Could Aroostook County contract with a private corporation to operate and manage its county jail without new legislation?

Plain-English summary

In 1986, the Maine Attorney General concluded that Aroostook County could not contract with a private corporation to operate and manage its jail without additional legislation. The proposed five-year agreement was beyond the county's legal authority and therefore a nullity.

Maine's statutory structure split jail responsibilities between county commissioners and the sheriff. Commissioners handled the jail building, supplies, pay, and certain personnel oversight, but the sheriff had custody and charge of the jail and had to keep it personally or through a deputy jailer.

The private company's employees would answer to the corporation rather than the sheriff, displacing the sheriff's final operational authority. The opinion found that neither commissioners nor the sheriff could transfer those statutory functions to a private corporation unless the Legislature first changed the law.

Currency note

This opinion was issued in 1986. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Common questions

Who controlled a county jail under the law discussed in the opinion?

The county commissioners had financial, facility, supply, and specified personnel duties. The elected sheriff had custody and operational charge and was required to keep the jail personally or through a deputy.

Why could the commissioners not sign the management contract?

They had no authority to impair or replace the sheriff's statutory functions. The agreement would put daily jail operations under employees answerable to a private corporation.

Could the sheriff alone have contracted with the company?

No. The opinion read section 1701 to require the sheriff to keep the jail personally or through a deputy and found no authority to transfer that function to a corporation.

What would have made a private management contract possible?

The opinion said legislative action amending existing law had to come first.

Background and statutory framework

Aroostook County commissioners signed a December 1986 management agreement with Pricor Incorporated for private operation of the county jail beginning in February 1987. The sheriff also signed, although the agreement's operative terms did not give his office a role.

The opinion analyzed the county's duties under title 30, the sheriff's constitutional office, and Sawyer v. County Commissioners. It concluded that the statutory allocation of jail authority excluded private operational control.

Citations and references

• 30 M.R.S.A. § 1701
• 30 M.R.S.A. § 1124
• 30 M.R.S.A. § 1854
• 30 M.R.S.A. § 304
• Me. Const. art. IX, § 10
• Sawyer v. County Commissioners, 116 Me. 408, 102 A. 226 (1917)

Source

• Landing page: https://www.maine.gov/legis/lawlib/lldl/agops/agops.htm
• Original PDF: https://lldc.mainelegislature.org/Open/AG/Opinions/1986/ag_19861222.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain — the linked PDF is authoritative.

86-22

JAMES E. TIERNEY
ATTORNEY GENERAL

ST ATE OF MAINE
DEPARTMENT OF THE ATTORNEY GENERAL
STATE HOUSE STATION 6
AUGUSTA, MAINE 04333

December 22, 1986

Honorable John L. Martin
Speaker, Maine House of Representatives State House Augusta, Maine 04333 Dear Speaker Martin:
You have asked, by letter dated December 18, 1986, whether the county commissioners and sheriff of Aroostook County may enter into a contract with a private corporation for the- operation and management of the Aroostook·county Jail for a period of five years beginning February 1, 1987, without additional legislative authority. Representative Edward A. McHenry has also made an informal inquiry. For the reasons which follow, it is Opinion of this Department that, under current Maine law, neither the county commissioners nor the sheriff may validly contract with a private corporation for the operation and management of a county jail.i/ It is apparent from the existing statutory scheme that the Legislature did not intend to permit such private operation and management. Accordingly, the Aroostook contract is ultra vires and a legal nullity. The execution of a valid contract would have to be preceded by legislative action to amend existing law.

i/ This Opinion is in accord with the advice already tendered to the county commissioners by the District Attorney for Aroostook County. 2 -

I, The Aroostook Contract
The contract in view here, entitled "Management Agreement," and attached hereto, was entered into on December 9, 1986 "between the Aroostook County Commission (the 'Contracting Authority') and Pricer Incorporated, a Tennessee corporation (the 'Company')." . See Preamble. The contract was signed by Pricer's chairman, by two county commissioners and by the Aroostook County sheriff.llThe preamble to the contract recites that "the Contracting Autho.ri ty is charged with the responsibility for operation and management of the Aroostook County Jail . . . and . . . desires to have [the jail] operated and.managed by a professional correction facilities management company", namely, Pricor. Accordingly, the agreement sets forth the conditions upon which Pricor is to operate and manage the jail. See Article 1.
The conditions governing Pricer's operation and management of the jail are enumerated in Article 2.2, and in various other provisions of the agreement. Among other things, Pricer is generally requi~ed to accept detainees presented by 'the Contracting Authority', but may in its discretion refuse detainees on various medical grounds, where the accompanying documentation is not "acceptable to the Company", or where the admission would result in a population exceeding the jail's 'design capacity'. Article 2.2(a) .. Pricor· is further required to provide "security and supervision" (Article 2.2(c)); to maintain property used in operating the jail (Article 5.4); to provide.adequate staff (Article 5.7.1); to appoint a Facility Administrator to manage day-by-day operations (Article 5.7.4); and to provide food service and health care (Articles 5.10 and 5.11). Pricer is also responsible for the issuance of a comprehensive and detailed outline of the programs, policies and procedures in accordance with which it proposes to operate and manage the jail (Article 2.1), and for the adoption of written policies and procedures governing a detainee record system (Article 5.2).~/

~/ Although the sheriff's signature appears on the instrument, neither he nor his office receive any mention in the body of the agreement. 1/ It should perhaps be noted that, quite apart from the legal questions discussed below, the contract appears to have been entered into in violation of 30 M.R.S.A. § 304, requiring that contraGts for services in excess of $1,000 be put out to competitive bid.
 - 3 -

