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2007-08-28-9:00AM-REGULAR
r BRAZOSCOUNTY BRYAN, TEXAS NOTICE OF MEETING AND AGENDA D 0 4: tag BRAZOS COUNTY COMMISSIONERS COURT CLERK THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 28 AUGUST 2007 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 E. 26TH STREET, SUITE 115, BRYAN, TEXAS. 1. Invocation and Pledge of Allegiance — Commissioner Cauley. 2. Call for citizen's input and/or concerns. 3. Presentation on the BUILD Initiative by Mannaser Marshall with the City of Bryan. Consider and take action on agenda items 4 — 29: 4. Request from the Auditor's Office for permission to process budget amendments in specific circumstances and/or for specific accounts without department head approval. 5. Budget Amendment 06/07 -42.1 thru 06/07 - 42.14. 6. Personnel Change of Status. 7. Payment of Claims. 8. Memorandum of Understanding with the Bryan/College Station Metropolitan Planning Organization, the Cities of Bryan and College Station, Texas A &M University, Texas Department of Transportation — Bryan District and Texas Transportation Institute regarding a Regional Concept of Transportation Operations for the Brazos Valley. Office of the County Judge • 300 East 26`" St. C uitee 114 * Bryan, Texas 77803 • Fax: (979) 361 -4503 V0L 1 Commissioners Court Agenda 28 August 2007 Page 2 9. Renewal of the Brazos County District Clerk's Depository Contract with Compass Bank; contract term is 1 June 2007 through 31 May 2009. 10. Contract with Merchant MultiService, LLC for in -house credit card service for the Brazos County Tax Office using Gov -Pay. 11. Contract with Paymentech, LLC and JPMorgan Chase Bank, N.A. for in -house credit card service for the Brazos County Tax Office using Gov -Pay. 12. Renewal of the Contracts for Juvenile Residential Services with the following facilities; term of agreement is 1 September 2007 through 31 August 2008 for each contract: a. Lutheran Social Services b. Methodist Children's Home c. Positive Steps, Inc. d. Renewed Strength e. Therapeutic Family Life. f. DePelchin Children's Center 13. Resolution 07 -014 adopting guidelines and criteria for granting tax abatement in accordance with Chapter 312 of the Texas Tax Code. 14. Agreement for development and tax abatement in Reinvestment Zone Number Twenty - three (23) for commercial — industrial tax abatement, Brazos County, Texas. 15. Order 07 -003 providing for the collection of a two percent (2 %) hotel occupancy tax. 16. Adoption of a $15.00 Family Protection Fee to be collected by the District Clerk on each suit filed for dissolution of marriage under Chapter 6 of the Family Code, and deposited in the County treasury to the credit of the family protection account. 17. Reimbursement of $104.31 to Shavonne Brown -Lewis for medical and dental premiums deducted from her paycheck dated 8/03/07. Ms. Brown- Lewis' last day of employment was 7/24/07; therefore, her insurance coverage ended on 8/01/07. 18. Request from the Information Technology Department for permission to adjust the inventory of printer cartridges, sending those cartridges no longer required by Brazos County to auction (stock numbers 1611, 1464, 1615, and 1411). 19. Amendments to the following Brazos County policies, to be incorporated into the Brazos County Personnel Manual: a. Sick Leave Pool Policy b. Policy on Military Leave c. Policy on Health Insurance Premium Reimbursement from Employees' Pay After Termination. 20. Request from Judge Quintero, Justice of the Peace Pct. 4, for reimbursement of expenses for the Texas Justice Court Judges Association 2007 Education Conference on 17 -20 July 2007 and the 2007 Vital Statistics Regional Conference on 8 August 2007 from the JP Technology Fund. Total amount requested is $281.20. VOL PAGE Commissioners Court Agenda 28 August 2007 Page 3 21. Appointment of Ric Vega to the Local Workforce Development Board. Term of appointment is 9/01/2007 to 6/30/2010. 22. Tax Refund Applications for the following: a. Mary Isabell Bell d. James S. & Debra Perry b. Central Texas Orthotics & Prosthetics e. Leo W. & Susan Waddell c. Jack Boyd Homes, Inc. f. Jorge L. Vasquez 23. Capital requisitions to S.H.I. in the amount of $615.00, and to C.D.W.G. in the amount of $19,500.51 for the County Clerk's Office. 24. Amendment No. 7 to the contract with Hunt Construction for Construction Manager Services, adding the cost for base under the stand alone metal building at the Exposition Complex. 25. Renewal of the current RFP for Auctioneering Services at the same rate; this renewal is from 9/10/07 until 9/09/08, and the new RFP is RFP2007 -044R. 26. Renewal of the annual contract for elevator maintenance with Kone, Inc. with no increase in prices. Contract term is 10/01/07 through 9/30/08 27. Permission to advertise for the following bids: a. Bid 2008 -001, Hot Mix Asphalt. b. Bid 2008 -002, Culverts, various types c. Bid 2008 -003, Lane Striping / Pavement Markers d. Bid 2008 -004, Aggregate for Surface Treatment 28. Payment of additional cost of $5,996.79 to Colorado Materials for county road work. 29. Request from Verizon Communications to relocate (at the County's request) approximately 419 ( +) feet of buried cable installations in the right of way of Harris Lane to accommodate a bridge structure replacement and road widening project. Site is located in Precinct 2. 30. Announcement of interest items and possible future agenda topics. 31. Call for citizen input and /or concerns. 32. Agency / Board / Committee reports by Court members. 33. Adjourn The Brazos County Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two business days befor the meeting. -To make arrangements, call (979) 361 -4102. VOL ON PAGE COMMISSIONERS' COURT REGULAR MEETING AUGUST 28, 2007 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Courthouse in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, August 28, 2007 with the following members of the Court present: Randy Sims, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct l; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Carey Cauley, Jr., Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheet contains the names of the citizens and officials that were in attendance. The Commissioner Cauley gave the invocation and then led the pledge of allegiance. There was no citizen input /and or concerns. The first matter before the Court was a presentation on the BUILD Initiative by Mannaser Marshall with the City of Bryan. Mr. Marshall began by explaining that BUILD stands for Bryan's Unified Infill Lot Development. Properties that are not on the tax rolls and did not sell at auction will be reviewed and their marketability will be ratified. They will then