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;E+11=1.B4

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7/63+













UNDERLY!NG AGREENENT
Between THE C!TY OF EUCL!D
and CUYAHOGA COUNTY, OH!O
for the Cuyahoga County Sheriff's Department to House and Provide Services for City of Euclid Prisoners;
for the City to Permit Use of City of Euclid Space by the County for Prisoner Detention Purposes

THIS AC!IIMIT Is mndo fhIs fIrsf l dny of ArII, 20l4, bofwoon fho CIfy of
IucIId "CIfy", n munIcInI corornfIon of fho Sfnfo of OhIo, fhrough Ifs Mnyor "Mnyor",
undor fho nufhorIfy of IucIId OrdInnnco o. _______, nssod by IucIId CIfy CouncII on
_____________, nffnchod ns IxhIbIf A, nnd Cuynhogn Counfy of OhIo, Counfy, n oIIfIcnI
subdIvIsIon of fho Sfnfo of OhIo, fhrough fho Counfy IxocufIvo nnd fho ShorIff, ursunnf fo
fho nufhorIfy of Counfy !osoIufIon o. ___________, nssod by fho Cuynhogn Counfy
CouncII on __________________, nffnchod ns IxhIbIf I.

!ICITA!S

WHI!IAS, fho CIfy owns nnd oornfos JnII fncIIIfIos JnII Iocnfod nf 545 Insf 222
nd

Sfroof, IucIId, OhIo 44l23. Tho JnII Is ndmInIsforod nnd confroIIod by fho IucIId IoIIco
onrfmonf undor fho suorvIsIon nnd dIrocfIon of fho ChIof of IoIIco, subjocf fo fho CIfy`s
Chnrfor nnd OrdInnncos.

WHI!IAS, fho Counfy, fhrough fho Cuynhogn Counfy ShorIff`s onrfmonf
CCS, owns nnd oornfos fho Cuynhogn Counfy CorrocfIons Confor CCCC, Iocnfod nf
W.3
rd
nnd !nkosIdo Avonuo, CIovoInnd, OhIo 44ll3 nnd nIso confrncfs wIfh vnrIous
surroundIng oIIfIcnI subdIvIsIons fo rovIdo fomornry jnII housIng nnd roInfod sorvIcos for
rIsonors nf sovornI rogIonnI IocnfIons fhroughouf norfh onsf OhIo.
WHI!IAS, fho CIfy dosIros fo Ionso Ifs JnII fo fho Counfy fo fncIIIfnfo CCS`s
rovIsIon of jnII sorvIcos, IncIudIng buf nof IImIfod fo, rIsonor bookIng, housIng, nnd ofhor
roInfod sorvIcos nf fho JnII ns sof forfh In fho Ionso nffnchod horofo ns IxhIbIf nnd
Incorornfod horoIn by roforonco.
WHI!IAS, fho CIfy dosIros fo confrncf wIfh fho Counfy nnd fho CCS fo rovIdo jnII
sorvIcos, IncIudIng buf nof IImIfod fo, rIsonor bookIng, housIng, nnd ofhor roInfod sorvIcos
for rIsonors bookod Info fho JnII.
WHI!IAS, fho Counfy dosIros fo undorfnko fho rovIsIon of bookIng, housIng nnd
ofhor roInfod sorvIcos for rIsonors bookod Info fho JnII, on bohnIf of fho CIfy, for whIch fho
CIfy ngroos fo comonsnfo fho Counfy nnd fho CCS ns rovIdod horoIn.

OW THI!IIO!I, In consIdornfIon of fho forogoIng, fho comonsnfIon, nnd fho
mufunI romIsos confnInod In fhIs Agroomonf, fho nrfIos ngroo ns foIIows

A!TIC!I I. IIIITIOS
A. Accofnnco of CIfy IrIsonor by Counfy monns
Whon fho CIfy doIIvors n CIfy IrIsonor fo fho Counfy`s dosIgnnfod bookIng IocnfIon nf
fho Counfy IucIId JnII nnd fho Counfy nccofs fho CIfy IrIsonor Info cusfody for bookIng
nnd housIng In nccordnnco wIfh fho Cuynhogn Counfy ShorIff`s onrfmonfnI IoIIcIos nnd
Irocoduros nnd OhIo AdmInIsfrnfIvo Codo Chnfor 5l20l8 nIso known ns MInImum
Sfnndnrds for JnIIs In OhIo.
I. Counfy IucIId JnII monns
l. Tho jnII fncIIIfy nnd ndjnconf bookIng nron fho CIfy owns nnd, rIor fo fuII
ImIomonfnfIon undor fhIs Agroomonf, oornfos for dofonfIon of, rImnrIIy, rofrInI
dofnInoos nf IucIId IoIIco onrfmonf Iocnfod nf 545 Insf 222
nd
Sfroof, IucIId, OhIo 44l23,
IncIudIng fho snIIy orf nnd
C. CIfy IrIsonor ns dofInod boIow nro fho soIo rosonsIbIIIfy of fho CIfy nnd IncIudos
fho foIIowIng
l. A orson InwfuIIy nrrosfod by fho IucIId IoIIco onrfmonf or In
connocfIon wIfh n foIony or mIsdomonnor chnrgo or nny ofhor InwfuI ronson for such IucIId
IoIIco onrfmonf nrrosf or dofonfIon rIor fo boIng bookod Info fho Counfy IucIId JnII
2. A orson, rognrdIoss of fho nrrosfIng ngoncy, sonfoncod fo n orIod of
confInomonf by fho IucIId MunIcInI Courf for mIsdomonnor crImos ursunnf fo CIfy
OrdInnncos or ursunnf fo ofhor InwfuI nufhorIfy of fho IucIId MunIcInI Courf, oxcIusIvo
of confInomonf fhnf rosuIfs from n convIcfIon nnd sonfonco for nn offonso undor fho OhIo
!ovIsod Codo or,
3. A orson nrrosfod by nn oufsIdo ngoncy bnsod on n CIfy of IucIId
Wnrrnnf onIy or,
4. A orson nrrosfod by fho IucIId IoIIco onrfmonf nnd dofnInod for n
mIsdomonnor crImo ursunnf fo CIfy OrdInnncos who Is nwnIfIng dIsosIfIon from fho
IucIId MunIcInI Courf nnd Is unnbIo fo osf bond or Is nwnIfIng nnofhor courf dnfo rIor fo
dIsosIfIon or,
5. A orson nrrosfod by fho IucIId IoIIco onrfmonf on n foIony chnrgo
who hns nof boon Iound Ovor fo fho Courf of Common IIons Counfy JnII. Whon such
orson Is Iound Ovor, ho/sho shnII no Iongor bo consIdorod n CIfy IrIsonor.
6. CIfy IrIsonors shnII nof IncIudo nny IndIvIdunI nrrosfod or dofnInod by
nny ofhor Inw onforcomonf ngoncy oornfIng In or oufsIdo fho CIfy of IucIId, oxcof ns sof
forfh In nrngrnhs 2 nnd 3 of SocfIon of fhIs ArfIcIo I.
. Counfy IucIId IrIsonor, for urosos of dIsfInguIshIng fhom from CIfy
IrIsonors monns
l. Any IndIvIdunI who hns boon bookod Info fho Counfy IucIId JnII
2. Any rIsonor who Is nof n CIfy IrIsonor.
I. oIIvory nnd Accofnnco IrofocoIs monns
Tho rovIsIons ngrood fo by fho CIfy nnd Counfy soffIng forfh fho rocoduros fhnf fho
CIfy wIII foIIow In doIIvorIng CIfy IrIsonors fo fho Counfy for dofonfIon nf fho Counfy IucIId
JnII, nnd fhnf fho Counfy wIII foIIow In nccofIng CIfy IrIsonors for dofonfIon, nf fho Counfy
IucIId JnII ns sof forfh In IxhIbIf C.
I. TrnnsIfIon IorIod monns
Tho nInofy 90 dny orIod commoncIng uon fho offocfIvo dnfo of fhIs Agroomonf
durIng whIch fho Counfy shnII offocfunfo nnd fInnIIzo fho fnkoovor of nII CIfy rIsonor
oornfIons ns confomInfod undor fhIs Agroomonf.