II. The Statutory Structure
Maine law requires that counties provide detention facilities .. 30 M.R.S.A. § 1124. To discharge this responsibility, the commissioners of each county may elect to provide a jail building in the county's shire town, and where they do, they are required to keep the building in proper repair. 3o·M.R.S.A. § 301.!/ The commissioners are further directly responsible for procuring all necessary supplies for county jails, "to be furnished and purchased under their direction and at the expense of the [county]." 30 M.R.S.A.
§ 1854, Moreover, the commissioners are invested with supervisory authority with regard to certain jail personnel matters. All appointments and dismissals of subordinate assistants and employees at county jails are subject to the prior approval of the commissioners or the c-ounty personnel board, if any, 30 M.R.S.A. §§ 64-A, 1701, 1854. In cases of suspension or disciplinary action, the commissioners or personnel board may, at the request of the affected subordinate, investigate the circumstances, and are empowered to reinstate him with no loss of pay, rights or benefits where they find the action to have been unwarranted. 30 M.R.S.A.
§§ 64-A, 1701. Finally, the commissioners are called upon to fix the pay of the jailer (i.e. the sheriff's deputy) and all his subordinates. 30 M,R,S,A. § 1701, But the commissioners are not entrusted with the operation and management of the county jail. Where a county provides a jail within its own territorial confines, as does Aroostook County, the county sheriff, by law, has custody and charge of that jail. 30 M.R.S.A. § 1701, The provision cited further requires that the sheriff "shall keep [the jail] himself, or by his deputy as jailer, master or keeper." Id. The keeper (whether the sheriff or his deputy) is responsible for appointing all subordinate assistants and employees at the jail. Both the keeper and his subordinates may be deputy sheriffs; all subordinates are appointed for the same service periods as those prescribed by law for deputy sheriffs. Id.; and~ 30 M.R.S,A. § 951,

!/ Counties are required to provide detention facilities -in one of three ways -- ( 1) "within the county";
(2) "by contract with another county, outside the county"; or
(3) pursuant to an intercounty agreement to provide consolidated detention facilities.
30 M.R.S,A. § 1124.
 4 -

The provision and operation of county jails are thus· closely regulated by statute, with the county commissioners generally charged with the decision as to whether to provide a building within the county, as well as certain duties with · regard to supply and personnel matters, and the sheriff being made responsible for operation and management of the jail, if established within the county.
III. The Legality of the Aroostook Contract As indicated.above, the Ar6ostook contract provides that the operation of the jail be conducted by a private corporation, and contemplates "the deputization . . . of the Company's employees." See Articles 5,8, 6.3.3, These so-called deputies, however, would not be answerable to the sheriff, but rather, first, to the corporation and, ultimately (in some areas), to the county commissioners. Thus, the effect of the entire contract is to exclude the sheriff altogether from his statutory position as the final authority in matters affecting operation and management of the jail.~/ The county sheriff is an elected constitutional officer who is entrusted by law with the custody of the jail and the prisoners confined there, whether- in his own person, or in the person of a deputy subject to his direction. Me.Const.Art. IX § 10; Sawyer v. County Commissioners,~/ 116 Me. 408,.411-412, 102 A. 226 (1917}; 30 M.R.S.A .. § 1701. The county commissioners do not have custody of the jail or prisoners. Sawyer, 116 Me. at 412. They are, essentially, the county's financial officers·. Id. at 411. Nowhere are they empowered as such to enter upon a contract which necessarily results in the impairment of the sheriff's statutory functions. The commissioners can no more contract for the operation of the jail by a private corporation than they could contract for the

~/ It is true that the contract does provide that the corporation's "authority shall be limited by applicable law." See Article 2.2(b}. It cannot be seriously contended, however, that this phrase, by itself, operates to confer operating authority on the sheriff.
~/ "The office of sheriff is one of the oldest known to the common law. It is inseparably associated with the county. He is the chief executive officer of the state in his county. The office of sheriff is recognized in the earliest annals of English law. It is much older than Magna Charta
. . . . In this state the sheriff is a constitutional officer," Sawyer, 116 Me. at 411.
 - 5 -

employment of a jail physician in Sawyer. Id. at 413. ~•The exercise of such authority is in utter conflict with the responsibility which is placed upon the sheriff by [30 M.R.S.A.
§ 1701] . It establishes a divided authority " Id.
Thus, the Aroostook County Commissioners had no legal authority to enter into the contract at issue here. Moreover, even if the contract were between the sheriff himself and the private corporation, the difficulty would not be resolved. As noted above, the sheriff is required to "keep [the jail] himself, or by his deputy" (emphasis added), 30 M.R.S.A.
§ 1701. Without specific authority, a sheriff cannot validly contract to renounce any portion of the functions which ·he fulfills pursuant to this provision in favor of a private corporation.1/ Finally, the Aroostook contract is inconsistent with the statutory scheme in other areas. Where the statute gives the jailer (i.e. the sheriff or his deputy) the authority to appoint "all subordinate assistants and employees", there can be no doubt that the Legislature intended these subordinates to be employees of the county, not of an independent contractor. See 30 M.R.S.A. § 1701. Any other reading puts an intolerable strain on the statut-0ry language.- The Legislature clearly did not intend, for example, to require the county·cornmissioners to fix the pay of employees of.a private corporation. See id.,· and see 30 M.R.S.A. §. 64-A.
It is thus apparent from the overall statutory configuratfon that the Legislature did not contemplate the possibility that a county might contract out the operation and management of its jail to a private corporation, and did not intend to permit a county to take that course. Therefore,

1/The legislative history of 30 M.R.S.A. § 1701 is instructive in this regard. Formerly codified at 34 M.R.S.A.
§ 401, this provision was reenacted in modified form by P.L. 1977, ch. 431, S 18. The accompanying Statement of Fact describes the purpose of the bill as the implementation of recommendations put forward by the Joint Select Committee on County Government. L.D. 224, Statement of Fact (108th Legis. 1977). The committee considered and rejected the option of removing the sheriff from his constitutional niche. See Report of the Joint Select Committee on County Government: Study on County Government 14-15, Instead, the committee recommended that the sheriff retain the general administrative authority traditionally vested in him with respect to county law enforcement. Id. at 30-31. y

• 6 -

\ under current Maine law, neither the county commissioners nor the sheriff of a county may validly contract with a private corporation for the operation of a county jail. Accordingly, the Aroostook contract is ultra vires, and a legal nullity.
The execution of a valid contract would have to be preceded by
legislative action.
·
I remain at your disposal should you have any further questions in regard to this matter.