start recycling lots to earn money on them. The City Vol q1 Page Commissioners Court meeting August 28, 2007 2 will help builders /buyers to get a lot and build a home on it. There will be certain requirements. One being the buyer must build a house within one year. Another requirement is that this will not be rental property but home ownership only. The Court next considered a request from the Auditor's Office for permission to process budget amendments in specific circumstances and /or for specific accounts without department head approval. This would be accounts such as the Law Library that has no department head and special revenue funds. The County Judge moved to approve the request with a Commissioners signature when there is no department head. Commissioner Cauley seconded the motion and it carried unanimously. The Court next considered Budget Amendment #06/07 -42.1 through 42.14 that would reallocate funds for the CUDEP Grant, HAVA Grant, Constable, Precinct 1, Constable, Precinct 3, Brazos Center to correct errors found in budget amendment No. 60/07 -41.6, Emergency Management, 272nd District Court; and transfer funds from Contingency to Non - Departmental, to various departments for utilities, Capital Projects - Commissioners Court, Road & Bridge Department, Sheriff, 272nd District Court; transfer funds from Capital Projects to the Exposition Center; increase revenue and expenditure budget for the Health & Life Insurance Fund. On motion by Commissioner Vol q9 Page 6 Commissioners Court meeting August 28, 2007 3 Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the budget amendment as submitted, a copy of which is attached hereto. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the changes as submitted. The Court next considered the following Claims as submitted by the County Treasurer for payment: 7040741 through 7040952 On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the Claims as submitted. The next matter before the Court was consideration of a Memorandum of Understanding (MOU) between the Bryan /College Station Metropolitan Planning Organization, Brazos County, City of Bryan, City of College Station, Texas A &M University, Texas Department of Transportation -Bryan District and the Texas Transportation Institute Concerning a Regional Concept of Transportation Operations for the Brazos Valley. The purpose of the MOU is to affirm the Brazos Valley agencies' commitment to work together for improving transportation Vol l% Page 6 Commissioners Court meeting August 28, 2007 4 operations and to operate a transportation system with a focus on increasing mobility, regional cooperation, and improving safety for all customers, across all modes, while accommodating future growth. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to approve the Memorandum of Understanding. A copy is attached. The next matter before the Court was consideration of the renewal of the Brazos County District Clerk's Depository Contract with Compass Bank. The initial term of the contract is from June 1, 2005 for a term of two (2) years with an option to renew for another two years, not to extend beyond May 31, 2009, on the same terms and conditions as set forth in the initial term. On motion by Commissioner Cauley, seconded by Commissioner Mallard, the Court voted unanimously to approve the renewal of the Brazos County District Clerk's Depository Contract with Compass Bank. A copy is attached. The Court next considered entering into an agreement with Merchant MultiService, LLC (MMS)for in -house credit card service for the Brazos County Tax Office using Gov -Pay. MMS will provide a credit /debit card terminal with pin pads in the tax office and any other offices that need them with no upfront, recurring or future cost to Brazos County for any Vol q Page ^7 Commissioners Court meeting August 28, 2007 5 hardware or software products provided by Gov -Pay. Gov -Pay will charge the users a convenience fee that will be deducted from the tax payers credit card /debit card. The term of the agreement is thirty (36) months and is renewable for twelve (12) months. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to enter into contract with Merchant MultiService, LLC for in -house credit card service for the Brazos County Tax Office using Gov -Pay. A copy of the agreement is attached. The next matter before the Court was consideration of a contract with Paymentech, LLC and JPMorgan Chase Bank, N.A. for in -house credit card service for the Brazos County Tax Office using Gov -Pay. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the contract with Paymentech, LLC and JPMorgan Chase Bank, N.A. for in -house credit card service for the Brazos County Tax Office using Gov -Pay. The Court next considered the renewal of contracts for Juvenile Residential Services with the following facilities? a. Lutheran Social Services 1. Term - September 1, 2007 through August 31, 2008 2. Service costs a. Basic Level $37.00 b. Moderal Level $82.22 Vol 9 q Page 9 Commissioners Court meeting August 28, 2007 6 c. Specialized Level $118.20 d. Intense Level $207.62 e. Emergency Shelter $96.61 b. Methodist Children's Home 1. Term - September 1, 2007 through August 31, 2008 2. Service costs a. Basic Level $37.00 b. Moderal Level $82.22 c. Specialized Level $118.20 d. Intense Level $207.62 e. Emergency Shelter $96.61 c. Positive Steps, Inc. 1. Term - September 1, 2007 through August 31, 2008 2. Service costs a. Basic Level $37.00 b. Moderate Level $82.22 c. Specialized Level $118.20 d. Intense Level $207.62 e. Emergency Shelter $96.61 d. Renewed Strength 1. Term - September 1, 2007 through August 31, 2008 2. Service costs a. Basic Level $37.00 b. Moderal Level $82.22 c. Specialized Level $118.20 d. Intense Level $207.62 e. Emergency Shelter $96.61 e. Therapeutic Family Life 1. Term - September 1, 2007 through August 31, 2008 Vol qq Page Commissioners Court meeting August 28, 2007 7 2. Service costs a. Basic Level $37.00 b. Moderal Level $82.22 c. Specialized Level $118.20 d. Intense Level $207.62 e. Emergency Shelter $96.61 f. DePelchin Children's Center 1. Term - September 1, 2007 through August 31, 2008 2. Service costs a. Basic Level $37.00 b. Moderal Level $82.22 c. Specialized Level $118.20 d. Intense Level $207.62 e. Emergency Shelter $96.61 On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to renew the above referenced contracts for Juvenile Residential Services for the periods stated and service costs. A copy of each is attached. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to adopt Resolution #07 -014 Adopting Guidelines and Criteria for Granting Tax Abatement. A copy is attached. The next matter before the Court was consideration of an Agreement for Development and Tax Abatement in Reinvestment Zone Number Twenty Three (23) for Commercial- Industrial Tax Abatement, City of Bryan, Brazos County, Texas. This would provide for the proper development of such property. Bob Vol qq Page y Commissioners Court meeting August 28, 2007 8 Malaise, with the Research Valley Partnership gave an update on the project. The ground breaking will be October 1, 2007. There will be a Japanese cultural ceremony that will be interesting to observe. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the agreement. A copy is attached. The next matter before the Court was to consider adopting of Order #07 -003 Providing for the Collection of a Two Percent Hotel Occupancy Tax. Chapter 352 of the Texas Tax Code authorizes Brazos County to impose a two percent hotel occupancy tax. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to adopt the Order for the collection of a two percent hotel occupancy tax effective September 1, 2007. A copy of the Order is attached hereto. The Court next considered adopting a Family Protection Fee not to exceed $15.00 on all suits filed for the Dissolution of Marriage. On May 22, 2007 H.B. No. 764, concerning the Family Protection Fee was passed by the Senate. This replaces the original fee that was deemed unconstitutional based on Article I, Section 13 of the Texas Constitution. The monies collected shall fund a service that provides family violence and child abuse prevention, Vol q Page [ I Commissioners Court meeting August 28, 2007 9 intervention, family strengthening, mental health, counseling, legal and marriage preservation services to families that are at risk. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to adopt a Family Protection Fee not to exceed $15.00 on each suit filed for dissolution of marriage. The next matter before the Court was consideration of a request from the Human Resources Department for reimbursement of medical and dental premiums for the month of August that were deducted from the last paycheck of an employee whose employment ended July 24, 2007. The reimbursement amount is $104.31. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the reimbursement to the former employee of $104.31. The Court next considered a request from the Information Technology Department inventory of printer taken out of stock Commissioner Cauley, Court voted unanimous adjustments. requesting additional adjustments to the cartridges. These cartridges will be and sent to auction. On motion by seconded by Commissioner Peters, the ly to approve the request for additional Vol 91 Page 1A Commissioners Court meeting August 28, 2007 10 The next matter before the Court was consideration of amendments to the following Brazos County policies, to be incorporated into the Brazos County Personnel Manual: a. Sick Leave (Sick Leave Pool Policy) b. Policy on Military Leave c. Policy on Health Insurance Premium Reimbursement from Employees' Pay after Termination. Tina Snelling, Court Counsel, stated for the record that these amendments supersede all previous policies. Ms. Snelling also made corrections to numbering on page 2. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the amendments to the above referenced policies. A copy of the changed policies is attached. The Court next considered a request from Justice of the Peace, Precinct 4, Ramiro Quintero, for reimbursement of expenses for the Texas Justice Court Judges Association 2007 Education Conference held July 17th through 20th, 2007 and the 2007 Vital Statistics Regional Conference held August 8, 2007 from the JP Technology Fund. The Auditor confirmed the classes were all electronic based and approved payment of 11 percent of $1,192.75 in expenses from the July 17th to 20th conference and 100 percent of the $150 of expenses for the August 8th seminar. On motion by Commissioner Cauley, seconded by Vol a1 Page 13 Commissioners Court meeting August 28, 2007 11 Commissioner Peters, the Court voted unanimously to approve payment of $281.20 in expenses for the two conferences. The next matter before the Court was consideration of the appointment of an individual from the private sector to serve on the Local Workforce Development Board of Directors. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to appoint Ric Vega to serve on Local Workforce Development Board of Directors. The term of the appointment is September 1, 2007 through June 30, 2010. The next matter for consideration was approval of tax refund applications from the following individuals and /or companies: a. Mary Isabell Bell, over payment $296.81 b. Central Texas Orthotics & Prosthetics, over payment $74.25 c. Jack Boyd Homes, Inc., over payment $450.11 d. James S. & Debra Perry, over payment $697.10 e. Leo W. & Susan Waddell, over payment $170.22 f. Jorge L. Vasquez, payment in error $85.14 On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the tax refund applications. The Court next considered approval of two requisitions from the County Clerk's office. One is to S.H.I. for Code 39 Font Advantage Package Developer License in the amount of Vol q Page 1 �- Commissioners Court meeting August 28, 2007 12 $615.00 and the other is to C.D.W.G. for computer equipment in the amount of $19,500.51. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the requisitions. The next matter before the Court was consideration of a Change Order #7 to the contract with Hunt Construction for Construction Manager Services for the Expo Center. The Change Order adds $59,280.00 to the contract amount. This amount is to add base material under the stand alone building at the Exposition Complex. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to approve the Change Order. A copy is attached. The Court next considered awarding RFP No. 2007 -044R, Auctioneering Services. Pat Howard, Purchasing Agent, recommended renewing RFP #2006 -040R with SWICO Auctions for Auctioneering Services. The stipulations are the rate of 50 of sales, plus advertising fees for all on line auctions for Brazos County. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to accept the recommendation of the Purchasing Agent and renew the contract with SWICO Auctions. A copy of the renewal is attached. The next matter before the Court was consideration of the renewal of the annual contract for elevator maintenance with Vol q Page 15. Commissioners Court meeting August 28, 2007 13 Kone, Inc. Kone, Inc. has agreed to provide elevator maintenance services for another year with no increase in prices. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to exercise the option in the current contract with Kone, Inc. and renew for an additional year beginning October 1, 2007 through September 30, 2008. A copy of the renewal is attached. The next matter for consideration was approval for the Purchasing Agent to advertise for the following bids: a. Bid 2008 -001, Hot Mix Asphalt b. Bid 2008 -002, Culverts, various types c. Bid 2008 -003, Lane Striping /Pavement Markers d. Bid 2008 -004, Aggregate for Surface Treatment On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to authorize the Purchasing Agent to advertise for the above noted bids. The Court next considered the payment of additional cost of $5,996.79 to Colorado Material for County road work. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the payment of the additional cost. The Court next considered the request from Verizon Communications to relocate approximately 419( +) feet of buried cable installations in the right -of -way of Harris Lane Road to accommodate bridge structure replacement and road widening. Vol 101 Page l Commissioners Court meeting August 28, 2007 14 The site is located in Precinct 2. The County Engineer made the following comment: New cable will replace existing buried cable that is in the way of the construction site. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the request. from Verizon and authorized the installation subject to Verizon complying with the noted comment. A copy of the request is attached hereto. Under announcement of interest items and possible future agenda topics the following spoke: Commissioner Mallard a) Reminded the Court that there will be a Public Hearing on Off Site Sewage Facilities with the Development Group from the Cities of Bryan and College Station along with local developers tonight at 6:00 p.m. at the Brazos Center. Sheriff a) There were 531 inmates in the jail last night. There was no citizen input and /or concerns. There were no Agency /Board /Committee reports by Court members. There being no further business to come before the Court, the meeting was adjourned. Vol 611 Page 17. The foregoing minutes of the Commissioners Court meeting held August 28, 2007 have been examined and are approved in open Court this the (off' day of y, 2007, in Bryan, Brazos County, Texas. Randy S' s Coun Judge C�J Lloyd Wassermann Commissioner, Precinct 1 .... ...... __ Duane Peters Kenny Mall d Commissioner, Precinct 2 Commissioner, Precinct 3 ab---en-f- Carey Cauley, Jr. Commissioner, Precinct 4 Attest: G a en McQueen County Clerk Vol qI Page IS. Pg _/_ of 3_ BRAZOS COUNTY COMMISSIONER'S COURT �AY OF , 20 a% -AM/M, i' Name (PLEASE PRINT) Organization (PLEASE PRINT) C�• eII � 4x ,t,, VOL O N PAGE l q- BRAZOS COUNTY COMMISSIONER'S COURT JkDAY OF , 2007 ' o AM /-, Name ( 'ASE PRI T) mew Organization (P SE PRI T) o Yl Es v, a 1�2 ff Aq a4,uuzA a-4D VOL qq PAGE �� Pg 1 o fj BRAZOS COUNTY COMMISSIONER'S COURT zst DAY 9: of" Name (PLEASE PRINT) L a o4) �. si?C/ c /- � OF , 20 ,o ,, -AM/PNfq Organization (PLEASE PRINT) �M4 Ca r — BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2006 -2007 BUDGET YEAR NO. 06/07-42.1 thru 06/07 -42.14 On this the 28`h day of August 2007 at a regular meeting of the Commissioners' Court, the following members were present: Randy Sims, County Judge, Presiding Lloyd Wassermann, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 28 August 2007 the Court heard and approved a budget amendment for the 2006 -2007 budget year for Brazos County, Texas; and WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 12 September 2006, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 28`h day of August 2007. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer Commissioners' Court Minutes 1 i 1,1 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.1 8/28/2007 PreparedBy; f Approved By �,' ,,•'. Date! 8/21/2007. Date: 111 11 W.11-1111111 -m 11 11 111 11 W.11pilifiell Confidential funds 11 11 111 11 malm. 1111 - = 11 11' 111 11 1111 -� Video 1 11 111 11 11111 �' Peace Officers :il 11- PreparedBy; f Approved By �,' ,,•'. Date! 8/21/2007. Date: BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.2 R /2R /?ti l7 � ' Office Equipment ::Office S plies UP IMMUMNIM EEM L, no HAVA Grant: To reallocate funds to cover ex enses on the various line items. i ley: fd Aprovecl By, &Yx �dtt'• k„ q .. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.3 8/28/2007 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency 6,930.00 010011000500 53200000 DR Retirement 6,930.00 Non-Departmental: To move funds from the County's Contingency to pay the County's portion to TCDRS to make an adjustment on credited service fora particular member. i Prepared By: " fd Approved By: Date,.', 8/21/2007 Date:.S U L' BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.4 8/28/2007 prepared. B: fc Appl•avecYry• Dait: 8121/07 Dal P; R .. 1 11 1 1 11 •1�� 111, -� 1 11 1 1 11 • 1.1111 -� :• . 11 11 1 1 1 1 1 11. • 1 111 -� Conference & Seminar Fees 11 1 1 1 11 1 1 11 magamain, 1 11 1 1 11 • • 1111 -_ �� Vehicle Maintenance • reallocate funds to cover the vehicle maintenance costs. prepared. B: fc Appl•avecYry• Dait: 8121/07 Dal P; R .. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.5 8/28/2007 1® • : 1 111 -`,� - 11 1 1 ', 1 11 1 1 11 • • 1111 -m • • • • • 11 11 1 11 1 1 11 • ' 1111 �' Vehicle Maintenance •11 11 -I 1 11 1 1 11 • 1111 -_ �� • - :1111- _ -_ - _ ;b To reallocate funds to allow for the expenses on gasoline and vehicle maintenance. �� par6c� Bar, fd APPO e+d y: is f x/23/2007'} Deg F� �. 0 � _ •, I I, • 1® 11® 1 1111 • •�• 1® • • �� par6c� Bar, fd APPO e+d y: is f x/23/2007'} Deg F� �. 0 � _ BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.7 8/28/2007 i ,0etred By. fd A"" ���roved b' a 122/2, C 11 111 11 - M•I • I -mMedical---9-11 District ' - / / i ,0etred By. fd A"" ���roved b' a 122/2, BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.6 8/28/2007 k.^ PuI�yN4F. .bw 11 1' ACCOUNT NAME • I�i��1�� ®- �•1 111 -� - • .• • - ' :1 11- a11 ' I a m • for • on • rk at Expositio k.