COMMUNITY ACCOUNTABILITY PROGRAM ADMINISTRATIVE SUPPORT SERVICES AGREEMENT This Administrative Support Services Agreement (the “Agreement”) is between American Justice Solutions, Inc., a Delaware corporation doing business as CorrectiveSolutions (“CorrectiveSolutions”), and the District Attorney of Sonoma County, State of California (“District Attorney”): Recitals (i) The District Attorney and CorrectiveSolutions have expressed interest in entering into this Agreement on the terms contained herein, and such terms shall remain valid and in effect for thirty (30) days from the date of execution by CorrectiveSolutions (“Courtesy Period”) and will expire after the Courtesy Period if the Agreement is not jointly executed by both parties within the Courtesy Period. (ii) The principal business activity of CorrectiveSolutions is the administration of pre-charge, pre-trial, and/or post-trial diversion programs (“Community Accountability Programs”) for and in behalf of State and Judicial District prosecutors’ offices. These Community Accountability Programs generally allow eligible individuals accused of committing crimes to avoid any prospect of criminal prosecution, or eligible individuals convicted of committing crimes to avoid court costs, fines, imprisonment or other penalties (collectively, “Participants”), among other benefits, provided the Participant satisfies the Community Accountability Program requirements (“Conditions”) as outlined in Schedule 1, including attendance at an educational and rehabilitative Community Accountability Class (“Class”). These Classes address the causes, behavioral patterns, and stresses that contribute to various forms of criminal conduct, and teach Participants how to avoid repeating such offenses in the future. Each Participant must pay applicable fees (“Program Fees”) as outlined in Schedule 2 and full restitution (if any) to the victim of his or her offense. (iii) The District Attorney desires to institute a pre-charge, pre-trial and/or post-trial diversion Program (“Program”) to benefit Participants for whom the District Attorney determines to be eligible for the Program, and desires to retain CorrectiveSolutions to provide administrative support services and to staff and to administer the Program Classes, as reasonably required by the District Attorney in conducting its Program. To the extent that CorrectiveSolutions employees have any interaction with Participants other than with respect to Class-related activities, CorrectiveSolutions employees shall only perform ministerial, non-discretionary duties, at all times subject to the management, direction and control of the District Attorney. CorrectiveSolutions desires to perform these services for the District Attorney as specified herein. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Retention of Services. The District Attorney retains the services of Corrective-Solutions to administer the Program as described herein, and CorrectiveSolutions agrees to perform in accordance with this Agreement. 2. Term. The term of this Agreement shall be from July 1, 2015 to June 30, 2018, unless terminated earlier in accordance with the provisions of Article 10 below. The parties may negotiate two successful one-year extensions, on all the same terms and conditions, if and when extensions are agreeable to both parties. 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 2 of 10 3. Name, Authority, and Control. The District Attorney and CorrectiveSolutions acknowledge that the Program will be operated under the District Attorney's name, authority, and control. It is specifically understood that: (a) the District Attorney retains full prosecutorial discretion and does not delegate to CorrectiveSolutions any aspect of the exercise of prosecutorial discretion and the District Attorney has deemed its Program to be in the best interest of its jurisdiction and concludes that it complies with any applicable state, county or local laws, regulations, rules or any other applicable requirements; (b) the content and frequency of the Classes are to be approved by the District Attorney prior to the commencement of the Classes; (c) Conditions for successful diversion shall be established by the District Attorney and not by CorrectiveSolutions. The District Attorney shall determine which Participants are eligible for the Program, and that contact with the Participant for purposes of the Program is appropriate; (d) the District Attorney retains the authority to contractually set or modify all nonstatutory fees (“Program Fees”) or Conditions related to all aspects of the Program,; and (e) the format, content, and frequency of any written communication with Participants is to be approved in advance by the District Attorney, as will any future material changes to the written communication materials. 