.-c _ _ __
/ /
·"
/
I
TIERNEY
//

JET/vv
General
I/
_/'

cc: Representative Edward McHenry
David V. Bell, Chairman, Arcos. Co. Comm.
Edgar Wheeler, Sheriff, Aroostook County John D. McElwee, D.A., Pros.-Dist. Number 8 Donald L. Allen, Commissioner, Corrections /

MANAGEMENT AGREEMENT

9~
This contract ( the "Agreement" ) is entered into this day of December, 1986, between the Aroostook County Commission (the "Contracting Authority") and Pricer Incorporated, a Tennes~ see corporation (the "Company").
WITNESSETH:
WHEREAS, the Contracting Authority is charged with the responsibility for operation and management of the Aroostook County Jail in Houlton, Maine, (the "Facility"): and WHEREAS, the Contracting Authority desires to have the Facility operated and managed by a professional correction facilities management company; and
WHEREAS, the Contracting Authority desires that the Company undertake the operation and management of the Facility, and the Company desires to undertake such operation and management;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties hereto ~gree as follows:
1. Purpose. The purpose of this Agreement is to provide for the operation and management of the Facility KRiadlxkasxa
~~~k~~~xRU~R~XxRXxiix9~XR*R~~X on the terms and conditions
provided in this Agreement.
2. Actions Contemplated. The Company will operate and
maintain the Facility in accordance with the terms of this
Agreement.
2.1 Development of Programs, Policies and Proce-
dures. The Company will prepare for approval by the Contracting
Authority a comprehensive and detailed outline of its programs,
policies and procedures to govern its operation and management of
the Facility, all of which will (i) comply in all material
respects with policies and procedures of the Contracting Authori-
ty, applicable American Correctional Association (the "ACA")
standards, requirements of the constitution or laws of the State
of Maine or of the United States of America or of any legisla-
tive, executive or administrative rules, regulations or orders
(whether state or federal) or of any legally binding decree,
judgment or order of any court (whether state or federal) and
with applicable local ordinances, rules and regulations,. all as
existing on the date of this Agreement and (ii) comply with
applicable building and fire safety codes and regulations and

PRI210.RHR                    -1-

.....

sanitary and health codes governing like facilities (the require-
ments set forth in (i) and (ii) are collectively the "Legal
Requirements" ) ·
                 2.2 Operation and Management. (a) Admission.
 The Company shall accept for admission to the Facility detainees
 presented by the Contracting Authority to the Company at the
 admission point for the Facility designated by the Company in
 writing; provided, that the Company is not.obligated to accept
 (i) detainees presented for admission to the Facility who, in the
 judgement of the Company, appear to be seriously.ill, injured, or
 otherwise under a serious physical or mental disability without
 documented medical clearance from a licensed medical authority;
 (ii) detainees without documentation acceptable to the Company
 that the detainee is then legally detained and subject to incar-
 ceration and that the placement·of such detainees to the Facility
 has ·been properly authorized; (iii) detainees if the population
 of the Facility would exceed its design capacity after such acceptance
for more than 72 hours.
                 (b) Nondelegation. The Company's authority shall
 be limited by applicable law. This Agreement does not constitute
 a delegation of authority by the Contracting Authority to the
Company of the following: (i) the determination of detainee reLease

/ and parole eligibility dates; (ii) the determ~nation. of and award-
ing of good time credits;. (iii) the approval of .detainees for
work, medical or temporary furloughs or pre-parole transfer; or
(iv) unless the Company's classification and disciplinary poli-
cies and procedures have been approved in advance by the Con-
tracting Authority, the classification of detainees or placement
of detainees in less restrictive custody or more restrictive
custody; or (v) unless the Company's classification and discipli-
nary policies and procedures have·been approved in advance by the
Contracting Authority, the taking of disciplinary actions against
detainees; provided, that the Company may take disciplinary
actions subject in all cases to:
(x) when reasonably practicable, the prior
written approval of the Contracting Authority; or
(y) in exigent circumstances, the verbal approval
of the Contracting Authority or, when necessary, the subse-
quent review and approval of the Contracting Authority. In
either case, such approval shall be reduced to writing as
soon as possible.
(c) Security and Inmate Supervision. The Company
shall provide such security and supervision as is required by
sound correctional practice to maintain the safety, security and
order of the Facility and to protect the safety and well-being of

PRI210.RHR                      -2-

the detainees, staff, visitors and surrounding community. In the
event of a disturbance caused by detainees, or if any security
threat or peril, including an detainee strike, should occur
within the Facility, the Contract Monitor shall be notified
immediately. In the event of any such occurrence, the Company
will cooperate with the Contract Monitor, the Contracting Author-
ity and any appropriate law enforcement authorities __in restoring
order to the Facility.
(d) Discharge. The Company shall discharge
detainees from the Facility only upon express written direction
from the Contracting Authority•or an authorized agent. Such
direction shall be accompanied by the amount of money or other
items due upon discharge, if any, that the detainee is entitled
to receive pursuant to the provisions of applicable law.
2.3 Payments. (a) Reimbursement. As compen-
sation for performance by the Company of its duties under the
terms of this Agreement, the Contracting Authority shall pay the
*
Company $680,000.00 per year ( the "Operational Fee"). Payments
will be made in monthly installments of $ 56,666.67 per month.
The Contracting Authority shall also be
responsible for detainees hospitalized or institutionalized
outside the Facility,-including security therefor. The Contract-
ing Authority shall r~imburse the Company for the expense of
medical care incurred outside of the Facility and for the cost of
all prescription drugs. As used herein, "medical care" means all
types of health related services, including but not limited to
dental, psychological, psychiatric, optical, and chiropractic, as
well as the services traditionally rendered by medical doctors.
(b) Annual Adjustments. Effective on February 1, in
each year, the Operational Fee shall be adjusted to be equal to
the product of the rate· then in effect times xxxxxxxxxxx.x~ the
quotient of the value of the Consumer Price Index as published by
the Bureau of Labor Statistics for the ·immediat·ely proceeding calendar
year over the value of such-indEx for the-next preceding year.

           (c)   Billing. The Company will submit invoices to

the Contracting Authority on or before the second day of each
