UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) May 7, 1998
Commission File No. 0-18344
SOONER HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Oklahoma 73-1275261
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2680 W. I-40 Oklahoma City, Oklahoma 73108
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:
(405) 236-8332
----------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
Effective June 1, 1998, New Directions Acquisition Corp. (NDAC), a
wholly owned subsidiary of Sooner Holdings, Inc. (the Company), completed the
acquisition of the operating assets and certain liabilities of New Direction
Centers of America, L.L.C. (New Directions). These assets relate to the
operation of a community correction business in Oklahoma City, Oklahoma. The
purchase price for the assets acquired was the issuance of 1,000,000 shares of
common stock of the Company, $1,000,000 in a note payable (the Note) and the
assumption of approximately $1,464,000 of liabilities, which includes the
mortgage on the real estate.
The acquisition of these assets were accounted for as a purchase in accordance
with Accounting Principles Board Opinion No. 16, with the cost allocated to the
net assets acquired based on their estimated fair values. The operations of the
New Directions business will be included in the financial statements of the
Company from the date of acquisition.
The assets acquired include a $227,000 Certificate of Deposit , the facility
which the business operates from which is zoned for use as a community
correction center, and all furnishings and fixtures.
The Note issued to New Directions bears interest of 10% per annum with
principal and interest due on June 1, 2001. New Directions is expected to
distribute the shares of common stock to its members, including the president of
the Company and the new vice president of NDAC, who previously managed the New
Directions business.
With the New Directions acquisition, NDAC assumed operation of a
community correction center, commonly known as a halfway house, which currently
has approximately 140 beds available but is licensed to provide up to 300 beds.
The center operates under a contract with the Oklahoma Department of
Corrections, which provides clients to the center. The center is a residential
facility for adult female offenders transitioning from institutional to
independent living. Offenders are eligible for these programs based upon the
type of offense committed and behavior while incarcerated in prison. Offenders
generally spend the last six months of their sentence in a community corrections
program. The goal and mission of NDAC's community corrections business is to
reduce the likelihood of an inmate committing an offense after release by
assisting in the reunification process with family and the community. Offenders
must be employed, participate in substance abuse programs, submit to random drug
testing, and pay a fixed payment to the government to offset the cost of the
program. The Company supervises these activities at its center. The Company has
retained all existing management and employees of the center.
The Company's business strategy is to become a leading developer and
manager of quality, privatized community correction facilities, initially
focusing in Oklahoma. Management intends on developing its community correction
business by developing facilities or expanding into existing facilities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Financial Statements
The following financial statements of New Direction Centers of America,
L.L.C. are filed as part of this report:
Pro Forma Financial Informat
Effective June 1, 1998, the Company, acquired through a wholly owned
subsidiary, all of the assets of New Direction Centers of America, L.L.C. (New
Directions) in exchange for 1,000,000 shares of common stock of the Company, a
note payable of $1,000,000 and the assumption of liabilities of $1,464,000. The
acquisition was accounted for as a purchase.
The purchase price was allocated to the tangible and intangible net
assets based on their fair values as follows: approximately $1,750,000 to
contract rights acquired, approximately $450,000 to facility land, building, and
equipment, approximately 227,000 to certificates of deposit, and the remaining
amount of approximately $90,000 to accounts receivable and other assets.
The following unaudited pro forma combined results of operations for the
year ended December 31, 1997 and for the short period ended March 31, 1998
assumes that the acquisition had occurred on January 1, 1997. The pro forma
combined results of operations is presented for information purposes only, is
based on historical information, and does not necessarily reflect the actual
results that would have occurred nor is it necessarily indicative of future
results of the combined enterprise:
The following Exhibits are filed as part of this report:
Exhibit 10.13
Description Agreement of Sale and Purchase of Assets dated March 5, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 15, 2000
SOONER HOLDINGS, INC.
--------------------
(Registrant)
By: R.C. Cunningham II
-----------------------------
R.C. Cunningham II, President
(Chairman of the Board)
The Members
New Direction Centers of America, LLC
Oklahoma City, OK
INDEPENDENT AUDITORS' REPORT
----------------------------
We have audited the accompanying balance sheet of New Direction Centers
of America, LLC as of May 31, 1998, and the related statements of income and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of New Direction
Centers of America, LLC as of May 31, 1998, and the results of its operations
and cash flows for the year then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has experienced substantial, continuing losses
since inception. Because of excessive fixed obligations and the inability of the
Company to generate sufficient cash to sustain operations, substantial doubt
exists as to its ability to continue as a going concern. Management's plans in
regard to addressing these issues are also described in Note 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
BUXTON & CLOUD, P.C.
November 17, 1999
New Direction Centers of America, LLC
Balance Sheet
As of May 31, 1998
ASSETS
Current Assets
Cash .................................................... $ 7,966
Certificates of Deposit ................................. 40,164
Accounts Receivable - Contracts ......................... 84,946
Other Current Assets
Linen Stock ........................................... 997
Prepaid Insurance ..................................... 10,084
-----------
Total Other Current Assets ......................... 11,081
-----------
Total Current Assets ............................... 144,157
-----------
Property and Equipment
Net of Accumulated Depreciation ......................... 398,632
Deferred Charges and Intangibles
Net of Accumulated Amortization ......................... 605,232
Certificates of Deposit - Pledged ......................... 227,000
-----------
Total Assets ....................................... $ 1,375,021
===========
LIABILITIES AND MEMBERS' CAPITAL
Current Liabilities
Loans Payable - Short Term .............................. $ 1,064,798
Accounts Payable ........................................ 137,828
Accrued Payroll ......................................... 14,245
Payroll Taxes Payable ................................... 34,684
Current Portion of Long Term Debt ....................... 10,296
-----------
Total Current Liabilities .......................... 1,261,851
Long Term Debt - less
current portion above ................................... 584,843
-----------
Total Liabilities .................................. 1,846,694
-----------
Members' Capital .......................................... (471,673)
-----------
Total Liabilities and Capital ...................... $ 1,375,021
===========
The accompanying notes are an integral part of these statements.
New Direction Centers of America, LLC
Statement of Operations
For the year ended May 31, 1998
Revenues
Contract Revenues ............................. $ 918,314
Private Revenues .............................. 18,498
---------
Total Revenue ............................... 936,812
---------
Cost of Care
Client Supplies ............................... 8,955
Security and Transportation ................... 28,798
Care and Feeding .............................. 85,429
Personnel Costs ............................... 422,669
---------
Total Cost of Care .......................... 545,851
Gross Margin ............................ 390,961
---------
Administrative and Maintenance
Building and Maintenance Costs ................ 95,716
Administrative Expense ........................ 229,513
Depreciation & Amortization ................... 50,724
---------
Total Administrative and Maintenance ........ 375,953
---------
Income (Loss) from Operations ................... 15,008
---------
Other Income (Expense)
Interest Income ............................... 14,458
Vending Income ................................ 12,661
Interest Expense .............................. (140,087)
---------
Net Other Income (Expense) .................. (112,968)
---------
Net Income (Loss) ............................... $ (97,960)
=========
The accompanying notes are an integral part of these statements.
New Direction Centers of America, LLC
Statement of Cash Flows
For the year ended May 31, 1998
Cash flows from operating activities:
Net income (loss) ........................................... $ (97,960)
---------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ............................. 50,724
(Increase) decrease in accounts receivable ................ (3,860)
(Increase) decrease in prepaid expenses ................... (569)
(Increase) decrease in inventories ........................ (144)
(Increase) decrease in other assets ....................... (164)
Increase (decrease) in accounts payable ................... 89,134
Increase (decrease) in accrued liabilities ................ 27,110
---------
Total adjustments ......................................... 162,231
---------
Net cash provided (used) by operating activities ............ 64,271
---------
Cash flows from investing activities:
Cash payments for the purchase of property .................. (131,588)
---------
Net cash provided (used) by investing activities ............ (131,588)
---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt .................... (5,500)
Net short term borrowings from related parties .............. 94,909
Net activity on other short term debt ....................... (41,566)
Principal payments on long-term debt ........................ 15,089
Member withdrawals .......................................... (11,124)
---------
Net cash provided (used) by financing activities ............ 51,808
---------
Net increase (decrease) in cash and equivalents ............... (15,509)
Cash and equivalents, beginning ............................... 23,475
---------
Cash and equivalents, ending .................................. $ 7,966
=========
Cash paid for interest expense $ 135,766
See accountant's report and notes to financial statements.
New Direction Centers of America, LLC
Notes to Financial Statements
May 31, 1998
1. Nature of Organization
----------------------
New Direction Centers of America, LLC is a limited liability company
(LLC) organized under the laws of the State of Oklahoma. By law, members of the
LLC are not liable for the debts of the LLC except by individual member
agreement on specific debts.
The LLC is the sole owner of a corporation, Horizon Lodges of America,
Inc. (Horizon). Horizon owns the real estate in which the company conducts
business. Horizon is consolidated with the LLC in these statements.
The LLC operates a pre-release confinement and counseling facility with
a capacity of 145 inmates. The LLC's primary source of revenue is contracts with
the Department of Corrections of the State of Oklahoma. The LLC also provides
services to individuals and other organizations on a month-to-month basis. The
LLC provides transportation and security for inmates to and from work-release
employment.
Contracts with the Department of Corrections of the State of Oklahoma
are renewable annually. The LLC has no assurance it will continue to receive
awards of these contracts.
2. Summary of Significant Accounting Policies
------------------------------------------
Cash
----
The LLC records as a current asset cash, which is available for
operations within the operating cycle of the business. Certificates of deposit,
which are pledged as collateral on loans and are therefore unavailable for
operations are recorded as a non-current asset.
Accounts Receivable and Allowance for Doubtful Accounts
-------------------------------------------------------
The LLC has experienced no losses on accounts receivable from its
primary contracts. Therefore, no allowance for doubtful accounts is recorded
against these contracts.
The LLC does not record accounts receivable from month-to-month
services. Collection of these accounts is usually in doubt. Therefore, the LLC
records revenue from these services on the cash basis.
Property and Equipment
----------------------
Equipment and improvements are recorded at cost when acquired. When
equipment and improvements are retired, the cost and applicable accumulated
depreciation and amortization are removed from the respective accounts and the
resulting gain or loss is recognized. Maintenance, repairs, and minor renewals
are charged to expense as incurred.
Depreciation and Amortization
-----------------------------
Equipment and improvements are being depreciated and amortized over the
estimated useful lives of the assets. The building is depreciated over twenty
years. Improvements to the building are depreciated over ten years. Office
furniture, computer equipment, and client furniture are depreciated over three
to ten years. Vehicles are depreciated over three to four years.
Intangible Assets
-----------------
Goodwill was acquired through the purchase of Horizon in 1997. Goodwill
is amortized over twenty years. The closing costs associated with the first
mortgage on the building originated in 1997 are amortized over twelve and
one-half years.
Income Taxes
------------
The LLC files as a partnership for tax purposes. The tax effect of the
income or loss is recognized at the partner level. Therefore, there is no tax
liability recorded at the LLC level.
Compensated Absences
--------------------
The LLC has not recorded a liability for compensated absences in these
financial statements. Due to a high turnover of personnel, management believes
any existing liability is not material to the financial statements.
Principles of Consolidation
---------------------------
The acquisition of Horizon is accounted for as a purchase of assets. The
land and building are recorded at fair market value as of the date of purchase.
The first mortgage and associated loan acquisition costs are recorded at
carrying values, which reflect fair market value. The difference between these
amounts and the book value of the stock on the books of the LLC is recorded as
goodwill.
Use of Estimates
----------------
The preparation of these financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. Property and Equipment
----------------------
Property and Equipment consisted of the following at May 31, 1998:
Land ................................ $ 120,000
Building ............................ 130,000
Building Improvements ............... 136,696
Client Furnishings .................. 6,595
Vehicles ............................ 22,100
Office and Computer Equipment ....... 14,940
---------
Total cost ....................... 430,331
Accumulated Depreciation ......... (31,699)
---------
Net Property and Equipment .......... $ 398,632
=========
Depreciation expense charged for the year totaled $ 17,724.
4. Deferred Charges and Intangibles
-------------------------------
Deferred charges and intangibles consisted of the following at May 31,
1998:
Goodwill originating from purchase of Horizon $ 611,420
Loan origination and closing costs from first
mortgage on Horizon properties ............ 30,359
Organization costs .......................... 1,750
---------
Total cost .................................. 643,529
Less accumulated amortization ............... (38,297)
---------
Net deferred charges and intangibles ........ $ 605,232
=========
Amortization expense charges for the year totaled $ 33,000.
5. Notes Payable
-------------
Notes payable consisted of the following at May 31, 1998.
Related Parties
---------------
From a member, unsecured, interest paid at certificate
of deposit rate when interest is paid on certificates
(currently 4.5%), no stated maturity $ 227,000
From a member, unsecured, non-interest bearing, no
stated maturity. 80,120
From corporations controlled by a member, unsecured,
non-interest bearing, no stated maturity. 82,709
Payable to a member, unsecured, non-interest bearing,
no stated maturity. Originated in transaction
acquiring Horizon 40,000
---------
Total related party notes $ 429,829
---------
Banks
-----
Line of credit dated March 10, 1997, extended by
agreement. Original principal $25,030.
Interest payable quarterly at 2.00% over New York
prime (currently 10.50%). Secured by personal
guarantees of members. 24,829
First mortgage on property owned by Horizon.
Dated April 10, 1997. Original principle $625,000.
One-year renewable note amortized over 12.5 years.
Interest at 2.00% over New York prime (currently
10.50%). Payments due at $7,500 per month
including principal and interest. Secured by Land,
building, personal guarantees of three members,
and certificates of deposit totaling $227,000. 602,508
---------
Total Banks 627,337
---------
Premium Finance agreement originated October 29, 1997,
original amount $ 21,974.90. Interest at 12.5%.
Nine monthly payments of $2,570.58. 7,632
---------
Total Notes Payable $1,064,798
=========
6. Long Term Debt
--------------
Note payable to an individual dated April 10, 1997.
Payable at $4,000 per month for one year, and
$6,000 per month for the following nineteen years.
Initial principal calculated to be $578,284 at 10.5%
interest. Initial terms of payments create negative
amortization for the first year. Unsecured except
by acceleration clause. $ 591,634
Note payable to bank. Original note dated October 20,
1995 in the amount of $13,815. Extended by agreement
and additional principal of $5,500 advanced on July 20,
1997. Payments monthly at $645.00 including principal
and interest at 11.00%. Secured by vehicle. 3,505
---------
Total long term debt 595,139
Less current portion (10,296)
---------
Net long term debt $ 584,843
=========
Five year maturities of long term debt are:
1999 $ 10,459
2000 11,611
2001 12,891
2002 14,311
2003 15,889
Future 535,277
7. Related Party Transactions
--------------------------
Loans - See note 5.
-----
Other
-----
The facility manager is a member of an LLC, which is a member of the
company. In connection with his management services, he was paid $70,000 during
the year. In addition, he was paid other miscellaneous minor amounts as
reimbursements for expenses he incurred in day-to-day operations.
A family member of the manager was paid $15,381 in connection with
remodeling and rehabilitation of the facility.
8. Going Concern
-------------
Background
----------
The LLC has experienced substantial tax and cash losses each year since
inception. During the year covered by these financial statements, the LLC is
past due on $60,389 of accounts payable, $34,684 of payroll tax liabilities, and
$6,000 of payments on long term debt. Most vendors have placed the LLC on
cash-on-delivery terms.
The LLC has minimum required payments before operating expenses or
salaries of approximately $16,500 per month.
The LLC has average gross receipts of $78,000. Direct operating and
maintenance expenses (not including administrative expenses and management
salaries) average $53,500. Including all expenses, the LLC has an average cash
loss of $6,200 per month.
Current liabilities exceed current assets (after adjustment for pledged
cash and certain member loans) by approximately $501,000.
An LLC by its nature cannot make an involuntary capital call on its
members.
Without substantial capital contributions by the members or another
source of outside funding, the ability of the LLC to continue as a going concern
is in doubt.
Management Plans
----------------
The LLC, as of May 31, 1998, has received verbal confirmation of
accreditation by ACA. (Formal accreditation was received in August of 1998).
This accreditation will allow the LLC to increase its contract inmate load from
33 inmates to 145 inmates. (The LLC has a contract for 33 inmates as of May 31,
1998, although the actual population averages approximately 100 inmates). This
increase in contract should create substantial additional revenue.
The LLC is continuing renovation and rehabilitation of the facility. As
available space is added, the LLC can house more inmates.
9. Subsequent Events - Sale of Assets
----------------------------------
On June 1, 1998, the LLC sold all its assets and liabilities to New
Directions Acquisition Corp., a wholly owned subsidiary of Sooner Holdings, Inc.
Sooner Holdings, Inc. is a publicly traded corporation controlled by a member of
the LLC. Terms of the agreement are 1,000,000 shares of Sooner Holdings, Inc.
and a $1,000,000 single pay note due three years from date of sale. This sale
included the subsidiary Horizon Lodges of America, Inc.
<TABLE>
<CAPTION>
SOONER HOLDINGS, INC. AND NEW DIRECTION
CENTERS OF AMERICA, L.L.C.
Unaudited Pro Forma Statement of Operations
For the Year Ended December 31, 1997
Sooner New Combined
Holdings Directions Total Pro Forma
December December December Pro Forma December
31, 1997 31, 1997 31, 1997 Adjustments 31, 1997
<S> <C> <C> <C> <C> <C>
----------- ----------- ----------- ----------- -----------
Revenues:
Rental ......................... $ 432,449 $ -0- $ 432,449 $ 432,449
Service ........................ -0- 930,996 930,996 930,996
----------- ----------- ----------- ----------- -----------
Total revenues .............. 432,449 930,996 1,363,445 1,363,445
Operating Expenses:
Cost of services ............... 1,460 -0- 1,460 1,460
General and administrative ..... 181,945 897,673 1,079,618 1,079,618
Depreciation and amortization .. 60,028 37,860 97,888 195,274 (1) 293,162
----------- ----------- ----------- ----------- -----------
Total operating expenses .... 243,433 935,533 1,178,966 195,274 1,374,240
----------- ----------- ----------- ----------- -----------
Income from operations ........... 189,016 (4,537) 184,479 (195,274) (10,795)
Interest expense ................. (224,734) (106,943) (331,677) (195,943) (2) (527,620)
Other income ..................... 43,800 19,360 63,160 63,160
----------- ----------- ----------- ----------- -----------
Net income (loss) ................ $ 8,082 $ (92,120 $ (84,038) $ (391,217) $ (475,255)
=========== =========== =========== =========== ===========
Net income (loss) per common share $ (*) $ (.06)
=========== ===========
Weighted average common shares
outstanding ...................... 7,471,350 1,000,000 (3) 8,471,350
=========== =========== ===========
* less than 1%
</TABLE>
<TABLE>
<CAPTION>
SOONER HOLDINGS, INC. AND NEW DIRECTION
CENTERS OF AMERICA, L.L.C.