A!TIC!I II. !ISIOSIII!ITIIS OI THI CO!TY IO! CITY I!ISOI!S
A. Tho Counfy nnd fho CCS ngroo fhnf nf fho fImo fho CIfy IrIsonor Is bookod by
fho Counfy, fho CIfy IrIsonor bocomos n Counfy IucIId IrIsonor, nnd fho Counfy nnd CCS
ngroo fo nccof, book, nnd fnko cusfody nnd confInomonf fhoso IrIsonors nnd In nccordnnco
wIfh OhIo AdmInIsfrnfIvo Codo Chnfor 5l20l8 MInImum Sfnndnrds for JnIIs In OhIo
fho CCS oIIvory nnd Accofnnco IrofocoIs nrf of IxhIbIf C nnd fho nddIfIonnI
nIIcnbIo CCS IoIIcIos nnd Irocoduros nrf of IxhIbIf C. IxhIbIf C mny bo chnngod from
fImofofImo by fho CCS so Iong ns nofIco of nII roosod chnngos nro rovIdod fo fho CIfy
for rovIow nnd commonf nf Ionsf fhIrfy 30 dnys rIor fo fho offocfIvo dnfo of fho chnngos. In
fho ovonf such chnngos mny ronsonnbIy rosuIf In nn Incronso In fho CIfy`s oxonsos, nny
roosod chnngos fo CCS IoIIcy nnd Irocoduros shnII bo ursunnf fo n wrIffon Amondmonf
fo fhIs Agroomonf. In fho ovonf of nny confIIcf bofwoon IxhIbIf C nnd fhIs Agroomonf, fho
rovIsIons of fhIs Agroomonf shnII rovnII.
I. Tho Counfy shnII rovIdo Counfy IucIId IrIsonors wIfh fho snmo sorvIcos
rovIdod fo nII Counfy IrIsonors nnd In nccordnnco wIfh OhIo AdmInIsfrnfIvo Codo Chnfor
5l20l8 MInImum Sfnndnrds for JnIIs In OhIo fho IrIson !no IIImInnfIon Acf, fho
oIIvory nnd Accofnnco IrofocoIs sof forfh In IxhIbIf C nnd fho CCS IoIIcIos nnd
Irocoduros nIso sof forfh In IxhIbIf C.
C. Af fho Counfy`s soIo dIscrofIon fho Counfy rosorvos fho rIghf fo dony CIfy
IrIsonors bnsod on honIfhcnro noods roquIrIng ImmodInfo nffonfIon.
. Tho Counfy shnII rovIdo fho CIfy wIfh n dodIcnfod snco nf fho Counfy`s
bookIng IocnfIon wIfhIn fho JnII nf nII fImos, TwonfyIour 24 hours or dny, Sovon ? dnys
or wook, fhnf Is suffIcIonf fo ormIf fho CIfy fo snfoIy, offocfIvoIy nnd roorIy doIIvor CIfy
IrIsonors fo fho Counfy IucIId JnII.
I. Tho Counfy shnII bo rosonsIbIo for A fosfIng of Counfy IucIId IrIsonors
roquIrod undor fho OhIo !ovIsod Codo.
I. Tho Counfy shnII rovIdo fho CIfy romf nccoss fo Counfy IucIId IrIsonors nf
fho Counfy IucIId JnII nnd shnII rovIdo nrorInfo snco for II orsonnoI fo InforvIow
IrIsonors nf fho JnII. II orsonnoI shnII bo ormIffod fo fomornrIIy romovo Counfy IucIId
IrIsonors from fho JnII for InforvIows nnd/or II rocossIng.
l. AII orsonnoI roquIrIng nccoss fo Counfy IucIId IrIsonors IncIudIng, buf
nof IImIfod fo IucIId IoIIco onrfmonf orsonnoI nnd Counfy IucIId IrIsonor Affornoys
musf roquosf nccoss from n Counfy IucIId JnII CorrocfIons OffIcor. Tho Counfy IucIId JnII
CorrocfIons OffIcor wIII coordInnfo nccoss In n dosIgnnfod InforvIow or vIsIfnfIon nron.
2. IorsonnoI roquIrIng nccoss fo Counfy IucIId IrIsonors mny nof nccoss fho
Counfy IucIId JnII wIfhouf obfnInIng oxross vorbnI or wrIffon ormIssIon from n Counfy
IucIId JnII CorrocfIons OffIcor.
C. Tho Counfy shnII mnInfnIn nn oIocfronIc rocord sysfom fhnf nIIows If fo frnck
onch Counfy IucIId IrIsonor from Counfy nccofnnco fhrough dIschnrgo.
H. Tho Counfy ngroos fo nbIdo by IMC Ordors orfnInIng fo confInomonf, Ion
ngroomonfs for mInor mIsdomonnor nrrosfs, nnd IMC Ordors roIonsIng fhoso hoId. Tho
Counfy ngroos fo confor nnd cooornfo wIfh fho IMC on nn ongoIng bnsIs ns ronsonnbIo In
rognrd fo Counfy IucIId IrIsonors.
I. Tho Counfy shnII fnko ronsonnbIo sfos on n yonrfoyonr bnsIs fo confroI nnd
roduco jnII oornfIon cosf Incurrod nf fho Counfy IucIId JnII, nnd shnII koo fho CIfy
Informod on n yonrfoyonr bnsIs of fho sfnfus of Counfy IucIId JnII oornfIng cosfs, nnd
ndvIso fho CIfy, In wrIfIng If roquosfod by fho CIfy, of whnf cosf roducfIon offorfs woro
ImIomonfod nnd fho rosuIfs. Such ronsonnbIo cosf roducfIons shnII IncIudo, fo fho oxfonf
IognIIy ormIssIbIo, buf nof bo IImIfod fo, bIIIIng of rIsonors` honIfh Insurnnco If covorod, nnd
bIIIIng rIsonors for fhoIr confInomonf cosfs.
J. Tho Counfy shnII osfnbIIsh nnd ImIomonf ronsonnbIo monsuros fo onsuro fhnf
CIfy IrIsonors broughf fo fho Counfy IucIId JnII for IncnrcornfIon wIII bo bookod nnd
rocossod offIcIonfIy so fhnf IucIId IoIIco OffIcors cnn oxodIfIousIy rosumo fhoIr dufIos.

A!TIC!I III. !ISIOSIII!ITIIS OI THI CITY !ICA!IC OII!ATIO OI THI
I!C!I JAI!
A. Tho CIfy shnII hnvo fho rIghf doIIvor CIfy IrIsonors fo fho JnII fwonfyfour 24
hours or dny, sovon ? dnys or wook nnd In nccordnnco wIfh fho MInImum Sfnndnrds for
JnIIs In OhIo, fho oIIvory nnd Accofnnco IrofocoIs, nnd CCS IoIIcIos nnd Irocoduros.
l. On fho fIrsf dnfo fhIs Agroomonf Is offocfIvo fho CIfy shnII ny fho Counfy
fho AnnunI !nfo of $400,000.00 Iour Hundrod Thousnnd oIInrs rornfod from fho offocfIvo
dnfo of fho oornfIon of fho Counfy IucIId JnII fhrough ocombor 3l, 20l4, fo covor nII sorvIcos
sfnfod In ArfIcIo II nbovo. Thoronffor, fho CIfy shnII ny fwo somInnnunI InsfnIImonfs of
$200,000 Two Hundrod Thousnnd oIInrs for n fofnI fwoIvo monfh nymonf of $400,000 Iour
Hundrod Thousnnd oIInrs. Tho CIfy shnII ny sums duo undor fhIs rovIsIon In fho monfhs
of Jnnunry nnd JuIy.
2. Tho AnnunI !nfo wIII bo nssossod ovory fwo 2 yonrs sfnrfIng on fho socond
nnnIvorsnry of fhIs Agroomonf. If fho nrfIos cnnnof ngroo on n now AnnunI !nfo, fhon oIfhor
nrfy mny cnncoI fhIs Agroomonf nnd !onso ImmodInfoIy. ImmodInfo formInnfIon of fhIs
Agroomonf nnd !onso romnIns subjocf fo ArfIcIo VII.
3. !on formInnfIon of fhIs Agroomonf undor ArfIcIo VII nnd ns nrf of fho
TormInnfIon TrnnsIfIon InnnIng nnd ImIomonfnfIon, CIfy nnd Counfy shnII work fogofhor In
good fnIfh on n confInuIng bnsIs fo Iowor fho CIfy`s MInImum Amounf roorfIonnfo fo fho
Counfy`s docronso In orsonnoI noods cnusod by n docronso In CIfy IrIsonors doIIvorod fo fho
Counfy for IncnrcornfIon.
I. Tho CIfy shnII bo rosonsIbIo for confrIbufIng fo Imrovomonfs fo fho Counfy
IucIId JnII In nn nmounf noffooxcood $600,000.00 SIxHundrod Thousnnd oIInrs nynbIo
fo fho Counfy ovor n orIod of fIvo 5 yonrs In somInnnunI InsfnIImonfs of $60,000 SIxfy
Thousnnd oIInrs wIfh fho fIrsf nymonf of $60,000 SIxfy Thousnnd oIInrs duo on fho
offocfIvo dnfo of fhIs Agroomonf. Thoronffor, fho Counfy shnII InvoIco fho CIfy ovory sIx
monfhs for cosfs Incurrod nssocInfod wIfh Imrovomonfs fo fho Counfy IucIId JnII, noffo
oxcood $l20,000 OnoHundrod nnd Twonfy Thousnnd oIInrs or yonr, or $600,000.00 SIx
Hundrod Thousnnd oIInrs or fIvo 5 yonr orIod. Tho CIfy shnII ny fho Counfy wIfhIn
forfyfIvo 45 dnys of rocoIf of fho InvoIco.
C. Tho CIfy shnII fnko ronsonnbIo sfos fo onsuro fhnf fho dnIIy CIfy IrIsonor fo Counfy
IucIId IrIsonor ouInfIon rnfo doos nof sIgnIfIcnnfIy Incronso boyond fwonfy 20 rIsonors
or dny. If n sIgnIfIcnnf Incronso In CIfy IrIsonor fo Counfy IucIId IrIsonor ouInfIon occurs,
fho Counfy mny ImmodInfoIy nssoss fhIs Agroomonf. If fho nrfIos cnnnof ngroo on n now
AnnunI !nfo, fhon oIfhor nrfy mny cnncoI fhIs Agroomonf nnd !onso ImmodInfoIy. ImmodInfo
formInnfIon of fhIs Agroomonf nnd !onso romnIns subjocf fo ArfIcIo VII.
. !on fho roquosf of fho ShorIff, Irocfor of JnII OornfIons, JnII Wnrdon, or dosIgnoo,
fho ChIof of fho IucIId IoIIco onrfmonf shnII mnko nvnIInbIo mufunInId fo fho CCS for
urosos of rIsonor confroI nf fho Counfy IucIId JnII unfII such fImo ns rosourcos undor fho
confroI of fho ShorIff cnn rosond fo fho Counfy IucIId JnII fo mnInfnIn rIsonor confroI.
I. Tho CIfy shnII bo rosonsIbIo for IIood AIcohoI Confonf IAC fosfIng of CIfy
IrIsonors rIor fo bookIng Info fho Counfy IucIId JnII. Tho CIfy wIII bo rosonsIbIo for
rocordIng nnd onforIng Info ovIdonco nII IAC fosfs conducfod. IAC fosfIng wIII fnko Inco In
n IocnfIon oufsIdo of fho Counfy IucIId JnII ns doformInod by fho CIfy.