month for the services performed in the preceding month. The
invoice will specify the Operational Fee. Payment for the ser-
vices invoiced is due and payable upon receipt of the invoice,
but in no event later than eight days after t}:)e date of such
invpice. In the event that the Contracting Authority disputes
any items on the invoice, detailed written notice of such dis-
putes shall be se~t to the Company as soon as possible, but in no
event later than eight days after the Contracting Authority's
*Plus the actual cost of utilities (water, sewer, gas, and electricity
paid by the Company.
PRI210.RHR -3-
I.

  receipt of such inv<;>ice·. Portions of invoiced charges not in
  dispute shall be paid pending resolution of any disputed items.
  Disputes that cannot be resolved within .90 days of notice of
  dispute are to be submitted to arbitration. Any such arbitration
  shall be conducted by a panel consisting of 1 member selected by
  the Contracting Authority, 1 member selected by the Company, and
  a third selected by these 2 panel members. Any determination
  made by this panel shall constitute a final and binding resolu-
  tion of the dispute.                           ·
                  (d) Right to Pledge Payments. The Company shall
  have the right to grant a security interest in this Agreement or
  to pledge to any third party or parties designated by the Company
  any or all of the payments, reimbursement and fees due to it
  under· the terms of this Agreement, and upon receipt of notice of
  any such grant or pledge, the Contracting Authority will acknowl-
  edge the existence thereof and thereafter make payments in
  accordance with the terms of the instrument creating such securi-
  ty interest or pledge.
       3. R~presentations and Warranties of the Company. The
  Company represents and warrants to the Contracting Authority as
  follows:
           3.1 Organization; .Existence; Authority. The Company
 is a corporation duly incorporated, organized and existing in
 good standing under the laws of the State of Tennessee. The
 Company is duly qualified to do business as a foreign corporation
 in good standing in the State of Maine. The Company has full
 corporate power and authority to execute and deliver this Agree-
 ment and to perform its obligations hereunder.
           3.2 Authorization and Enforceability of Agreement.
 This Agreement has been duly authorized, executed and delivered
 by the Company and constitutes a legal, valid and binding obliga-
 tion cf the Company, enforceable in accordance with its terms
 (except that (i) the enforceability of this Agreement may be
 limited by bankruptcy, reorganization, insolvency, moratorium or
 other similar laws of general application relating to the en-
 forcement of creditors' rights and (ii) certain equitable reme-
 dies, including specific performance, may be unavailable).
             3.3 Consents. Except as otherwise disclosed in
   writing to the Contracting Authority, no consents, approvals,
   authorizations or any other actions by any governmental or
   regulatory authority that have not been obtained or taken are or
 - will be required for the execution and delivery of this Agree-
   ment, the Company's operation and management of the Facility or
   the consummation of the transactions contemplated by this Agree-
   ment.


 PRI210.RHR                      -4-

3.4 No Breach. Neither the execution nor the delivery
by the Company of this Agreement, nor the consummation of any of
the transactions herein contemplated nor the fulfillment of, or
compliance with, the terms and provisions hereof, will contravene
the articles of incorporation or by-laws of the Company or will
conflict with, or result in a breach of, any of the terms,
conditions or provisions of, or constitute a default under, in
any way which is materially adverse to the Company, any corporate
.or limited partnership restriction or any bond, debenture, note,
mortgage, indenture, agreement or other instrument to which the
Company is a party or by which the Company is or·may be bound or
to which cUlY of the property or assets of the Company is or may
be subject,llr any Legal Requirements, or will result in the
creation or imposition of a prohibited lien, charge or other
security interest or encumbrance of any nature upon any property
or asset of the Company under the terms of any such restriction,
bond, debenture, note, mortgage, indenture, agreement, instru-
ment, law, order, rule or regulation.
3.5 No Default. No event of. defau·lt or event which,
with notice or lapse of time or both, would constitute an event
of default or a default under any agreement or instrument to
which the Company is a party or by which the Company is or may be
bound or to which any of the property or.assets of the Company is
or may be subject, and which would have a material adverse effect
on the Company or which would impair its ability to carry out its
obligations under this Agreement has occurred and is continuing.
3.6 No Litigation. Except as set forth herein there
is no action, suit, proceeding or investigation at law or in
equity before or by any court or governmental agency or body
pending or threatened, wherein an adverse decision, ruling or
finding would materially and adversely affect the transactions
contemplated by, or the validity or enforceability of, this
Agreement.
4. Representations and warranties of Contracting Authority.
The Contracting Authority represents and warrants to the_Company
as follows:
4.1 Existence; Authority. The Contracting Authority
is duly created and existing pursuant to the provisions of
applicable Maine Law; there are no proceedings pending or, to the·
knowledge of the Contracting Authority, threatened, seeking the
dissolution of the Contracting Authority, or the termination of
its existence. The Contracting Authority has full power and
authority to execute and deliver this Agreement, to perform its
obligations hereunder and to engage in the transactions contem-
plated by this Agreement.

PRI210.RHR -s-
 . 4.2 Authorization and Enforceability of Agreement.
This Agreement has been duly authorized, executed and delivered
by the Contracting Authority and constitutes a legal, valid and
binding obligation of the Contracting Authority, enforceable in
accordance with its terms (except that (i) the enforceability of
this Agreement may be limited by bankruptcy, reo·rganization,
insolvency, moratorium or other similar laws of general applica-
tion relating to the enforcement of creditors' rights and
(ii) certain equitable remedies, including specific performance,
may be unavailable).
4.3 Consents. Except as otherwise disclosed in
writing to the Company, no consents, approvals, authorizations or
any other actions by any governmental or regulatory authority
that have not been obtained or taken are or will be required for
the execution and delivery of this Agreement, the Company's
operation and management of the Facility or the consummation of
any other transactions contemplated by this Agreement.
4.4 No Breach. Neither the execution nor the delivery
by the Contracting Authority of th~s Agreement, nor the con-
summation of ariy of the transactions herein contemplated nor the
fulfillment of, or compliance with, the terms and provisions