^ PuI�yN4F. .bw BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.8 R/29/2om FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 36500100 61880000 CR Utilities 2,000.00 0100 36500100 67281000 CR Equipment - Electronic 0.17 0100 36500100 67286000 CR Equipment - Other 18.01 0100 36500100 61880000 DR lUtilities 0.17 0100 36500100 67281000 DR E ui ment - Electronic 18.01 0100 36500100 67286000 DR Equipment - Other 2,000.00 Brazos Center: This budget amendment is to correct the errors found in budget amendment No. 06/07 - 41.6, which was approved b y the Commissioners' Court on 8/21/2007. Prepared By: fd Approved By: z Date: 8/22/200T Date: q p, t BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.9 8/28/2007 a qa �( pti�arti; fd. 1 1 1 1 1 11 ' 11 11 1 -� � � � • • 1 1 1 11 11 11 •1 11111 -� Office Equipment III 1 11 It 11, • �: 111 -_ �' • • ment - Electronic = ement- To • reallocate budget for purchase of a qa �( pti�arti; fd. Arruv�dy� e a qa �( BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.10 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency 11,000.00 22,250.00 0100 24301100 61880000 DR Utilities 800.00 vivo Jvwv11vv viaovvvv UK utnities 1,300.00 0100 28002000 61880000 DR Utilities 11,000.00 010014000100 61880000 DR Utilities 8,800.00 0100 24101100 61880000 DR Utilities 350.00 I I To move funds from the County's Contingency to cover the utitlities expenses for various departments. Prepared By: fd Date: 8/23/2007 Approyed By: Date: /�� qq BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.11 8/28/2007 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 4500 63000500 80293000 CR Equipment - Expo. 4,190.04 4500 63000500 67286000 DR Equipment - Other 4,190.04 4500 63000500 80293000 CR Equipment - Expo. 3,400.00 4500 63000500 67286000 DR Equipment - Other 3,400.00 Capital Projects - Commissioners' court: 1 To reallocate funds for the purchase of tractor accessories for the Exposition Center. 2 To reallocate funds to allow a utili trailer be charged to the appropriate account. Prepared By, fd Approved By; Dates 8/23/2007 Date:�� ,'art „qq BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.12 8/28/2007 1 1 ACCOUNT NAME � 1• 1 11 •11 111 • 1111 -� contingency 111 11 1 11 •11 111 :1 1111 �' � • . • 111 11- 1 11 •11 111 :1 111 - '•.• s - Capital 1 111 11- 1 11 •11 111 • • 1111 �' ': • 111 11- Road & Bridge: l/' 1 a9 34 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.13 8/28/2007 • ' ' • 1 ' •, 1 11 :111 11 . 1111 -m ��re ared Hourly Appro�' 'd � ) 1 11 :Itl 11 MN11111171 1 PTM Employment s ,, ;x ±4 _- of September 4, 2007 to September 30, 2007. ��re ared ft Appro�' 'd � ) �N1Gi �t � �/23/2Q07: D•�8, � ; h ��� " (� zT s ,, ;x ±4 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 06/07 - 42.14 8/29/2007 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency 3,000.00 0100 22100100 61801000 DR Travel 2,500.00 0100 22100100 65200000 DR Copier Maintenance 200.00 0100 22100100 61900000 DR IVisiting - Court Reporters 300.00 0100 22100100 60500000 CR Office Equipment 100.00 0100 22100100 65150000 CR Computer Maintenance 100.00 0100 22100100 61280000 CR Dues 100.00 0100 22100100 52500000 DR Contract Services 300.00 272nd District Court: 1 To move funds from the County's Contingency to carry the Department throu h the remiander of the fiscal year. 2 To reallocate funds to cover the contract services costs. Prepared -By: " fd Date: 8/23/2007 Approved By: Date: $�g� qq 36 1 PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: August 28, 2007 Department Providing Information: Human Resources Purpose: Consider and Take Action on Change Requests Department Submitting Employee Name Action Requested Request(s) Brazos Center McCain. Christopher Transfer to another Dept. C.L.E.A.R Team Lindsey, Shayla Completed Probation District Atty. Lockledge, Cynthia New Hire District Clerk Kalinec, Lucas C. Resignation Barber, Sarah E. New Hire Saenz, Crystal Resignation 85th District Court O'Neill, Andrea Termination Chapman, Sophia Transfer within Dept. Exposition Complex Glover, John R. New Hire Justice of Peace, Pct. 2.1 Estrada, Leticia New Hire Approved in Commissioners' Court: August 2 County Judge's or Commissioner's Signature: (This copy to be attached to minutes) Rp�.� 37 C.� Memorandum of Understanding Between the: Bryan /College Station Metropolitan Planning Organization County of Brazos City of Bryan City of College Station Texas A &M University Texas Department of Transportation — Bryan District Texas Transportation Institute In regards to: REGIONAL CONCEPT OF TRANSPORTATION OPERATIONS FOR THE BRAZOS VALLEY ..�,� Q q nnct ' r Section 1: Introduction Within the Brazos Valley, the Texas Department of Transportation (TxDOT), Brazos County, the City of College Station, the City of Bryan, the Bryan /College Station Metropolitan Planning Organization and Texas A &M University all share a common goal for operating and managing the transportation system — to provide the safest, most efficient transportation system possible with the resources available. As a result, each agency has developed programs and deployed infrastructure that supports the services that they provide. These agencies also have a long history of collaborating and working cooperatively to manage traffic regionally for construction projects, special events, and emergencies. However, as the community continues to grow, systems and programs are becoming more complex to develop and sustain, and funding has become more difficult to obtain. There is a need for these agencies to take a regional perspective, not only in coordinating activities associated with these special events and situations, but also in the day -to -day operations of the transportation system as whole. The signing parties of this Memorandum of Understanding agree to work together to support improving transportation operations in the Brazos Valley. Working together will leverage the existing infrastructure, promote collaboration between agencies, improve transportation operations, improve safety, and showcase the successful application of research to operations. Section 2: Vision and Guiding Principles The purpose of this Memorandum of Understanding (MOU) is to affirm the Brazos Valley agencies commitment to work together for improving transportation operations. The vision for transportation operations in the region is: To operate the transportation system with a focus on increasing mobility, regional cooperation, and improving safety for all customers, across all modes, while accommodating future growth. To accomplish the above vision, the participating agencies agree to the following guiding principles: • Operate individual agency transportation management and control systems with a regional perspective in mind; • Search for opportunities to share information, and leverage resources, and personnel to manage the transportation system from a regional perspective; • "Link" the transportation management and operations systems and resources of the state, the county, the cities, Texas A &M University and Texas Transportation Institute.; • Identify and secure funding for operations and develop "programs" to support operations; • Actively monitor the effectiveness of efforts and map performance against 3 -year and 5- year priorities in each of the operational goal areas identified in Section 3 of this document. �- Section 3: Responsibilities of the Undersigned for Regional Operations The work which led to this memorandum of