A!TIC!I V. T!ASITIO IO! THI O!I!!Y T!ASII! OI CITY OI I!C!I JAI!
OII!ATIOS TO CO!TY

A. Tho nrfIos ngroo fhnf ns of fho offocfIvo dnfo of fhIs Agroomonf, fhoro wIII bo n
nInofy 90 dny frnnsIfIon orIod durIng whIch fho CIfy shnII conso Ifs rIsonor dofonfIon
oornfIons nnd fho Counfy fuIIy fnkos fhom ovor ns confomInfod undor fhIs Agroomonf
TrnnsIfIon IorIod.
I. In no ovonf shnII fho TrnnsIfIon IorIod oxcood nInofy 90 dnys commoncIng uon
fho offocfIvo dnfo of fhIs Agroomonf, wIfhouf fho oxross rIor wrIffon ngroomonf of fho nrfIos
fhrough nmondmonf fo fhIs Agroomonf.
A!TIC!I VI. ISI!TI !ISO!!TIO

A. Tho nrfIos ngroo fo ufIIIzo goodfnIfh offorfs fo nmIcnbIy rosoIvo nny dIsufo,
confrovorsy, cInIm, or bronch, nrIsIng ouf of or roInfIng fo fhIs Agroomonf. In fho ovonf fhnf
nn nmIcnbIo rosoIufIon cnnnof bo ronchod undor fho rocoduros rovIdod for In fhIs
Agroomonf or ns fho nrfIos mny ofhorwIso mufunIIy ngroo fo fry fo rosoIvo fho dIsufo, fho
CIfy shnII rofor fho dIsufo fo Ifs Mnyor or hIs/hor dosIgnoo nnd fho Counfy shnII submIf fho
dIsufo fo fho IxocufIvo or hIs/hor dosIgnoo. !on such roforrnI, fho Mnyor nnd Counfy
IxocufIvo shnII moof wIfhIn ThIrfy 30 dnys nnd work ouf n rosoIufIon fo fho dIsufo wIfhIn
n ronsonnbIo fImo.
I. In fho ovonf fho Mnyor or dosIgnoo nnd IxocufIvo or dosIgnoo nro unnbIo fo como
fo n mufunI ngroomonf wIfhIn fhIrfy 30 dnys of fhoIr moofIng undor SocfIon A, fho nrfIos
ngroo fo submIf fho dIsufos fo n qunIIfIod modInfor soIocfod by ngroomonf of fho nrfIos.
Tho modInfIon shnII fnko Inco wIfhIn SIxfy 60 dnys of Ifs InIfInfIon. Inch nrfy shnII bonr
Ifs own cosfs, oxonsos nnd nffornoy foos, buf shnII shnro oqunIIy In fho cosf of rofnInIng fho
modInfor.
If fho nrfIos nro unnbIo fo como fo n mufunI ngroomonf fhrough modInfIon, fhoy
shnII InIfInfo n rosoIufIon of fho dIsufo by nrbIfrnfIon ndmInIsforod by fho AmorIcnn
ArbIfrnfIon AssocInfIon In nccordnnco wIfh Ifs CommorcInI ArbIfrnfIon !uIos. Tho
nrbIfrnfIon shnII fnko Inco wIfhIn SIxfy 60 dnys of Ifs InIfInfIon. Inch nrfy shnII bonr
Ifs own cosfs, oxonsos nnd nffornoy foos, buf shnII shnro oqunIIy In nny joInf cosfs.

A!TIC!I VII. TI!M
Tho Agroomonf shnII commonco on fho offocfIvo dnfo nnd hnvo n fIvo 5 yonr form wIfh
fho Counfy`s ofIon fo ronow for nn nddIfIonnI fIvo 5 yonrs nf fho ond of fho orIgInnI
Agroomonf form.
A. Tho Counfy mny formInnfo fhIs Agroomonf ImmodInfoIy If fho CIfy doos nof mnko
fImoIy nnnunI nymonfs ns oufIInod In ArfIcIo III of fhIs Agroomonf.
I. TormInnfIon duo fo Inck of bod snco. Tho Counfy mny formInnfo fhIs Agroomonf
ImmodInfoIy If fho fofnI numbor of bookod CIfy IrIsonors Incronsos by onohundrod orconf
l00 nbovo fho nnfIcInfod fwonfy 20 bods or dny, for n orIod of sIxfy 60 dnys.
C. TormInnfIon for convonIonco. IIfhor nrfy mny formInnfo fho Agroomonf
wIfhouf cnuso by nofIfyIng fho ofhor nrfy In wrIfIng nf Ionsf TwonfyIour 24 monfhs rIor
fo fho nofIcod dnfo of formInnfIon. urIng fhIs TwonfyIour 24 monfh orIod fho
TormInnfIon TrnnsIfIon IorIod, fho Counfy wIII hnso ouf Ifs rIsonor dofonfIon oornfIons
nf fho JnII, nnd fho CIfy wIII rosumo Ifs own rIsonor dofonfIon oornfIons nf fho JnII.
l. Tho TormInnfIon TrnnsIfIon IorIod shnII ond on fho dnfo of formInnfIon of
fhIs Agroomonf.
2. Tho CIfy wIII confInuo fo ny fho AnnunI !nfo or ArfIcIo III unfII nII
Counfy IucIId JnII oornfIons nro frnnsforrod bnck fo fho CIfy. urIng fho TormInnfIon
TrnnsIfIon IorIod fho AnnunI !nfo wIII confInuo fo bo nId or ArfIcIo III, buf If fho
TormInnfIon TrnnsIfIon IorIod Is comIofo durIng fho mIddIo of fho AnnunI !nfo cycIo, fho
romnInIng monfhs wIII bo roorfIonnIIy roImbursod fo fho CIfy nssumIng fho CIfy hns mof nII
obIIgnfIons of fhIs Agroomonf.
3. Tho nrfIos shnII ufIIIzo bosf offorfs fo offocfunfo n smoofh TormInnfIon
TrnnsIfIon IorIod.
A!TIC!I VIII. S!ITS O! C!AIMS

Inch nrfy shnII onIy bo rosonsIbIo for fho ncfIons or fnIIuros fo ncf of Ifs own omIoyoos,
offIcors, ngonfs, nnd confrncfors, IncIudIng fho dofonso of nII suIfs or cInIms fhnf mny bo bnsod
uon nny Injury fo orsons or roorfy nrIsIng ouf of Ifs own ncfs or omIssIons, or uon nny cosfs
or oxonsos nrIsIng from fnIIuro fo ndhoro fo Sfnfo or fodornI roguInfIons or Inws rognrdIng
rIsonors/dofnInoos. ThIs cInuso shnII survIvo fho Torm of fhIs Agroomonf. ofhIng In fhIs
rovIsIon mny bo Inforrofod fo wnIvo nny IognI dofonsos oIfhor nrfy hns, IncIudIng
ImmunIfy. oIfhor nrfy shnII bo doomod nn ngonf of fho ofhor.