hereof, will contravene ·the Contracting Authority's statutory
authority or will conflict with, or result in a breach of, any of
the Legal Requirements.
4.5 No Default. No event of default or event which,
with notice or lapse of time or both, would constitute an event
of default or a default under any agreement or instrument to
which the Contracting Authority is a party or by which the
Contracting Authority is or may be bound or to which any of the
property or assets of the Contracting Authority is or may be
subject, and which would have a material adverse effect on the
Contracting Authority or which would impair its ability to carry
out its obligations under this Agreement has occurred and is
continuing.
4.6 No Litigation. Except as set forth herein there
is no action, suit, proceeding or investigation at law or in
equity before or by any court or governmental agency or body
pending or threatened, wherein an adverse decision, ruling or
finding would materially and adversely affect the transactions
contemplated by, or the validity or enforceability of, this
Agreement.
4.7 Disclosure of Applicable Court Orders. As of the
date of this Agreement, the Contracting Authority ·has disclosed
in writing to the Company all of the Legal Requirements and all
existing, threatened or pen~ing actions, suits, proceedings,

PRI210.RHR -6-
investigations and court orders, decisions, stipulations, consent
orders and consent decrees to which the Contracting Authority is
or may be subject that will be applicable to the operation and
management of the Facility.
. · 4.8 Legal Incarceration. Each detainee presented to
the Company at the admission point will be legally incarcerated
by the Contracting Authority •. This representation shall be
deemed to have been remade at the time any detainee is presented
to the Company for admission to the Facility. ·
5. Covenants of the Company. The Company covenants with
the Contracting Authority that:
5.1 Compliance with Law. The Company will use all.
reasonable efforts to cause its operation of the Facility to
conform in all material respects to the Legal Requirements. A
permanent employee of the Company will.be designated to inspect
the Facility regularly for compliance with the Legal Require-
ments. Records of such inspections and action taken, if any, to
comply with inspection findings will be kept on file at the
Facility and at the Company's headquarters, and a copy shall be
promptly sent to the person designated to receive such records by
the Contracting Authority.
· 5.2 Reports and Records. The Company will adopt and
implement written policies and procedures to govern a detainee
record system. Information contained in detainee records shall
be consistent with that required by applicable ACA standards and
the requirements of the Contracting Authority. All detainee
information shall be considered confidential and subject to
release or disclosure only (i) as required by law, (ii) in
compliance with the order of a court having jurisdiction, (iii)
in defense of any proceeding to which the Company or its employ-
ees or agents are a party, (iv) to the Contracting Authority, (v)
to a state or governmental agency expressly authorized in writing
by the Contracting Authority to be permitted access to such
records or (vi) to physicians or other health care providers for
use in treatment. ·
The Company will maintain records of all significant
activities related to operation of the Facility. These Facility
records shall be available for review by the Contracting Authori-
ty.
The Company will immediately notify the Contract
Monitor in the event of an unusual occurrence or incident as such
events are defined by the Contract Monitor in writing and will
thereafter as soon as practicable furnish written notification of
such occurrence or incident.

PRI210.RHR -7-
 5.3 Payment of Taxes and O~her Claims. The Company
will pay or discharge or cause to be paid or discharged before
the ~ame shall become delinquent, (1) all taxes, assignments, and
governmental charges levied or imposed upon it or upon its
income, profits, or property, and (2) all lawful claims for
labor, materials, and supplies which, if unpaid, might by law
become a lien upon the Facility; provided, however, that the
Company shall not be required to pay and discharge or cause to be
paid and discharged any such tax, assessment, governmental
charge, or claim to the extent that the amount, applicability, or
validity thereof shall currently be contested in·good faith by
appropriate proceedings and the Company shall have established
and shall maintain adequate reserves on its books for the payment
of the same.
5.4 Maintenance of Properties. The Company will cause
all its properties used or useful in the operation of the Facili-
ty to be maintained and kept in good condition, repair, and
working order and supplied with all necessary equipment, ordinary
wear and tear, casualty, condemnation, and acts of God excepted;
provided, however., that nothing in this Section shall prevent the
Company from discontinuing the-operation and maintenance of any
of its properties if such discontinuance is, in the judgment of
the Company, de.sirable in the operation of the Facility and not
disadvantageous in any mat~rial respect to the Contracting
Authority. ·
5.S Legal Existence. Subject to Section 12.4, the
Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its legal existence,
rights (charter and statutory), and franchises; provided, howev-
er, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation
thereof is no longer desirable in the operation of the Facility
and that the loss thereof is not disadvantageous in any material
respect to the Contracting Authority.
5.6 Insurance. The Company will establish and main-
tain an adequate plan of insurance, which may include self
insurance, including insurance against civil rights violations,
covering the Company, its officers, employees and agents for all
liability claims caused by or arising out of the
operation, maintenance and management of the Facility. Such plan
of insurance shall in the judgment of the Company be adequate to
provide coverage to cover the Contracting Authority for claims
caused by or arising out of the Company's operation, and manage-
ment of the Facility.
5.7 Employment Matters. The Company wil°r observe the
following policies with respect to its employees:

PRI210.RHR -8-
' :

               .      5.7.1 Staffing. The Compa·ny will provide ade-
     quate staff.. for the operation of the Facility in accordance with
     the Legal Requirements and the programs, policies and procedures
     governing the operation and management of the Facility by the
     Company.
                   5.7.2 Employment Policy. The Company's recruit-_
    ment, selection and employment of all personnel shall con~orm to
    the rules and regulations of the Equal Employment Opportunity
    Commission. The Company will adopt and implement a
    non-discriminatory policy with respect to handicap, race, color,
    religion, sex, age and national origin. A notice evidencing the
    Company's adoption and commitment to this policy shall be posted
    in a conspicuous location ~t the Facility.
                     5.7.3 Personnel. The Contract Monitor will be