understanding identified five goal areas for improving regional operations within the Brazos Valley. These operational goals form the basis for specific work efforts and will be supported by the signing parties. • Improve inter - jurisdictional operations of traffic signal systems • Improve operations to support major construction activities • Improve capability to support real -time responsiveness to unusual traffic conditions • Improve real -time regional travel information systems • Improve the ability to capture and retain traffic and transportation operations data to support operations and long -range planning The undersigned commit, based on available resources, agree to work towards the objectives identified in the report entitled "Regional Concept of Transportation Operations for the Brazos Valley." These roles and responsibilities are identified under the following objective areas, in support of the operational goals. • Improving Operations and Coordination between Frontage Road and Arterial Street Signal Systems • Improving Traffic Signal Operations and Coordination on Arterial Streets that Cross Jurisdictional Boundaries • Reducing the Number of Red - Light- Running Instances in the Brazos Valley • Managing Traffic During Incident Conditions from a Regional Perspective • Managing Traffic for Special Events from a Regional Perspective • Developing a Web- based, Interactive Map Display of Current and Future Construction Activities • Developing a Mechanism for Delivering Daily Construction Activities to Media Outlets • Developing a Process to Regionally Assess and Mitigate the Impact of Construction Activities on Traffic Operations • Integrating Rail Corridor Status and Train Arrival Prediction Information into Partner Agency Sites • Providing "Next Bus Arrival' Status for TAMU Transportation Busses at Key Campus and Community Sites • Building a Regional Traffic Conditions Display for Both Real -Time Information and Historical System Performance • Building a Single- Point, Real -Time Repository for Collecting Travel Time and Operational Data from Key Signalized Intersections • Building a Single- Point, Real -Time Repository for Collecting Travel Time and Operational Data from Major Thoroughfares • Conducting Travel Demand and Travel Time Studies to Assess Impacts of TAMU Special Events on Traffic Operations Resources required may include personnel, physical infrastructure, sharing of data and control, and funding for planning, implementation, operations, and maintenance of local and regional transportation systems. The undersigned will continue to cooperate in the development and implementation of policies and practices to facilitate the above named roles, responsibilities, and functions by participating in oversight and scoping. Section 4: Administration The duration of this Memorandum of Understanding is five years from the date of signing. The duration will automatically be extended for another five years if none of the parties objects at least one year prior to the expiration of the initial agreement. An executive committee will be formed to help guide, implement, communicate, and liaison between the partner agencies. This committee shall meet no less than twice per year. Membership on this committee shall be open to three members from each agency. Formalized procedures for additional organization, conduct, and records of meetings can be erected in the future with approval by simple majority vote. Section 5: Signatures BRYAN /COLLEGE STATION METROPOLITAN PLANNING ORGANIZATION BY: Title: Date: BRA BY: Title Date: f62- CITY OF BRYAN BY: Title: Date: CITY OF COLLEGE STATION BY: RON SILVIA, Mayor Date: ATTEST: CONNIE HOOKS, City Secretary 7 Signed by HwV'ey Cargill , 'V15�tif1' 8ulhrttticf� v��ttT �p�rdvzit' City Attorney JEFF KERSTEN, Chief Financial Officer TEXAS A &M UNIVERSITY L-WA Title: Date: r Lvy .5 TEXAS TRANSPORTATION INSTITUTE BY: Title: Date: STATE OF TEXAS Texas Department of Transportation Bryan District BY: Date: Bryan Wood. Bryan District Engineer _qR$«� BANK DEPOSITORY CONTRACT Page 1 of 7 BANK DEPOSITORY CONTRACT THIS DEPOSITORY CONTRACT is made and entered into on the date last herein written by and between the DISTRICT CLERK OF BRAZOS COUNTY, TEXAS, herein after called "DEPOSITOR" and C o rn p Q 5 5 B a n g an A 1 tab 0n a 5tR.fe- bank, organized under the laws of the United States and authorized by law to do banking business in BRAZOS COUNTY, Texas, and now conducting such business in said BRAZOS COUNTY, Texas, hereinafter called `BANK." DEPOSITOR through action of its' Commissioners Court, hereby designates BANK as a depository for the period beginning JUNE 1, 2005 for a term of two years (herein the Initial Term) with an option to renew for another two years, not to extend beyond MAY 31, 2009, on the same terms and conditions as set forth herein for the Initial Term. This contract is to cover all accounts and funds held in the Registry of the District Clerk of Brazos County for the Courts of Brazos County by the DEPOSITOR and placed on deposit with BANK. II During the term of this depository contract, the DEPOSITOR will, through appropriate action of its Commissioners Court, designate the officer, or officers, who singly or jointly will be authorized to represent and act on behalf of the DEPOSITOR in any and all matters of every kind arising under this Depository Contract and to (1) execute and deliver to the BANK funds or fund transfer agreements (and any addenda thereto), (2) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of the DEPOSITOR in accordance with the electronic funds or fund transfer agreement and addenda and (3) make withdrawals or transfers by written instrument. III Quarterly Bank Statements will include checks, deposit slips, transfer slips, and debit and credit memos processed for ALL accounts. Quarterly statements showing debits, credits, and balances of each separate account are required. Statements are to be submitted to the District Clerk's Office no later than the 10th of the month. IV DEPOSITOR may arrange for time deposits, and BANK may accept and hold such deposits subject to payment in accordance with the terms of the deposit. In the event funds for a time deposit are withdrawn from a transaction or savings account, at maturity, BANK will deposit the principal amount of the time deposit and any accrued interest in the DEPOSITOR'S account and may not charge any penalties for early withdrawal Interest shall be calculated at the prevailing rates established from time to time by BANK for similar deposits. Time deposit maturities will not extend beyond the termination of this Agreement without the expressed consent of the BANK. V All funds on deposit