Unaudited Pro Forma Statement of Operations
For the Three Months Ended March 31, 1998
Sooner New Combined
Holdings Directions Total Pro Forma
March March March Pro Forma March
31, 1998 31, 1998 31, 1998 Adjustments 31, 1998
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues:
Rental .......................... $ 71,815 $ -0- $ 71,815 $ 71,815
Service ......................... -0- 247,127 247,127 247,127
----------- ----------- ----------- ----------- -----------
Total revenues ............... 71,815 247,127 318,942 318,942
Operating Expenses:
Cost of services ................ 394 -0- 394 394
General and administrative ...... 29,438 214,952 244,390 244,390
Depreciation and amortization ... 15,513 12,653 28,166 84,814 (1) 112,980
----------- ----------- ----------- ----------- -----------
Total operating expenses ..... 45,345 227,605 272,950 84,814 357,764
----------- ----------- ----------- ----------- -----------
Income from operations ............ 26,470 19,522 45,992 (84,814) (38,822)
Interest expense .................. (55,344) (35,313) (90,657) (90,889) (2) (181,546)
Other income ...................... 1,210 6,770 7,980 7,980
----------- ----------- ----------- ----------- -----------
Net loss .......................... $ (27,664) $ (9,021) $ (36,685) $ (175,703) $ (212,388)
=========== =========== =========== =========== ===========
Net income (loss) per common share $ (*) $ (.03)
=========== ===========
Weighted average common shares
outstanding ....................... 7,471,350 1,000,000 (3) 8,471,350
=========== =========== ===========
* less than 1%
</TABLE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(1) To reflect the increase in goodwill amortization expenses ($1,750,000/108)
on a straight-line basis over nine years resulting from the acquisition.
(2) To reflect the increase in interest expense ($1,000,000 x .10/12) due to the
issuance of a note payable in the acquisition bearing a 10% annual interest
rate.
(3) To adjust for the 1,000,000 shares of Sooner common stock issued in the
acquisition of New Directions.
AGREEMENT OF SALE AND PURCHASE OF ASSETS
This Agreement dated March 5, 1998 is by and between New Direction
Centers of America, L.L.C., and Horizon Lodges of America, Inc. "SELLER" and ND
Acquisition Corp., Inc., 'BUYER' for the sale of all the assets and specified
liabilities of Seller in exchange for a promissory note and mortgage and Common
Stock of Sooner Holdings, Inc. and other consideration.
I.
PROPERTY TO BE SOLD
-------------------
1.01 Sale and Purchase. Seller agrees to sell and convey to Buyer and
Buyer agrees to purchase and accept from Seller for the price and subject to the
terms herein set forth, the following:
(a) All of Seller's right, title and interest in that certain tract of
land and its appurtenances in Oklahoma County, Oklahoma, described on Exhibit A
attached (the "Land").
(b) The improvements on the Land which consist of the Property formerly
used as a motel and now commonly known as New Direction Centers (The
"Facility");
(c) All furniture, carpeting, draperies, appliances, supplies,
inventory, fixtures, equipment, and any other items of personal property
presently in used or owned by Seller or located on the Facility; a schedule of
substantially all of the more significant (in a monetary sense) items of
Personalty is attached as Exhibit B, which schedule shall be updated and
completed as to all items of Personalty as of the Closing Date;
(d) Seller's interest in all leases, service, supply and maintenance
contracts (the "Contracts") relating to the Property of Personalty. Exhibit C
(e) All right, title and interest of Seller, to all licenses and permits
(the "Licenses and Permits") of the business currently held and required for
operation of New Directions as a facility of the Department of Corrections,
State of Oklahoma; Exhibit D
(f) All right, title and interest of Seller, in and to all warranties
(the "Warranties") applicable to the Property or Personalty;
(g) All contracts choses in action, accounts receivable and other
intangibles described in Exhibit E. ("Intangibles")
The items described in subparagraphs (a) through (f) are collectively
called the "Property"
(h) Plaintiffs' dismissal with prejudice as to all Defendants of Case
No. CJ-98-1344-61 in the District Court of Oklahoma County, Oklahoma and a
common law release of all asserted causes of action or causes of action that
could be asserted by Plaintiffs against any of the Defendants.
II
CONSIDERATION
-------------
2.01 Purchase Price. The purchase price ("Purchase Price") to be paid by
Buyer to Seller for the sale and conveyance of the Property shall be:
(a) The transfer of ONE MILLION SHARES OF COMMON STOCK of Sooner
Holdings, Inc., described in Exhibit C, attached (the "Stock"), as consideration
for the Property Transfer shall be made by duly executed conveyances of the
Stock at the closing of the transaction. ("Closing"). One Million Shares of
Common Stock represents 8% of the issued and outstanding Common Stock of Sooner
Holdings, Inc. The Common Stock shall be limited by anti-dilution and
pre-emptive voting rights clauses approved by the Board of Sooner Holdings Inc.
(b) One Million dollars ($1,000,000) payable by the terms of a
promissory note held by Ron Alexander for New Direction Centers of America and
L.L.C., from Buyer to Seller, payable on the first day of the 36th month
following the Closing Date of this Agreement. The note shall bear simple
interest at the rate of 10% per annum. The note shall be secured by a mortgage
on the Land and Facility and a security interest in the Personalty, Licenses and
Permits, Accounts Receivables, Intangibles, Warranties and all other assets now
owned by Seller or hereafter required by Buyer.
Assumption of all liabilities of Seller and releases of liability from
First Enterprise Bank on the guarantees of David Talbot and Ron Alexander.
(d) Buyer's governing Board, until the note to Seller is paid in full,
shall consist of only the following persons: Fauista Bish, R.C. Cunningham,
Robert Graham, Jim Helm and French Hickman. If any of the named members resign,
the remaining members shall elect a replacement member.
(e) Buyer's By-Lays shall be amended, effective at Closing, to provide
for the governing Board listed in paragraph 2.01(d); The Amended By-Laws shall
further provide that the Board shall have exclusive authority to make all
decisions of Buyer until the note to Seller is paid in full.
2.02 Earnest Money. Within two (2) business days of the execution and
delivery of a fully executed copy of this Agreement to be held by New Direction
Centers, the sum of Twenty-Five Thousand and No/100 Dollars (25,000.00) (the
"Earnest Money") by wire transfer of immediately available funds or in the form
of a cashier's check drawn on a bank satisfactory to Seller and the Title
Company, which amount shall constitute earnest money to be held by the Title
Company subject to the terms and provisions hereof.
III
INSPECTION
----------
3.01 Inspection Period. During the period (the "Inspection Period")
commencing on the date of execution of this Agreement and ending at 5:00 p.m. on
the 17th day of March, 1998, Buyer, its authorized agents or representatives,
shall be entitled to enter upon the Property at all reasonable times during the
normal business hours to conduct reasonably necessary inspections and tests.
Buyer shall notify Seller in writing of its intention or the intention of its
agents or representatives to enter the Property at least twenty-four (24) hours
prior to such intended entry. Buyer shall bear the cost of all inspections and
tests.
3.02 Document Review. Seller agrees to allow Buyer, its authorized
agents or representatives, to inspect and make copies of all employment
agreements, assessments (special or otherwise), ad valorem and personal property
tax bills, statements, utility bills, building permits, certificates or
occupancy, notices or correspondence from governmental entities with respect to
the Property, books, records, operating statements (income statements,
statements of cash flow and balance sheets relating to the operation of the
Property), contracts, files and related items (collectively, the "Documents"),
which are in Seller's possession. Seller shall make available to Buyer one copy
of the following listed items:
(a) Operating statements for the Property for the past three (3) years
and for the year-to-date:
(b) Copies of all invoices, or summaries thereof if there is not an
invoice, for all repair, replacement and maintenance work done on or about the
Property over the last two (2) years where the aggregate cost of the item of
work exceeded $1,000.00;
(c) To the extent available, complete architectural, structural,
mechanical and electrical "as-built" plans and specifications for the Property,
together with copies of the building permit and Certificates of Occupancy;
(d) To the extent available, a plot plan and all existing surveys;
(e) To the extent available, copies of all technical, engineering,
environmental and other reports and studies in Seller's possession or under its
control covering the condition of the Property;
(f) To the extent available, copies of all tax bills applicable to the
Property for the immediately preceding three years, along with a copy of the
valuation placed on the Property for the current year;
(g) Copies of all Contracts, Licenses and Permits affecting the
Property;
(h) Copies of all Warranties applicable to the Property; and
(i) Copies of the existing insurance policies covering the Property.
Buyer agrees and acknowledges that the Documents are proprietary and
confidential in nature. Buyer agrees not to disclose the Documents or any of the
provisions, terms or conditions thereof, to any party outside of Buyer's
organization, except to: (i) agents or consultants engaged by Buyer to assist
Buyer in its evaluation of the Property and its contemplated purchase of the
same and (ii) Buyer's investors or prospective investors and Buyer's lenders or
prospective lenders. Buyer shall return to Seller all of the Documents and any
and all copies Buyer has made of the Documents within ten (10) days from the
date this Agreement shall have terminated for any reason.
3.03 Inspection Obligations, Buyer and its agents and representatives
shall:(a) not injure or otherwise cause bodily barn to Seller, its manager,
agents. contractors and employees or property; (b) not permit any liens to
attach to the Land by reason of the exercise of its rights hereunder; and (c)
restore the surface of the Land to the condition in which the same was found
before any such inspection or tests were undertaken. Buyer shall indemnify and
hold Seller harmless from and against any and all liens, claims, causes of
action. and expenses (including reasonable attorneys' fees) arising out of (i)
any violation of the provisions of this Section 3.03 or (ii) any tests and/or
inspections performed by Buyer, its authorized agents or representatives,
pursuant to the provision of Section 3.01 of this Agreement Notwithstanding any
provision of this Agreement, no termination hereof shall terminate Buyer's
obligations pursuant to this Section 3.03 it being agreed that such obligations
shall survive the termination of this Agreement or the Closing, and the
limitation of damages as set forth in Section 5.01 shall not be applicable to
any cause of action arising pursuant to this Section 3.03.
3.04 Negotiation of Closing Documents, During the Inspection Period.
Seller and Buyer, and their respective counsel, shall negotiate in good faith
the form and substance of the documents to be executed and delivered at the
Closing (the "Closing Document"), including, but not limited to, the warranty
deed to the Land the note and mortgage and security agreement. the Bill of Sale,
and the affidavit described in Section 6.02 (b)(iv). All Closing Documents shall
be in a form consistent with the provisions of this Agreement.
IV
TITLE
-----
4.01 Title Commitment. Seller shall, at Seller's sole cost and expense,
within fifteen (15) days from the execution of this Agreement, cause to be
furnished to Seller from the Title Company a title commitment (the "Title
Commitment"), specifying Seller as the record owner of. the Land and evidencing
the agreement of the Tide Company to issue to Buyer at Closing policy of
title-insurance (the "Title Policy") in the amount of the Purchase Price on the
standard form promulgated by the applicable governing authority under the laws
of the State of Oklahoma, which shall insure Buyer's title to the Land to be
good and indefeasible subject to the terms of the policy and the Schedule B
exceptions; and (b) a photocopy of all documents (the "Title Documents") listed
as title exceptions on the Title Commitment. As used herein, the term "Title
Objection Period" shall mean a period commencing on the first day following
Sellers delivery to Buyer of the later to be received of the Survey, Title
Commitment and Title Documents and ending ten (10) days thereafter, All matters
shown on the Survey and exceptions listed in the Title Commitment which are not
objected to by Buyer by delivery of written notice to Seller within the Title
Objection Period shall be conclusively deemed to be acceptable to Buyer and
Buyer may not thereafter refuse to consummate the sale or claim any failure of
Seller of its obligations under this Agreement solely because of such matters.
In the event Buyer timely objects in writing during the Title Objection Period
to any title exception or Survey matter, Seller may, but shall not be obligated
to. cure such objection (the "Title Objection"); provided, however, if Seller is
able and willing to eliminate or modify such objectionable items. Seller shall
notify Buyer in writing within five (5) days following the expiration of the
Title Objection Period (Seller's Notice Period") of such facts (said notice
hereinafter called "Seller's Title Notice") in which case the elimination or
modification by Seller of the Title Objections shall be complete on or before
the Closing Date. Seller shall cure any title exception created by Seller after
the execution date of this Agreement. In the event Seller does not deliver
Seller's Title Notice to Buyer within Buyer's Notice Period, Buyer shall be
deemed (a) to be notified that Seller is unable or unwilling to cure the Title
Objections and (b) to have waived the Title Objections, unless within five (5)
days following the expiration of Seller's Notice Period, Buyer delivers to
Seller written notice terminating this Agreement. Notwithstanding anything
herein to the contrary, in the event that Buyer's right to terminate this
Agreement pursuant to any provision of this Section 4.01 has not expired prior
thereto, it shall expire upon expiration of the Inspection Period. As used in
this Agreement, the term, "Permitted Exceptions" shall mean all matters either
shown on the Survey or listed in the Title Commitment as to which Buyer does not
raise a Title Objection within the Title objection Period or, having objected,
Buyer waives in accordance with the provisions of this Section 4.01. In the
event of termination of this Agreement pursuant to this Section 4.01, neither
party shall have any further rights or obligations hereunder.
V
REMEDIES
--------
5.01 Seller's Remedies. In the event Buyer fails to perform its
obligations pursuant to this Agreement either prior to or at Closing for any
reason except the termination hereof by Seller pursuant to a right granted to it
hereunder or the failure by Seller to perform its obligations hereunder, Seller
shall be entitled as its sole and exclusive remedy to terminate this Agreement
(Subject to any other provisions hereof that expressly survive the termination
of this Agreement) by giving Buyer written notice thereof and retain the Earnest
Money as liquidated damages and not as penalty, in full satisfaction of its
claims against Buyer hereunder. Seller and Buyer agree that Seller's damages
resulting from Buyer's default are difficult, if not impossible, to determine,
and the Earnest Money is a fair estimate of those damages which has been agreed
to in an effort to cause the amount of damages to be certain.
5.02 Buyer's Remedies. In the event Seller fails or is unable to perform
its obligations pursuant to this Agreement either prior to or at Closing for any
reason except the termination hereof by Seller pursuant to a right granted to it
hereunder or the failure by Buyer to perform its obligations hereunder, Buyer
may (a) terminate this Agreement by giving Seller timely written notice of such
election prior to or at Closing and this Agreement shall be terminated in all
respects, subject to any other provisions that expressly survive the termination
hereof, and the Earnest Money shall be promptly refunded to Buyer or, (b) seek
specific performance of Seller's obligations under this Agreement.
5.03 Attorney's Fees. In the event, either party is required to employ
an attorney because of the other party's default, then the defaulting party
shall pay the nondefaulting party's reasonable attorneys fees incurred in the
enforcement of this Agreement. The provisions hereof shall survive the
termination hereof or Closing.
VI
CLOSING
-------
6.01 Closing Date. The Closing shall be held at the Title Company's
offices on March 18, 1998 at 3:00 p.m. ("Closing Date") or such other date or
location as mutually agreed in writing by Seller and Buyer.
6.02 Closing Matters.
(a) At Closing, Seller shall:
(i) Cause the Title Company to modify (by interlineation or otherwise)
the Title Commitment, thereby indicating the commitment of the Title Company to
issue to Buyer the Title Policy, subject to the Permitted Exceptions, the
standard printed exceptions in the usual form of the Title Policy, and the
exceptions reflected in the Survey;
(ii) Deliver originals (or true are and correct copies if the originals
are not available) of all Contracts affecting the Property.
(iii) Deliver possession of the Property and deliver keys to the
Property and every lock thereon.
(iv) To the extent available, deliver originals of all Licenses and
Permits issued by appropriate governmental authorities and utility companies
relating to the Property;
(b) At Closing, Seller shall execute, acknowledge and deliver the
following documents:
(i) A Warranty Deed conveying all Seller's right, title and interest in
the Land to Buyer.
through the date preceding the Closing Date. Seller shall file all necessary
returns and petitions required under state and local law so as to release Buyer
prior to or after Closing from any transferee liability with respect to any such
Sales Taxes. Seller shall, within fifteen (15) days following the Closing Date,
file its final returns and pay all of the Sales Taxes due through the date
preceding the Closing Date.
(c) At Closing, Buyer shall:
(i) Deliver to the Seller duly executed shares of the Common Stock
provided to be transferred under paragraph 2.
(ii) Execute and acknowledge the note, mortgage and security agreement.
(iii) A certificate of adoption of amended by-laws of Buyer providing
that the governing Board of Buyer, until the note to Seller is paid in full
shall be and remain constituted as described in paragraph 2.01 (d) of this
Agreement.
(iv) Execute and acknowledge the Bill of Sale (thereby agreeing to be
bound by provisions thereof);
(v) Execute and acknowledge releases of Seller's liability and the
liability of any of its members from any of the debts or guarantees made by
Seller.
(vi) Execute, acknowledge and deliver to Seller the Assignment (thereby
agreeing to be hound by the provisions thereof);
(vii) Execute and deliver such other documents as may be reasonably
required by Seller or the Title Company, including evidence reasonably
satisfactory to Seller and the Title Company that the person or persons
executing the Closing Documents for Seller have full right, power and authority
to do so
(viii) Certificate of resolution of Sooner Holdings, Inc. authorizing
the transfer of its Common Stock with the provisions required by paragraph 2.01
of this Agreement.
(d) At closing all prepaid expenses and obligations under Contacts which
are assigned to Buyer and accrued expenses with respect to the Property shall be
prorated as of the Closing Date. Ad valorem taxes (real and personal) for the
year of Closing shall be paid by Buyer. All utility deposits or deposits with
otter companies on behalf of Seller shall be returned to and retained by Seller.
All utility meters shall be read on the date prior to the Closing Date and all
utilities thereafter used shall be paid for by Buyer. The provisions of this
subsection (d) shall survive Closing.
(e) Seller shall be entitled to all sums due to or earned by Seller with
respect to the Property which accrued or were earned prior to the Closing Date.
In the event that through inadvertency or otherwise, Seller should receive
payment of sums due to or earned by Seller with
(ii) A bill of sale (the "Bill of Sale") conveying the Personally,
subject only to personal property taxes for the year of Closing and the
Permitted Exceptions, as applicable;
(iii) An assignment and assumption agreement (the "Assignment") of
Seller's interest in and to any and all Contracts, Licenses and Permits (to the
extent assignable and to the extent Buyer agrees to accept the assignment of any
specific Contract, License or Permit in accordance with the terms of this
Agreement), subject to the Permitted Exceptions, and whereby Buyer assumes
Seller's obligations under the Contacts:
(iv) All right, title and interest of Seller, if any, in and to all
warranties (the "Warranties") applicable to the Facility or Personalty, but only
to the extent transferable.
(v) An affidavit stating that Seller is not a foreign person as that
term is defined in Section 1445 of the Internal Revenue Code of 1986 as amended,
which affidavit shall contain Seller's tax identification number;
(vi) Certificates of such resolutions in form and content as Buyer.
Buyer's lender or the Title Company may reasonably request evidencing Seller's
existence, power and authority to enter into and execute this Agreement and to
consummate the transactions contemplated hereby:
(vii) Written representation signed by each of the members of Seller and
acknowledged that they, individually and jointly ratify this Agreement and that
they waive any rights any of them nay have that are inconsistent with the terms
of this Agreement. (Exhibit F)
(viii) A closing statement setting forth the Purchase Price and all
credits. adjustments and prorations between Seller and Buyer, and the net cash
to close due from Buyer;
(ix) Certificate(s)/registrations(s) of title (if any) to any vehicles
owned by Seller and used in connection with the Property;
(x) Withdrawal of fictitious name in form and substance acceptable for
recordation with the applicable governmental offices;
(xi) Such otter documents as may be reasonably required by Buyer or the
Title Company; and
(xii) Certificate(s) under seal, issued by the appropriate official of
the state and any other governmental authority having jurisdiction thereof,
reflecting that Seller (or the management company, as may be applicable) has
paid all required sales taxes, use taxes and state unemployment compensation
contributions or other taxes required of its as an employer with respect to the
Property (including any penalties and interest due thereon)(collectively
referred to as "Sales Taxes") through the Closing Date, If Seller fails to
deliver such certificate, or if such certificate is dated prior to the Closing
Date, a portion of the Purchase Price sufficient to pay all outstanding Sales
Taxes shall be escrowed with the Title Company until such time as Seller has
filed its final returns and delivered updated certificates confirming payment
has been made respect to the Property which accrued or were earned prior to the
Closing Date, Seller agrees to promptly pay such sums to the Buyer. This
subsection (e) shal survive the closing of this transaction.