     provided copies of the applications of all prospective employees.
     Upon stating reasonable grounds, the Contracting Authority shall
     have the_right to request that any applicant be denied employment
     or -that the employment of any person at the Facility be terminat-
     ed. The Company will perform a routine reference check on all
     applicants prior to their employment. Results of the Company's
    .routine reference checks shall be made available to the Contract-
     ing Authority. The Company hereby assumes all responsibility for
     employee benefits, including medical insurance, life insurance,
     workman's compensation insurance, and other benefits.
                   5·. 7. 4 Administration. The Company will appoint a
    Facility Administrator to manage on-site the day-to-day operation
    of the Facility. The position of Facility Administrator shall be
    staffed by a professional, experienced and trained in the admin-
    istration of correctional facilities and programs. Such appoint-
    ment shall be subject to approval of the Contracting Authority.
                   5.7.5 Training. The Company will train employees
    to assure their ability to comply with the programs, policies and
    procedures for the Facility approved by the Contracting Authori-
    ty.
               5.8 Cooperation with Contracting Authority. In the
    event that this Agreement or any portion hereof should be found,
    deemed or judged by a judicial or regulatory body to be illegal
    or to cbnstitute an improper delegation of the Contracting
    Authority's authority, the Company will use all reasonable
    efforts and will cooperate with the Contracting Authority to cure
    such illegality or impropriety. Such effort shall include, if
    necessary, the deputization or appointment of the Company's
    employees or agents as employees or agents of the Contracting
    Authority.



    PRI210.RHR                      -9-

5.9 Visitation. The Company will permit such employ-
ees or agents of the Contracting Authority as the Contracting
Authority may designate to visit the Facility and ta__examine,
copy and make extracts from the Company's records relating to the
Facility and to discuss its affairs, operations and records with
its officers; employees and and agents, all at such times and
intervals and to such extent as the Contracting Authority may
reasonably require. The Company will promptly provide to the
Contracting Authority such other information as the Contracting
Authority may from time to time reasonably reques_t·.
5.10 Food Service. The Company will provide all indi-
viduals assigned to the Facility with 3 meals per day. Meal
plans will be approved by a registered dietician and will be
prepared under sanitary conditions in compliance with Legal
requirements.
5 .11 Medical Care. The Facili.ty' s heal th care program
will be operated by personnel prope~ly trained and licensed
pursuant to applicable laws of the State of Maine. Administra-
tion of the health care program will comply with Legal Require-
ments. ·
6. Covenants of the Contracting Authority. The Contract-
ing Authority covenants with the Company that:
6.1 Appointment Of contract Monitor. The Contracting
Authority shall appoint a qualified Contract Monitor (the "Con-
tract Monitor") to monitor the Company's implementation of its
duties and obligations under the terms of this Agreement and with
full authority to act on behalf of the contracting Authority in
all matters arising under this Agreement to the extent permitted
by law.
6.2 Payment of Amounts Due. The Contracting Authority
will duly and punctually pay the amounts due and owing in accor-
dance with the terms of this Agreement. The Contracting Authori-
ty will effect such payments from amounts appropriated for such
purpose by Aroostook County , and payments to the Facility
shall be made before such amounts are paid or allocated to any
other creditor of the Contracting Authority.
6.3 Cooperation with the Company. The Contracting
Authority will cooperate with the Company in the performance of
this Agreement and will cause its employees and agents to meet
with the Company and its agents to discuss the matters covered by
this Agreement.
6.3.1 Approval of Programs, Policies and Proce-
dures. The Contracting Authority will consult with the Company
and will designate qualified responsible employees to meet with

PRI210.RHR -10-
the Gompany to discuss and review the proposed programs, policies
and procedures pursuant to Section 2.1 hereof. The Contracting
Authority will promptly respond to proposed programs, policies
and procedures for operation and management of the Facility. The
Contracting Authority will approve any reasonably acceptable
proposed programs, policies and procedures or will propose
reasonably acceptable alternative programs, policies and proce-
dures. ·
6.3.2 Changes in Law. In the event of changes in
the Legal Requirements applicable to the operation _and management·
of the Facility, the Contracting Authority will cooperate with
and assist the Company in its efforts to modify the operation of
the Facility to comply with the Legal Requirements.
6.3.3 Avoidance of Illegality. In the event that
this Agreement or any portion hereof should be found, deemed or
judged by a judicial or regulatory body to be illegal or to
constitute an improper delegation of the Contracting Authority's
authority, the Contracting Authority will use all reasonable
efforts and will cooperate with the Company to cure such illegal-
ity or impropriety. Such effort shall include, if necessary, the
deputization or appointment of the Company's employees or agents
as employees or agents of the Contracting Autho~ity.
6.3.4. Notice of Changes in Legal R~guirements.
The Contracting Authority will give the Company immediate written
notice (including copies of related documents) of all changes in
the Legal Requirements to the extent that they are applicable to
the operation or management of the Facility.
BuxXll!!§Kxn!maxhlXXXtxigx~exaexBDllJUl~

      6.5 Legally Incarcerated Inmates. The Contracting

Authority will present for admission to the Facility only detain-
ees whose incarceration in the Facility is legal.
. 6.6 Notice to Company of Discharge. The Contracting
Authority will notify and provide written direction to the
Company of an detainee's discharge from the facility. Such
direction will be accompanied by the amount of money or other
items due upon discharge, if any, that the detainee to be dis-
charged is·entitled to receive pursuant to the provisions of
applicable law.
6.7 Background Investigation of Applicants. The
Contracting Authority shall conduct a criminal record background
investigation on all applicants for employment at the Facility
prior to their employment. Results of such investigations shall
be made available to the Company.

PRI210.RHR
 . t
\ .

               7. Conditions Precedent to Obligations of Company. The
          obligations of the Company under this Agreement shall be su9ject
          to the following:
                    7.1 General. The obligations of the Company hereunder
          are subject to the following conditions precedent:
                         7.1.1 Accuracy of Contracting Authority's repre- ·