with BANK to the credit of DEPOSITOR shall be secured by collateral as provided 9 � %d •u+tw https:Hwebaccess .compassbnk.com/gw /webacc /oyeugl Th8snfok9Mi6 /GWAP /AREF /l ?ac... 5/16/2007 BANK DEPOSITORY CONTRACT Page 2 of 7 for in the Public Fund Collateral Act, Texas Government Code, Chapter 2257. The total value of eligible security to secure a deposit of public funds must be in an amount not less than the amount of the deposit of public funds, increased by the amount of any accrued interest and reduced to the extent that the United States or an instrumentality of the United States insures the deposit. The value of a surety bond is its face value. The value of an investment security is its market value. BANK must receive notification of new deposits prior to 10:30 A.M. on the day deposits are actually received. Twenty -four (24) hours notice is necessary on deposits totaling in excess of $1,000,000 during any banking business day. In no event shall the amount of DEPOSITOR funds on deposit with BANK pursuant to this depository contract exceed one million dollars without prior written consent of BANK. However, failure to give such notice does not excuse the BANK from properly securing these deposits in accordance with this agreement and the Public Fund Collateral ACT within one (1) business day of the deposit. The Commissioners Court and/or its designated representative has the authority to reject any collateral offered by BANK which is not deemed to be allowed under the Public Fund Collateral Act or which is deemed to be of high security risk. VI BANK has heretofore or will immediately hereafter deliver to the Reserve- ban k— (hereinafter "CUSTODIAN "), collateral of the kind and character above mentioned of sufficient amount and market value to provide adequate collateral for the funds of DEPOSITOR deposited with BANK. Said collateral or substitute collateral, as herein provided for, will be kept and retained by CUSTODIAN in trust so long as the depository relationship between DEPOSITOR and BANK shall exist hereunder and thereafter so long as deposits made by DEPOSITOR with BANK hereunder, or any portion thereof, shall have not been properly paid out by BANK to DEPOSITOR or on its order. The agreement of the parties to place the collateral with the Custodian is attached hereto as Exhibit "A" and made a part hereof for all purposes. VII Should BANK fail at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit and the interest on such deposits, or in case BANK becomes insolvent or in any manner breaches its contract with DEPOSITOR, DEPOSITOR shall give written notice of such failure, insolvency or breach to BANK, and BANK shall have three (3) business days to cure such failure, insolvency or breach. In the event that BANK shall fail to cure such failure, insolvency or breach within three (3) business days, the parties hereto authorize the CUSTODIAN to surrender to the Commissioners Court in and for the DEPOSITOR the collateral being held by the CUSTODIAN upon receipt of a certificate whereby the DEPOSITOR, through its authorized representative, certifies that BANK has failed to perform its obligations under this contract has otherwise breached this contract or has become insolvent. VII (CONT'D) The BANK agrees and hereby instructs the CUSTODIAN that a copy of this agreement attached to the certificate(s) shall serve as the BANK'S consent and approval for the CUSTODIAN to sell and/or convert the collateral to the use of the DEPOSITOR. The BANK agrees and is bound to provide any �nhonn /nvc.nn 1 `I'hQenfnl BANK DEPOSITORY CONTRACT Page 3 of 7 other approvals or consents the CUSTODIAN may require in order to release the collateral for DEPOSITOR'S use. The parties further agree that the DEPOSITOR may seek an order or declaration or order of a court of lawful jurisdiction in the event that the BANK does not comply with this provision or in the event the CUSTODIAN refuses to surrender the collateral to the Commissioners Court, with all costs and attorney's fees incurred by DEPOSITOR to be reimbursed thereof, pay DEPOSITOR all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to BANK for the remainder, if any, of said proceeds or collateral remaining unsold. \•/ l I l Any sale, of such collateral, or any part thereof, made by DEPOSITOR or the CUSTODIAN, as appropriate, hereunder may be either at public or private sale; provided, it shall give both the DEPOSITOR, if the sale is made by the CUSTODIAN, and BANK ten (10) days notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder therefore for cash. BANK shall not have the right to bid at such sale. IX If BANK shall desire to sell or otherwise dispose of any one or more of said securities pledged as collateral and deposited with the CUSTODIAN, it may substitute for any one or more of such securities other securities of the same or greater market value and of the character authorized herein and by the Public Funds Collateral Act. Such right of substitution shall remain in full force and may be exercised by BANK as often as it may desire; provided, however, that the aggregate market value of all collateral pledged hereunder, shall be at least equal to the amount of collateral required hereunder and by the Public Funds Collateral Act and other applicable law. If at any time the aggregate market value of such collateral so deposited with CUSTODIAN be less than the total sum of the DEPOSITOR'S funds on deposit with said BANK, BANK shall immediately deposit with CUSTODIAN such additional collateral as maybe necessary to cause the market value of such collateral to equal the total amount of required collateral. BANK shall be entitled to income on securities held by CUSTODIAN, unless there is insufficient collateral on deposit with the CUSTODIAN to cover the public funds as required by law at the time the request is made. Approval of the DEPOSITOR will be required in all circumstances and if the collateral deficiency is not cured and the DEPOSITOR'S consent is not given (in writing), the income becomes collateral for public funds to the extent of the collateral deficiency. The consent of the DEPOSITOR must be obtained for a security to be released as collateral. Before a security is released from collateral that is to be replaced, the BANK must present to the DEPOSITOR the replacement collateral that is being offered, and the DEPOSITOR must accept such replacement. 