4. Services to Be Provided by CorrectiveSolutions. (a) Classes. CorrectiveSolutions will conduct all Program Classes. In that regard, CorrectiveSolutions will provide qualified instructors to conduct the Classes, provide its proprietary Class materials to Participants, lease the required facilities to conduct the Classes, monitor the attendance at the Classes, and communicate directly with Class Participants regarding scheduling, attendance, and related administrative details. Classes shall be scheduled in convenient locations within or near Sonoma County and will be held as determined convenient and effective in serving Participants. Instructors will typically hold advanced degrees in a counseling-related field (e.g., psychology or social work). CorrectiveSolutions will continue to develop and refine its Class curriculum and educational materials, and will conduct ongoing training and evaluation of all CorrectiveSolutions instructors. The Class is designed to eliminate or modify behavioral rationalizations surrounding criminal behavior, as well as focus on deficiencies in the areas of substance abuse, communication, stress management, and other common underlying causes of criminal behavior. Class sizes will average from 20 to 30 Participants, based on Participant and instructor scheduling needs. A CorrectiveSolutions personal study program (or equivalent future program) (“Personal Study Program”) may also, as appropriate, be utilized in lieu of a live Class under certain circumstances, (e.g., if the Participant lives outside a reasonable distance from the Class site, a fully attended Class cannot be assembled on a scheduled date, the Participant is disabled, etc.). (b) Administrative Support. CorrectiveSolutions will provide the District Attorney with pro forma administrative forms and proposed procedural guidelines for the operation of the Program, which are to be reviewed, modified and periodically approved by the District Attorney. CorrectiveSolutions will make its administrative personnel available to assist the District Attorney in the development of administrative procedures to be followed for the clerical and accounting functions of the Program. These procedures include the District Attorney’s written communications to 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 3 of 10 Participants, which may be updated from time to time by Corrective-Solutions for administrative efficiencies following authorization from the District Attorney, depositing and accounting for all associated Program Fees and restitution payments from Participants (if applies), disbursement of restitution payments to victims (if applies), and financial reporting. CorrectiveSolutions shall provide clerical personnel for administrative, accounting, and reporting functions of the Program, subject at all times to the managerial authority of the District Attorney. More specifically, CorrectiveSolutions shall: (i) maintain thorough records to enable the generation of reports detailing the compliance and the disposition status on each Participant's case, (ii) maintain a detailed current accounting record of all receipts and disbursements of the Program, (iii) open and sort correspondence related to the Program and deposit restitution payments (if applies) in a federally insured account (“Account”), (iv) prepare monthly reports summarizing transactions and Program activity for the period, (v) maintain physical files, computer files, and facilities required for performance under this Agreement, and provide the necessary supplies and system access to enable the District Attorney to operate the Program, and (vi) provide other administrative support services to facilitate all other Program Conditions as outlined in Schedule 1. 5. Responsibilities of the District Attorney. The District Attorney shall establish eligibility for all Participants and that contact with any and all Participants for purposes of Program participation is appropriate. The District Attorney shall also determine and specify all appropriate Program Conditions for each Participant, and shall identify said Participants and communicate all Conditions to CorrectiveSolutions for Program administration. The District Attorney shall instruct CorrectiveSolutions how to report Participants who fail to comply with Program Conditions as well as Participants who successfully comply with Program Conditions, including the payment of full restitution (if applies) and all Program Fees. 6. Compensation to CorrectiveSolutions. CorrectiveSolutions is to be compensated as set forth on Schedule 2 attached hereto. 7. Funds and Disbursements. Participants in the Program shall be instructed to remit payments: i) to a post office box maintained by CorrectiveSolutions, ii) over the phone and/or Internet, (e.g., via credit/debit card, ACH or other EFT type transaction), iii) via Western Union (or equivalent service provider), or iv) personal checks, or v) other payment methods that may be available in the future, after which monies shall be deposited in a federally insured Account. Disbursements from the Account shall be made on a regular cycle as set forth in Schedule 2. A summary of all Account transactions shall be reported to the District Attorney by Corrective-Solutions on a monthly basis, with supporting documentation made available for inspection upon request. 8. Records Subject to Audit. The Program books of accounts, records, and source documents shall be maintained by CorrectiveSolutions pursuant to its record retention policies or specific direction from the District Attorney and made available at the request of the District Attorney. The District Attorney shall have the right to examine and audit the Program books and records and supporting source documents at any and all times during which they are maintained. The cost of such audit shall be borne by CorrectiveSolutions if the audit shows an understatement of annual gross income of more than five percent (5%) of the annual gross income determined on audit, or the audit demonstrates a material failure of CorrectiveSolutions to maintain accurate and complete 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 4 of 10 books, records, accounts, and supporting documentation. The cost of audit shall be borne by the District Attorney in all other circumstances. 