          sentations and warranties. The representations and warranties of
          the Contracting Authority contained in this Agreement, shall be
          true and correct as of the date of this Agreement.
                         7.1.2 Performance by The Contracting Authority.
          The Contracting Authority shall have materially performed and
          complied with all obligations required to be performed or com~
          plied with under the terms of this Agreement prior to the date
          the Company is required to perform its obligations hereunder.
                    7.2 Operation. Prior to commencement of management of
          the Facility, the following condi~ions precedent shall have been
          satisfied: .
                         7.2.1 Approval of Programs, Policies and Proce-
(         dures. The Contracting.Authority shall have approved all pro-
          grams, policies and procedures required for the operation of the
          Facility.
                         7.2.2 Permits. All permits and licenses required
          by any governmental entity having power to control or regulate
          the operation of the Facility shall have been grante~.
               8. Conditions Precedent to Obligations of Contracting
          Authority. The obligations of the Contracting Authority under
          this Agreement are subject to the following condition precedent:
                    8.1 Accuracy of Company's Representations and Warran-
          ties. The representations and warranties of the Company con-
          tained in this Agreement shall be true and correct as of the date
          of this Agreement.
               9.   Defaults; Remedies.
                    9.1 Events of Default. An "Event of Default" means the
          occurrence of any one of the following events:
                    (a) payment of reimbursement, compensation or fee to
               the Company by the Contracting Authority is not made when
               due; or




          PRI210.RHR

. (b) default in the due and punctual observance and
performance of any covenant, term, condition or agreement of-
the Contracting Authority or the Company contained in this
Agreement, shall have occurred and be continuing for a
period of 30 days after there has been given to the other
party notice specifying such default and requiring it to be
remedied, and the Comp~ny and the Contracting Authority
shall not have agreed in ·writing to an extension of such
period prior to its expiration; provided, however, that such
period shall be extended if corrective ac~ion is instituted
within the applicable period and so long as· such action is
diligently pursued until such default is corrected.
9.2 Remedies Against Company.· If an Event of Default
for which the Company is responsible occurs and is the Con-
tracting Authority shall be entitled to specific performance of
this Agreement.
9.3 Remedies Against Contracting Authority. If an
Event of Default for which the Contracting Authority is responsi-
ble shall have occurred and be continuing at any time during the
term of this Agreement~ the Company may (i) terminate this
Agreement and (11) pursue any available remedy at law or suit in
( equity to enforce the payment· of reimbursement, compensation and
fees due-to the Company hereunde~ and to enforce the performance
of· any other term, covenant or condition hereof.
10. Indemnification.
10.1 Indemnity by Company. The Company agrees that it
will at all times indemnify and hold harmless the Contracting
Authority against losses caused or arising out of the Company's
operation and management of the Facility; provided, however, the
Company shall not be obligated to indemnify the Contracting
Authority against losses resulting from negligence, fraud,
willful misconduct or theft on the part of the Contracting
Authority. ·
10.1.1 Defense. The Company shall.have the right
to assume the investigation·and defense of all litigation arising
out of the Company's operation and management of the Facility,
including the employment, fees and expenses of counsel. The
Contracting Authority shall have the right to employ separate
counsel in any such action and participate in the investigation
and defense thereof, but the fees and expenses of such counsel
shall be paid by the Contracting Authority unless the employment
of such counsel has been specifically authorized by the Company,
in writing.

PRI210.RHR                      -13-

10.1.2 Cooperation; Settlement. The Contracting
Authority shall cooperate with the Company in the defense of all
actions or litigation. The Company shall not be liable for any
settlement of any action or litigation without the Company's
consent but, if any such action or litigation is settled with the
consent of the Company or there be final judgment for the plain-
tiff in any such action or with respect to any such action or
litigation, the Company shall indemnify and hold harmless the
Contracting Authority from and against any loss by reason of such
settlement or judgment as provided in this Secti~n.
10.1.3 Survival; Right to Enforce. The provi-
sions of this Section shall survive the termination of this
Agreement, and the obligations of the Company hereunder shall
apply to losses or claims whether asserted prior to or after the
termination of this Agreement. In the event of failure by the
Company to observe the covenants, conditions and agreements
contained in this Section, the Contracting Authority may take any
·action at law or in equity to collect amounts then due and there-
after to become due, or to enforce performance and observance of
any obligation, agreement or covenant of the Company under this
Section.
10.2 Indemnity by Contracting Authority._ The Contract-
\ ing Authority agrees that it will at all times indemnify and hold
harmless the Company against any and all liability caused by or
arising out of the Contracting Authority's failure to comply with
the provisions of this Agreement.
11. Term of Agreement; Termination of Agreement
11.1 Term. The initial term of this Agreement shall be
for a period of 5 years beginning February 1 , 198L, and
terminating January 31 , 1992. ~~~Et
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:itff:JllR• -
11.2 Termination. This Agreement may be terminated in
advance of the stated termination date in the event that
Aroostook Countyfails to appropriate funds for the operation lDX"
~ of the Facility for any contract year.

           11.3   Changes in Legal Requirements.
               11.3.1 Burden of Increased Costs. If there is a
change in the Legal Requirements that requires the Company to
purchase additional equipment, modify construction, revise or add
to the completed Facility, or which increases the Facility's
operation or maintenance cost, or reduces the Company's revenues
from the Facility, (the cost of such activities, increased costs
being herein~fter cpll~ctively ~eferred to as 'f'Increased Costs"),
the Contracting Authority sha lbe respon_sible or these Increasea
Costs.
PRI210.RHR                    -14-

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               11.3.2 ~rbitration. In the event that any change
 in the Legal Requirements requires modification of the Facility,