A!TIC!I IX. OTICI A IAYMITS

A. AII nofIcos fhnf mny bo roor or nocossnry fo bo sorvod, nnd nymonfs fo bo
mndo, shnII bo sonf by roguInr mnII, osfngo ronId, fo fho foIIowIng nddrossos, or fo such
ofhor nddross ns oIfhor nrfy mny dosIgnnfo for such uroso

To fho CIfy

OffIco of fho Mnyor
CIfy of IucIId
585 Insf 222
nd
Sfroof
IucIId, OhIo 44l23

And fo

ChIof of IoIIco
IucIId IoIIco onrfmonf
545 Insf 222
nd
Sfroof
IucIId, OhIo 44l23


To fho Counfy

Cuynhogn Counfy IxocufIvo oufy ChIof of Sfnff, JusfIco
3l0 W. !nkosIdo Avonuo, SuIfo 330
CIovoInnd, OhIo 44ll3

And fo

Cuynhogn Counfy ShorIff
ShorIff`s onrfmonf
l2l5 Wosf 3rd Sfroof
CIovoInnd, OhIo 44ll3

WIfh n coy fo

Irocfor of JnII OornfIons
Cuynhogn Counfy ShorIff`s onrfmonf
l2l5 Wosf 3rd Sfroof
CIovoInnd, OhIo 44ll3

And fo

IIscnI OffIcors
OffIco of IusInoss Mnnngomonf
l?0l Insf l2
fh
Sfroof
CIovoInnd, OhIo 44ll4

I. Iofh fho CIfy nnd Counfy !nw Irocfors musf bo sImuIfnnoousIy coIod on nII
nofIcos roInfod fo IognI cInIms of dIsufo undor fhIs Agroomonf.


A!TIC!I X. MIITICS

urIng fho nInofy 90 dny TrnnsIfIon IorIod, fho nrfIos ngroo fo offIcInIIy moof nf
Ionsf monfhIy wIfh onch ofhor, oIfhor In orson or by foIohono or by ofhor oIocfronIc
communIcnfIon dovIcos ns doomod mosf oconomIcnI nnd offocfIvo, fo rovIow nnd dIscuss fho
TrnnsIfIon nnd rosoIvo nny roInfod Issuos fhorofo. IoIIowIng fho TrnnsIfIon IorIod, fho
nrfIos shnII moof nf Ionsf qunrforIy nnd nf such nddIfIonnI fImos whon ronsonnbIy
roquosfod by ono of fho nrfIos.
A!TIC!I XI. O THI!IA!TY IIIIICIA!IIS

o fhIrdnrfy bonofIcInrIos, IncIudIng, buf nof IImIfod fo, CIfy or Counfy omIoyoos,
nro Infondod undor fhIs Agroomonf nnd shouId nof bo consfruod fo oxIsf.
A!TIC!I XII. ITI!I AC!IIMIT

ThIs Agroomonf consfIfufos fho onfIro ngroomonf of fho nrfIos nnd Is Infondod ns n
comIofo nnd oxcIusIvo sfnfomonf of fho romIsos, rorosonfnfIons, nogofInfIons,
dIscussIons, nnd ngroomonfs fhnf hnvo boon mndo In connocfIon wIfh fho subjocf mnffor of
fhIs Agroomonf. Ixcof ns ofhorwIso oxrossIy rovIdod horoIn, no modIfIcnfIons or
nmondmonf fo fhIs Agroomonf shnII bo bIndIng uon fho nrfIos unIoss fho snmo Is In
wrIfIng nnd sIgnod by bofh nrfIos fo fho Agroomonf.

A!TIC!I XIII. COST!!CTIO OI AC!IIMIT

AII forms usod In fhIs Agroomonf, rognrdIoss of numbor nnd gondor, shnII bo consfruod
fo IncIudo nny ofhor numbor nnd nny ofhor gondor, ns fho confoxf or sonso of fhIs Agroomonf
mny roquIro. Tho nrfIos ngroo fhnf no rorosonfnfIon or wnrrnnfIos of nny fyo shnII bo
bIndIng uon fho nrfIos unIoss oxrossIy nufhorIzod In fhIs Agroomonf. Tho hondIngs of
socfIons nnd nrngrnhs In fhIs Agroomonf nro for roforonco onIy, nnd In no wny dofIno or
IImIf fho scoo or Infonf of nny rovIsIon. ThIs Agroomonf mny bo oxocufod In nny numbor of
counfornrfs, onch of whIch, whon so oxocufod nnd doIIvorod, shnII bo doomod nn orIgInnI, buf
such counfornrfs fogofhor shnII consfIfufo ono nnd fho snmo Insfrumonf.
Tho foIIowIng documonfs nro Incorornfod Info nnd mndo n nrf of fhIs Agroomonf
l. IxhIbIf A IucIId OrdInnnco o. ___________
2. IxhIbIf I Cuynhogn Counfy !osoIufIon o. __________
3. IxhIbIf C IrIsonor oIIvory nnd Accofnnco IrofocoIs bofwoon fho CIfy nnd
Counfy
4. IxhIbIf !onso of CIfy of IucIId JnII fo Counfy

A!TIC!I XIV. CII!A! I!OVISIOS

A. ThIs Agroomonf wIII bo govornod by nnd consfruod undor fho Inw of fho Sfnfo of
OhIo wIfhouf rognrd fo confIIcfs of Inw rovIsIons.
I. Tho nrfIos horoby ncknowIodgo fhnf onch Is n oIIfIcnI subdIvIsIon, nnd ns such,
onch Is rohIbIfod by Inw from onforIng Info nn IndomnIfIcnfIon ngroomonf. ofhIng
confnInod wIfhIn fhIs Agroomonf shnII bo consfruod fo rovIdo IndomnIfIcnfIon fo oIfhor
nrfy.
C. If nny rovIsIon of fhIs Agroomonf Is InvnIId or unonforconbIo for nny ronson,
fhIs Agroomonf shnII bo dIvIsIbIo ns fo such rovIsIon nnd fho romnIndor of fhIs Agroomonf
shnII bo nnd romnIn vnIId nnd bIndIng ns fhough such rovIsIon wns nof IncIudod horoIn.
. Iy onforIng Info fhIs Agroomonf, fho Counfy nnd fho CIfy ngroo fhnf nII
documonfs roquIrIng Counfy sIgnnfuros mny bo oxocufod by Counfy fhrough oIocfronIc
monns, nnd fhnf fho oIocfronIc sIgnnfuros nffIxod by fho Counfy fo snId documonfs shnII hnvo
fho snmo IognI offocf ns If fho sIgnnfuro wns mnnunIIy nffIxod fo n nor vorsIon of fho
documonf. Tho Counfy`s uso of oIocfronIc sIgnnfuro shnII bo govornod by fho rovIsIons of
Chnfors 304 nnd l306 of fho OhIo !ovIsod Codo nnd Counfy nIso shnII comIy wIfh Ifs
oIocfronIc sIgnnfuro oIIcy.
I. Tho nrfIos horofo ncknowIodgo fhnf onch Is n oIIfIcnI subdIvIsIon In fho Sfnfo
of OhIo nnd ns such, bofh nro subjocf fo fho OhIo !ovIsod Codo nnd ofhor Inw roInfod fo fho
kooIng of nnd nccoss fo IubIIc !ocords, IncIudIng nny nnd nII nIIcnbIo SunshIno !nws,
oon moofIng roquIromonfs, nnd rofonfIon schoduIos offocfIng nny nnd nII mnnnor of
communIcnfIon wIfh fho Counfy nnd CIfy, nnd nny nnd nII documonfs In nny formnf or modIn.






!N W!TNESS WHEREOF, the parties have caused this instrument to be executed as of the date and
year first above written.

CITY OI I!C!I


Iy___________________________________
IIII CorvonIk, Mnyor




CUYAHOGA COUNTY


By:___________________________________
Edward FitzGerald, County Executive





The legal form and correctness
of this Agreement is hereby approved.

City of Euclid
L. Christopher Frey, Director of Law


By: ______________________________

Date: ______________________________





The legal form and correctness
of this Agreement is hereby approved.

Cuyahoga County
Najeed G. Nakhlouf, Director of Law


By: ______________________________


Date: ______________________________










EXHIBIT C
PROTOCOLS BETWEEN THE CITY AND THE COUNTY REGARDING DELIVERY OF CITY PRISONERS
TO THE COUNTY FOR HOUSING AND
RELEASE OF CITY PRISONERS

A. Procedures for Delivery and Acceptance of City Prisoners
1. All persons the City arrests and wants the County to detain in County jail facilities shall be conveyed to the County
Euclid Jail located at 545 East 222
nd
Street, Euclid, Ohio 44123.

