduce cost per unit of service per offender under this AGREEMENT.

ARTICLE V

DEFAULT AND TERMINATION

5.1 Default by VENDOR. Each of the following shall constitute an Event of Default on the part of

VENDOR:

a. A material failure to keep, observe, perform, meet, or comply with any covenant, term, or provision hereof, which failure continues for a period of twenty (20) days after receipt of VENDOR of written notification thereof;

b. (1) Admit in writing its inability to pay its debts; (2) make a general assignment for the benefit of creditors; (3) suffer a decree or order appointing a receiver or trustee for it or substantially all of its property, and, if entered without its consent, same is not stayed or discharged within sixty (60) days of such decree or order, (4) suffer filing under any law relating to bankruptcy, insolvency, or the reorganization for relief of debtors by or against it and, if contested by it, not to be dismissed or stayed within sixty (60) days of such filing; or (5) suffer any judgment, writ of attachment or execution, or any similar process issued or levied against a substantial part of its property that is not released, stayed, bonded, or vacated within sixty (60) days after such issuance or levy; and

c. The discovery by DEPARTMENT that any statement, representation of warranty in this

AGREEMENT is false, misleading, or erroneous in any material respect.

5.2 Remedy of DEPARTMENT. Upon the occurrence of an Event of Default by VENDOR, DEPARTMENT shall notify VENDOR of such Event of Default, and subject to the time provisions of Section 5.1 hereof, DEPARTMENT shall have the right to pursue any remedy it may have at law or in equity, including, but not limited to, (a) suspend referral of offenders; (b) suspend payment; (c) taking action to cure the Event of Default, in which case DEPARTMENT may offset against any Payments owed to VENDOR all reasonable costs incurred by DEPARTMENT in connection with its efforts to cure such Event of Default; and (d) termination and removal of VENDOR as provider of Services. In the event of VENDOR'S removal due to an Event of Default, DEPARTMENT shall have no further obligations to VENDOR after such removal and in such event, VENDOR agrees to cooperate with DEPARTMENT regarding a transition to new provider of Services.

5.3 Default by DEPARTMENT. The following shall constitute an Event of Default on the part of DEPARTMENT: failure by DEPARTMENT to pay within thirty (30) days after Payment is due any Payment required to be paid pursuant to the terms hereof, provided such failure to pay shall not constitute an Event of Default if the Comptroller of the State of Texas has withheld any payments pursuant to statutory authority.

5.4 Remedy of VENDOR. Upon an Event of Default by DEPARTMENT, VENDOR'S sole remedy shall be to terminate this AGREEMENT. Upon such termination, VENDOR shall be entitled to receive Payment from DEPARTMENT for all Services satisfactorily furnished hereunder up to and including the date of termination.

5.5 AGREEMENT Subject to Availability of Funds. This AGREEMENT will be subject to the availability of funds as appropriated by the State Legislature and as made available by the Community Justice Assistance Division of the Texas Department of Criminal Justice. If such funds become reduced or unavailable, this AGREEMENT shall be subject to immediate modification, reduction or termination.

ARTICLE VI

INSURANCE AND INDEMNIFICATION

6.1 Insurance. VENDOR shall provide an adequate plan of insurance that provides: (1) coverage to protect DEPARTMENT and the State against all claims, including claims based on violations of civil rights arising from the Services performed by VENDOR; (2) coverage to protect the State from actions by a third party against VENDOR or any subcontractor of VENDOR; and (3) coverage to protect the State from actions by officers, employees, or agents of VENDOR or any subcontractor(s). VENDOR shall maintain the following insurance coverage in full force and effect for the mutual protection and benefit of DEPARTMENT, the State and VENDOR with the amounts and coverage’s as required by law, in accordance with the following:

A. Claims that may arise out of or result from VENDOR'S actions/omissions/operations hereunder, whether such actions/omissions/operations are by VENDOR or by a subcontractor of VENDOR, or by anyone directly or indirectly employed by or acting on behalf of VENDOR or a subcontractor where liability may arise for:

1. Claims under workers compensation disability benefits, and other similar employee benefit actions;

2. Claims for damages because of bodily injury, occupational sickness or disease, or death of any

VENDOR employees;

3. Claims for damages because of bodily injury, sickness or disease or death of any Person other than VENDOR'S employees;

4. Claims for damages insured by usual personal liability coverage that are sustained by (a) any

Person as a result of an act directly or indirectly related to the employment of such Person by VENDOR, or by (b) any other Person;

5. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from;

6. Claims for damages based on violations of civil rights;

7. Claims for damages arising from fire and lightning and other casualties.

B. VENDOR shall obtain and maintain in force insurance coverage in accordance with all applicable law and accepted industry standards during the term they are engaged hereunder. In addition, VENDOR shall maintain a liability insurance policy in an amount not less than $100,000 for each person and $300,000 for each single occurrence for bodily injury or death and $100,000 for each single occurrence for injury to or destruction of property.