 the parties shall mutually agree on the modifications, revisions
 or additions to be made. If the parties do not agree, the matter
 shall be immediately referred to arbitration pursuant to the
 arbitration procedures set forth in Section 2.3(c) hereof.
          11.4 Special Termination Rights.   The Company shall
 have the option, with 60     days notice, to terminate this
 Agreement upon the occurrence of any of the following events:
                11.4.1 Failure of Appropriation.    Aroostook County
 shall fail to appropriate funds to pay the amounts payable
 hereunder.
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~~~X~fiXU~X~pbdmEXm£x:i:kex£E>xqoa:anxt±~±kex:xe§IH±ndx:xest~xati~R
a»~x~~~ixx~~il!x»~xn1il~~~~YX~~x~xg~gt~Kxt~~~~QW~i~~~g xiD*»x~x~~1Hxxxxxxx~~~~xR~~~~xgR~~R~~~R~xK~~~~~~!~~ ~xK~ilR:Axxx-J:.H~~~~~x~hH5l3l5l~ffix5cxx3!i~l~llHi~~ . pnJran±:e:E1x£nmax~±mex.£~ltiii~£~xx±bx»~~xxtNXP~~~~x£~xx• ~~xm:mx~xxxxxx~m>Ettil!O<m:rxmmrnm:rxtxil~x±kBxEEs±xm£xXB:si:E:ra±±m» ~N~X~~~~~~~l!bexxx:tx~x:uxm~X~Xmi%XEES::txEXXEE:mE::b:'m:ti11§
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-

11.4.3 Economic Changes. Changes, which the Company cannot reasonably control or overcome, in the·economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Facility for the purposes contemplated by the Agreement shall have occurred, or technological or other changes shall have occurred which, in the opinion of the Company, render uneconomic for such purposes the continued operation of the Facility.
11.4.4 Unreasonable Burden. Unreasonable burdens or excessive liabilities shall, in the opinion of the Company, have been imposed upon the Company with respect to the Facility or the operation of the Facility.

PRI210.RHR
-15-
 11.4.5 Change in Law. If as a resu~t of changes in the Legal Requirements, the obligations of the Company or the Contracting Authority under this Agreement shall have become, in the opinion of counsel to the Company, void, unenforceable or impracticable to perform, in each case in any material respect in accordance with the intent and purpose of the parties as ex-· pressed in this Agreement.
12. Miscellaneous.
12.1 Complete Agreement: Amendment: Waiver. This Agreement and the exhibits set forth hereto represent the entire ·understanding of the parties with respect to the transactions contemplated hereby. This Agreement may be amended only upon the written consent of both parties. No party may take any action herein prohibited or omit to take any action herein required to be performed by it, nor shall any breach of any covenant, agree- ment, warranty or representation contained herein may be waived, unless both parties shall have so agreed in a writing signed by
both parties.
·
12.2 Survival of Representations and Warranties. All representations and warranties contained in this Agreement shall ( .survive the execution and deliv.ery of thi~ Agreement. · 12·. 3 Force Maj eure. If 'by reason of Force Maj eure either the Contracting Authority or the Company shall be rendered unable wholly or in part to carry out its obligations under this Agreement, and if such party gives notice and full particulars of such Force Majeure in writing to the other party within a reason- able time after the occurrence of such event of Force Majeure, such obligations of the party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, including a reasonable time for removal of the effect thereof. The requirement that any Force Majeure shall be reasonably beyond the control of the party shall be deemed to be fulfilled even though any existing or impending strike, lockout or other industrial disturbance may not be settled but could have been settled by acceding to the demand of the opposing person or persons. The occurrence of any Force Majeure shall not suspend or otherwise abate, and the Contracting Authority shall not be relieved from, the obligation to pay any and all fees and payments required to be made by it under this Agreement at the times required.
As used herein, "Force Majeure" means acts of God, strikes, lockouts or other industrial disturbances, acts of the public. enemy, orders of any kind of the government of the United States of America, or of any state thereof, or any civil or military authority, insurrections, ·riots, epidemics, landslides,· light- ning, earthquake_s, fires, hurricanes, tornadoes, storms, floods,

PRI2-10.RHR
-16-
 ..
_
' "

washouts, droughts, restraining of government and people, civil disturbances, explosions, nuclear accidents, wars, breakage or accidents to machinery, transmission pipes or canals, entire failure of utilities, shortages of labor, material, supplies or transportation, or any other cause·not reasonably within the control of the party claiming such. inability.
12.4 Assignment; Successors. This Agreement is a cont~nuing obl~gation and shall be binding upon the parties and their respective successors and assigns and shall inure to the benefit of their respective successors and assigns; provided, the Company may not assign its duties and obligations under this Agreement without the express written consent of the Contracting Authority except in connection with a merger into·or consolida- tion of the Company or a transfer of substantially all of the assets of the Company as an entirety if in any such case the successor, resulting or transferee corporation assumes in writing delivered to the Contracting Authority, the Company's obligations under this Agreement.
12.5 Notices. All notices and other communications under this Agreement shall be in writing and shall be effective on the third business day after deposit in the mail§!_ with first class postage prepaid addressed as follows:
If to the Company:
Pricer Incorporated
Suite 226, 446 Metroplex Drive
Nashville, Tennessee 37211
Attention: Travis A. Snellings
If to the Contracting Authority:
Aroostook County Commissioners
P.O. Box 846
Caribou, Maine 04736
Attent·ion: Chairman
-----------
or as otherwise specified by notice from the appropriate party to the other.
12.6 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Tennessee.
12.7 Counterparts. This Agreement may be executed in two or more counterparts, each of ~hich shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counter- part.

PRI210.RHR
-17-
 .
~
12.8 Severability. Any provision of this Agreement
which is prohibited, unenforceable or not authorized in any· jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enf~rceability or legality of such provisions in any other jurisdiction. It is contemplated by the parties that legal review of this Agreement will be undertaken by the Contracting Authority. If this review _indicates a substantial legal impediment to the Agreement, the parties contemplate further negotiations to amend the Agreement to eliminate .the i~pediment.
12.9 Interpretations. The table of contents and section headings of this Agreement are for reference purposes only and shall not affect its interpretation in any respect.
IN WITNESS WHEREOF, the Contracting Authority and the Company have caused this Agreement to be signed in their behalf by their duly authorized representatives as of the date set forth above.
PRICOR INCORPORATED

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PRI210.
-18-