(f) All amounts paid or payable under service contracts, license
agreements, advertising agreements, reservation agreements, leases, maintenance
contracts and other accounts payable incurred prior to and for the period of
time prior to the Closing Date, shall be assumed by Buyer and Seller shall be
held harmless and indemnified therefore by Buyer. Buyer shall be responsible for
amounts due and payable under service contacts, management contracts, leases
maintenance contract and other accounts payable with respect to the Property
incurred prior to and also after the Closing Date. This subsection (f) shall
survive the closing of this transaction.
6.03 Closing Costs, Any escrow fee or other expenses or charges charged
by the Title Company shall be paid by Buyer. Buyer shall pay the cost for the
Title Policy and the cost of the Survey. Buyer shall pay the costs of all
inspections or tests undertaken by Buyer. Buyer shall pay all costs associated
with financing the acquisition of the Property. All other costs shall be paid by
Buyer at closing. Except as otherwise provided in Section 5.03, each party shall
be responsible for the payment of its own attorney's fees incurred in connection
with the transaction which is the subject of this Agreement.
6.04 Real Estate Commission. Seller and Buyer represent and warrant to
each other that, no broker, finder or auctioneer was instrumental in submitting,
showing, or selling the Property to Buyer. Seller hereby agrees to defend.
indemnify. and hold harmless Buyer, and Buyer hereby agrees to defend indemnify,
and hold harmless Seller from and against any claim by third parties for
brokerage, commission, finders or other fees relative to this Agreement or the
sale of the Property, and alleged to be due by authorization of the indemnifying
party, and any court costs. attorneys' fees or other costs or expenses arising
therefrom. The indemnification provisions of this Section shall survive the
termination hereof or the Closing.
6.05 Sales Tax. All sales tax, if any, resulting from the sale of
property, shall be paid by Buyer.
VII
RISK OF LOSS
------------
7.01 Risk of Loss. Until Closing. Seller alone shall bear the risk of
loss should there be damage to any of the Property by fire or other casualty
which occur after the Effective Date (collectively "Casualty"). After the
execution of this Agreement and prior to the Closing any of the Property shall
be damaged by fire or other casualty, Seller shall promptly deliver to Buyer
written notice ("Casualty Loss Notice") of such casualty.
7.02 Material Loss. If prior to the Closing there shall occur damage to
the Property caused by fire or other casualty which would cost $25,000 or more
to repair, then in any such event, Buyer may, at its option, elect to terminate
this Agreement by written notice to Seller within twenty (20) days after the
date of Seller's notice to Buyer of the casualty or at the Closing, whichever is
earlier, in which case the Earnest Money shall be delivered to Buyer, and
neither party shall have any further rights or obligations hereunder, other than
as set forth herein with respect to rights and obligations which survive
termination. If Buyer fails to timely make its election to terminate this
Agreement, then the Closing shall take place as provided herein without
reduction of the Purchase Price (except that the Purchase Price shall be reduced
by the amount of any deductible on Seller's insurance policies). and there shall
be assigned to Buyer at the Closing all interest of Seller in and to any
casualty insurance proceeds which may be payable to Seller an account of any
such occurrence and the Purchase Price shall be reduced by the amount of any
deductible on Seller's insurance policies.
7.03 Nonmaterial Loss. If prior to the Closing there shall occur damage
to the Property caused by fire or other casualty which would cost less than
$25000 to repair, then in any such event, Buyer shall have no right to terminate
this Agreement, but there shall be assigned to Buyer at Closing all interest of
Seller in and to any casualty insurance proceeds which may be payable to Seller
an account of any such occurrence.
VIII
OPERATIONS PRIOR TO CLOSING
---------------------------
8.01 Maintenance of Business. Seller agrees that, from the execution of
this Agreement to the Closing Date it will: (i) manage and operate the assets
comprising the Property only in the ordinary and usual manner so as to maintain
the good will it now enjoys and use all reasonable efforts to keep available the
services of its present employees; and preserve its relations with guests,
patrons, suppliers, customers and others having business dealings with it; (ii)
maintain the Property and Personalty in good repair, order and condition, and
permit no further damage or deterioration other than may occur in the ordinary
course of operation of the Property and Personalty; (iii) not remove or permit
to be removed from the Land any of the buildings or structures constituting the
Property without the prior written consent of Buyer; (iv) not remove or permit
to be removed from the Land or Property any of the personal property
constituting any of the Personalty (unless replaced with an item of comparable
value) other than those consumables expended in the ordinary course of business,
which consumables shall be replenished to meet normal consumable inventory
quantities; (v) not file, transfer, convey, lease, mortgage or otherwise
encumber the Land or Personalty, it being expressly agreed that all mortgages,
deeds of trust, financing agreements and other financial encumbrances affecting
the Land and Personalty shall be paid in full at Closing unless the liability
therefor is assumed by Buyer; (vi) not grant any. licenses, easements or other
uses or enter into any contractual agreements affecting the Property. (vii) not
make any commitment or incur any liability to any labor union, through
negotiations or otherwise; (vii) not materially alter, cancel or amend any of
the Contracts except as approved by Buyer in writing prior to such alteration,
cancellation or amendment; (viii) not enter into or renew any of the Contracts
affecting the management, operation, franchise or maintenance of the assets
constituting the Property without prior written consent of Buyer; (ix) not
suffer or permit any default to exist or occur under the terms of any of the
Contracts; (x) enforce the provisions of the Contacts, but shall take no written
action against any party thereto based on a default thereunder without first
obtaining the written approval of Buyer; and (xi) fully cooperate with all
reasonable requests of Buyer to accomplish transfer and assignment of all
Licenses and Permits.
8.02 Maintenance of Insurance. Seller shall keep in full force and
effect through the Closing Date such insurance policies as are currently in
effect covering or in any way pertaining to each and all of the insurable assets
comprising the Property.
8.03 Operating Supplies. At the Closing, normal operating supplies shall
be on hand at the Property for Buyer's use.
8.04 Survival. The foregoing agreements of Seller shall survive the
Closing for a period of one year following the Closing Date.
IX
REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------
9.01 Seller's Representations and Warranties. Seller hereby represents
and warrants to Buyer the following:
(a) Due Diligence Deliveries. To Seller's knowledge, the Documents
delivered or made available to Buyer by Seller pursuant to Section 3.02 of this
Agreement are true. accurate and complete in all material respects.
(b) Compliance with Laws. To Sellers knowledge, Seller has not received
any written notice that the construction or use of the Property will or does
violate any applicable laws or any restrictive covenant or deed restriction
affecting the Property.
(c) Foreign Status. Seller is not a "foreign person" within the meaning
of Sections 1445 and 1701 of the Internal Revenue Code of 1986, as amended.
(d) Authority. Seller is a corporation organized and validly existing
under the laws of the State of Oklahoma. Seller has the full legal right and
power and all authority and approval required to enter into execute and deliver
this Agreement and all other agreements contemplated by this Agreement. and to
perform fully its obligations under this Agreement and all other agreement
contemplated by this Agreement. This Agreement and all other agreements
contemplated by this Agreement have been or will be duly executed and delivered
and are or will be upon execution the valid and binding obligations of Seller
enforceable in accordance with their terms except as such enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
creditors' rights generally or by the principles governing the availability of
equitable remedies.
(e) Litigation. To Seller's knowledge, Seller has not been served with
any lawsuits presently pending affecting the Property except Case
No.CJ-98-1344-61 filed in the District Court of Oklahoma County, Oklahoma by
David Talbot and others. As a condition of this Agreement and upon execution of
this Agreement, Seller will cause Plaintiff to dismiss the case with prejudice
and furnish to all parties a common law release of all asserted cause of action
or causes of action which could have been asserted by Plaintiffs against any of
the Defendants.
(f) Material Compliance. To Seller's knowledge, Seller is in material
compliance with all of its material obligations under the Contracts, Licenses
and Permits.
(g) Contracts. To Seller's knowledge, as of the Closing, the only
Contracts in effect at the Property will be those which Buyer is assume.
(h) No Rights to Purchase. No person or entity has or on the Closing
Date shall have any right or option to acquire all or any portion of the
Property, other than Buyer.
(i) Easements. To Seller's knowledge, here are no pending street changes
which would widen the streets contiguous to the Property or alter access and/or
routes in the immediate vicinity of the Property.
(j) Hazardous Material. To Seller's knowledge, but without any
investigation of any kind whatsoever, except as disclosed to Buyer by Seller in
writing, neither Seller nor any previous owner of the Property has used,
generated, processed, stored, disposed of, released or discharged any Hazardous
Substances (defined below) on, under or about the Property other than negligible
quantities of any Hazardous Substances typically contained in commercial
cleaning and construction products which have been used and disposed of in
accordance with all applicable laws. As used herein, "Hazardous Substance" shall
mean all substances (including, without limitation, asbestos) which are included
under or regulated by any Environmental Law.
(k) Taxes. To Seller's knowledge, Seller has paid, or will have paid at
Closing, all accrued sales, and other taxes relating to the Property prior to
their delinquency and will pay all such taxes attributable to Seller's ownership
of the Property.
(l) Material Change. Seller shall immediately notify Buyer of any
material chance with respect to the Property occurring after the Effective Date
and on or prior to the Closing Date.
(m) Title/Liens. Seller is the rightful owner and holder of the Land and
the sole Owner of the Property free and clear of any and all liens, encumbrances
and restrictions of any kind, except the Permitted Exceptions and any mortgage
to be assumed by Buyer. ("Liabilities").
(n) Employee Benefit Plans and Employment Matters. Seller does not
maintain or contribute to any employee benefit plans, as defined in Section 3
(3) of the Employee Retirement Income Security Act of 1974, as amended. To
Seller's knowledge, there are no employees of Seller or any management company
at the Property or otherwise who, by reason of any legal requirement or by
reason of any union or other employment contract, written or otherwise, or any
other reason whatsoever, would become employees or Buyer as a result of the
purchase of the Property by Buyer.
(o) Insurance Policies. Seller has maintained all requisite insurance
coverage on the Property, and any and all such policies are currently in full
force and effect, Seller has received no written notice from any insurer of the
Property or any portion thereof, with respect to any portion of the Property, or
by any board of fire underwriters (or other body exercising similar functions)
requesting the performance of any repairs, alterations or other work on the
Property.
(p) Fictitious Name Filings. Except as disclosed to Buyer, Seller has
not filed any fictitious name filings or registrations with respect to any names
used in connection with the Property. This includes, but is not limited to,
names used in connection with any restaurants, lounges, bars. or any portion of
the Property.
(q) License Agreement. The License Agreement is in full force and effect
as of the date hereof, has not been modified or amended, as Seller has received
no written notice that it is in default thereunder.
The foregoing representations and warranties shall be deemed to be repeated by
Seller on the Closing Date and shall survive the Closing for a period of one
year following the Closing Date. As used in this Agreement the words "Seller's
knowledge" or words or similar import shall be deemed to mean, and shall be
limited to, the actual (as distinguished from implied, imputed or constructive)
knowledge of Seller after, and based solely upon, making reasonable inquiry.
X
BUYER'S WARRANTIES
------------------
10.01 Buyer's Warranties,
(a) Buyer warrants that it has a commitment for a loan of not less than
$300,000 and that the funds will be used solely for repair, remodel and
rehabilitation of the property.
(b) Buyer warrants that all information provided to Seller in the Sooner
Holdings. Inc. Ratification Agreement and Letter of Investment Intent, Private
Disclosure Memorandum, is true and correct.
(c) Buyer warrants that it is the owner of the Stock of Sooner Holdings
Inc., to be transferred to Seller hereunder and that the stock is free and clear
of any liens, encumbrances, and charges and that Seller has full power to sell
and transfer the Stock to Buyer.
(d) Buyer represents and warrants that One Millions Shares of Common
Stock represents 8% of the issued and outstanding stock of Sooner Holdings,
Inc.,
XI
CONDITIONS TO BUYER'S OBLIGATIONS
---------------------------------
11.01 Conditions to Buyer's Obligations, It shall be a condition
precedent to Buyer's obligations to consummate the purchase of the Property that
on the Closing Date all of the following conditions shall exist:
(a) Buyer shall have obtained financing for the rehabilitation of the
Property to permit it to remodel and rehabilitate the Property and obtain ACA
Accreditation as required by the Oklahoma Department of Corrections on or before
July 1. 1998.
(b) Buyer shall have obtained a consent of the Oklahoma Department of
Corrections to transfer to Buyer the Department's Contract with Seller.
XII
MICELLANEOUS
------------
12.01 Binding Effect and Assignability. This Agreement, and the terms,
covenants. and conditions herein contained, shall be covenants running with the
land and shall insure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto. Buyer shall have no right to
assign all or any portion of its rights, interest, or obligations under this
Agreement without the prior written consent of Seller; provided, however, that
notwithstanding the above restriction, Buyer shall have the right to assign all
of its rights and interests under this Agreement and delegate all of its
obligations under this Agreement to any entity controlled by or under common
control with Buyer.
12.02 Notice. Any notice, communication, request, reply, or advice
(collectively, "Notice") provided for or permitted by this Agreement to be made
or accepted by either party must be in writing. Notice may, unless otherwise
provided herein, be given or served by depositing the same in the United States
mail, postage paid, registered or certified and addressed to the party to be
notified, with return receipt requested; by delivering the same to such party or
an agent of such party; or by sending a telecopy or a post-paid telegram, when
appropriate, addressed to the party to be notified. Notice given in the manner
hereinabove described shall be effective only if and when received by the party
to be notified. For the purposes of notice, the addresses of the parties shall,
until changed as hereinafter provided be as follows:
Seller: New Directions Centers of America, LLC
3115 N, Lincoln Blvd.
Oklahoma City, Oklahoma 73105
Fax No: (405) 525-5668
Attn: Ron Alexander
With Copies to: B. Wayne Dabney
Holloway. Dobson, Hudson, Bachman,
Alden, Jennings & Holloway
One Leadership Square - Suite 900
211 North Robinson
Oklahoma City, Oklahoma 73102-7102
Telecopier No: (405) 235-1707
Buyer: ND Acquisitions, Inc.
2680 West 1-40
Oklahoma City, OK 73108
Fax No: (405) 236-3922
Atm: R, C, Cunningham
Copies to: John Hudson, Esq.
1601 N.W. Expressway St., Suite 1910
Oklahoma City, OK 73118
Fax No: (405) 840-4671
12.03 Time. Time is of the essence in all things pertaining to the
performance of this Agreement.
12.04 Governing Law, This Agreement shall be construed in accordance wit
the laws of Oklahoma.
12.05 Authority of Seller and Buyer. Seller represents, warrants and
covenants to and with Buyer that Seller has full right, power and authority to
enter into this Agreement and, at Closing, will have full right, power and
authority to consummate the sale provided for herein. Buyer represents, warrants
and covenants to and with Seller that Buyer has full right, power and authority
to enter into this Agreement and at Closing, will have full right, power and
authority to consummate the sale provided for herein.
12.06 Waiver. No waiver of any of the terms and conditions of this
Agreement or of the exercise of any right or remedy hereunder shall be valid
unless signed by the party against whom such waiver is asserted. A failure to
delay to enforce the rights set out herein by the holder thereof shall not
constitute a waiver of said rights or be considered as a basis for estoppel. The
holder may exercise his rights hereunder despite said delay or failure to
enforce said rights.
12.07 Invalidity or Unenforceability. The invalidity or unenforceability
of any particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision was omitted.
12.08 Arbitration. Any dispute arising under this Contract shall be
subject to and resolved by Arbitration conducted pursuant to THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION.
EXECUTED AT OKLAHOMA CITY, OKLAHOMA, THE YEAR AND DATE ABOVE WRITTEN:
SELLER:
NEW DIRECTION CENTERS OF AMERICA, L.L.C.
By: /s/
-------------------------------------
HORIZON LODGES OF AMERICA, INC.
By: /s/
-------------------------------------
ROBERT GRAHAM
By:
-------------------------------------
By:
-------------------------------------
BUYER:
ND ACQUISITIONS CORP.
By: /s/
-------------------------------------
R. C. CUNNINGHAM
LIST OF EXHIBITS
----------------
A. LEGAL DESCRIPTIONS OF THE LAND
B. LIST OF PERSONALTY
C. CONTRACTS
D. LICENSES & PERMITS
E. INTANGIBLES
F. LIST Of MEMBERS OF NEW DIRECTION CENTERS OF
AMERICA, L.L.C. AND HORIZON LODGES OF AMERICA, INC.
G. AMENDMENT OF PURCHASE AGREEMENT
EXHIBIT "A"
LEGAL DESCRIPTION
3115 N. LINCOLN BLVD.
OKLAHOMA CITY, OKLAHOMA
A part of the Northwest Quarter of Section Twenty-two (22), Township Twelve (12)
North, Range Three (3) West of the Indian Meridian, Oklahoma City, Oklahoma
County, Oklahoma, according to the U.S. Government Survey thereof, more
particularly described as: BEGINNING at a point the East line of said Northwest
Quarter (NW/4), 130.00 feet North of the Southeast corner of the said Northeast
Quarter (NW/4): Thence North along the East line of said Northwest Quarter
(NW/4) a distance of 230.00 feet: Thence West and parallel to the South line of
said Northwest Quarter (NW/4) a distance of 585.00 feet: Thence South and
parallel to the East line of said Northwest Quarter (NW/4) a distance of 230.00
feet: Thence East and parallel to the South line of said Northwest Quarter
(NW/4) a distance of 585.00 feet; to the point or place of beginning.
EXHIBIT "B"
LIST OF PERSONALTY
VEHICLES:
1984 Dodge Ram 15 Passenger Van
I988 Chevrolet Astro Van 7 Passenger
1992 Ford 15 Passenger Van
COMPUTERS:
Acer Two Gig Hard Drive VGA Color Monitor
PC & Custom Two Gig Hard Drive VGA Color Monitor
HP DeskJet 722 C Printer
BEDS:
125 Twin Regular Beds (must be replaced will not meet ACA)
AIR CONDITIONERS:
46 Through the wall units (must be replaced due to age and seer rating)
BEDDING AND TOWELS:
200 Sets of Linens
260 Towels and 250 Wash Cloths
DESKS:
Two Secretarial Desks
Three Executive Desks
Four Folding Conference Tables
Four Filing Cabinets Four Drawer
One Lateral Three Drawer
All kitchen equipment is leased or a part of the equipment that came with the
property when leased. All of the chairs and other miscellaneous office equipment
belongs to the property.
EXHIBIT C
CONTRACTS
Halfway House Service Contract (Oklahoma Department of Corrections)
Public Works Contract (Oklahoma Department of Corrections)
Office of the State Fire Marshal
HALFWAY HOUSE SERVICE CONTRACT
THIS AGREEMENT, made and entered into this 19th day of June, 1997, by
and between the OKLAHOMA DEPARTMENT OF CORRECTIONS, Chief of Staff and
Operations, hereinafter called the "DEPARTMENT" and New Directions of America,
hereinafter called the CONTRACTOR.
WHEREAS, the DEPARTMENT desires to purchase the services of CONTRACTOR
for those purposes and duties hereinafter enumerated on paragraph I and 2 below,
and;
WHEREAS, the CONTRACTOR is willing to provide such services under the
tenns and conditions hereinafter set forth.
NOW THEREFORE, in consideration of these premises and agreements
hereinafter set forth, the parties hereby agree as follows:
I. Conditions and Services
-----------------------
A. Shall provide three nutritionally balanced meals daily per correctional
client.