2. Upon delivery by the City to the County Euclid Jail, the County shall promptly accept and take custody of the
City Prisoner.
a) The City Officer or Bailiff shall promptly fill out any form(s) the County reasonably requires the delivering
person to complete and shall complete a pre-booker form containing all pertinent information required for proper
booking and acceptance by the County. A copy of that form will be given to the City Officer or Bailiff.

b) County shall search and inventory detainee`s property Iollowing the County Jail protocol.

c) The County shall only require arresting officers to remain at the County Euclid Jail long enough to obtain
the information needed for proper booking.

d) City Officers or Bailiffs shall not loiter or remain at the County Euclid Jail booking area longer than
necessary.

3. City Prisoners shall be booked by the County in accordance with County procedures. The County shall be
responsible for the DNA swabbing of all City of Euclid arrests.
a) The Euclid Police Department will continue to follow Department policy; complete and record all BAC
testing done at Euclid Police Department prior to County booking, including, continuing to record and enter into
evidence all recorded BAC tests conducted.

4. The County shall make available, as reasonable, by electronic format booking records of all City arrests. County
electronic booking records shall contain the name, badge number, and title or rank of the City Officer or Bailiff
delivering the prisoner(s), and the date and time of delivery.

5. City Prisoners accepted by the County requiring emergency hospitalization during their confinement shall be
conveyed by the County or by EMS by calling 9-1-1and guarded by County personnel. County personnel shall then
return the City Prisoner to the County jails as appropriate. In some instances, the County may request that the Euclid
Police Department escort the City Prisoner to the hospital, to be relieved by County personnel as soon as possible.

B. Charging and Release of Felony Suspects and Misdemeanor City Prisoners

1. City is responsible for ensuring that City Prisoners that are felony suspects held at the County jails are charged
prior to the 48-hour requirement (or as the time period is amended by Ohio law). The Euclid Police Department shall
charge those arrested and housed with the County jail in a timely manner following departmental policy, State and
Federal guidelines, detainees shall not be held beyond any time limitations. If they are not so charged and the City
has not notified the County to release them, the County may release them per its usual protocol and procedures for
its own prisoners.

2. The County agrees to abide by Euclid Municipal Court orders pertaining to plea agreements for Minor
Misdemeanor arrests, releasing forthwith those ordered released by the Euclid Municipal Court.

C. Access to City Prisoners by City

The County will make available any Euclid Police Department arrest that is accepted and housed through the County
available for interview, statement or any other purpose to complete an investigation for charging or release. This can
be done on-site or the detainee may be removed from the jail by the investigating detective/officer with permission
from the County.

D. Release of City Prisoners by County

The County jail shall properly document by date and time all City of Euclid detainees that have been
charged/released to be made available upon request of the City.












EXH!B!T D
TO AGREENENT NO. ______________

LEASE BY COUNTY OF C!TY-OWNED JA!L SPACE TO COUNTY
FOR OPERAT!ON OF COUNTY JA!L FAC!L!TY


This Lease (the Lease") is subject to, and entered into on the same effective date as, the
underlying Agreement No. __________, (the Underlying Agreement"), to which this Lease is attached
and expressly incorporated therein as Exhibit D, between the City of Euclid (City"), by and through its
Nayor , under the authority of Ordinance No. _________________, passed on _________________,
(attached hereto as Exhibit A ), and the County of Cuyahoga (County" or Lessee"), a political subdivision
of the State of Ohio, on behalf of the Cuyahoga County Sheriff Department, under the authority of
Cuyahoga County Resolution No. ___________ passed by the Cuyahoga County Council on
______________ (attached hereto as Exhibit B to).

REC!TALS

1. The City owns the land and improvements thereon (said improvements described herein in
Exhibit 1 as referenced herein as the "Jail") at 5+5 East 222
nd
Street, Euclid, Ohio ++123; and

2. The County desires to lease and improve certain space of the Jail for County jail operations in
conjunction with the County Sheriff's Department Agreement to House and Provide Services for City of
Euclid Prisoners (City Prisoners") pursuant to the Underlying Agreement; and

3. The City desires to lease its Jail to the County for the operation of a County jail facility by
the Cuyahoga County Sherriff's Department within the City of Euclid.

NOW, THEREFORE, in consideration of the following mutual promises and agreements, City and
Lessee agree as follows:

1. DEF!N!T!ONS

Attachments" means articles attached to the Leased Premises.

Basic Rent" shall mean the sum of $1.00 per year to be paid by Lessee to City on a yearly basis
during the Term of this Lease.

Building" means the Euclid Police Station and Jail at 5+5 East 222
nd
Street, Euclid, Ohio ++123.
further described in Exhibit C attached to and incorporated into this Lease.

Building Naintenance" shall include, but not be limited to, maintenance activities customary,
traditionally and normally associated with and ancillary to the occupation and operation of a Building
relating to building mechanical systems including but not limited to HvAC, plumbing, lighting, flooring,
electrical, painting, windows and sanitation as well as exterior painting, but not including exterior building
masonry.

Common Area" means those areas located inside andfor outside the Building for the nonexclusive
use of Lessee in common with other authorized users. , and shall be designated in the description in Exhibit
C attached and incorporated herein.

Chief" means the Chief of Police for the City of Euclid Police Department or such other officer,
agency, or agencies of the City or other governing body as may now or may later have jurisdiction to lease
the Leased Premises andfor Jail.

Equipment" means articles that are not attached or affixed to the Leased Premises andfor Jail that
are used or bought for use primarily in Lessee's operations or in connection with Lessee's activities.

Furnishings" means furniture, draperies, decorations, decorating or other special finishing work,
signs, special lighting fixtures, and similar articles.

Hazardous Substances" shall include, but not be limited to, flammables, explosives, radioactive
materials, petroleum and petroleum products, asbestos and polychlorinated biphenyls, hazardous or toxic
materials, wastes and substances that are defined, determined or identified as such under all present and
future federal, state or local laws, rules or regulations and judicial or administrative interpretation thereof.

!mprovements" means all improvements made to the Leased Premises andfor Jail by Lessee and
as described in Lease Exhibit 2 or subsequently by written agreement of the Parties, including, but not
limited to, any renovations and alterations to the Leased Premises or Jail constructed by Lessee during the
term of this Lease or any renewal or extension thereof.

Jail" means the improvements situated on the Leased Premises that are currently operated by the
City of Euclid as a full service confinement facility as defined in rule 5120:1-7-02(A)(1) of the Ohio
Administrative Code.

Leased Premises" means the interior of the Building and where the City of Euclid Jail is situated,
and the improvements thereon that are to be used and occupied by the Lessee under this Lease as a
Jail, and expressly includes use of the Sally Port in the Euclid Police Department parking garage, all of
which are fully described in attached Exhibit 1 and includes any !mprovements made by Lessee thereto
during the term of this lease.

Structural Naintenance" means Naintenance of Building foundations, structural members, and
exterior walls and roofs.

Untenable" means a condition in which the Leased Premises andfor Jail are deemed unfit for the
purposes of this Lease, which condition is not due to the negligence or wrongful actions of Lessee.


2. THE LEASED PREN!SES

2.1 City grants and leases to Lessee, and Lessee accepts from City, subject to the covenants,
conditions and terms in this Lease, the right to occupy and use the Leased Premises and Jail described
and defined in Exhibit 1, for the sole purpose of operating a jail facility by Cuyahoga County Sheriff's
Department personnel in conjunction with the Underlying Agreement which is expressly incorporated
herein by reference.

2.2 Lessee shall have exclusive use of the Leased Premises and Jail, including but not limited to
the Sally Port on the Leased Premises for the sole purpose of bringing prisoners onto the Leased Premises
andfor Jail.. The City shall not use, obstruct or store any items in the Sally Port without the prior approval
of the Lessee and only for such period of time approved by the Lessee. The Lessee shall maintain the
Sally Port in good working condition at all times and be responsible for any damage to the Sally Port
caused by County's negligence.

2.3 Lessee shall have exclusive use of, access to and maintenance responsibility for the video
surveillance system within the Leased Premises andfor Jail. The City shall be granted access to the security
video surveillance system at all reasonable times for law enforcement purposes, as necessary.

2.+ Lessee shall permit authorized City law enforcement personnel to use interview rooms in
the Leased Premises and Jail for interviewing of City or County Prisoners for law enforcement purposes.

2.5 The parties acknowledge and agree that during the ninety (90) Day Transition Period
described in the Underlying Agreement, the City may have to use parts of the Leased Premises for existing
City jail operations until the County fully takes over the City's jail operations. The parties shall work
cooperatively and pursuant to the Transition Plan to permit the orderly transition of jail operations from
the City to Lessee.

3. TERN OF LEASE
This Lease shall commence on the effective date of the Underlying Agreement, and shall continue
for a term of five (5) years or until such time the Underlying Agreement is terminated, unless this Lease
is sooner terminated by mutual written agreement of the parties or as otherwise provided by the provisions
of this Lease.

Lessee agrees to provide the City with twenty four (2+) months written notice of its intent to
terminate the Underlying Agreement or otherwise terminate, cancel, end or not renew this lease.