C. Certifications/policies of insurance shall be filed with DEPARTMENT prior to execution of this

AGREEMENT. VENDOR shall notify DEPARTMENT within fifteen (15) days of cancellation of any policy required herein.

D. Compliance with the foregoing insurance requirements shall not relieve VENDOR from any liability under the indemnity provisions.

6.2 Indemnification. VENDOR shall indemnify and save the DEPARTMENT, the Texas Board of Criminal Justice, the Texas Department of Criminal Justice, the State of Texas, and its officers, agents and employees (hereinafter, collectively referred to as the "State") harmless from and against any and all claims arising from the conduct, management or performance hereof, including, without limitation, any and all claims arising from any condition herein or arising from any breach or default on the part of VENDOR in the performance of any covenant or agreement on its part to be performed, or arising from any act of negligence of VENDOR, or licensees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred in or about any such claim, action or proceeding brought against the State by reason of any such claim. In any such action brought against the State, VENDOR, upon notice from the State, shall defend against such action or proceeding by counsel satisfactory to the State, unless such action or proceeding is defended against by counsel for any carrier of liability insurance provided for herein. The aforementioned indemnification shall not be affected by a claim that negligence of DEPARTMENT, the State, or their respective agents, contractors, employees or licensees contributed in part to the loss or damage indemnified against.

ARTICLE VII

INDEPENDENT CONTRACTOR

VENDOR is associated with DEPARTMENT only for the purposes and to the extent set forth herein, and with respect to the performance of Services hereunder, VENDOR is and shall be an independent contractor and shall have the sole right to supervise, manage, operate, control, and direct the performance of the details incident to its duties hereunder. Nothing contained herein shall be deemed or construed to create a partnership or joint venture, to create the relationships of an employer-employee or principal-agent, or to otherwise create any liability for DEPARTMENT, the Texas Board of Criminal Justice, the Texas Department of Criminal Justice, the State of Texas and its offices, agents and employees (hereafter, collectively referred to as the “State”) whatsoever with respect to the indebtedness, liabilities, and obligations of VENDOR or any other party. VENDOR shall be solely responsible for (and DEPARTMENT shall have no obligation with respect to) payment of all Federal Income, F.I.C.A., and other taxes owed or claimed to be owed by VENDOR, arising out of VENDOR's association with DEPARTMENT pursuant hereto, and VENDOR shall indemnify and hold DEPARTMENT harmless from and against any and all liability from all losses, damages, claims, costs, penalties, liabilities, and expenses howsoever arising or incurred because of, incident to, or otherwise with respect to any such taxes.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Inconsistencies. Where there exists any inconsistency between this AGREEMENT and other provisions of collateral contractual Agreements that are made a part hereof by reference or otherwise, the provisions of this Agreement shall control.

8.2 Severability. Each paragraph and provision hereof is severable from the entire AGREEMENT and if any provision is declared invalid, the remaining provisions shall nevertheless remain in effect.

8.3 Prohibition Against Assignment. There shall be no assignment or transfer of this AGREEMENT without the prior written consent of both parties.

8.4 Law of Texas. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of Texas and shall be enforced in the county of the applicable judicial district in which this agreement was entered.

8.5 Notices. All notices called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or forty-eight (48) hours after mailed to each party by certified mail, return receipt requested, postage prepaid.

8.6 Entire. This AGREEMENT incorporates all the agreements, covenants, and understandings between the parties hereto concerning the subject matter hereof, and all such covenants, agreements, and understandings have been merged into this written AGREEMENT. No other prior agreement or understandings, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless attached hereto and/or embodied herein.

8.7 Amendment. No changes to this AGREEMENT shall be made except upon written agreement of both parties.

8.8 Headings. The headings used herein are for convenience of reference only and shall not constitute a part hereof or affect the construction or interpretation hereof.

8.9 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.

8.10 Terminology and Definitions. All personal pronouns used herein, whether used in the masculine, feminine, or neutral, shall include all other genders; the singular shall include the plural and the plural shall include the singular. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT including the Exhibits attached hereto and incorporated herein by reference to be executed as of the date first above written.

Executed in Harris County, Texas by

HARRIS COUNTY COMMUNITY SUPERVISION AND CORRECTIONS DEPARTMENT

BY:

Teresa May, Ph.D.

TITLE: Director

DATE:

VENDOR

BY:

TITLE: ______________________________

DATE:

EXHIBIT A-1 –OPERATIONAL PLAN

Sex Offender Treatment Provider Responsibilities

In order to better serve the community, courts, and people under community supervision and to assist treatment providers, the following requirements have been established. These requirements are written in conjunction with the Sex Offender Treatment Provider Registry and as a result of the commitment by Harris County Community Supervision and Corrections Department (HCCSCD) to the continuity of care and treatment for all sex offenders. These requirements clarify HCCSCD’s perspectives on the treatment provider’s responsibilities, treatment methods and testing as well as clarifying the responsibilities of the Community Supervision Officer (CSO) in order to promote the sex offender’s progress in treatment.

Each aspect of these requirements…