9. Records Retention. All Program records (physical and electronic) shall be retained by CorrectiveSolutions for a period of not less than three (3) years, with records relating to any litigation, or settlement of claims arising out of performance of this contract being retained for a period of not less than four (4) years. CorrectiveSolutions reserves the right to digitize physical records into electronic files in complying with this requirement. In addition, CorrectiveSolutions reserves the right to destroy physical records once an electronic record is created. 10. Termination. Either party may terminate this Agreement without cause upon ninety (90) days written notice given to the other party. In the event of a termination, the District Attorney shall give CorrectiveSolutions written “wind down” instructions, including but not limited to instructions related to current Participants of the Program. CorrectiveSolutions shall comply with the termination instructions in a manner that is consistent with recognized standards of prudent business practice. Compensation to both parties will continue throughout the process of closing operations. 11. Confidentiality. CorrectiveSolutions acknowledges and agrees to implement reasonable safeguards to protect the confidentiality of information obtained in the course of conducting the administrative aspects of the Program, including the identity and personal information of Participants, the identity of persons who file incident reports with the District Attorney, and the law enforcement operations of the District Attorney. The District Attorney agrees to reasonably protect all proprietary information CorrectiveSolutions provides in connection with the performance of this Agreement, including but not limited to CorrectiveSolutions communications materials, teaching materials, instructional guidelines, financial condition, business plans, customer identities, processes, methods, compilations and technical information. The parties agree upon termination of this Agreement to refrain from using any proprietary or confidential information or materials unless such materials or information may become evidence in any criminal prosecution or civil action that affects Sonoma County of the State of California. 12. Insurance. With respect to performance of work under this contract, Corrective-Solutions shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain, insurance as follows: 12.1 12.2 12.3 05/06/2015 Workers' Compensation insurance with statutory limits as required by the Labor Code of the State of California and Employers’ Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy; General Liability insurance on a standard occurrence form, no less broad than ISO form CG 00 01 with minimum limits of $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The County of Sonoma, Sonoma County Water Agency, Sonoma County Agricultural Preservation and Open Space District, their officers, agents and employees shall be additional insureds for liability arising out of distribution of vendor’s products (ISO endorsement CG 20 15 – “Additional Insured/ Vendors” – or equivalent). Additional insured status shall continue for (1) year after delivery of product(s). The insurance provided to County, et al. as additional insureds shall apply on a primary and non-contributory basis with respect to any insurance or self- insurance program maintained by them. Automobile Liability Insurance with minimum limits of $1,000,000 combined single limit per accident. Coverage shall apply to all owned, hired and non-owned vehicles. CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 5 of 10 13. Status of CorrectiveSolutions Personnel. CorrectiveSolutions employees are and shall remain the employees of CorrectiveSolutions, not employees, special or otherwise, of the county defining the District Attorney’s jurisdiction. CorrectiveSolutions shall maintain all necessary licenses, permits, certificates, and approvals required by the laws of the United States, California, and all other appropriate governmental agencies. Evidence of such licenses, permits, and approvals shall be made available to the District Attorney’s office upon request. Corrective-Solutions certifies that all policies regarding participation in the Program are in writing and shall be made available to the District Attorney and members of the public upon request. The foregoing notwithstanding, CorrectiveSolutions employees, when performing the administrative support requirements of this Agreement, shall be subject to the managerial control of the District Attorney at all times with respect to any communications CorrectiveSolutions employees may have with Participants. To the extent that CorrectiveSolutions employees have any interaction with Participants other than with respect to Class-related activities, CorrectiveSolutions employees shall perform only ministerial, nondiscretionary duties, at all times subject to the management and control of the District Attorney. 14. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof, and contains all of the agreements between the parties with respect to said matter. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party which are not embodied herein, and that no other agreements, statements, or promises not contained within this Agreement shall be valid or binding. 15. Attorneys’ Fees. If a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in ascertaining such party’s rights, or in preparing to enforce or in enforcing such party’s rights under this Agreement, whether or not it was necessary for such party to institute suit. 16. Execution in Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart. 17. Further Assurance. From time to time each party will execute and deliver such further instruments and will take such other action as the other party may reasonably request in order to discharge and perform their obligations and agreements hereunder and to give effect to the intentions expressed in this Agreement. 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 6 of 10 18. Notice. Any notice to be given hereunder by any party to the other, shall be in writing and may be effected by personal delivery, or by registered mail, return receipt requested, addressed to the proper party, at the following addresses: Mats Jonsson Chief Executive Officer American Justice Solutions, Inc. (d.b.a. CorrectiveSolutions) 910 Calle Negocio, Suite 300 San Clemente, CA 92673-6254 The Honorable Jill Ravitch District Attorney Sonoma County 600 Administration Drive, Rm 212-J Santa Rosa, CA 95403 IN WITNESS THEREOF, the parties hereunto, acting by and through their duly authorized officers, have caused this Agreement to be executed on the dates below. _____ DISTRICT ATTORNEY SIGNATURE DATE _____ AMERICAN JUSTICE SOLUTIONS, INC., CHIEF EXECUTIVE OFFICER SIGNATURE DATE APPROVED AS TO FORM FOR COUNTY: By: _____ County Counsel Date: _________________________ 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 7 of 10 SCHEDULE 1- CONDITIONS As determined by the District Attorney, some combination of the following Conditions shall be required of Participants for successful Program completion. A. Mandatory Conditions. Mandatory Conditions will apply to all cases. 1. Community Accountability Class. Eligible Participants are required to pay for and attend a 4.5-hour CorrectiveSolutions Community Accountability Class. The Class is a live, interactive experience typically led by a PhD- or Masters-level counselor. The Classes will typically be held on Saturdays. The Community Accountability Class will be held as frequently as Program case volume requires. Participants can choose to schedule and attend any Class offered between their date of enrollment and their required completion date. B. Optional Conditions. At the discretion and direction of the District Attorney, some combination of the following Optional Conditions may apply to each Participant. 1. Restitution Recovery. Eligible Participants are required to pay criminal restitution (if any) to hold them accountable to their victims. CorrectiveSolutions will manage the recovery of restitution, and each month will disburse restitution to victims at no cost. 2. Driver Re-licensing. Eligible Participants are required to obtain a valid driver’s license by the date of program completion. CorrectiveSolutions will remind defendants of this requirement, will coach defendants on the necessary steps to obtain a license, and will verify license status. 3. Drug and Alcohol Testing. Eligible Participants are required to pay for and submit to random drug and/or alcohol tests (“test” or “testing”), wherein Participants are given less than 24-hours notice to provide a urine sample at an authorized collections site. For each eligible Participant, the District Attorney shall determine the number of random drug and/or alcohol tests and the time frame for test completion. 4. Community Service. The District Attorney’s Office shall determine on a case-by-case basis the number of hours of community service each eligible Participant is required to perform. CorrectiveSolutions will arrange with the County’s Community Service Coordinator or with individual agencies to facilitate this requirement. CorrectiveSolutions will coordinate with the provider and monitor that the community service is completed. 5. Monitoring. Participants required to complete multiple conditions will be monitored by the Program during the diversion period. The District Attorney’s Office will determine for each Participant the duration of the Program and/or the duration of the monitoring. 6. Needs Assessment. Eligible Participants are required to pay a fee which covers the cost of the needs assessment. Note: that if the District Attorney or Court referring the case determines that a case does not require a Needs Assessment, the fee is not assessed. 