B. Shall provide, at a minimum, 60 square feet of living space for each
individual living area. Shall provide at least one on duty alert staff
for each 40 clients for supervision and assistance to correctional
clients at all times. One individual should be a roving patrol when all
other staff are absent.
C. Shall provide procedures to maintain all client information in strict
confidence and shall not release such information, be that information
pertinent to a presently or previously assigned client, without first
receiving clear;mce from the superintendent/designee of the host
facility and/or release from the subject client. Exception: host
facility staff, showing proper identification, are guaranteed inmate
record accessibility at any time. Shall maintain facility in such
condition so as to comply with 'all applicable local and state fire and
health codes, as well as compliance with Life Safety Codes. Copies of
each inspection shall be provided to the DEPARTMENT at the time of the
contract signing.
D. Shall provide recreational facilities on grounds (i.e. pool tables, card
tables, weight room, etc.) and/or weekly transportation to facilities
for additional recreational activities. (i.e. team sports, use of
gymnasium, etc.).
E.
F.
Shall maintain facility in compliance with written standards as provided by the
department. (Attachment A) The vendor must show compliance with 95 percent of
the standards. Failure to comply shall result in a 90 day probationary period,
after which the department will again review the standards ensuring compliance.
If at the end of the 90 day probationary period the facility again shows
noncompliance, the Department shall reduce the bed utilization 20 percent for
the remainder of the contracting period.
ff. Shall provide a reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.
If PPCS homeless inmates are provided housing at the facility, there
must be assistance from staff to help the offender find a job within 3 0
days and a home within 60 days.
Shall provide such additional services as the DEPARTMENT may require and which
are necessary to maintain the health and safety of the inmate(s) serviced under
this contract. Shall ensure a case manager/counselor maintains individual files
documenting each client's program goals, place of employment, programmatic
leaves, and any other significant events. A.
All medical and/or dental services shall be provided by the DEPARTMENT unless
alternate services are approved by the DEPARTMENT or such service is a result of
a medical and/or dental emergency. The CONTRACTOR shall notify the DEPARTMENT of
any medical/dental emergency immediately after such emergency or within the
first working day after said emergency.
I.
J.
K. Shall ensure that each client budgets earned income according to
Department of Corrections policy and that time credits are submitted
monthly on each client in a timely manner.
Shall provide all transportation for offenders for program, employment, and all
other departmental activities except from one Department of Corrections facility
to another.
M. Shall provide information to departmental staff of the arrest of any
employee of the halfway house. Each halfway house employee shall be
fingerprinted by the host facility of the department.
N. At a minimum, those vendors contracting for 20 or more bedspaces per
day, shall enter into candidate status for American Correctional
Association accreditation for Standards for Adult Community Residential
Services, Second Edition, within six months after the signing of the
contract and receive such accreditation within 18 months of the
aforementioned date, if accreditation has not been obtained prior to the
signing of the contract.
1I. Area of Performance
-------------------
The services of the CONTRACTOR shall be performed under the general
administration of David C. Miller, chief of Staff and Operations, Oklahoma
Department of Corrections. The CONTRACTOR will be inspected quarterly and
audited annually to ensure that the conditions and services are being adequately
provided.
III. Medical Responsibilities
------------------------
4
1 Medical emergency shall be defined as danger or threat of the loss of
life or extremity.
2. Dental emergency shall be defined as acute problems in mouth exhibiting
symptoms of pain, swelling, bleeding, and/or elevation of temperature.
B .
IV. Pgyment for Service
------------------
A. As consideration for such services as outlined in Section I above, the
DEPARTMENT shall pay CONTRACTOR $3 1.00 per man-day, excluding dates of
arrival and departure.
B. The DEPARTMENT shall not be liable for and shall not pay CONTRACTOR for
expenses incurred by CONTRACTOR, except those herein expressly provided.
V. Termination of Convenience
--------------------------
Either party may terminate this AGREEMENT at any time by giving written
notice to the other party of such termination and specifying the
effective date thereof, at least 30 days prior to the effective date of
such termination, and such written notice shall be by registered mail to
the DEPARTMENT at 3400 Martin Luther King Avenue, Oklahoma City,
Oklahoma 73136, or to the CONTRACTOR at 3115 North Lincoln Blvd.,
4,- 1-2 -)
DATE
Ujj\--- -
David C. Miller, Chief of Staff and Operations
day of 1997.
NOTARY PUBLIV
b4~
day of 1997.
41
Oklahoma City, OK 73105. Notice given pursuant to the ~rovisions of this
paragraph shall be deemed sufficient for all purposes.
VI. Duration of Aareement
---------------------
This contractual AGREEMENT shall be in effect to June 30, 1998, the end of the
current fiscal year for the state of Oklahoma.
VIL Regulations
This AGREEMENT and all rights and duties arising thereunder, shall be governed,
interpreted, and construed under the laws of the state of Oklahoma.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT in triplicate on
the day and year first written above.
OKLAHOMA DEPARTMENT OF CORRECTIONS
SUBSCRIBED and SWORN to before me this
MY COMMISSION EXPIRES:
f-2
4
New Directions of America
DATE (Name of Contractor and Title)
SUBSCRIBED and SWORN to before me this
MY COMMISSION EXPIRES:
F - 2 Z- - - Co Ci
NOTARY PUBLfC/
Written policy, procedure, and practice provide that the facility and its
programs are managed by a single administrative officer. (3-ACRS-IA-06)
Written policy, procedure, and practice provide for operating and maintaining
the facility as specified in a manual that is aceessible to all employees.
(3-ACRS-lA-1 1) The facility has a written policy concerning conflicts of
interest. (3-ACRS-lA-23)
DEPARTMENT OF CORRECTIONS
HALFWAY HOUSE REQUIREMENTS
An annual audit of the below listed standards shall be conducted by the
Department of Correctiorfs staff during the first two quarters of each fiscal
year. At a minimum 95 percent of all standards must be found in compliance.
Additional reviews of standards may occur on a random basis during quarterly
inspections by the department staff. Any deviation from the provisions of the
list of requirements (LOR) shall be requested by the contractor to the
Department of Corrections through the supervisor of the host facility.
CHAPTER 1 - ADMINISTRATION AND MANAGEMENT
Written policy, procedure, and practice provide that the sole proprietor
operating a facility is able to document that necessary legal measures have been
taken to provide continuity of service in the event of bankruptcy,
incapacitation, retirement, or death. (3-ACRS- I A-02)
2.
4.
8.
4
There is a document that describes the facility's organization. The description
includes an organizational chart that groups similar functions, services, and
activities in administrative subunits. The chart is reviewed at least annually
and updated if needed. (3-ACRS-IA-08) 0 Written policy, procedure, and practice
provide that policies are reviewed at least annually and that new or revised
policies and procedures are disseminated to designated staff and volunteers.
(3-ACRS-IA-12) 6. Written policy, procedure, and practice provide for regular
meetings, at least monthly,
between the administrator and key staff members. (3-ACRS-lA-14)
Written policy, procedure, and practice provide for a system of communication
between all levels of staff and offenders. (3-ACRS-lA-15)
CHAPTER 2 - FISCAL MANAGEMENT
I Written policy, procedure, and practice provide that the facility prepares an
annual written budget of anticipated revenues and expenditures that is approved
by the appropriate governing authority. (3-ACRS-IB-03)
Writteft policy, procedure, and practice specify that the methods used for the
receipt, safeguarding, disbursing, and recording of funds comply with accepted
accounting procedures. (3-ACRS-IB-08) 2.
Written policy, procedure, and practice specify that equal employment
opportunities exist for all positions. (3-ACRS-IC-04)
Written policy, procedure, and practice provide that there are written j ob
descriptions and j ob qualifications for all positions. Each job description
includes, at a minimum: job title, responsibilities of the position, required
minimum experience, and education. (3-ACRS-lC07)
2.
Written policy, procedure, and practice provide for insurance coverage that
includes, at a minimum, property insurance and comprehensive general liability
insurance; such insurance is provided either through private companies or
self-insurance. (3-ACRS-lB-14)
Written policy, procedure, and practice provide that the facility administrator
or designee is responsible for the collection and disbursement of offender funds
within the facility. (3-ACRS-IB-18)
5. Written policy, procedure, and practice provide that offenders pay for
program services rendered at a reasonable rate as determined by the authority
having jurisdiction. (3-ACRS
1B-19)
CHAPTER3-PERSONNEL
1. Written policy, procedure, and practice require employees to sign
statements acknowledging access to and awareness of personnel policies
and regulations. (3-ACRS-lC-03)
Written policy, procedure, and practice prohibit sexual harassment. (3-ACRS- I
C-05) 4
4. Written policy, procedure, and practice specify support for a drug-free
workplace for all empl9yees that is reviewed annually and includes, at a
minimum, the following:
prohibition of the use of illegal drugs
prohibition of possession of any illegal drug, except in the performance of
official duties procedures to be used to ensure compliance I opportunities
available for treatment and/or counseling for drug abuse penalties for violation
of the policy
(3-ACRS-lC-06)
5.
Written policy, procedure, and practice prbvide that compensation and benefit
levels for all personnel are comparable to similar occupational groups in the
community. (3-ACRS-IC-08) Written policy, procedure, and practice provide that a
criminal record check is conducted on all new employees and volunteers in
accordance with state and federal statutes. (3-ACRSIC-1 1) Written policy,
procedure, and practice provide that the facility's training and staff
development program uses community resources. (3-ACRS-ID-04)
4
Written policy, procedure, and practice provide that all training programs are
pres(~nted by persons who are qualified in the areas in which they conduct
training. (3-ACRS-ID-05)
Written policy, procedure, and practice provide that all new employees receive
40 hours of orientation training before undertaking their assignments.
Orientation training includes, at a minimum, the following: a historical
perspective of the facility, facility goals and objectives, program rules and
regulations, job responsibilities, personnel policies, offender supervision, and
report preparation. The employee signs and dates a statement indicating that
orientation has been received. (3-ACRS-ID-08)
6.
8.
2.
3.
4.
Written policy, procedure, and practice provide that the agency does not
discriminatt against or exclude from employment qualified ex-offenders.
(3-ACRS-IC-10)
Written policy, procedure, and practice provide that employees, consultants, and
contract personnel are informed in writing about the facility's policies on
confidentiality of information and agree in writing to abide by them.
(3-ACRS-IC-17) 10. Written policy, procedure, and practice provide that the
facility administrator and/or governing authority systematically determine and
review staffing requirements at least annually. (3-ACRS-IC-19) CHAPTER 4 -
TRAINING AND STAFF DEVELOPMENT Written policy, procedure, and practice provide
that the staff development and training program is planned, coordinated, and
supervised by a qualified employee. The training plan is reviewed annually.
(3-ACRS-lD-01)
5. Written policy, procedure, and practice provide that all administrative,
managerial, and professional specialist staff receive 40 hours of training in
addition to orientation training during the first year of employment and 40
hours of training each year thereafter. At a minimum, this training covers the
following areas: general management, labor law, employee-management relations,
the criminal justice system, and relationships with other service agencies.
(3-ACRS-lD-09)
SUMMARY OF ORIENTATION AND MINIMUM TRAINING HOURS
The following description of general job categories job categories should be
used in determining minimum training requirements as outlined in the standards.
Contract or part-time employees shouid receive training similar to full-time
employees in their particular category and pertinent to their role in working
with adults.
CATEGORY TYPICAL BASIC TRAINING TRAINING
POSITION ORIENTATION HOURS- HOURS-
TITLES FIRST EACH
YEAR ON YEAR
THE JOB THERE-
AFTER
CLERICAL/ secretaries, clerks, 40 16 16
SUPPORT typists,
(Minmum computer/warehouse
Contact) personnel,
accountants,
personnel staff
SUPPORT Food service, 40 40 40
(Regular industry work
or Daily supervisors,
Contact) maintenance work
supervisors
PROFESSIONAL Case managers, 40 40 40
SPECIALIST counselors, social
workers, teachers,
psychologists,
librarians, medical
personnel, chaplains,
recreation specialists
ALL OFFENDER All staff assigned to 40 40 40
SUPERVISION full-time supervision
STAFF duties
ADMINISTRATIVE Superintendents, 40 40 40
MANAGEMENT deputy or assistant
PERSONNEL superintendents,
business managers,
personnel directors,
care supervisors,
shift supervisors
Written policy, procedure, and practice provide that all new offender
careworkers receive an additional 40 hours of training during their first year
of employment and an additional 40 hours of training each subsequent year. At a
minimum, this training covers the following areas: t Written policy, procedure,
and practice provide that all support employees who have regular or daily
contact with offenders receive 40 hours of training in addition to orientation
training during their first year of employment and 40 hours of training each
year thereafter. (3-ACRS1D-1 1)
Trainihg: An organized planned and evaluated activity designed to achieve
specific learning objectives. Training may occur on-site, at an academy or
training center, at an institution of higher learning, through contract service,
at professional meeting, or through closely supervised on-the-job training.
Meetings of professional associations are considered training when there is
clear evidence of specific learning objectives relative to the employee's career
track.
6.
7.
security procedure supervision of offenders signs of suicide risks use-of-force
regulations and restraint techniques report writing offender rules and
regulations rights and responsibilities of offenders fire and emergency
procedures safety procedures key control interpersonal relations social/cultural
lifestyles of the offender population cultural diversity training communication
skills first aid/cardiopulmonary resuscitation (CPR) counseling techniques
crisis intervention sexual harassment legalissues (3-ACRS-lD-10)
CHAPTER 5 - CASE RECORDS
1. Written policy, procedure, and practice that a record is maintained for each
offender and includes, at a minimum, the following information:
0 initial intake information form
1. Written policy, procedure, and practice provide for recruiting citizen
involvement and volunteers. (3-ACRS-IG-01) Written policy, procedure, and
practice provide that each volunteer completes an appropriate, documented
orientation and/or training program prior to assignment. (3-ACRS-IG-07) Written
policy, procedure zoning ordinances. (3-ACRS-2A-02) and practice provide that
the facility conforms to all applicable I Written policy, procedure, and
practice provide that the facility complies vAth the regulations of the fire
authority having jurisdiction. (3-ACRS-2A-03) 4
case information from referThl source, if available case history/social history
medical record, when available individual plan or program signed release of
information forms evaluation and progress reports current employment date
program rules and disciplinary policy, signed by offender documented legal
authority to accept offender grievance and disciplinary record referrals to
other agencies final discharge report
(3-ACRS-IE-02)
Written policy, procedure, and practice require that all entries in the case
record are signed and dated. (3-ACRS-IE-03)
3. Written policy, procedure, and practice provide that records are safeguarded
from unauthorized and improper disc.losure and that when any part of the
information system is computerized, security ensures confidentiality.
(3-ACRS-IE-06)
CHAPTER 6 - CITIZEN INVOLVEMENT AND VOLUNTEERS
4
~2.
2.
3.
3. Written policy, procedure, and practice specify that volunteers may perform
professional services only when they are certified or licensed to do so.
(3-ACRS-lG-09)
CHAPTER 7 - BUILDING AND SAFETY CODES
Written policy, procedure, and practice provide that the facility conforms to
all applicable building codes. (3-ACRS-2A-01)
Staff offices in living areas are located so that the staff is readily
actessible to offenders. ACRS-2B-03) The facility is located to facilitate the
use of community-based services. (New construction only.) (3-ACRS-2B-04)
The facility has, at a minimum, one operable toilet for every 10 olffenders in
male facilities and one for every eight offenders in female facilities. Urinals
may be substituted for up to one-half of the toilets in all male facilities.
(3-ACRS-2C-05)
CHAPTER 8 - SIZE, LOCATION, AND ORGANIZATION
1 .
2.
3. The facility is either located within one mile of public transportation, or
other means of transportation are available. (3-ACRS-2B-05)
2.
Each sleeping room has, at a minimum, the following:
some degree of privacy for the offender 25-square feet of unencumbered space per
occupant access to toilets and a wash basin with hot and cold running water 24
hours a day a bed, mattress, pillow, desk, chair or stool, and hooks or closet
space natural light temperatures that are appropriate to the summer and winter
comfort zones. (3-ACRS-2C-02)
The facility has, at a minimum, one operable wash basin with hot and cold
running water for every six offenders. (3-ACRS-2C-06)
4. The facility has, at a minimum, one operable shower or bathing facility with
hot and cold running water for every eight offenders. Water temperatures are
thermostatically controlled. (3-ACRS-2C-07)
5. Written policy, procedure, and practice provide that the facility has one
operable washer and one operable dryer for every 16 offenders, or equivalent
laundry capacity is available within one mile of the facility. (3-ACRS-2C-08)
6. Written policy, procedure, and practice provide that offenders with
disabilities are housed in a manner that provides for their safety and security.
Appropriate facility programs and activities are accessible to offenders with
disabilities according to applicable law. (3-ACRS
2C-09)
1.
Adequate space is provided for storing the personal property of offenders.
(3-ACRS-2C-10)
Written policy, procedure, and practice provide that the facility permits
offenders to decorate their living and sleeping quarters with personal
possessions. Regulations concerning the rules, are available to all offenders
and staff. The rules are reviewed annually and revised, if necessary.
(3-ACRS-2C-1 1) Adequate space and furnishings to accommodate activities, such
as group meetings of the offenders, are provided in the facility. (3-ACRS-2E-01)
Adequate private counseling space is provided in the facility. (3-ACRS-2E-02)
Written policy, procedure, and practice provide for adequate and appropriate
areas for visiting and recreation programs. (3-ACRS-2E-03) Adequate dining space
is provided for offenders. (3-ACRS-2E-04) When the facility has a kitchen, the
kitchen, dining, and food storage areas are properly ventilated, properly
furnished, and clean. (3-ACRS-2E-05)
Written policy, procedure, and practice require that offender careworker staff
maintain a permanent log and prepare shift reports that record routine
information, emergency situations, and occur in the facility. (3-ACRS-3A-04)
7.
8.
4
2.
3.
4
5.
2.
CHAPTER 10 - ENVIRONMENTAL CONDITIONS
Written policy, procedure, and practice provide that all sleeping quarters in
the facility are well-lighted and properly ventilated. Natural lighting should
be provided wherever possible. Documentation shall be provided by an
independent, qualified source that lighting is at least 20 footcandles at desk
level and in personal grooming areas and air circulation is at least 15 cubic
feet of outside or recirculated filtered air per minute per person.
(3-ACRS-2D-01) CHAPTER 11 - PROGRAM AND SERVICE AREAS Toilet and wash basin
facilities are available to food service personnel and offenders in close
proximity to the food preparation. (3-ACRS-2E-06) CHAPTER 12 - SUPERVISION
Written policy, procedure, and practice provide that the staffing pattern
concentrates staff when most offender are in the facility. (3-ACRS-3A-03)
Writtenpolicy, procedure, and practice provide that staff conduct a daily
inspection, including holidays and weekends, of all areas occupied by
offenders and submit a daily written report to the facility
administrator. Unoccupied areas are to be inspected weekly.
(3-ACRS-3A-09) provision for an adequate fire protection service a system
of fire inspections and testing of equipment at least quarterly or at
intervals
approved by the authority having jurisdiction, following the procedures
stated for variances, exceptions, or equivalencies an annual inspection
by local or state fire official or other qualified person(s)
availability of fire protection equipment at appropriate locations throughout
the facility The facility has a fire protection alarm system and an automatic
detection system that is approved by the authority having jurisdiction. All
system elements are tested on a quarterly basis; adequacy and operation of the
systems are approved by a state fire official or other qualified authority
annually. (3-ACRS-3B-02)
Written policy, procedute, and practice limit the use of physical force to
instances of selfprotection, protection of the offender or others, prevention of
property damage, prevention of escape, and in accordance with appropriate
statutory authority. In no event is physical force justifiable as punishment. A
written report is prepared following all uses of force and is submitted to the
facility administrator. (3-ACRS-3A-05)
4. Written policy, procedure, and practice provide that persons injured in an
incident receive immediate medical examination and treatment. (3-ACRS-3A-06)
6.