+. RENT, TAXES, UT!L!T!ES, AND OTHER CHARGES
+.1 Net Lease. This Lease is a net" lease. City and Lessee intend that the Rent payable
under this Lease shall, except as otherwise provided, be absolutely net to the City and that all costs,
charges, expenses, impositions and obligations of every kind and nature whatsoever relating to the
ownership, use, occupancy, daily repair and maintenance of the Leased Premises and Jail, as more
specifically set forth herein, which may become due or arise during the Term, shall be paid by Lessee.

+.2 Basic Rent. !n consideration of this lease of property, Lessee agrees to pay the City
without demand the Base Rent of $1.00 per year throughout the Term of the Lease, payable each year on
January 1, without notice or demand.

+.3 Utilities for the Leased Premises and Common Area. Unless separate utility meters
are installed the City agrees that during the Term of this Lease it will be responsible for a pro rata amount
of utilities consumed in the Leased Premises based upon the square footage of the Leased Premises
occupied exclusively by personnel of the Euclid Police Department, (approximately 17,096 sq. ft. - ++).

Unless separate utility meters are installed, Lessee agrees it will be responsible for its pro rata
share of utilities consumed within the Leased Premises and Jail, said pro rata share being determined
according to the Lessee's use of the Leased Premises and Jail (21,+00 sq. ft. - 55.6) identified in Exhibit
1.

Utilities for the Leased Premises and Common Area shall include water, sewer, electricity, gas,
heating, and air conditioning, in connection with the Lessee's operation of the Jail on in the Leased
Premises.

The Lessee agrees to pay for any utility or service upgrades, personal use equipment such as
telephones, or improvements it deems needed for its activities conducted on the Leased Premises andfor
Jail, and for any utilities or expenses used or incurred only by, or directly attributable to Lessee. The
Lessee shall reimburse City for utilities paid by the City of behalf of the Lessee within forty-five (+5) days
of receipt of an invoice from City.

+.+ Place of Payment. All Rent payments shall be made to the City by good draft or check,
payable to the order of the City of Euclid and forwarded to:

City of Euclid
Department of Finance
585 East 222nd Street
Euclid, Ohio ++123-2099



5. COND!T!ON OF THE LEASED PREN!SES.
5.1 Condition of Leased Premises. Lessee accepts the Leased Premises and Jail as is."


6. USE OF THE LEASED PREN!SES
6.1 Lessee is granted the right to use and occupy the Leased Premises for the sole purpose of
operating County Jail facilities by Cuyahoga County Sheriff's Department personnel.

6.2 Compliance with Laws. Lessee further covenants and agrees to comply at all times with all
applicable laws of the federal government, state, ordinances of the City that are of general and uniform
applicability, and all applicable regulations of the City that are of general and uniform applicability, or other
agencies, and shall be responsible for securing, at its own expense, any and all licenses, and permits
required by law or by this Lease.

6.3 Compliance with Direction of Chief of Police. Lessee agrees to, in good faith, comply with
reasonable requests or directions of the Chief of Police concerning Lessee's operations and improvements
that, in the Chief's sole determination, impact on the operation of, or security at, the Euclid Police
Department.

6.+ Nonexclusive Use. Lessee understands and agrees that its right to use the Leased Premises
is nonexclusive.

6.5 Rights are Conditional. All rights granted to Lessee under this Lease are expressly
conditioned upon Lessee's payment of the Rent, and upon Lessee's performance of the covenants
contained in this Lease and the Underlying Agreement.

6.6 Environmental Conditions. Lessee shall not cause, permit or suffer the existence or the
commission by it, its agents, employees, contractors, or invitees, or by any other person, a violation of
any applicable present and future statutes, regulations, laws, ordinances, orders, opinions and the like of
federal, state and local governmental agencies and divisions and applicable judicial administrative and
regulatory bodies relating to the protection of human health and the environment upon, about or beneath
the whole or a part of the Leased Premises.

7. !NPROvENENTS
7.1 Procedures for Construction of !mprovements and Attachments. Lessee shall construct, or
cause to be constructed, !mprovements to the Leased Premises as fully described in Exhibit 2 and as shall
be supplemented in writing by Lessee, and approved by the City, during the Term of the Lease so that the
City is at all times fully advised of scope and extent of the !mprovements desired andfor contemplated by
the Lessee. (!mprovements".) Lessee acknowledges that it is solely responsible for hiring contractors or
using its own qualified personnel and for obtaining and paying for any permits, licenses, filing fees, or
other requirements or expenses in connection with the !mprovements.

7.1.1 Prior to construction of any !mprovements to the Leased Premises, Lessee must obtain the
prior written approval of all design plans, construction plans, cost estimates, and specifications for any and
all construction from the Chief, the City of Euclid Planning and Zoning Commission, and any other
department, division, or director of the City of Euclid, the County, or other agency authorized by law to
review such plans and specifications, not to be unreasonably withheld or delayed. Factors relevant to
approval include, but are not limited to, aesthetic appearance, public safety and the extent of interference
with other City property.

7.1.2 !mprovements shall be constructed so as to conform to design plans, cost estimates,
construction plans and specifications, all of which must be pre-approved by the City.

7.1.3 Upon the request of the City, Lessee shall promptly meet in person with the City to discuss
any aspect of the !mprovements. Lessee shall provide the City with such information as it deems necessary
to review any issue raised by the City and shall at all times cooperate with the City in resolving or
addressing any issue.

7.2 Protection of Utility Lines and Equipment. While constructing the !mprovements, Lessee
shall make, at its own expense, suitable arrangements for relocation of any affected utility lines, cables or
other equipment, without damage to the Leased Premises, Jail or other City property.

7.3 Title to !mprovements. All !mprovements made by Lessee under this Lease shall become
the property of the City. Upon Lessee's surrender of the Leased Premises, the expiration of the Lease
Term, andfor either party's delivery of notice of termination of this Lease, title to all !mprovements made
under this Lease shall be and become the property of the City.

7.+ Warranties. All work done in connection with the construction or
placement of all !mprovements on the Leased Premises andfor Jail, or any rehabilitation, renovation,
restoration or repair shall be done in a good and workmanlike manner, without damage to the Leased
Premises, Jail or other City property, free from faults and defects and in compliance with the applicable
building and zoning laws and with all laws, ordinances, orders, and requirements of all applicable
governmental authorities.

Lessee warrants that title to all !mprovements will pass to Lessee and City free and clear of all
liens, mortgages, claims, security interests and encumbrances. This Section 7.+ shall survive the early
termination or the expiration of this Lease.

7.5 Required !mprovements and Other Construction
Lessee shall complete construction of, or deliver in workable condition, all !mprovements listed in
Exhibit 2 or as amended by agreement of the parties subsequent to this Lease Agreement.

7.6 As-Built Drawings. !f applicable, within ninety (90) days after completion of construction
of any improvements, Lessee agrees to provide the City, at Lessee's sole expense, as-built drawings".
Notwithstanding the foregoing, the parties acknowledge that minor repair or rehabilitation work performed
on the Leased Premises andfor Jail will not require the Lessee to deliver as-built drawings" to the City.

7.7 Contracts and Subcontracts with non-Parties Constructing !mprovements for Lessee.
Lessee shall provide copies of any contracts with contractors providing !mprovements to the Leased
Premises and for Jail upon request by the City. The City shall not be responsible to the contractor or
subcontractors for fees, compensation, or any terms due them under the applicable contractor or
subcontractor agreements executed by the Lessee.

7.8 City shall contribute $600,000 payable to the Lessee for said !mprovements as provided in
Article !!! of Underlying Agreement.

8. NA!NTENANCE AND OTHER OPERAT!ONS
8.1 Naintenance by Lessee. Lessee shall, at its sole cost and expense, perform all maintenance,
including, but not limited to, Building Naintenance, to the Leased Premises and Jail, and shall ensure that
the Leased Premises, maintain a first-class appearance.

8.2 Naintenance by the City. The City shall be responsible for maintenance of Common
Areas (including, but not limited to, the generator shared between the Euclid Police Department and the
Jail), except that Lessee shall be responsible for any damage to the Common Areas attributable to Lessee's
operations of the County jail facilities. The City shall maintain the lawns and exterior grounds of the
Leased Premises and Jail, including but not limited to the parking area, lawn maintenance, and snow
removal. The City shall also perform all Structural Naintenance to the Leased Premises and Jail, as
necessary.

9. DANAGE OR DESTRUCT!ON OF LEASED PREN!SES AND FAC!L!T!ES.
9.1 Damage to Leased Premises. Unless directly caused by the City's acts or omissions and
only to the extent thereof, if the Leased Premises or any part of it is damaged or destroyed by fire or other
causes during the Lease Term, the Lessee shall, with reasonable promptness, repair, restore, and replace
the same at its own cost. The Lessee shall cause the Leased Premises and Jail, including any
!mprovements to it, to be restored, repaired, or replaced to at least the condition existing immediately
before the damage or destruction.

