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HomeMy WebLinkAboutOASIS MANAGEMENT SYSTEMS INC Agreement for Inmate Commissary Service THIS AGREEMENT, MADE THIS 25th DAY OF MAY 2005 by and between Oasis Management Systems, Inc., a Georgia Corporation, with its principal offices located at 5320 Lake Pointe Center Drive, Suite A, Cumming, GA 30041 (hereinafter referred to as "Oasis") and the Richmond County Correctional Institute of Augusta, GA (hereinafter referred to as "Client"). 1. RIGHT AND TERM. Oasis is hereby given and granted the exclusive right to operate all commissary services on the premises of the Richmond County Correctional Institute of Augusta, GA extending from this date for five additional years. All profits or losses from the inmate commissary operations will be for Oasis' account. Either party may terminate mis Agreement without cause upon (90) ninety days prior written notice. The term of this agreement will commence upon the execution hereof and will continue in force until June 1st, 2010. Thereafter, ifboth parties agree, this agreement will automatically renew for additional one-year terms until terminated by either party upon written notice at least (30) thirty days prior to termination or annual renewal. Oasis will be entitled to withhold any amounts due to Client any past due monies owed to Oasis by Client. '" ,. '.. 2. RELATIONSHIP OF PARTIES. The parties intend that Oasis will be an independent contractor to Client. Nothing herein will be construed to create a partnership, joint venture or agency relationship between the parties, and neither will have the authority to bind the other in any respect. 3. DUTIES OF OASIS. (a) Inmate Commissary. Oasis will provide weekly inmate commissary service to inmates of Richmond County Correctional Institute. (b) Compliance with Laws and Obtaining Licenses. Oasis will comply with all applicable ordinances, laws, and regulations pertaining to the operations covered by this Agreement and will obtain licenses. (c) Property Insurance. Oasis will maintain insurance policies and client will maintain insurance on its premises, including all Client's property contained therein; for loss or damage by fITe or other casualties. Each party hereby waivers its respective rights of recovery, including subrogation, against the other's property as a result of fITe or other casualties normally covered under standard broad fonn property insurance. (d) Insurance. Oasis will maintain in force at all times during the term hereof; worker's compensation insurance and public liability insurance. 4. TERMINATION. If either party fails to perform its obligations under this Agreement, the non- defaulting party may terminate this agreement upon (30) thirty days prior written notice. If the default is remedied within a (30) thirty-day period, the non-defaulting party will have the right to terminate Agreement upon the expiration of an additional (30) thirty days. 5. TITLE OF SOFTWARE. Oasis will use the facilities current inmate accounting program (DSI). Oasis will also pay the annual DSI support fee, which provides upgrades and support. 6. WORK PERFORMED. This account will be serviced from an off-site distribution center. 7. REMOVAL OF PROPERTY. Within thirty (30) days after the termination of this Agreement, Oasis will remove its property from Client's premises, if any. Client will payor cause the successor contractor to pay to Oasis, on termination date, all charges for the removal of the property and the unamortized balance of improvements as specified in Exhibit A, at which time title to the improvements will vest in Client. 8. NONDISCRIMINATION. The parties shall comply with all applicable statutes, rules and regulations prohibiting discrimination and promoting equal employment opportunities for qualified individuals. 9. SAFETY STANDARDS. Oasis will ensure that all of its employees will maintain proper sanitary practices. Client will be allowed to do background checks in pre-qualifying Oasis employees. 10. RECORDS. Oasis agrees it will keep an accurate record of all sales in connection with the operation of the commissary and will permit Client to examine such records during normal business hours upon reasonable notice to Oasis. 11. CONTINGENCIES. Neither party will be liable for any nonperformance, in whole or part, of its obligations under this Agreement caused by the occurrence of any contingencies beyond the control of the party such as war, sabotage, insurrection, riot or other acts of civil disobedience, acts of third parties not within the control of the party, shortages of fuel, failures of power, accidents, fITes, explosions, floods, or other acts of God. In the event that any contingency occurs, the party whose performance is affected will have a reasonable time in which to resume performance. 12. CHANGE OF SCOPE. In the event the Client adopts a policy of charging inmates for their stay, Oasis may, at its option, terminate this Agreement upon ten (10) days prior written notice to Client if the parties do not mutually agree to adjust fmancial arrangements within ten (10) days after written notice to Client. 13. INDIGENT PACKAGES. Oasis agrees to provide indigent packages to Client at an agreed upon price. This cost will be deducted from Client's commission. Oasis agrees to provide Client with all indigent billing information. 14. NEW PRODUCTS, PROGRAMS, PRICING. Client must review any and all new products and/or specialty programs before being placed on menu or into service. Oasis agrees to provide client adequate documentation to support commissary price increases. Adequate documentation may be considered to be Oasis supplier invoices for the specific item to be increased. 15 . WAIVER. The failure of either party to enforce any term of this Agreement on one or more occasions will not constitute a waiver of the right to enforce such or any other term on any other occaSIOn. 16. MODIFICATION. No modification of any of the terms and conditions of this Agreement will be effective unless such modification is expressed in writing and signed by the party against whom enforcement is sought. 17. ENTIRE AGREEMENT. This Agreement and the Exhibits hereto contain the entire understanding of the parties with respect to the subject matter hereof 18. BINDING EFFECT. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors, assigns, and representatives. 19. NOTICE. Notice means written notice, by certified mail or verified facsimile or personally delivered, to the address as either party may designate for itself by written notice to the other. 20. FINANCIAL ARRANGEMENTS. (a) Commissions to Client: Oasis will pay Client an amount of Net Sales equal to 23.0%. "Net Sales" is defmed as total commissary sales minus any applicable taxes, licenses, postal products, and refunds. Oasis also agrees to continue the annual payment of$3615 to DSI for software support and upgrades. (b) Accounting and Reporting. After the end of each week, Oasis will submit a report of Net Sales and an itemization of the Client Commission during the preceding week period. Client agrees to pay Oasis weekly for all items purchased tlrrough the Inmate Commissary. An interest rate of 1 1/2 % will be assessed to all accounts in excess of thirty days. (c) Offset. Oasis will be entitled to withhold from any amounts due to Client any past due amounts owed to Oasis by Client. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in the day and year frrst above written. OASIS MANAGEMENT SYSTEMS, INC. BY J11;,k ~k 5~S~~ DATE: ~ BY DATE: AUGU ~YBY: As \--l