Written policy, procedure, and practice provide that the use of firearms is
prohibited in the facility except in case of emergency. (3-ACRS-3A-07)
7. Written policy, procedure, and practice provide that the staff monitor the
movement of offenders into and out ofthe facility. (3-ACRS-3A-1 1)
8. Written policy, procedure, and practice provide for searches to control
contraband and its disposition at a level commensurate with security needs. This
policy is made available to staff and offenders. Policy and procedure are
reviewed at least annually and updated, if necessary.
(3-ACRS-3A-13)
CHAPTER 13 - SAFETY AND EMERGENCY PROCEDURES
4
1 Written policy, procedure, and practice specify fire prevention regulations
and practices to ensure the safety of staff, offenders, and visitors. These
include, but are not limited to:
2.
(3-ACRS-3B-01)
Written policy, procedure, and practice govern the control ahd use of all
flammable, toxic, and caustic materials. (3-ACRS-3B-03) Written policy,
procedure, and practice provide that evacuation drills are conducted at least
monthly. (3-ACRS-3B-08) Written policy, procedure, and practice provide for
informal resolutions of minor infractions of facility rules. (3-ACRS-3C-04)
Written policy, procedure, and practice require that employees prepare a
disciplinary report when they have a reasonable belief that an offender has
committed a major violation of facility rules. (3-ACRS-3C-05)
3.
Written policy, procedure, and practice provide that where smoking is
perinitted, noncombustible receptacles for smoking materials and separate
containers for other combustible refuse are accessible at locations throughout
living quarters. Special containers are provided for flammable liquids and for
rags used with flammable liquids. All receptacles and containers are emptied and
cleaned daily. (3-ACRS-3B-05)
The facility has a written evacuation plan prepared in the event of a fire or
major emergency that is certified by an independent, outside inspector trained
in the application of national fire safety codes. The plan is reviewed annually,
updated if necessary, and reissued to the local fire jurisdiction. The plan
includes the following:
location of building/room floor plan use of exit signs and directional arrows
for traffic flow location of publicly posted plan
(3-ACRS-3B-06)
4
6. Written policy, procedure, and practice provide that all facility personnel
are trained in the implementation of written emergency plans. Emergency plans
are disseminated to appropriate local authorities. (3-ACRS-3B-07)
7.
4
8. For those programs providing mass-transport vehicles, written policy,
procedure, and practice require, at a minimum, an annual safety inspection by
qualified individuals. Documentation of immediate completion of safety repairs
shall be on file. (3-ACRS-3B-09)
CHAPTER 14 - RULES AND DISCIPLINE
1 Written policy, procedure, and practice provide for disciplinary regulations
governing offender rule violations, sanctions, and penalties that can be imposed
for various degrees of violation. These are reviewed at least annually and
updated, if necessary. (3-ACRS-3C-01)
2.
3.
Written policy, procedure, and practice ensure the right of offenders to have
access to courts. (3-ACRS-3D-01)
I
Written policy, procedure, and practice provide that program access, work
assignments, and administrative decisions are made without regard to offenders'
race, religion, national origin, sex, disability, or political views.
(3-ACRS-3D-03) Written policy, procedure, and practice provide that offenders
are not subjected to corporal or unusual punishment, humiliation, mental abuse,
or punitive interference with the daily functions of living, such as eating or
sleeping. (3-ACRS-3D-05)
Written policy, procedure, and practice specify the personal property that
offenders can retain in their possession and governs the control and
safeguarding of such property. Personal property retained in the facility is
itemized in a written list that is kept in a permanent file; th~ offender
receives a copy listing the property retained for storage. (3-ACRS-3D-06)
CHAPTER 15 - OFFENDER RIGHTS
Written policy, procedure, and practice ensure and facilitate offender access to
counsel and assist offenders in making confidential contact with attorneys and
their authorized representatives. Such contact includes, but is not limited to:
telephone communications, uncensored correspondence, and visits. (3-ACRS-3D-02)
3.
4.
5.
6. A written offender grievance procedure is m*ade available to all offenders.
(3-ACRS-3D-07)
4
CHAPTER 16 - RECEPTION AND ORIENTATION
The facility has clearly defined written policies, procedures, and practices
governing admission. (3-ACRS-4A-01)
2. The facility records information on each offender to be admitted that
includes, at a minimum, the following:
name address social security number date of birth sex race or ethnic origin
reason for referral who to notify in case of emergency date information gathered
name of referring agency or committing authority social history, where available
Written policy, procedure, and practice provide that staff design and complete
the offender's personalized program plan within 14 days of admission. The plan
includes measurable criteria of expected behavior and accomplishments, and a
time schedule for achieving specific goals. The plan is documented with staff
and offender signatures. (3-ACRS-4B-01) 4
special medical problems or needs
personal physician, if applicable
legal status, including jurisdiction, length and conditions of placement
signature of both interviewee and employee gathering information
(3-ACRS-4A-03)
3. Written policy, procedure, and practice that the program advises the
referring facility when a prospective offender is not accepted into the program,
stating specific reasons. (3-ACRS
4A-05)
CHAPTER 17 - CLASSIFICATION
1 .
2. Any change in a personalized program plan is reviewed and discussed with the
offender. This review is dated and documented by staff and offender signatures.
(3-ACRS-4B-04) 4
3. Written policy, procedure, and practice define the authority of the facility
administrator to remove or transfer an offender form the program. (3-ACRS-4B-07)
CHAPTER 18 - FOOD SERVICE
1. A nutritionist, dietician, or physician annually approves the nutritional
value of the food served. (3-ACRS-4C-02)
2. Written policy, procedure, and practice provide for special diets as
prescribed by appropriate medical or dental personnel. (3-ACRS-4C-03)
3. Written policy, procedure, and practice provide for special diets for
offenders whose religious beliefs require the adherence to religious dietary
laws. (3-ACRS-4C-04)
4. Food service staff comply with all sanitation and health codes enacted by
state or local authorities. (3-ACRS-4C-05)
5. The facility has adequate space to provide for food preparation and service,
and provides an eating area and seating for all who dine at the same time.
(3-ACRS-4C-06)
0
The facility's potable water source and supply, whether self-owned or operated
by the public water department, is approved by an independent, outside source to
be in compliance with jurisdictional laws and regulations. (3-ACRS-4D-05)
Written policy, procedure, and practice provide that a housekeeping and
maintenance plan is in effect to ensure that the facility is clean and in good
repair. (3-ACRS-4D-06)
q
signs and symptoms and action required in potential emergency situations
administration of first aid and cardiopulmonary resuscitation (CPR)
CHAPTER 19 - SANITATION AND HYGIENE
The facility complies with the sanitation and health codes of the jurisdiction
having authority. (3-ACRS-4D-02)
2. The facility provides for a waste disposal system in accordance with an
approved plan by the appropriate regulatory agency. (3-ACRS-4D-03)
3. Written policy, procedure, and practice provide for vermin and pest control.
(3-ACRS-4D-04)
4.
5.
6. Written policy, procedure, and practice provid6 for the issue of suitable,
clean bedding and linen, including two sheets, pillow and pillowcase, one
mattress, and sufficient blankets to provide comfort under existing temperature
controls.
7. Written policy, procedure, and practice require that articles necessary for
maintaining proper personal hygiene are provided and are readily available.
These articles include at least the following:
soap shampoo toothbrush toothpaste or powder a comb toilet paper special hygiene
items for female offenders
(3-ACRS-4D-10)
CHAPTER 20 - HEALTH CARE
I Written policy, procedure, and practice that careworker staff and other
personnel are trained to respond to health-related situations within a
four-minute response time. A training program is established by the responsible
health authority in cooperation with the facility administrator that includes
the following.
0
methods of obtaining assistance
signs and symptoms of mental illness, retardation, and chemical
dependency procedures for patient transfers to appropriate medical facilities or
health-care providers 0 Written policy, procedure, and practice provide that
staff members are available to~ counsel offenders; provision is made for
counseling on an emergency basis. (3-ACRS-4F-03)
0
0
0
offender diagnosis identified problem areas individual treatment objectives
treatment goals
counseling needs
(3-ACRS-4E-18)
2. First aid kits are available in designated areas of the facility based on
need. (3-ACRS-4E-19)
3. Written policy, procedure, and practice provide that the program's
health-care plan adheres to state and federal laws and regulations regarding
distribution of medications. (3-ACRS-4E
20)
CHAPTER 21 - SOCIAL SERVICES
I Written policy, procedure, and practice provide for a social services program
that makes available a range of resources appropriate to the program needs of
offenders, including, individual, group, and family counseling, drug and alcohol
treatment, HIV afid AIDS education, and special offender treatment.
(3-ACRS-4F-01)
2.
In its use of community resources, the agency maintains and periodically updates
a directory of functioning community agencies. (3-ACRS-4F-05)
4. Written policy, procedure, and practice provide that the staff use community
resources, either through referrals for service or by contractual agreement, to
provide offenders with the services to meet their program needs. (3-ACRS-4F-06)
5. Where a drug treatment program exists, written policy, procedure, and
practice provide that the alcohol and drug abuse treatment program has a written
treatment philosophy within the context of the total correctional system. This
treatment program has written goals and measurable objectives. These documents
are reviewed at least annually and updated as needed. (3-ACRS-4F-08)
6. Where a drug treatment program exists, written policy, procedure, and
practice provide for an appropriate range of primary treatment services for
alcohol and other drug-abusing offenders that include, at a minimum, the
following:
CHAPTER22-RELEASE
Written policy, procedure, and practice provide that facility resources are
available to assist employable offenders in locatingjobs. (3-ACRS-5A-04)
drug education plan relapse prevention and management culturally-sensitive
treatment objectives, as appropriate the provision of self-help groups as an
adjunct to treatment prerelease and transitional service needs coordination
efforts with community supervision and treatment staff during prerelease phase
to ensure a continuum of supervision and treatment
(3-ACRS-4F-09)
7. Where a drug and alcohol treatment program exists, written policy, procedure,
and practice provide that the facility uses a coordinated staff approach to
deliver treatment services. This approach to service delivery shall be
documented in treatment planning conferences and individual treatment files.
(3-ACRS-4F-10)
Of a urine surveillance program is in effect, written policy, procedure, and
practice provide instructions for the collection and processing of samples and
the interpretation of results. (3-NCRS-4F-12)
4
I Written policy, procedure, and practice provide that references are available
to assist offenders in locating suitable housing. (3-ACRS-4G-02)
2. Each offender should be given gradual increased responsibility in the
community prior to release, dependent upon his/her ability to accept
responsibility. (3-ACRS-4G.04)
CHAPTER 23 - ACADEMIC AND VOCATIONAL TRAINING
Written policy, procedure, and practice provide that offenders employed outside
the program comply with all legal and regulatory requirements. (3-AICRS-5A-03)
2.
CHAPTER 24 - RECREATION
Written policy, procedure, and practice provide for indoor and outdoor
recreation and leisure time needs of offenders. (3-ACRS-5B-01)
I
Written policy, procedure, and practice provide for the forwarding of
first-class letters and packages after transfer or release. (3-ACRS-5C-05)
CHAPTER 25 - MAIL, TELEPHONE, VISITING
I Written policy, procedure, and practice provide that indigent offenders, as
defined in policy, receive a specified postage allowance to maintain community
ties. (3-ACRS-5C-02)
2. Written policy, procedure, and practice provide that offenders' mail, both
incoming and outgoing, may be opened and inspected for contraband. When based on
legitimate facility interests of order and security, mail may be read or
rejected. The offender is notified when incoming mail is returned or outgoing
mail is withheld. (3-ACRS-5C-04)
3.
4. Written policy, procedure, and practice provide that offenders have access to
a telephone to initiate and receive personal calls. (3-ACRS-5C-06)
Written policy, procedure, and practice provide that offenders receive approved
visitors except where there is substantial evid6nce that the visitor poses a
threat to the safety of the offender or the security of the program.
(3-ACRS-5C-07)
4
6. Written policy, procedure, and practice provide for special visits.
(3-ACRS-5C-08)
7. The facility has a written plan to monitor and control movement of visitors.
(3-ACRS-5C-09)
CHAPTER 26 - RELIGIOUS PROGRAMS
4
Written policy, procedure, and practice provide that offenders have the
opportunity to participate in practices of their religious faith in accordance
with legislation of the authority having jurisdiction. (3-ACRS-5D-01)
2. Written policy, procedure, and practice provide that a staff person is
assigned to coordinate religious activities. (3-ACRS-5D-02)
CHAPTER 27-DISCIPLINE
The contractor shall comply with Department of Corrections prescribed policy and
procedure for inmate discipline as contained in OP-060125. No deviation from
this policy will be permitted.
I . General
The Department of Corrections shall provide training to the contractor/staff to
ensure compliance with these procedures. A coordination between Department of
Corrections and the contractor shall take place to determine how much of
disciplinary process will be
Upon the reasonable belief of any staff member that a violation of rules has
been committed which cannot be handled informally, such person will complete the
"Offense Report (DOC Form 062001)." All "Offense Reports" will be entered on the
"Misconduct Report Record (DOC Form 06203 1)." The "Offense Report" will be
specific enough for the inmate to be aware of the offending behavior, as well as
the date and approximate time of the behavior, to allow for preparation of a
proper defense. The shift supervisor/unit manager/team supervisor/designated
contractor staff may dispose of a Class B or C "Offense Report" informally
through a verbal warning or dismissal due to lack of evidence. In such cases,
the inmate and appropriate staff will be notified.
If confidential witness testimony constitutes a portion otthe "Offense Report,"
the name and testimony of the confidential witness will be documented and will
thoroughly state the facts as submitted by the witness and the manner in which
knowledge of those facts was acquired. Such documentation will be signed by the
confidential witness, placed in an envelope, and sealed.
conducted by the contractor. The contractor staff shall be responsible for
preparing clear, concise reports in accordance to the following guidelines:
A. Filina of "Qffense Report"
1 .
4.
5.
6.
The "Offense Reports" will be filed with the shift super-visor/unit manager/team
supervisor in a timely manner. The shift supervisor/unit manager/team
supervisor/designated contractor staff will ensure the "Offense Report" is
complete, correct, legible , and understandable. If necessary, the "Offense
Report" will be corrected. If more than one infraction occurs as a result of a
single behavior, the im-nate will only be charged on the most serious offense.
Sequential infractions may be the basis for additional charges and sanctions.
a. An evaluation regarding the reliability of the confidential witnesses
will be prepared by staff and attached to the sealed confidential
witness testimony.
b. Use of confidential information will be to protect the innocent or
vulnerable. Confidential information will not be accepted in exchange
for avoiding charges, the granting or denial of privileges, or
intervening in an inmate's correctional plan. I
Should a facility emergency occur or if an inmate is detained elsewhere which
would preclude service of the "Offense Report" within the required 24 hour
period, service will be accomplished as soon as reasonably possible and such
exception will be documented in writing and attached to the completed "Offense
Report." It will be the responsibility of the originating facility to ensure the
disciplinary process is completed within reasonable time frames. Upon delivery
of the "Offense Report" to the inmate, the employee will ensure Section Il of
the "Offense Report" is completed before a copy is given to the inmate.
I.
B. Service of "Offense Report"
The "Offense Report" will be served to the inmate within 24 hours after approval
and acceptance by the shift supervisor/unit manager/team, supervisor/designated
contractor staff.
If the inmate is unable or unavailable to receive a copy of the "Offense Report"
within the 24 hour time limit, "it will be documented in writing and attached to
the completed "Offense Report." The "Offense Report" will be presented to the
inmate within 24 hours after availability occurs.
3.
4.
4
1:\MISCPUBS\980062.WPD
The in-mate may waive the right to a disciplinary hearing. The presenting
officer will ensure the inmate understands that waiving the right to a hearing
will constitute a plea of guilty, and the inmate will be unable to attend. the
hearing for the disposition of the misconduct. Waivers will be documented and
reviewed by the facility head/designee. If the hearing is not waived, the
im-nate is entitled to a 24 hour preparation period, beginning ~t the time the
inmate is served with a copy of the "Offense Report."
2. Contractor's Conditions and Services:
I
A. Shall provide services for a program to operate a client residential center
as authorized in 57 O.S. 1991, Section 563 as amended. Shall provide three
nutritional balanced meals, according to a menu approved by a licensed
dietician, daily per correctional client.
PUBLIC WORKS CONTRACT
(Based on Fixed Rate Fee)
I ' I_*-
This contract made and entered into this 31st day of August, 1998, by and
between the Oklahoma Department of Corrections, Chief of Population Management
and Fiscal Operations, hereinafter "DOC", acting pursuant to the provisions of
57 O.S. 1991, Section 561 as amended, and New Directions of America, hereinafter
"Contractor".
WITNESSETH
Whereas, DOC desired to purchase the services of the Contractor for those
purposes and duties hereinafter enumerated on paragraphs numbered I and 2 below,
and;
Whereas, the Contractor is willing to provide such services under the terms and
conditions hereinafter set forth.
Now, therefore, in consideration of the mutual covenants and promises
hereinafter set forth, the parties agree as follows:
I Facility Location:
A. Contractor agrees to house the inmates assigned under this contract in the
facility located at 3115 N. Lincoln, Oklahoma City, Oklahoma.
B. The Contractor shall not be allowed to house any inmates at another
location or building under this contract without first receiving written
permission form DOC.
4
B.
C. Shall provide at least one on duty alert staff for each forty (40) clients
for supervision and assistance to'correctional clients at all times. One
individual shall be a roving patrol when all other staff are absent.
D. Shall provide at least twenty-five (25) square feet of unencumbered space
per occupant living area, and maintain clean, safe and healthy living areas
and grounds.
Shall provide recreational facilities on grounds (i.e. pool tables, card tables,
weight room, etc.) and/or facilities for additional recreational activities
(i.e. team sports,. use of gymnasium, etc.).
Shall provide case management services to the assigned clients (I to 50) and to
maintain all client information in strict confidence and shall not release such
information pertinent to a presently or previously assigned clierit without
first receiving clearance from the supervisor/designee of the host facility
and/or release from subject client. One exception being host facility staff,
after showing proper identification, shall have access to client records at all
times.
Shall, at a minimum, maintain the facility in compliance with the written
standards as set out on Attachment A hereto and incorporated by reference. Each
contractor must establish a file for each standard which contains information to
show compliance 95 percent of the standards at the time of the initial audit.
Failure to comply shall result in a sixty (60) day probationary period, after
which DOC will again review the standards in question to ensure compliance. If
at the end of said probationary period the facility again shows non compliance
with the 95 percent of standards, DOC shall at its option, reduce the bed
utilization for the remainder of the contract period by twenty percent (20%) or
cancel the contract in its entirety. 4
E.
F.
4
G. Shall maintain facilities in such condition so as to comply with all
applicable local and state fire and health codes, as well as compliance with the
Life Safety Codes. Copies of each inspection shall be provided to DOC within
seven (7) days of occurrence with a plan of corrective action.
1. Shall provide a. reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.
J. Shall provide such additional services as DOC may reasonably require
which are necessary to maintain the health and safety of the client(s)
serviced under this contract.
K. The Contractor shall attend and participate in an annual meeting/training
session with the Department of Corrections host facility/contract office
staff in order to maximize contract performance.
L. Shall ensure a case manager/counselor, trained by the host facility,
maintains individual files documenting each client's crew assignment,
evaluations and any other significant events.