9.2 Untenable Conditions. !f the Leased Premises or a portion thereof are, in the
Lessee's determination, rendered untenable by damage or destruction, the Lessee may, in its sole
discretion, take either of the following actions, provided that Lessee shall notify City in writing of its
decision within thirty (30) days of the occurrence of the damage or destruction of the Leased Premises:

(a) Repair or rebuild the Leased Premises or portion thereof.

(b) Terminate this Lease under Sections 3 and 18 of this Lease.

!f Lessee terminates the Lease under Section 18 for Untenable Conditions, it shall promptly reimburse City
for the cost of repair andfor rebuild of the Leased Premises to the extent the untenable conditions were
caused by Lessee's acts or omissions.

9.3 Parties Not Liable. The parties acknowledge that both parties are self-insured and agree
that the neither party shall be liable to, responsible for, nor be required to reimburse the other for losses
or costs incurred or expended by it for any loss or damage to the Leased Premises except as set forth in
this Lease. The parties further agree that neither party shall be liable for any loss of profits, inconvenience
or annoyance to the other party or injury to the business of the other party resulting in any way from
damage or destruction of the Leased Premises, or the repairing or rebuilding done upon damage or
destruction unless otherwise provided herein.

10. SU!TS OR CLA!NS

10.1 Each party shall only be responsible for the actions or failure to act of its own employees, officers,
agents, and contractors, including the defense of all suits or claims that may be based upon any injury to
persons or property arising out of Lessee's operations, its own acts or omissions, or upon any costs or
expenses arising from failure to adhere to State or federal regulations or laws regarding the Leased Premises
andfor Jail. This clause shall survive the Term of this Agreement. Nothing in this provision may be interpreted
to waive any of the legal defenses either Party have available including immunity.

10.2 Neither party shall be deemed an agent of the other.

11. !NDENN!TY
11.1 Contractor !ndemnification Requirement. Lessee shall require its contractors working at
the Leased Premises or Jail to defend, indemnify and hold harmless the City, its officers, agents,
employees, successors and assigns, from any and all claims, demands, losses, costs, damages, expenses
and liabilities, including attorneys' fees, for or from loss of life or damage or injury to any person or
property of any person, including without limitation, the agents, employees, invitees, licensees,
subtenants and vendors, of either of the parties to this Lease, arising out of, connected with or
incidental to, either directly or indirectly, acts or omissions arising out of performance of work under the
contract, with the exception of damage resulting solely from the negligent act of the City or its
employees.

Further, Lessee agrees to require its contractors working at the Leased Premises and Jail to carry
Property, Casualty andfor other insurance covering the Leased Premises and Jail sufficient to repair
andfor replace the Leased Premises andfor Jail for loss of life, damage or injury to any person or
property arising out of a contractor's work, and to name the City as an Additional !nsured under all such
insurance policies.


11.2 !ndemnification by Lessee and City. The parties acknowledge that, as Ohio political
subdivisions, the Lessee and the City are prohibited from indemnifying any person or entity, and agree
that no provision of this Lease may be interpreted to obligate either party to indemnify and defend the
other party.

11.3 Survival of Requirement. The provisions of this Section 11 shall survive the expiration or
earlier termination of this Lease.


12. ASS!GNNENTS, TRANSFERS AND OTHER PART!ES.
12.1 Assignment and Transfer. Lessee shall not sublet, assign, sell, transfer, convey, mortgage
or otherwise dispose of this Lease, of it or its right to execute it, or its right, title or interest in it or to it,
or any part, except by prior written consent of the the City. The City's consent shall be solely in the City's
discretion and subject to legislation by the Euclid City Council. The giving of any consent to a particular
transfer shall not dispense with the necessity of obtaining consent to any further or other sublets,
assignments, transfers or other disposal or conveyance of any rights or obligations under this Lease.

12.2 City's Rights. !f this Lease is assigned by Lessee, or any transfer of interest of any nature
occurs that is prohibited by Section 12.1 above, the same shall be null and void and the transferring Lessee
shall remain as Lessee and shall remain liable for the performance of all obligations on the part of Lessee
to be performed under this Lease.

12.3 No Third-Party Beneficiaries. Nothing in this Lease shall be construed to create any third-
party beneficiaries.

13. R!GHT OF ENTRY UPON THE LEASED PREN!SES AND JA!L
The City, through its officers, employees, agents, representatives and contractors, shall have the
right at all reasonable times to enter , after providing Lessee reasonable notice, upon the Leased Premises
and Jail for all reasonable purposes, including, without limitation, the following: for observing the
performance by Lessee of its obligations under this Lease, for inspecting !mprovements to the Leased
Premises and for doing any act or thing that the City may be obligated or have the right to do under this
Lease by virtue of the City's ownership of the Leased Premises or otherwise.

1+. F!NANC!AL RECORDS
1+.1 Retention of Financial Records. Lessee shall maintain all records required to document
Lessee's compliance with obligations to City under this Lease, including receipts or other evidence showing
payment of contractors and of any assessments. As soon as practicable following completion of the
!mprovements, Lessee shall submit an itemized statement, certified by an officer of Lessee, showing the
actual cost of !mprovements as constructed and installed by Lessee and shall, if requested by City, produce
copies of invoices and other records.


1+.2 !nspection of Books and Records. Upon reasonable notice, Lessee shall permit City to inspect,
audit, and copy all books and records maintained or required to be maintained by Lessee under any term
of this Lease at City's costs as reasonable. City agrees to conduct any such inspections and audits only
during the normal business hours of Lessee.

15. NO WASTE
Lessee shall not do or suffer any waste in any respect to the Leased Premises andfor Jail or any
part of them.


16. DEFAULT OF LESSEE
16.1 Events Of Default. Each of the following shall constitute a default by Lessee:
(a) Lessee becomes insolvent, makes a general assignment for the benefit of creditors, or
files a voluntary petition in bankruptcy, or consents to the appointment of a receiver, trustee or
liquidator of all or substantially all of its property;

(b) By order or decree of a court, Lessee is adjudged bankrupt or an order is made approving
a petition filed by any of the creditors or, if Lessee is a corporation, by any of the stockholders of Lessee,
seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or
U.S. or state law or statute.

(c) A petition under any part of the federal bankruptcy laws or an action under any present
or future insolvency law or statute is filed against Lessee and is not dismissed within thirty (30) days
after the filing;

(d) Lessee voluntarily abandons, deserts, vacates or
discontinues its operations at the Leased Premises andfor Jail;

(e) Lessee fails to keep, perform and observe every other material promise in this Lease to be
kept, performed or observed within ninety (90) days after receipt of written notice of default under this
Lease from the City except where fulfillment of its obligation requires activity over a period of time, and
Lessee has commenced to perform to the reasonable satisfaction of the City whatever may be required
for fulfillment before the expiration of ninety (90) days after receipt of notice given in accordance with
Section 20, and continues the performance without interruption.

16.2 Remedies For Default. Upon occurrence of any of the defaults listed in 16.1, or at any
time thereafter during the continuance of the default, the parties shall follow the remedies and dispute
resolution provisions as set forth in Article 17 in the Underlying Agreement.

16.3 No Waiver of Default. No waiver by either party at any time of any of the terms or
conditions of this Lease shall be deemed or taken as a waiver at any time of the same or any other term
or condition in this Lease or of the strict and prompt performance of the term or condition. No delay,
failure or omission of the City to re-enter Leased or !mproved Premises or to take or to exercise any
right, power, privilege or option arising from any default, or subsequent acceptance of any commission
then or later accrued shall impair or be construed to impair any right, power, privilege or option to waive
any default or relinquishment thereof, or acquiescence therein and no notice by the City shall be
required to restore or revive any option, right, power, remedy or privilege after waiver by the City of
default in one or more instances. No waiver shall be valid against the City unless reduced to writing and
signed by an officer of the City duly empowered to execute same.


17. TERN!NAT!ON OF LEASE
17.1 Termination for Default. The City, in its sole discretion may terminate this Lease upon
thirty (30) days' notice after the occurrence of a material default and failure to cure as provided in
Section 16 above.

17.2 Termination of Lease Upon Damage or Destruction of Premises or Facilities. Lessee may
terminate this Lease at its sole discretion upon damage or destruction to the !mproved andfor Leased
Premises in accordance with the provisions set forth herein.

17.3 Termination of Lease Upon Partial or Total Condemnation of !mproved Premises. !f part
or all of the Leased Premises andfor Jail is taken by the exercise of eminent domain powers by an
entity other than the Lessee, the Lessee may at its option terminate this Lease as the entire Lease
Premises or as to the portion of Leased Premises taken at Lessee's sole discretion. The termination
shall take effect on the date of transfer of title to the condemning authority, and payments required
in this Lease shall be prorated, if applicable, accordingly. Any award made in any condemnation
proceeding for the taking of any part or the whole of the Leased Premises and Jail shall be the sole
property of and be paid to City.