5. HIV Test Fee. The Participants pay for the HIV test directly to the provider (insurance, if available, may pay for test). DISTRICT ATTORNEY INITIAL HERE _________ 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 8 of 10 SCHEDULE 2- PROGRAM FEES The costs associated with Administration of the Diversion Programs are detailed below. All fees are paid by the offender. Monthly Monitoring Fee: $ 40 Per month monitoring fee to offset administrative expenses associated with scheduling, monitoring, and reporting drug and/or alcohol tests, community service, driver re-licensing, and restitution recovery. Needs Assessment (DPC): $ 40 The Program requires eligible Participants to pay a fee to which offset the direct cost of needs assessment on a case by case basis. Post-Program Monitoring: $ 10 The Post-Plea PC 1000 Program requires eligible Participants to pay a per monthly fee to offset 3 Case Manager meetings, 12 months after completing all conditions of the program. Program Class Fee: Class Fee includes the opportunity to attend the Class or to complete a Personal Study Program where appropriate (which Class/ Personal Study Program times, dates, and curriculum may be updated from time to time by CorrectiveSolutions to better serve Participants and for administrative efficiencies). 1. Community Accountability Diversion Class: $130 Misdemeanor Adult Diversion, Prostitution Diversion, and Pre-Trial Diversion Programs 2. Human Trafficking / HIV Class: $ 80 Prostitution Diversion Program 3. Living in Balance Drug Education sessions: $190 (6-three (3) hour sessions) Post-Plea PC 1000 Diversion Program This fee is allocated to the District Attorney’s Office and a portion of the fee is held in an indigent fund ** Administrative Fee: $ 50 Additional Education Fee: The Program may require additional education based on the particular crime involved. Any cost arising from additional education shall be the responsibility of the Participant. Drug Test Fee: $ 25 If testing is selected as a condition of the Program, Offenders pay a per test fee to offset the direct cost of drug or alcohol tests, including urine sample collection and lab work. All tests are observed. GPS Monitoring Fee: $ 7.50 per day Breath Alcohol Monitoring Fee: $ 7.50 per day Re-Scheduling Fee: $ 25 The Program requires eligible Participants who miss their originally-scheduled Class or appointments without 48-hours advance 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 9 of 10 notice, or who cancel any subsequentlyscheduled Class or appointments, to pay rescheduling fee. Missed Payment Fee: Convenience Fee: $ 10 This fee is assessed to Participants that are on a scheduled payment plan and miss making a payment, or fail to make the scheduled payment amount. The payment plan becomes invalid and must be reinstated. $ 10 The Program requires eligible Participants to pay a convenience fee for any credit card, debit, card, ACH or EFT transaction as a reimbursement for its transaction cost to offset these payment options. The Convenience Fee is waived if the Participants enrolls, set up an automatically re-occurring payment plan, if the full amount is paid or if payment is made on the website www.diversionprogram.org **INDIGENT OFFENDER FUND: CorrectiveSolutions accounts for $15 of the administrative fee to be paid into an Indigent Offender Fund (“IOF”). The IOF accrued balance will be maintained at $3,000. At the end of each month, if the IOF exceeds its maximum value, the excess will be paid to CorrectiveSolutions. The disbursement of funds from the IOF is at the discretion of the District Attorney or the Court. CorrectiveSolutions will advise the District Attorney’s Office regarding any Participant who claims that they cannot complete the Program due to lack of funds. Indigent funds are only to be used for program fees and are not intended to pay restitution amounts in any of the programs. COMPENSATION: The District Attorney shall receive 100% of the Administrative Fees. CorrectiveSolutions shall receive 100% of the Class Fees, Monthly Monitoring Fees, Drug and/or Alcohol Testing Fees, Incidental Expense Fees, and Convenience Fees. PAYMENT DISBURSEMENT SCHEDULE: Victim restitution (if any) receipts in prior months shall be disbursed by check (or other electronic transfer method per victim’s request) to the victim no later than the 20th day of each month. CorrectiveSolutions fees shall be disbursed weekly to CorrectiveSolutions (which frequency may be updated from time to time by CorrectiveSolutions as necessary). The balance of the fees owed to the District Attorney (if any) for the prior month’s receipts shall also be disbursed by the 20th day of each month. 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION Sonoma County, CA Page 10 of 10 RECOVERY AND PAYMENT DISTRIBUTION: Lump sum payments shall be distributed in their entirety according to the payment disbursement schedule. When partial payments are received, the following distribution priority shall be used, listed in order of priority: The offender will submit all payments to CorrectiveSolutions for distribution to recipients. • Funds are distributed monthly The following applies to allocation of partial payments: • The first payment (Enrollment payment) of $40.00 is allocated: o 100% allocated to CorrectiveSolutions. • Any additional amounts paid are allocated (following payment of any Convenience fees): o 50% to the Administrative Fees, until fully satisfied and o 50% to Other Fees • After the Administrative Fee ($50) is fully paid, any partial payments will be allocated (following payment of any Convenience fees): o 50% to Restitution Recovery (if any) and o 50% to Other Fees DISTRICT ATTORNEY INITIAL HERE _________ 05/06/2015 CORRECTIVESOLUTIONS PROPRIETARY AND CONFIDENTIAL NOT FOR DUPLICATION OR DISTRIBUTION