M. Shall provide transportation in staff driven vehicles or insure
transportation by crew supervisors to and from work site location(s) or a
Shall provide regular and periodic work site inspections and document such
inspections in a permanent log.
common drop offJpick up site as may be agreed upon by the parties.
Transportation shall also be provided by the Contractor for clients to
medical/counseling appqi~qtments, emergency leaves, and all other activities
except form one Department of Corrections facility to another.
N. The Contractor shall require clients to clean their respective living areas
to include sweeping, mopping, washing windows, etc.: as well as communal group
programs such as visiting rooms, group rooms, etc. Clients may also be used for
lawn mowing, trash dumping and minor maintenance of the facility. The intent is
that clients will not be used in lieu of paid workers.
0. Shall provide information to DOC staff of the arrest of any employee of the
halfway house. All of the Contractor's employees who perform regular work at the
facility shall be finger printed and a background check conducted by the
Oklahoma State Bureau of Investigation at the expense of the Contractor. This
check shall occur when an employee is initially hired or upon the effective date
of this contract if the facility is operating.
P.
The Contractor shall provide the clients three sets of work clothes, to include
coat, work shoes, caps, and gloves.
The Contractor shall be responsible for the costs of DOC required forms (i.e.
budgeting, leave itineraries, disciplinary, medical payment authorizations,
etc).
3. Areas of Performance:
The services of the Contractor shall be performed under the general
administration of David C. Miller, Chief of Population Management and Fiscal
Operations, Oklahoma Department of Corrections. The Contractor will be inspected
quarterly and audited annually to ensure the conditions and services are being
adequately provided.
4. Medical Responsibilities:
A. All medical and/or dental services shall be provided by DOC unless alternate
services are approved by DOC or such services are as a result of a medical
and/or dental emergency.
i. Medical emergency shall be defines as danger or threat of the loss of life or
extremity.
I
The contractor has a minimum number of 65 inmates that it will accept. Should
the number of inmates fall below this number and remain at that level for more
than 30 days, the Contractor may at his option, waive the minimum number or give
notice of his intent to terminate the contract pursuant to paragraph 6 below. 4
ii. Dental emergency shall be defines as cute -problems in the mouth
exhibiting symptoms of pain, swelling, bleeding and/or elevation
of temperature. _ . _
B. The Contractor shall notify DOC of any medical/dental emergency
immediately after such emergency or within the first working day after
said emergency occurs.
5. PUMent for Services:
A. As consideration for such services as outlines above, DOC agrees to pay
to pay the Contractor the sum of $ 27.88 per inmate per day, excluding the
day of arrival.
B. DOC shall not be liable for and shall not pay the Contractor for any
expenses not herein expressly provided for.
C.
D. This contract is for an indefinite number of inmates and days. DOC
makes no representations or guarantee that any number of inmates will be
housed by the Contractor for any amount of time.
6. Termination of Convenience:
Either party may terminate this agreement at any time by giving written notice
to the other party, of such termination and specifying the effective date
thereof at least 30 days prior to the effective date of such termination. Such
written notice shall be by registered mail to DOC in care of David C. Miller,
Chief of Population Management and Fiscal Operations, Oklahoma Department of
Corrections 3400 M. L. King Avenue, Oklahoma City, OK 73136 and,to the
Contractor at 3115 N. Lincoln, Oklahoma City, Oklahoma, 73105. Notice given
pursuant to the provisions of this paragraph shall be deemed sufficient for all
purposes.
7. Duration of Agreement:
This contractual Agreement shall be in effect to June 30, 1999, the end of the
fiscal year for the State of Oklahoma.
Contractor
4
ss
8. Regulations:
A. This Agreement and all-rights and duties arising -thereunder shall be
governed, interpreted and construed according to the provisions of and
under the laws of the State of Oklahoma.
B. This document represents the entire agreement between the parties. Any
modification, amendment or addition thereto must be in writing, executed
by the parties and specifically referencing this Agreement.
In Witness Thereof, the parties have executed this Agreement in triplicate on
the
day and year first written above.
Oklahoma Department of Corrections
David C. Miller, Chief of Population
Management and Fiscal Operations
Approved:
Ltlm
Vincent L * K~ight General Counsel
Affidavit of Non Collusion
STATE OF OKLAHOMA )
COUNTY OF
of lawful age, being first duly sworn, on oath says:
1. (s)he is the duly authorized agent of u) 9;ee e- t 1',4 the Contractor under
the contract which is attached to this statement, for the purpose of certifying
the facts pertaining to the giving of things of value to government personnel in
order to procure said contract;
2. (s)he is fully aware of the facts and circumstances surrounding the making of
the contract to which this statement is attached and has been personally and
directly involved in the proceedings leading to the procurement of said
contract; and
Subscribed and sworn to before me this 3 day of 19
Notary Public (or Clerk,-& Judge)
(Seal)
3. neither the Contractor nor anyone subject to the Contractor's direction or
control has paid, given or donated or agreed to pay, give or donate to any
officer or employee of the State of Oklahoma any money or othe'r . thing of
value, either directly or indirectly, in procuring the contract to which this
statement is attached.
Z Lula_~
Name/Title)
4
4
I
purposes and duties hereinafter enumerated on paragraphs numbered I and 2 below,
and;
Whereas, the Contractor is conditions hereinafter set forth.
willing to provide such services under the terms and
4
Now, therefore, in consideration of the mutual covenants and promises
hereinafter set forth, the parties agree as follows:
The Contractor shall not be allowed to house any inmates at another location or
building under this contract without first receiving written permission from the
DOC contract monitor.
HALFWAY HOUSE/PUBLIC WORKS EXPANDED SERVICE CONTRACT
(Based on Fixed Rate Fee)
,R'evised 11-19-98
This contract, made and entered into this l't day of December 1998, by and
between the Oklahoma Department of Corrections, Chief of Population Management
and
Fiscal Operations, hereinafter "DOC", acting pursuant to the provisions of 57
O.S. 1991,
Section 561 as amended, and New Direction Centers of America, hereinafter
"Contractor".
WITNESSETH
Whereas, DOC desired to purchase the services of the Contractor for those
I . Facility Location:
0
1. 1. Contractor agrees to house the clients assigned under this contract in the
facility located at 3 115 N; Lincoln Blvd., Oklahoma City, Oklahoma.
1.2
2. Contractor's Conditions and Services:
2.1 Shall provide three nutritionally balanced meals, according to a menu
approved by a licensed dietician, daily per correctional client.
2.2 Shall provide at least one on duty alert staff for each forty- (40)
clients for supervision and assistance to correctional clients at all
times. One individual shall be a roving patrol when all other staff is
absent. In the alternative, the contractor may submit a written'
staffing plan for its location(s) which if accepted by DOC shall be
attached hereto and incorporated by reference.
I
2.6 Shall maintain facilities in such condition so as to comply with all
applicable local and state fire and health codes, as well as compliance
with the Life Safety Codes. Copies of each inspection shall be provided
to the local district office/contract morfitor office within seven (7)
days of occurrence with a plan of corrective action to address
deficiencies attached.
i
2.3 Shall provide at least twenty-five (25) square feet of unencumbered
space per occupant living area, and maintain clean, safe and healthy
living areas and grounds.
2.4 Shall provide recreational facilities on grounds (i.e. pool tables,
card tables, etc.) and/or additional recreational activities (i.e.
team sports, use of gymnasium, etc.).
2.5 Shall provide procedures to maintain all client information in strict
confidence and shall not release such information pertinent to a
presently or previously assigned client without first receiving
clearance from the supervisor/designee of the local district office
and/or release from subject client. One exception being district office
staff and the contract monitor, after showing proper identification,
shall have access to client records at all times.
2.7 Shall maintai~ the facility in compliance with the written standards as
set out in Attachment A hereto and incorporated by reference. The
contractor must establish a file for each standard, which contains
information to show compliance 95 percent of the standards at the time
of the initial audit. Failure to comply shall result in a sixty- (60)
day probationary period, after which DOC will again review the standards
in question to ensure compliance. If at the end of said probationary
period, the facility again shows non compliance with the 95 percent of
standards, DOC shall at its option, reduce the bed utilization for the
remainder of the contract period by twenty percent (20%) or cancel the
contract in its entirety. Shall maintain documentation proving that the
standards in the Department of Corrections Haffway Housing Requirements
are being met. The Contractor shall conduct an internal audit of the
standards in the first quarter of the fiscal year. A copy of this audit
shall be forwarded to the contract monitor office. Written plans of
corrective action by the contractor shall be forwarded to the contract
office within 15 days of the contractor's audit.
2.8 Shall provide a reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.
2
2.9 Shall ~rovide such additional services as DOC may reasonably require
which are necessary to maintain the health and safety of the client(s)
serviced under this contract.
I
2.10 The Contractor shall attend and participate in an annual
meeting/training session with the Department of Corrections district
office/contract office staff in order to maximize contract performance.
2.11 Shall insure a case manager/counselor, trained by the district office,
maintains individual chronological files documenting each client's
program goals, crew assignment, evaluations, compliance with DOC
policies governing classification status, earned credit level, parole
board summaries, individual case plans, budgeting, release preparation,
place of employment verification checks, programinatic leaves, and any
other significant events. This information shall be submitted in a
timely manner to the district office for review to ensure accuracy and
timeliness of information. The facility shall employ one case manager
for each 50 clients it houses
2.12 Shall ensure that each client budgets earned income according to the
Departrhent of Corrections policies, ensures jobs are monitored and that
time credits are submitted monthly to the local district office on each
client in a timely manner.
i
2.13 Shall provide all transportation to medical/counseling appointments for
all clients in Oklahoma City and Norman; also transportation of all
clients scheduled to appQar at the monthly parole board meeting,
transportation for program, employment, emergency leaves, to and from
the district office and all other activities except from one Department
of Corrections facility to anotherr If the destination point for
transported clients exceeds 50 map miles, one way, the contractor shall
be paid an additional fifteen dollars per hour per employee required for
transport. Separate billings must be submitted for the travel charges
under this section. If the contractor charges for more than one employee
per trip, the billing must adequately describe the reason more than one
employee was necessary.
2.14 Contractor shall require clients to clean their respective living areas
to include sweeping, mopping, washing windows, etc: as well as communal
group programs such as visiting rooms, group rooms, etc. Clients may
also be used for lawn mowing, trash dumping and minor maintenance of the
facility. Nothing contained herein shall prohibit the use of trustees as
provided for by law and the payment of their wages. The intent is that
clients will not be used in lieu of paid workers
2.15 Shall provide information to DOC staff of the arrest of any employee of
I the halfway house. All of the Contractor's employees who perform
3
At a minimum, the facility shall continuously maintain accredited status for
American Correctional Association Standards for Adult Community Residential
Services, Third Edition. Accreditation shall be continuously maintained for the
term of this contract and any extensions thereof Failure to comply shall result
in termination of this contract. The facility shall operate in accordance with
and keep Sections 3, 6, 9 and 12 of the Department of Corrections Operations
Policies updated as they are issued: 2.17.3. Section 9 governs public works
programs, inmate grievance process, reintegration, and off~nder financial
responsibility, etc.
The facility shall provide space for medical treatment to be administered to the
clients when necessary.
I
regular work at the facility shail be finger printed and a background check
conducted by the Oklahoma State Bureau of Investigation at the expense of the
Contractor. This check shall occur when an employee is initially hired or upon
the effective date of this contract if the facility is operating.
2.16
2.17
i
4
2.17.1. Specifically, Section 3 governs the inmate pass program, chemical abuse
testing, escorted leave program, inmate property procedures, etc. 2.17.2.
Section 6 covers classification and case management, custody assessment and
transfer procedures, pre-parole procedures and earned credit classes, etc.
2.17.4. Section 12 covers inmate pay programs and trust fund procedures, etc.
2.19
The Contractor shall be responsible for the costs of DOC required forms (i.e.
leave itineraries, disciplinary, budgeting, grievances, parole summaries, etc.)
2.20 The facility shall provide office space and equipment/filniishings for
the district office/contract monitor staff in close proximity to other
administrative offices and reasonably comparable. The office shall have
a lock, which is not master keyed and shall be provided with a desk,
chairs, access to telephone/fax/computer lines.
2.21 At least 5 percent of the client population shall be tested monthly for
THC amphetamines, PCP, cocaine or opiates and a summary of the results
ftirnished to the district office. Suspect drug and alcohol testing
shall be in addition to the random 5 percent testing.
4
2.26
Shall provide transportation in staff driven vehicles or ensure transportation
by crew supervisors to and from work site location(s) or a common drop off/pick
up site as may be agreed upon by the parties. 4
2.22 The facility shall provide restrictive housing (RHU) space for those
offenders, which it deems inappropriate for its facility. This space is
to be provided within the structure by construction of a unit or through
the payment to the local city/county jail for the housing of the
offender(s). If an inmate is placed in RHU, the contractor shall notify
DOC and request a transfer of the inmate. DOC will become responsible
for the inmate (including RHU contract costs) if he is not transferred
within 7 days of the District Office's approval of Transfer.
2.23 Inmates shall enter halfway house status only from the public works
center population with the following two exceptions (the offender has a
parole board stipulation or has completed a vo-tech program at another
facility).
2.24 The contractor shall notify the Department regarding use of force and
serious incidents. The facility will notify the local district office
during business hours immediately by telephone of all serious incidents
and will fax copies of all reports prepared within 24 hours to the
district office and contract office on the forms provided. After
business hours, the local district office /contract office will receive
the notice and reports.
2.25 Shall provide services for a program to operate a client residential
center as authorized in 57 O.S. 1991, Section 563 as amended.
Additionally the Contractor shall be responsible for acquiring the
necessary Public Works Contracts to fulfill the needs and requirements
of its Public Works clients. All Public Works Contracts entered into by
the contractor must be approved in writing by DOC.
2.27 Shall provide regular and periodic work site inspections and document
such inspections in a permanent log.
2.28 The Contractor shall provide the public works clients three sets of work
clothes, to include a coat, work shoes/boots, caps and gloves. The
Contractor shall have 90 days from the effective date of this contract
to comply with this sub-section and clothe clients in compliance with
the Departments community work centers and community corrections
centers.
2.29 The Contractor shall provide all clients on site for the public works
program and those utilized on site for maintenance and food service,
monthly pay in accordance with OP-120202, 20% of which must be placed in
the client's mandatory savings. If the clients are working under
existing contracts negotiated through DOC, DOC will continue w collect
and handle the inmate pay until that contract is terminated.
5
2.31.2 Complete, accurate, detailed reports of the disciplinary actions against
clients are provided to the local district office within seven (7) working days
of the date the action is finalized or the punishments administered.
Administration of the disciplinary sanction which affects time calculation or
sentence length must be in accordance with Departmental policy OP-060125'and
approved by the local district office supervisor/designee. Loss of earned
credits must be approved by the department and may be adjusted. 2.32 Contractor
agrees to maintain general liability insurance and workers compensation
insurance in an amount acceptable to DOC for all employees and activities
performed under this contract. A certificate of insurance acceptable to DOC will
be furnished within 15 days of the execution of this agreement.
0
2.30 The facility will initially place all clients received from the
department in the prisoner public works program for a minimum of 30
days.
2.31 The Contractor will afford clients access to reasonable, impartial and
nondiscriminatory grievance and misconduct procedures addressed in the
Departments Operations Policies, including a final level of appeal as
provided in this section. Misconduct procedures and penalties must
reflect the department's, since it affects security level and
classification.
i
I
2.3 1.1 The facility is responsible to respond to grievances and appeals on
matters occurring during the client's incarceration in the facility, except
sentence administration issues and classification to lower or higher security
status in accordance with DOC policy.
I
Areas of Performance:
The general operations of the contractor shall be overseen by the local district
office supervisor/designee to include review of classification paperwork,
disciplinary actions, attendance of staff meetings, review of policy changes,
review of both incoming and outgoing transfer requests and changes in a clients
status on center. The services of the Contractor shall be performed under the
general administration of David C. Miller, Chief of Population Management and
Fiscal Operations, Oklahoma Department of Corrections. The Contractor will be
inspected quarterly and audited annually to ensure the conditions and services
are being adequately provided.
4. Medical Responsibilities:
6
5.1. The State agrees to pay as compensation for the services provided hereunder
a fixed rate of $31.75 times the number of client days, excluding date of
arrival, in a'single monthly payment which may be adjusted in accordance
herewith.
4.1 DOC shall provide all medical, mental health and/or dental services unless
DOC approves alternate services or such services are as a result of a medical
and/or dental emergency.
4. 1. 1. Medical emergency shall be defined as danger or threat of the loss of
life or extremity.
4.1.2. Dental emergency shall be defined as acute problems in the mouth
exhibiting symptoms of pain, swelling, bleeding and/or elevation of temperature.
The Contractor shall notify DOC as prescribed in section 2.25 and the DOC CHSA
of any medical/dental emergency immediately after such emergency or within the
first working day after said emergency occurs.
5. Payment for Services:
i
The fixed rate shall be reviewed at a public hearin,- attended by all interested
parties. Pursuant to statute and any amendments thereto, any increase shall -not
exceed the previous years Consumer Price Index for all .Urban Consumers (CPI-U)
as prepared by the United States Bureau of Labor Statistics or as otherwise may
be provided by State law.
DOC shall not be liable for and shall not pay the Contractor for any expenses
not herein expressly provided for.
5.4. The contractor has agreed to a minimum number of 140 clients plus 5
trustees that it will accept. Should the number of clients fall below this
number and remain at that level for more than 30 days, the Contractor may at his
option, waive the minimum number or give notice of his intent to terminate the
contract pursuant to paragraph 6 below.
5.5. This contract is for an indefinite number of clients and days. DOC makes no
representations or guarantee that the Contractor will house any number of
clients for any amount of time.
6. Liquidated Damages Non-Performance Penalties:
7
Termination of Convenience:
6.1 In the event of non-compliance by the contractor, the State may withhold
as liquidated damages the amounts designated in Attachment B from any
amounts owed to the contractor. The parties agree that due to the
complicated nature of the contractors obligations under this contract it
would be difficult to specifically designate a monetary amount for the
Breach by the contractor designated in Attachment B as said amounts are
likely to be uncertain and not easily proven.
6.2 The State shall notify the contractor in writing of the Breach and
afford 30 days time to cure the breach unless the matter is so serious
that immediate correction is needed or unless a longer time period is
mutually agreed upon.
6. The State shall notify the contractor in writing of the amounts to be
withheld as liquidated damages.
6.4 Liquidated damages shall be assessed for each day the Breach remains
uncured.
7.
6.5 The State is not obligated to assess liquidated damages before availing
itself of any otheor remedy.
6.5 The State may choose to discontinue liquidated damages and avail itself
of any other remedy available under this contract or at law or in
equity.
Either party may terminate this agreement at any time by giving written notice
to the other party of such termination and specifying the effective date thereof
at least 3 )0 days prior to the effective date of such termination. Such written
notice shall be by registered mail to DOC in care of David C. Miller, Chief of
Population Management and Fiscal Operations, Oklahoma Department of Corrections,
Private Prison Unit 2200 Classen Blvd, Suite 1200, Oklahoma City, OK 73106 and
to the Contractor at 3115 N. Lincoln Blvd., Oklahoma City, Oklahoma 73 10 1.
Notice given pursuant to the provisions of this paragraph shall be deemed
sufficient for all purposes.
8. Duration of Agreement:
This contractual Agreement shall be in effect through June 30, 1999, the end of
the fiscal year for the State of Oklahoma.
8
New Direction Centers of America
Ron Alexander
9. Reizulations:
9. 1. This Agreement and all rights and duties arising thereunder shall be
governed interpreted and construed according to the provisions of and
under the laws of the State of Oklahoma.