17.+ Notwithstanding any other provisions herein, the County can terminate this Lease
immediately if the City does not timely make its annual payment as outlined in Article !!! of the
Underlying Agreement.

18. SURRENDER OF PREN!SES
18.1 Generally. Lessee agrees to yield and deliver peaceably to City, possession of the Leased
Premises promptly and in good condition, reasonable wear and tear excepted, on the date of cessation
of this Lease, whether the cessation be by termination, expiration or otherwise. Upon termination, title
to !mprovements shall vest in the City as provided herein.

18.2 Removal of Property. Upon cessation of this Lease, Lessee shall immediately and at its
own expense remove all its personal property, Furnishings and Equipment, provided, however, that no
installed or extended utility lines and no !mprovements and Attachments shall be removed unless
Lessee is directed to do so by City. Any damages to the Leased Premises or Jail on account of removal
of any of the items mentioned above by Lessee shall be repaired by Lessee at its sole expense.

18.3 Waiver. While both parties acknowledge the other party's right to litigate any issue
with respect to this Lease, Lessee expressly waives any right in law or equity to withhold possession of
the Leased Premises or Jail after notice of termination in accordance with the provisions of this Lease.

19. NOT!CES
19.1 Form of Notices. Any notices, consents or approvals required or permitted under this
Lease shall be in writing and personally delivered or sent by regular U.S. Nail and shall be deemed to
have been served or given when personally delivered or three days following the date of mail delivery.

19.2 Notices to the City. Notices to the City shall be delivered or addressed to it at:


City of Euclid
Office of the Nayor
585 East 222nd Street
Euclid, Ohio ++123

with a copy to:
City of Euclid
Director of Law
585 East 222nd Street
Euclid, Ohio ++123


or to such other person or place as the City may designate in writing.

19.3 Notices to the Lessee. Notices to Lessee shall be delivered or addressed to it at:
Attn: Deputy Chief of Staff, Justice
Cuyahoga County
Office of Cuyahoga County Executive
310 West Lakeside Avenue, Suite 300
Cleveland, Ohio ++113

With a copy to:
Attn: Law Director
Cuyahoga County Department of Law
310 West Lakeside Avenue, Suite 731
Cleveland, Ohio ++113

20. CONSTRUCT!ON OF AGREENENT
20.1 Generally. All terms and words used in this Lease, regardless of the number and gender
in which they are used, shall be deemed and construed to include any other number, singular, plural,
and any other gender, masculine, feminine or neuter, as the context or sense of this Lease may require,
the same as if such words have been fully and properly written in the number and gender. Lessee
agrees that no representation or warranties of any type shall be binding upon the City, unless expressly
authorized in writing in this Lease. The headings of sections and paragraphs, if any, to the extent used
in this Lease are used for reference only, and in no way define, limit or describe the scope or interest of
any provisions of this Lease. This Lease grants to Lessee only the rights and privileges expressly
included in this Lease and does not create a transfer of any interest in real estate. This Lease may be
executed in any number of counterparts, each of which, when so executed and delivered, shall be
deemed an original, but such counterparts together shall constitute but one and the same instrument.
The following attached documents are incorporated in and made a part of this Lease:

Lease Exhibit 1 Description of Leased Premises and Jail
Lease Exhibit 2 Description of !mprovements to Leased Premises and Jail


20.2 Prior Agreements. This Lease supersedes all prior agreements between the parties
respecting the subject matter of this Lease, both written and unwritten, and constitutes the entire
agreement between the parties as of the effective date. Any provisions of prior agreements that conflict
in any manner with the provisions of this Lease is specifically declared void and of no effect.

20.3 Amendments to Be !n Writing. This Lease shall not be changed, modified,
discharged or extended except by written instrument executed by both parties
in accordance with the laws of the State of Ohio and the Codified Ordinances and Charter of the City and
the Charter and Ordinances of the County.

20.+ Severability. !f any term or provision of this Lease is held invalid, illegal or
unenforceable by any court of competent jurisdiction, the invalidity, illegality or unenforceability shall not
affect any other term or provision of this Lease. This Lease shall be interpreted and construed as if such
term or provision, to the extent it has been held invalid, illegal or unenforceable, had never been
contained in this Lease.

20.5 City and Lessee Not Partners. Nothing contained in the Lease shall be deemed to
constitute the City and Lessee as partners, in a partnership, or in a joint venture for any purpose
whatsoever.

20.6 Laws of Ohio. This Lease shall be construed in accordance with the laws of the State of
Ohio.

21. !NSURANCE.

City shall obtain and keep in force during the Term all risk insurance covering the Building.
Such insurance shall cover damage caused by fire, lightning, wind storm, vandalism, malicious
mischief, and all other risks typically covered by special form" or all risk" property damage
policies in the State of Ohio. Such insurance shall be full replacement cost coverage and name
Lessee as an additional insured.







!N W!TNESS WHEREOF, the parties have caused this instrument to be executed as of the date
and year first above written.






C!TY OF EUCL!D



By:___________________________________
Bill Cervenik, Nayor




CUYAHOGA COUNTY




By:___________________________________
Edward FitzGerald, County Executive

The legal form and correctness
of this Agreement is hereby approved.


By: ______________________________

Date: ______________________________
L. Christopher Frey, Director
City of Euclid Department of Law



The legal form and correctness
of this Agreement is hereby approved.



By: ______________________________
Date: ______________________________
Najeed G. Nakhlouf, Director of Law Cuyahoga County






E XHI BI T 1
Description of Leased Premises and Jail

The Euclid City Jail was built in 1987 as an extension of the City of Euclid Police Station. The Jail structure
is a free-standing facility with the only physical connection consisting of the Sally Port to the Police Station.
There is an underground tunnel connecting the Jail to the Municipal Court building immediately to the
south. The overall building area is 18,217 SF (excluding exterior courtyards), there are a total of 83 beds.
Based upon the status as a Municipal Jail facility with limited lengths of stay, there is no space dedicated
for program activities. The existing building is a single story, slab on- grade building with masonry exterior
walls, concrete plank roof structure with a partial flat and partially sloping roof, interior walls consist of
painted concrete block and textured epoxy floor treatment, suspended acoustical ceilings with lay-in acrylic
fluorescent lighting fixtures or exposed concrete plank decking with acrylic wrapped fluorescent fixtures.

Services are provided from the existing Police Station for electrical, water service and fire suppression.
Sanitary and storm sewers are tied into the main systems at East 222nd street.

Jail capacity consists of a total of 83 beds organized as follows;

1 female pod with 8 double bunk cells opening into a corridor flanking a Day Room and Exterior
Recreation Area. There is a single bunk Isolation Cell and a single common shower
2 male pods with 16 double bunk cells opening into a corridor flanking a Day Room and Exterior
Recreation Area. There is a single bunk Isolation Cell and a double compartment common shower
within each pod, the isolation cell has a dedicated shower
Each pod has an enclosed Day Room with direct visual access to the Exterior Recreation Area
Janitor`s Closet at the Female Pod and a JC at each oI the Men`s Pods
Linen/Storage Closet at the Female Pod and a shared Linen/Storage Closet at the Men`s Pods
Single drinking fountain at the Female Pod, two drinking fountains at each of the Male Pods
Interior exercise area adjoining the Male Pods

Operations Support:

A. Visitor entry Lounge and Visitation windows`; 2 Iemale and 6 male. Search vestibules are provided
for both the Male and Female Visitation areas. Viewing room adjoining visitation area. Please note,
this space is not functional, glass was mounted in the wrong orientation.

B. Food service and preparation area consisting of a Serving line with circulating doors, Kitchen with
reach-in cooler & freezer, Food Preparation Room and Bulk Storage Room. Separate access from
the exterior service area.

C. Medical Office with abandoned toilet and shower.

Administration:

D. Sally Port; secured at each end with overhead doors and access to the Jail`s Intake Area and the
Police Station Main Level, rear entry. Glazed wall to Intake area.

E. Intake Area; open Intake space with finger printing and booking functions, adjoining spaces as
follows;

Administrative office
Clothing and mattress storage
Inmate property room
Male Holding
Female Holding
Detox room

F. Male Pod Control Area: central control space with dedicated access to Corrections Officer lockers
and restroom facilities, 20 lockers total.

G. Female Pod Control Area (Matron): central control space with dedicated access to Corrections
Officer lockers and restroom facilities, 8 lockers total.

H. Miscellaneous: Detective Interview room, alternative Interview room at vestibule.

I. Underground connecting tunnel to the Municipal Court.



E XHI BI T 2
Description of Improvements to Leased Premises and Jail


Roof replacement
Courtyard glazing replacement
Paint entire facility
Carpet install in administrative areas
Replace various toilets and partitions
Replace employee lockers
Replace cameras
Replace roof top mechanical units
Clean and inspect dampers
Separate metering for electric, natural gas and water
Miscellaneous plumbing
Miscellaneous millwork