RESOLUTION NO. 2017- O

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RESOLUTION APPROVING REQUEST TO CONSENT/ASSIGNMENT
AND ACCEPTANCE BY THE GEO GROUP, INC.
OF ALL TERMS AND CONDITIONS OF EXISTING CEC, INC.
FACILITY OPERATION & MANAGEMENT AGREEMENTS
WHEREAS, it has been made known to Kinney County, Texas that The GEO Group,
Inc. acquired by corporate acquisition all interests of Community Education Centers, Inc.
("CEC") that arise under the terms of the Amended and Restated Facility Operation and
Management Agreement dated October 22, 2010, including all amendments and addendums
thereto;
WHEREAS, Kinney County has heretofore contracted with Community Education
Centers, Inc. for the operation and management of the Kinney County Detention Center in
accordance with the following Operation and Management Agreements which are fully
incorporated in this Resolution by reference as recorded in the Court's Minutes (herein
collectively referred to as "Operation and Management Agreements"):
1.
Amended and Restated Facility Operation and Management
Agreement between Kinney County and Community Education Centers, Inc.
dated October 27, 2010;
2.
Second Amended and Restated Facility Operation and
Management Agreement between Kinney County and Community Education
Centers, Inc. dated April 16, 20 I
3.
First Amendment to the Second Amended and Restated Facility
Operation and Management Agreement between Kinney County and Community
Education Centers, Inc. to become effective on April 1, 2012;
4.
Addendum to the Second Amended and Restated Facility
Operation and Management Agreement between Kinney County and Community
Education Centers, Inc. to become effective on December 1, 2013;
5.
Second Addendum to the Second Amended and Restated Facility
Operation and Management Agreement between Kinney County and Community
Education Centers, Inc. to become effective on April 1, 2015;
6.
Addendum to the Second Amended and Restated Facility
Operation and Management Agreement (Kinney County Detention Center)
between Kinney County and Community Education Centers, Inc. to become
effective on January 9, 2017.
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WHEREAS, by letter dated April 4, 2017, The GEO Group, Inc. announced that it had
acquired and closed a transaction in essence affecting the transfer by acquisition of all the
interests of CEC and consequently, the Operation and Management Agreements and the benefits
and liabilities arising thereunder and specifically requesting the signature of the County Judge to
acknowledge consent to the transactions arising from the acquisition of CEC conditioned upon
the acceptance of all terms and conditions of the Operation and Management Agreements by The
GEO Group, Inc.;
WHEREAS, Kinney County, upon the condition that The GEO Group, Inc. accepts any
and all liabilities and obligations arising under the Operation and Management Agreements
including without limitation those obligations which may have arisen prior to the date of the
acquisition of the CEC interests that in any way relate to or arise under the terms of the
agreements and subject to the understanding and agreement that The GEO Group, Inc. is
accepting those responsibilities and liabilities of CEC in any manner arising under the Operation
and Management Agreements.
WHEREAS, the County is willing to consent to the assignment conditioned upon the
representation, understanding and agreement that The GEO Group, Inc. is accepting all terms
and conditions, liabilities and obligations that may arise or may have arisen under those contracts
under the terms and conditions thereof.
NOW, THEREFORE, BE IT RESOLVED, that the Commissioners Court of Kinney
County hereby authorizes the County Judge to acknowledge and consent to the transaction and
assignment of the Operation and Management Agreements to The GEO Group, Inc. and sign all
consents and assignments provided that those consents and assignments are conditioned upon
The GEO Group, Inc. accepting all terms, conditions and responsibilities of CEC under the
specific terms of those contracts referenced herein arising before or after the date of such
consent; and
RESOLVED FURTHER that the foregoing Resolution shall be effective immediately
and is passed and approved by the Kinney County Commissioners Court on this 8th day of May,
2017.

lli�moo
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County Clerk

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