9.2. This document represents the entire agreement between the parties. Any
modification, amendment or addition thereto must be in writing, executed
by the parties and specifically referencing this Agreement.
9.3. In accepting this contract the Contractor agrees that their books,
records, documents, accounting procedures or any other items relevant to
this contract are subject to examination by the other party and the
State Auditor and Inspector.
9.4. The contractor shall perform all the duties herein through its own
employees. None of the duties required by this agreement, including
restrictive housing space, shall be performed by another contractor or
subcontractor unless the agreement has been first approved in writing by
the DOC.
i
0
In Witness Thereof, the parties have executed this Agreement in triplicate on
the
- - day of December 1998.
Oklahoma Department of Corrections
David C. Miller, Chief of Population Management and Fiscal Operations
I
Approved as to form:
9
Ross Johnson
General Counsel Office
i
4
I
10
) ss
1. (s)he is the duly authorized agent of , the Contractor under the
contract which is attached to this statement, for the purpose of certifying the
facts pertaining to the giving of things of value to government personnel in
order to procure said contract; (Name/Title) 5 19-.
Notary Public (or Clerk or Judge)
Cp
Affidavit of Non Collusion
STATE OF OKLAHOMA
COUNTY OF
, of lawful age, being first duly sworn, on oath says:
2. (s)he is fully aware of the facts and circumstances surrounding the making of
the contract to which this statement is attached and has been personally and
Idirectly involved in the proceedings leading to the procurement of said
contract; and C)
neither the Contractor nor anyone subject to the Contractor's directi~n or
control has paid, given or donated or agreed to pay, give or donate to any
officer or employee of the State of Oklahoma any money or other thing of value,
either directly or indirectly, in procuring the contract to whigh this statement
is attached.
4
Subscribed and sworn to before me this day of
(Seal)
I
I I
12
APPENDIX B
LIQUIDATED DAMAGES
Liquidated damages for each day of a breach will be calculated as follows:
Z~
V x B x $25.00 when
V = Relative value of Service Area
B = Relative value of the Breach
Service Area 1: Value = 5: Security and Control, ACA Accreditation, Health
Services, Use of Force, Escapes, Contract Monitoring,
Operator Breach
B
Failure to Provide Service
5
Failure to Document
2
Failure to Report
2
Failure to Comply with Other
5
Applicable Requirements
i
Service Area 2: Value = 4: Sanitation and Hygiene, Food Service, Mail, Religion,
Access to Court, Inmate Discipline, Grievance, Visitation, Records and Reporfs,
Employee Qualifications & Training
Operator Breach
B
Failure to'Provide Service
4
Failure to Document
2
Failure to'Report
2
Failure to Comply with Other
4
Applicable Requirements
Service Area 3: Value = 3: Operating Standards, Transportation, Maintenance,
Repairs and Replacements, Inmate Work, Academic & Vocational Training, Sentence
Computation Data, Classification & Case Management, Commissary,
Policies/Procedures/Post Orders, Inmate Management Fund/Bank Accounts
Operator Breach
B
Failure to Provide Service
3
Failure to Document
I
Failure to Report
1
Failure to Comply with Other
3
Applicable Requirements
I
I
APPENDIX B (continued)
Service Area 4: Value = 2: Laundry and Irunate Clothing, Telecommunications,
Supplies/Perisha~les, Recreation
Operator Breach
B
Failure to Provide Service
Failure to Document
I
Failure to Report
I
Failure to Comply with Other
3
Applicable Requirements
i
A. The cost of transportation of the prisoners to and from the project;
~Jity of ya-on
~-.L i T k-)[ , -i -i I I -- " "
07/06/98 17: 15 '2405 948 1402 KATE BANNARD CTC (107
PRISONERS PUBLIC WORKS CONTRACT
OKLAHOMA DEPARTMENT OF CORRECTIONS
"ATTACHMENT A"
S-
B. The cost of lodging and food for the prisone-rs and correctional
personnel assigned to the, project;
The cost of guarding the prisoner;
$ - -- D. The cosT of all tools and mztcriE~s furnished by the DEPARTMENT;
$-.210-OC E. The cost of the salaries of the assigned prisoner; U' to fourteen
(14) p
irimaLes at Paygrade 3 ($15,00)
S 210.00 SUBTOTAL
x 10% (S21,00)
Other miscellaneous.
$- 2121.00 TOTAL COST PLLIS 10% TO BE BILLED "viONTHLY
DATE:
,~eniiy Holloway, Dlstnict SuperV1130T
The number of='Iat--&s on each crew and the number of Crews can be expanded at
the above listed facilities upon the agreement of the Depamiient of Corrections
mid the City of Yukon as long as the said expansion does not aJier the
cmiditions of this Agreement. IN WITNESS THEREOF, the parties have executed this
agreement in duplicate on the dale and year first above written.
Date
T .~
no -
For the Kat~e Barnard CCC
Subscribed and sworn to before Me this 9 q5,
da-",)o f (~2dvl -7 1 -
-7-/
tap 1,
My. ~on-imissioii expires
y,otary Public
,-F
~ Cir4f Yukon
19
~:Fxe LZ, el
t-
N6tar'y Public
i ~e ~~ / i J 14. j:~ 4 O!D z Z; U ( 0 J b k-; i I Y Ur ~ LrLA A rA1,1L U )
07,106/08 17: 14 '2405 948 i402 KATE BARNARD CTC zooe
~UPPLEMENTAL TO PRISONERS PUBLIC WORKS PROJECT CONTRACT
I
This Agrecinew is intended to supplement and make more definite and cortami a
prior agrceinent heretofore entered into by the parties the City of Yukon
heTeinafter "AGENCY" and the Kate Bwmard Community Corrections Center
hereinafter "DEPARTMENT" dated the 6tfi day of June 1998.
For the term provided for U*1 the original agreement between the above-named
palties, specifically from July 1, 1998, through June 30, 1999, the DEPARTMENT
agrees to:
2.
Provide die agency with up to a fourteen inmate =-w from die Kate Bamard
Conimunity Corrections Centcr for the City of Y. ukDn.
This Supplemental Agreement shall be in effect fpT the same period of time as
the Prisoner Public Works Project Contract and Termination of the P"Isonur
Public Works Project Contract sliall act as a teTTnination of this Supplemental
Agreement. This Supplement, howevcr, may im modified by agreement of the parties
without effecting the validity of the Prisoner Public Works Project ContTact.
ca_,, ~,/-/ ~411
6b~a/ie __
Suhsc;ribed and sworn to before roe this
My r-orninission expires J - ,C_~
V405 948 1402
KATE SONARD CTC
sovereign immunity defense for tbe State of Oklahoma or tbc' Department of
~orrections.
City of Yukon
ATTN: City Cierk
P.O. Box 85D500
Yukon, OK 73085
ZI 005
Oklahoma Dep~;~erit of Corrections day 0
otarv/Public
1
- -.4- day of
19
I= JeI.44
'~"Notarv' P u b I i c
I
4
07/0e/98 IT,14
I
21. Either party may terminate this conti-act for any reason by providing thirty
days written notification to the other party by ccrtffled mail, Tlet= receipt
requested. The nif m to ran upon the next day after the return receipt is ot
ication period shall beg' signed.
22. All notices required 'in tlis oontract shall be mailed, certificd mail
return receipt requested to the addresses of the parties sct forth herein-,
Kate Barnard CCC
ATTN: Accountant
3200 NW 39th Street
OKC, OK 73112
23, The lam of this contract shall for a period begi~iiaing on the date of
execution set forth below and ending on the. last day of the current fiscal
year. The term of this contract shali not extend beyon&die end of the current
fiscal year, but may be shorter if ageed in writing.
24. The parties shall execute this contract in duplicate originals by affixing
their signatures hereto in the place provided, and by affixing their respective
siparares shall warTant that each has tile authority to execute and bmid their
agencies,
The parti"- agrcc and understand that the pnigoners shall not displace any
employee of the Public Agency nor shall reduce the employment opportunities of
any citizen eligible and qualified.
DATE OF F-XF-CIJTION
7
Date
Subscribed and swom to before me this
My commission expires ILIOot
Subscribed. and swom to beforc me this
My coninliss ion expires
C:: ~or~ Citof Yukon
~~ I .
I ~1-1 I
1-/ ~ ~/ ~ -, J J 14 . . - I U _-1 'J ~) . - -) I
07,106/98 17:13 V405 943 1402 KATE BARN.kRI) CTC 4
13. The Department shall provide the ?ublic Agency with COPiCS Of TeltVanr
Departnent operational policies and procedures that are applicable, as well
as-.the training and orientation reqwired for proper implem entation and
security. ,
14. The Public Agency, urdess otherwise agree~d, shall pTo-vide work sli~ifts of
ro longei than cight working hours and to utilize prisoners for no niore Than
eight hours per shift, The normal working hours shall be between 0700 and 1800
houTs each working day. Weekend or night shifts are not prohibittd by tilis
contract but may be utilizcd under the terms and conditions of this contract,
Any additional or different work sh~fts required shaU be approved by the Warden
of the prisoner's correctional facility and attached as an addendum.
15, Either pany may tcnTdnate this contract for the failuie of the other party
to pcr.Forrn as per the terms and conditions contaLincd heTein, Any damages
shall be as audiorized by law in a court of competent juris4cidon except
attorneys fees and related legal costs which shall be bome by each party
separately, Any n-&igaring circurristaric~es shall b~ considered by botb parties
in determining failu7e to perform.
16, In the evcnt a bona fide dispute or a c=fllct of interest arises berwc-.n
the pardes which camnot be resolved thTough reasonable dfligence, tither party
may request mediationunder the Oklahoma Dispute Resolution Act, 12 O.S, 1989
Supp. Sec 190 1 et seq, as amended. Such rcqtiest shall be agreed to by the
other party, The pardes agree that this process shall bc bindiing and shall bar
any legal action in a judicial or quasi-judicial tribunal. All Costs Telaring to
this proc;css shall be bome separately by each party. Any dispute shall noT
effect -lie performance requirements and duties of this contract. The ccritract
shall remain in fall force and effcct uriless odicrwise tert-ninalcd or agreed
betwccn the parties.
The Public Agency shall inauiltain all records, books of accotints, and such
other documents roquired by law to be maintained and accounted for, and shall
maintain them in a safe place, and make them available to state wid fcderal
officials for inspection as authoriz-.d- by law, including Mispection by the
duly autborized officers of the Departnient. The Public Agcncy shall retain all
records, lbooks of accounts, and such other documents mlcvant to this contract
for a period of three years and shall make thern available for inspection by
state and federal officials as required by law, including inspection by the duly
aud)orized officers of the Department,
18. If any provision, clause or paragraph of this contact or any document
incorporated by reference shall be detzrrmned invalid by a court of competent
jurisdiction, sucb deterrn~inztion shall not affect the other provisions,
clauses or paragraphs of U-iis contract which is not affected by the
deterriiization. The provisions, Clauscs or paragr~phs and &-iy documents
incorporated by reference are declared severable.
19, This contract shall be governed by the la~N,s of the State of Oklahoma,
- -)0.
The parties agree that the Governmerital Tort Claims Act, ', 1 ().8. (1989
Supp,) Sect, v et sco is '~othjnv herem shall br constned is a wao.-cr of ~1~:
C.
The Wst of transportation of the prisoners to and from the project; b. The cost
of lodgilig and food for the pTisoners and correctional persomiel assigned to
the project; The cost of guarding the prisoneTS, d, The cost of all tools and
materials funiished by the Department, if azy, and; The cost of the salarics of
the assigned pnisoneTS. f, Ilyliscellaneous 11. The Dcpartment shall bo
responsible for the c~st of mcdicaJ and denial health caxe needs of the
prisoners including emergencies while assi&med to the Public Works Project,
uniess otherwise agreed in wniting. 6 I IJ2/ 2:~l 1 JIJ'J 14; 1 ~Z qu!Dj!)d It4d
clj~' Ur WKUN r~-~LU~4
I -
01/06/98 17; 12 V405 948 1402 fUTE B.-kRNARD CTC
shall immediately notify t~e Department and the local 18W MfOMMent agency if any
prisoner is Tnissmg and believed to have escaped, and shall 11nmeaiately report
any other serious rule infraction. Failure to return to the facility shall be
deerried an ,escape and subject to penalty provided by law. The Department shall
have the ultimate responsibility for the security of the prisoners.
6. The Public Agency agrees to pay to the Departr iient the base cost plus ten
percent on a monthly billing basis, tuiless othcrwise agreed. Ten percent above
ihe base cost shall be charg.-d to cover the cost, if any, of DOC equipment
repair and replaccinent, The base cost may comprise the following categories:
I - pl
No prisoner so assigned shah be considered as an em oyee of the requesting or
Public Agcncy-, nor shah any such prisoner come within any of the provisions of
the State's Labor Code, (40 O.S. 1991 see. I ct seq) or be entitled to any
benefits thereunder wlietlicr on behal f of him/berself or that of any other
person
S. The Director of the Department or his designee shall at all =,es durmig the
term of this contract ha,,.,-- 1,411jurisdiction and authonry over the
discipline and conrrol of ~ie prisoners performing WOTk On t1le Public works
project, Unsat%isfactory job performance shall be docum.-nted and reported to
the Depar-cment far discipline which may inchide removal and forfeiture of any
earned CfCd~tS OT both.
9. The prisoners, while assigned to the Public Works project, shall, for the
purpose of punishment for escape, be deemed to be on trusty status and shall be
=der the custody and control of the Department of Corrections. The lirr~ts of
the place of cornzy~irm.ent ai-e extended under the special conditions of this
Prisoner PubdcW07ks Project Contract pursuant to 57 O.S. 1989 Supp. See, 501.1
(A) (4)
10, The Departnient shall select and assign eligible pi~soners to work for the
Public Agency. The priisoneTs, while assi&rned to the Public Works Project,
shall be exempt from the provisions of the Worker's Compcrisation Act, (85 O.S.
1981 sec. I et seq.)
I
12. The Depariment shall, iu~ess otherwise agreed, provide the transportation to
and from the wQrk site of the prisoners assigned to the Public Works Project,
The Departrnerit shall vro~.Ide hinr.]),-~ tri t~,- -I.- -.L. . I
Lir- I L)t 1J1 I r"Qr_UIL
07 / 00/ 0 8 17: 11 CZ405 948 1402 KATE BARNARD CTC
PRISONERS PUBLIC WORKS PROJECT CONTRACT
by and between
OKLAI-10;MA DEPARTMENT OF COkRECTIONS
KATE BARNARD COMMUNITY CORRECTIONS CENTER
and
CITY OF YUKON
This contractual agreement is entered into by and between the Oklahoma
Department of Corrections, hereina~cr, Depai-tment, and the City of Yukon
hereinafter, Public Agency, which has that prisoners be assigned to a prisoners
be assigned To a Public Works Project lierctofore determined by the Oklahoma
Board of Corrections to be of necessity for the public well-being and conducive
to rehabilitation and die reductionof the recidivism among the participating
pnisoners.
This contract is authonzed by 57 O.S. 1999 Supp. 'A 981 Sec 215 et seq, the
Prisoners Public Works Art.
For and in consideration of the fbUowing terms, conditions and covenants the
parties herein agree as follows:
The Public Agency shall submit a brief description of the Public Works Project
indicating itit loca~on and type of work required and shall request the number
of prisoncr.5 It needs to accomplish Lhe Public Works PTOject. The Pubhu Agmicy
shall also prolyide work order5. Job duties and assigriments, and any training
to the prisoners and sha.]] provide a safe working enVironment . The Public
Agency shall ftaTiish all matenals and TooiS necessary for the ?"blic Works
ProJect.
2. The Public Agency a~Tecs to use prisoners assigned to ihe Public Works
Project on public, property onfy, except that =iTiate labor may be used on
private property for a pubhc purpose. Public purpose shall be defined -as a
purpose generally affecting the 0
public good of the irl-abitants of the state or political subdMsion in aid of
exercising a govenitliental function. The prison--rs shall be utiliz-.d as a
group for this purpose and not as individuals.
3. 7"he Public Agency shaill not us-- thr, pnsoners to provide personal services
for private benefit not to supctvisc other iranates or prisoners, nor to operate
any motor veh.icles. The Public Agency shall allow the Department to conduct
unscheduled pcriodir, visits to the Public Works Project work site To mon~tor
the prisoners and contract compliance.
The Public Agency ap-ees to comply with tbe Department's prisoncrs'vmrk force
I d prisoner
racial balance rtqwrement, and shall, upon request, relinquish any ass'Lpe to
the custody of the Department.
5. The Public Agency agrees to cooperate wid pro\11de prisoner counts at least
twic dAuv and v1,066c cl().se r)f th,, n, L1, . t
9 1 ..
. -e
State of Oklahoma
Department of Central Services
Purchase Order
Agency
Reqn.#: 99-01237
PO# S033865
Terms: NET
Delivery
Date: 10/26/1998
Ship To: 131PE
DEPARTMENT OF CORRECTIONS
PRIVATE PRISONS UNIT
2200 N CLASSEN BOULVARD
OKLAHOMA CITY
Charge & 131PE
Invoice To: DEPARTMENT OF CORRECTIONS
PRIVATE PRISONS UNIT
2200 N CLASSEN BOULVARD
OKLAHOMA CITY
OK 73106
OK 73106
- - Unit Price
Amount
30.500000 503,250.00
All in accordance with the attached agreement.
Prices exclusive of Federal and State Taxes. Prices are FOB destination unless
stated otherwise. VENDORS READ AND FOLLOW CLOSELY: This order void one year from
date of issuance. The above order is issued in conformity with your quotation
and constitutes a contract.
3. If payment is received in excess of 45 days
after submitting proper invoice, vendor may be
be entitled to claim interest penalty.
For a copy of these regulations contact
OFFICE OF STATE FIIJANCE
Room 122, State Capitol Bldg, OKC, OK. 73105.
signed
Director/Designe-P title
Page I
BUYER - IP (405-52,~1-4058)
Date
Issued:10/27/98 Reqn.#: J035438
1. Vendor's office Copy
To: 731491219
ATTN RON ALEXANDER
NEW DIRECTION CENTERS OF AMERICA
3115 N LINCOLN BLVD
OKLAHOMA CITY OK 73105-5401
Item Quantity Unit Commodity Code Description
01 16,500.00 DAY 0952-49
Halfway Housing - General Halfway House Beds
TERMS:
Total Amount $503,250.00
This contract shall be considered to be in force until the expiration date or
until 30 days after notice has been given by either party of its desire to
terminate the contr-t.
Immediate ca4cellation shall be administered when violations are found to be an
impediment to the function of the agency and detrimental to its cause, or when
conditions preclude the 30 day notice.
Contract Period: 9-1-98 thru 6-30-99
B. The Contractor shall. not be allowed to house any inmates at another
location or building under this contract without first receiving written
permission form DOC.
Contractor's Conditions and Services: -
A. Shall provide three nutritional balanced meals, according to a menu
approved by a licensed dietician, daily per correctional client.
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HALFWAY HOUSE SERVICE CONTRACT
(Based an Fixed Rate Fee)
This contract, made and entered into this Tlst day of August, 1998, by and
between the Oklahoma Department of Corrections, Chief of Population Management
and Fiscal Operations, hereinafter "DOC", acting pursuant to the provisions of
57 O.S. 1991, Section 561 as amended, and New Directions of America, hereinafter
"Contractor".
WITNESSETH
Whereas, DOC desired to purchase the services of the Contractor for those
purposes and duties hereinafter enumerated on paragraphs numbered 1 and 2 below,
and;
Whereas, the Contractor is willing to provide such services under the terms and
conditions hereinafter set forth.
Now, therefore, in consideration of the mutual covenants and promises
hereinafter set forth, the parties agree as follows: I . Facility Location:
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2.
A. Contractor agrees to house the inmates assigned under this contract in the
facility located at 3115 N. Lincoln, Oklahoma City, Oklahoma.
B. Shall provide at least one on duty alert staff for each forty (40) clients
for supervision and assistance to correctional clients at all times. One
individual shall be a roving patrol when all. other staff are absent.
C. Shall provide at least twenty-five (25) square feet of unencumbered space
per occupant living area, and maintain clean, safe and healthy living areas
and grounds.
D. Shall provide recreational facilities on grounds (i.e. pool tables, card
tables, weight room, etc.) and/or additional recreational activities' (i.e.
team sports, use of gymnasium, etc.).
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E. Shall provide procedures to maintain all client information in strict
confidence and shall not release such information pertinent to apresently or
previously assigned client without first receiving cle~mce from the
supervisor/designee of the host facility and/or release from subject client. One
exception being host facility staff, after showing proper identification, -shall
have access to client records at all times.
F. Shall maintain facilities in such condition so as to comply with all
applicable local and state fire and health codes, as well as compliance with the
Life Safety Codes. Copies of each inspection shall be provided to DOC within
seven (7) days of occurrence with a plan of corrective action.
Shall maintain the facility in compliance with the written standards as set out
on Attachment A hereto and incorporated by reference. Each contractor must
establish a file for each standard which contains information to show compliance
95 percent of the standards at the time of the - initial audit. Failure to
comply shall result in a sixty (60) day probationary period, after which DOC
will again review the standards in question to ensure compliance. If at the end
of said probationary period the facility again shows non compliance with the 95
percent of standards, DOC shall at its option, reduce the bed utilization for
the remainder of the contract period by twenty percent (20%) or cancel the
contract in its entirety.
Shall maintain documentation proving that the standards in the Department of
Corrections Halfway Housing Requirements are being met. The Contractor shall
conduct an internal audit of the standards in the first quarter of each fiscal
year. A copy of this audit shal be forwarded to the 6ontract office -oT-D-0-C
to-use as a guideline for the DOC audit: Written plans of corrective action by
the contractor shall be forwarded. to the contract office within 15 days of the
contractor's audit.
I. Shall provide a reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.
J. Shall provide such additional services as DOC may reasonably require which
are necessary to maintain the health and safety of the client(s) serviced under
this contract. In accepting this contract the Contractor agrees that their
books, records, documents, accounting procedures or any other items relevant to
this contract are subject to examination by the other party and the State
Auditor and Inspector.
K. The Contractor shall attend and participate in an annual meeting/trhining
session with the Department of Corrections host facility/contract office
staff in order to maximize contract performance.
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Shall ensure a case manager/counselor, trained by the host facility, maintains
individual file~ documenting each clients program goals, place of employment,
programmatic leaves, and any other significant events.
M. Shall ensure that each client budgets earned income according to the
'Department of Corrections policies, ensures jobs are monitored and that time
credits are submitted monthly on each client in a timely manner.
N. Shall provide all transportation of clients for program, employment,
medical/counseling appointments, emergency leaves, to and from the host facility
and all other activities except form one Department of Corrections facility to
another.
0. The Contractor shall require clients to clean their respective living areas
to include sweeping, mopping, washing windows, etc: Clients may also be used for
lawn mowing, trash dumping and minor maintenance of the facility. The intent is
that clients will not be used in lieu of paid workers.
P. Shall provide information to DOC staff of the arrest of any employee of the
halfway house. All of the Contractor's employees who perform regular work at the
facility shall be finger printed and a background check conducted by the
Oklahoma State Bureau of Investigation at the expense of the Contractor. This
check shall occur when an employee is initially hired or upon the effective date
of this contract if the facility is operating.
At a minimum, those Contractors who contract for 20 or more bed spaces per day
shall enter into candidate status for American Correctional Association
accreditation for Standards for Adult Community Residential Services, Third
Edition, 'Withi&~e months of the effective date of this contract and achieve
accreditation of the facility within thirty-six months of this contracVs
effective date. Thereafter, accreditation shall be continuously maintained for
the term of this contract and any extensions thereof. Any contractors whose
facilities are so accredited at the effective date of this contract shall keep
said accreditation current during the term of this agreement and any extensions
thereof. Failure to comply shall result in termination of this contract.
R~ The facility shall operate in accordance with and keep Sections 3, 6, 9 and
12 of the Department of Corrections Operations Policies updated as they are
issued by the host facility.
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S. The Contractor shall be responsible for the costs of DOC required fbims
(i.e. budgeting, leave itineraries, disciplinary, medical payment
authorizations, etc).
Areas of Performance:
The~' services of the Contractor shall be performed under the general
administration of David C. Miller, Chief of Population Management and Fiscal
Operations, Oklahoma Department of Corrections. The Contractor will be inspected
quarterly and audited annually to ensure the conditions and services are being
adequately provided. Medical Responsibilities: Medical emergency shall be
defines as danger or threat of the loss of life or extremity. Dental emergency
shall be defines as cute problems in the mouth exhibiting symptoms of pain,
swelling, bleeding and/or elevation of temperature.
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Termination of Convenience:
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4.
A. All medical and/or dental services shall be provided by DOC unless alternate
services are approved by DOC or such services are as a result of a medical
and/or dental emergency.
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B. The Contractor shall notify DOC of any medical/dental emergency
immediately after such emergency or within the first working day after
said emergency occurs.
5. PRIaent for Services:
A. As consideration for such services as outlines above, DOC agrees to pay
to pay the Contractor the sum of $ 30.50 per inmate per #day, excluding the
day of arrival.
B. DOC shall not be liable for dnd shall not pay the Contractor for any
expenses not herein expressly provided for.
The contractor has a minimum number of 35 inmates that it will accept. Should
the number of inmates fall below thi~ number-And remain at that level for more
than 30 days, the Contractor may at his option, waive the minimum number or give
notice of his intent to terminate the contract pursuant to paragraph 6 below.
D. This contract is for an indefinite number of inmates and days. DOC
makes no representations or guarantee that any number of inmates will be
housed by the Contractor for any amount of time.
. 6.
Either party may terminate this agreement at any time by giving written notice
to the other party of such termination and specifying the effective date thereof
at
1.2 NDCA agrees to deliver such inmates to the Office of the State Fire Marshal
not later than 8:00 o'clock am. each morning and The Office of the State Fire
Marshal agrees to have the inmates So delivered available for return to NDCA not
later than 5:00 O'clock p.m.
THIS AGREEMENT made and entered into thi3lidday of 1~ Ili 9 199~7. by and
between the State of Oldahoma, Office of the State Fire Marshal add New
DirectIF0-n Centers of America (NDCA).
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WITNESSETH
WHEREAS, The Office of the State Fire Marshal is in need of a method or means of
transporting Department of Corrections irunates from NDCA to its location at
4545 N. Lincoln Blvd., Oklahoma City, OK; and,
WHEREAS, NDCA has the means of transporting such inmates pursuant to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the sums herelilatter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:
Terms and Conditions.
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NDCA agrees to transport not more than fifteen (15) inmates From NDCA to the
State Fire Marshal's location and Return On a daily basis.
1.3 The Office of the Stafe Fire Marshal will pay to NDCA the sum of $1.50 per
round trip per day for transporting the inmates. Round Trips shall not exceed
two (2) trips per day.
1.4 NDCA will invoice the State Fire Marshal's Office in a form satisfactory to
the State Fire Marshal's Office on a monthly basis for the described
transportation services.
2. Representations and Warranties.
2,1 The State Fire Marshal's Office represents and warrants that it has The
power and authority to enter into this agreement and that this affeement
is not in violation of any ordinance, regulation or statute governing
the City. State or its operation.
2.2 The State Fire Marshal's Office represents and warrants that any inmates
who it will r~quest that NDCA transport will be those who have
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Nothing herein shall constitute any warranty or representation by NDCA conceming
the abilities, quality or character of any of the inmates transported by it as
the parties hereto recognize that NDCA's sole Obligation under this agreement is
for the timely transportation of The designated inmates. 0
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been approved by the Department of Corrections to perfonn services for the State
Fire Marshal's Office pursuant to The State Fire Marshal's Office Agreement with
said Departjnent.
3. Terms and Termination,
This Agreement shall be for a period not ir. excess of one (1) year and shall
expire unless extended or renewed on the anni- I versary date of its execution.
is Agreement may upon thirty (30) days written notice be
3.2 Th'
Terminated by either party.
4. Entire Agreement.
4.1 The document shall constitute the entire agreement between the Parties and
shall not be modified except in writing.
THE OFFICE OF THE STATE
FIRE MARSHAL -
BY: - qtjtll~--
NEW DIRECTION CENTERS OF AMERICA
BY
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TUIS AGREEMENT madeand entered into thiodday of' 1997.
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by and between the State of Oklahoma, Office of the State Fire i tars-hal add
New Direction Centers of America (NDCA).
WITNESSETEI
WEDEREAS, The Office of the State Fire Marshal is in need of a method or means
of transporting Department of Corrections irimates from NDCA to its location at
4545 N. Lincoln Blvd., Oklahoma City, OK; and,
WHEREAS, NDCA has the means of transporting such inmates pursuant to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the sums hereinafter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:
Terms and Conditions.
1.1 NIDCA aarees to transport not more than fifteen (15) inmates From NIDCA to
the State Fire Marshal's location and Re-tum On a daily basis.
1.2 NDCA a-crees to deliver such inmates to the Office of the State Fire Marshal
not later than 8:00 o'clock a-m. each morning and The Office of the State'Fire
Marshal agrees to have the inmates So delivered available for return to NTDCA
not later than 5-00 O'clock P.M.
1.3 The Office of the State Fire Marsfial Will pay to NDCA the sum of 5 1.50 per
round trip per day for transporting the inmates. Round Trips shall not exceed
two (2) trips per day.
1.4 NDCA will invoice the State Fire N/farshal's Office In a form satisfactory
to the State Fire Marshal's Office on a monthly basis for the described
transportation services.
2. Representations and Warranties.
,)Il The State Fire Marshal's Office represents and warrants that it has The
power and authority to enter into this agreement and that this aareement is not
in violation of any ordinance, regulation or statute governing the City. State
or its operation.
The State Fire Marshal's Office represents and warrants that any i . nmates who
it.will request that NDCA transport will be those who have
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THE OFFICE OF THE STATE FIRE INLUISHA17
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been approved by the Department oCCorrections to perform services for the State
Fire Marshal -s Office pursuant to The State Fire t\vlarshal's Office Agreement
with said Department.
Nothing herein shall constitute any warranty or representation by NDCA
concerning the abilities, quality or character of any of the inmates transported
by it as the parties hereto recognize that NDCA's sole Obligation under this
azeement is for the timely transportation of The Isignated inmates.
J. Terms and Termination.
This Agreement shall be for a period not 1r. excess of one (1) year and shall
expire unless extended or renewed on the anniversary date of its execution.
This Agreement may upon thirty (330) days written notice be Terminated by either
party.
4. Entire Agreement.
4.1 The document shall constitute the entire a-ozeement benveen the Parties and
shall not be modified except in writiliz
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BY:
NEW DIRECTION CENTERS OF AMERICA
BY:
NDCA agrees to deliver such inmates to the Office of the State Fire Marshal not
later than 8:00 o'clock a.m. each morning and The Office of the State Fire
Marshal agrees to have the inmates So delivered available for return to NDCA not
later than 5:00 O'clock P.M. The Office of the State Fire Marshal will pay to
NDCA the sum of $1.50 per round trip per day for transporting the inmates. Round
Trips shall not exceed two (2) trips per day. The State Fire Marshal's Office
represents and warrants that it has The power and authority to enter into this
agreement and that this ap-reement is not in violation of any ordinance,
regulation or statute governing the City. State or its operation.
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THIS AGREEMENT made and entered into this day of .9199 - .
by and between the State of Oklahoma, Office of the Staie-Pire Marshal and New
Direction Centers of America (NDCA).
WIT-NESSETH
WHEREAS, The Office of the State Fire Marshal is in need of a method or means of
transporting Department of Corrections inmates from NDCA to its location at 4545
N. Lincoln Blvd., Oklahoma City, OK; and,
WHEREAS, NDCA has the means of transporting, such inmates pursuant to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the sums hereinafter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:
Terms and Conditions.
1.2
1.3
NDCA agrees to transport not more than fifteen (15) inmates From NDCA to the
State Fire Marshal's location and Return On a daily basis.
1.4 NDCA will invoice the State Fire Marshal's Office in a form satisfactory to
the State Fire Marshal's Office on a monthly basis for the described
transportation services.
2. RepresentatignN and Warranties.
2,1
2.2 The State Fire Marshal's Office represents and warrants that any inmates
who it will request that NDCA transport will be those who have
Nothing herein shall constitute any warranty or representation by NDCA
concerning the abilities, quality or character of any of the inmates transported
by it as the parties hereto recognize that NDCA's sole Obliuation under this
agreement is for the timely transportation of The ~esignated inmates. I I This
Agreement shall be for a period not in excess of one (1) year and shall expire
unless extended or renewed on the anni versary date of its execution.
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been approved by the Department of Corrections to perform services for the State
Fire Marshal's Office pursuant to The State Fire Marshal's Office Agreement with
said Qepartment.
3. Terms and Termination.
This Agreement may upon thirty (30) days written notice be Terminated by either
party.
4. Entire Agreement.
4 1 The document shall constitute the entire agreement between the
Parties and shall not be modified except in writing.
THE OFFICE OF THE STATE FIRE MARSHAIL
BY:
NEW DIRECTION CENTERS OF ATMERICA
BY:
EXHIBIT D
LICENSES AND PERMITS
Accreditation from American Correctional Asssoication
Certified Alcohol and Drug Abuse Treatment Program
Oklahoma Department of Mental Health and Substance Abuse Services
Oklahoma State Department of Health License
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Commission On Accreditation For Cuirections
and the
American Correctional Association
awards
.-DITA
AMERICAN CORRECTIOPM ASSOCIATION to '1 1 1j4v New Direction Founbation, Inc.
A
New Direction Centers of America
0aahoma Cit~, okfafioma
1998-2001
an Muft Communit~ Resiaentict(Service
presented this lotfi -day of August 1998
0WWCR
COfiQISS*N CHAWMAN
,CIRE(~M STA14DARDS ANOILCIMMAILIN
in recognition of the attainment of excellence in the operation of
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Oklagma Slate Department QUental Health &
Substance Abuse gervices
MF--NTAI- HE N
A U 1-1 A 11-
RV I CF-S
SLJ13STANcr- APuysr-.SV-
Certified Alcohol and Drug Abuse,,
Treatment Program
THIS IS TO CERTIFY THAT
NEW DIRECTION CENTERSbF AMERICA
Meets the Standards and Criteria for an Alcohol and Drug Abuse Treatment Program
as prescribed by the Alcohol and Drug Abuse Prevention, Training, Treatment and
Rehabilitation Authority as vested in the Oklahoma State Department of Mental
Flealth and Substance Abuse Services by Section 3-415, Oklahoma Statutes 43A,
1986.
DMHSAS Certification 499-1138AD
March, 2002
Expiration Date
A.
Al'
~ I TO.
CertificaUon Numbor 067
Has been approved to provide
SERVICES FOR-DRINKING DRIVEROFFENDERS;:"~
From: QZ/18/98
Administrator.
EXPIRATION DATE 12/u5/99
LICENSE OKLAHOMA STATE DEPARTMENT OF HEALTH ESTABLISHMENT
1000 NE 10th Street NUMBER
Oklahomn City, OK 73117-1299 55 0016043
ISSUED FOR (4050) 271-5243
RECEIPT NO. FEE
042148 $00-ou
LICENSE NOT TRANSFERRABLE
OWNERS/OPEBATORS NAME:
UEW DIRECTION CYR Of AMERICA
if .
.1.
45 IF FOOD SERVICE5
NEW DIRECTION CENTER OF AMERIC
3115 N LINCOLN
OKLA CITY OK 73105
LICENSE~ MUST BE POSTED
DATE ISSUED 12/05/98
ESTABLISHMENT
NEW DIRECTION CENTER OF AMERIG
3115 N LINCOLN
OKLA CITY UK 73105
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J.R. Nida, M.D.
STATE COMMISSIONER OF HEALTH
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Name: New Direction Centers of America
EXHIBIT E
INTANGIBLES
EXHIBIT F
LIST OF MEMBRS OF NEW DIRECTION CENTERS OF AMERICA, L.L.C. AND
HORIZON LODGES OF AMERICA, INC.
Members of New Direction Centers of America, L.L.C.:
CCI-LLC
P 0 Box 720147
Norman, OK 73072
Fausta Bish
440 N Hill
Hobart, OK73651
Randall Brown
250 Holly Circle
Noble, OK 73068
Calvin Craft
6715 N Prospect
Oklahoma City, OK 73111
R C Cunningham Family Revocable Trust
2680 W 1-40 Service Road
Oklahoma City, OK 73108
Jack Doolittle
5201 SE 58h Place
Oklahoma City, OK 73135
William Francis
6231 NW 63 d Suite F
Oklahoma City, OK 73132
Saquita Frazier
12432 Trail Oak Drive
Oklahaoma City, OK 73120
Robert Graham
829 NW 69"
Oklahoma City, OK 73116
Ashley Properties
1432 SE 24h Street
Norman, OK 73071
Velma Hubbard
3600 N Forest Park Drive
Oklahoma City, OK 73121
Talbot Investment Co
5929 N May
Oklahoma City, OK 73112
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Exhibit F
Page 2
David Talbot, 111; Talbot Investment Co
5929 N May
Oklahoma City, OK 73112
David Talbot, SR.
2713 Elmhurst
Oklahoma City, OK 73120
Douglas Wall, Attorney at Law
216 E Eufala
Norman, OK 73069
Donita Reeves
417 Dauphin
Edmond, OK 73034
Horizon Lodges of America, Inc.:
Sole Stockholder:
Timothy R Moore
10800 S Timberline Drive
Norman, OK 73071
EXHIBIT "G"
Amendment of Purchase Agreement
Between
ND Acquisition, Inc.
New Direction Centers of America, LLC
Dated March 5, 1998
Date of said agreement is March 3, 1998. Effective date for accounting purposes
is June 1, 1998.
Liabilities to be assumed under section 2.01 (c) are as follows effective May
31, 1998:
Accounts Payable ........................ $ 189,669.35
Accrued Rent ............................ $ 14,000.00
Accounts Payable IRS 940 ................ $ 1,933.62
Accounts Payable IRS 941 ................ $ 31,620.86
Accounts Payable OTC ITW ................ $ 4,245.74
Accrued Interest ........................ $ 3,113.52
Note Payable First Enterprise 15588 ..... $ 25,212.34
Note Payable First Enterprise 15259 ..... $ 3,525.15
Note Payable First Enterprise
(Mortgage Horizon Lodges of America, Inc. $ 602,508.28
Note Payable RC Cunningham .............. $ 227,000.00
Note Payable RC Cunningham .............. $ 91,268.71
Note Payable CR, LLC .................... $ 8,000.00
Note Payable Talbot ..................... $ 4,090.00
Assumption of Royalty agreement dated April 7,1997. between New Direction
Centers of America, L.L.C. and Hal Ruppert, Barbara Ruppen, and George Ruppert,
individuals. Accepted this 5th day of March, 1998
ND ACQUISITION, INC. NEW DIRECTION CENTERS OF AMERICA, L.LC
By S/ By S/
R.C. CUNNINGHAM, PRESIDENT RONNIE M. ALEXANDER, SR., MANAGING PARTER
By S/
By S/
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