10/ If at any time the collateral in the hands of the CUSTODIAN shall have a market value in excess of the sum of balances due DEPOSITOR by BANK, the DEPOSITOR may authorize the withdrawal of a specified amount of collateral by the BANK based on a written request from the BANK to the Commissioners Court. BANK shall have the right at any time and from time to time to substitute new collateral for collateral being held by TRUSTEE, provided that BANK provides evidence reasonably qi� // wehacces s_ cmmnasshnk_com /gw /wehacc %veuo1T snfok9Mi6 /GWAP /AREF /l ?ac. BANK DEPOSITORY CONTRACT Page 4 of 7 satisfactory to the TRUSTEE that sufficient collateral will remain after such substitution to satisfy the requirements of this depository contract and the Public Funds Collateral Act. XI Either DEPOSITOR or BANK shall have the right to terminate this agreement prior to the expiration date by providing advanced written notice to the other party of its election to do so, and this agreement shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided all provisions of this agreement have been fulfilled. XII Ninety (90) days prior to the expiration date of the Initial Term, either party wishing to exercise its option to renew the contract for an additional two (2) year term (the Option Period), must deliver written notice exercising such option to the non - exercising party as referred in Article XVI herein. XIII When the relationship of DEPOSITOR and BANK shall have ceased to exist between DEPOSITOR and BANK, and when BANK shall have properly paid out all deposits of DEPOSITOR, it shall be the duty of the District Clerk to issue a certificate to that effect to the BANK, the County Treasurer, and the Commissioners Court, and, if all obligations under this agreement and applicable law have been fulfilled, Commissioners Court will issue written authorization to the CUSTODIAN to deliver all collateral being held in the possession of the CUSTODIAN to the BANK. M This contract is subject to, and incorporated, the current laws governing the relationships between counties, depositories and custodian/trustees and related entities as established by the Texas Local Government Code and the Texas Government Code and any amendments or revisions thereto. BANK warrants and represents that it shall comply with all applicable laws, rules and regulations, which govern or apply to BANK in connection with this contract. BANK further warrants that in the event that it is aware of any violation by BANK of applicable laws, rules and regulations, it will bring the event to the attention of the CUSTODIAN and the DEPOSITOR immediately and in writing within three (3) business days. XV The BANK will provide the District Clerk the gross interest rate factor on a daily basis if the Trust Cash or his agent, as set out in paragraph II, and verified verbally by the BANK. This agreement is entered into and is performable in BRYAN, BRAZOS COUNTY, TEXAS, and the venue of any legal actions or proceedings arising out of or related to this contract, or out of any disputes between the parties concerning the subject matter of this contract or arising out of the violation or application of any law governing the subject matter of this agreement (including but not limited to the Public Funds Collateral Act, Texas Government Code, Chapter 2257) is placed by agreement of the parties in BRYAN, BRAZOS COUNTY, TEXAS. -r. j BANK DEPOSITORY CONTRACT XVI Page 5 of 7 Any party hereto to the other, by United Stated Mail or other reliable courier at the following addresses, may deliver all notices, demands, or other writings: DEPOSITOR: District Clerk Brazos County, Texas 300 East 26th Street, Suite 216 Bryan, Texas 77803 WITH COPIES TO: County Judge Brazos County, Texas 300 East 26th Street, Suite 114 Bryan, Texas 77803 CUSTODIAN: •', i The address to which any notice, demand, or other writing may be delivered to any party as above provided may be changed by written notice given by such party to the other two parties as above provided. XVII BANK represents that the collateral pledged to DEPOSITOR is not otherwise assigned, pledged or encumbered and that no lien, or security interests exist other then the security interest held by the DEPOSITOR pursuant to this agreement. Possession of the collateral by the CUSTODIAN is intended as perfection of DEPOSITOR'S security interest therein. BANK warrants that the collateral (in the form and amount required by law) is held by CUSTODIAN for the benefit of DEPOSITOR and as security for DEPOSITOR'S funds. The Commissioners Court shall deliver to BANK within five (5) working ays fhoni the date- of execution of s agreement, a list of ose individuals aulhofized to act on behalf of the District Clerk in regard to the mattes stated herein. The BANK shall deliver to the Commissioners Court on the date of execution hereof a Certified Corporate Resolution of its' Board of Directors approving this contract and the execution thereof. The BANK shall deliver to Commissioners Court on the date of execution hereof, an executed Collateral Agreement as set forth on Exhibit "A ". The BANK shall deliver to Commissioners Court on the date of execution hereof a Certified Corporate Resolution of its' Board of Directors indicating the authority of an individual(s) to pledge collateral on behalf of the BANK. ia�r /nvPnn 1 ThS2enfnlr BANK DEPOSITORY CONTRACT Page 6 of 7 EXECUTED this 61 3A day of 2005, �y the undersigned duly authorized officers of the parties hereto. For Bank: &np a SS 6 an K By: clr1 ;,<., (Signature) Name: Fra*iGPS Tp �n56 h Title: VP U e n Date: 6. a ?' 07 THE STATE OF TEXAS § COUNTY OF BRAZOS § BEFORE ME, on this day personally appeared kO4 Q k A Y1 of Ck I V I (�� BANK, known to me the person whose name is subscribed to the f goin instrument, and acknowledge to me that he /she executed the same as the act and deed of the � - BANK, a corporation, for the purpose and consideration therein expressed and In t e capacity therein state. IVEN ER MY HAND AND SEAL OF OFFICE, this the day of ., L&S 1 1�LZ\X.L_ No P ic, State of Texas e STAR OF TM Printed Name: My Comm, Exp. J h' 11' 2009 EXECUTED this day parties hereto. For Brazos County: of , by the undersigned duly authorized officers of the e BANK DEPOSITORY CONTRACT Page 7 of 7 By. (Signature) Name: Randy Sims Title: Brazos County Judge Date: 510- -4 THE STATE OF TEXAS § COUNTY OF BRAZOS § BEFORE ME, on this day personally appeared Randy Sims, of BRAZOS COUNTY TEXAS, known to me the person whose name is subscribed to the forgoing instrument, and acknowledge to me that he /she executed the same as the act and deed of BRAZOS COUNTY, TEXAS, for the purpose and consideration therein expressed and in the capacity therein state. ,f GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the , b' day of , 20W. E Notary Public, State of Texas DEBBIE L LOCIUDOE Printed Name: LLD .� MY cOMMISSION EXPIRES C 1 C f � cj (s 4,r ,*13,2011 a � Commission Expires: ;1 �- ! /,_�; f /webacc /oveuo 1 Th8snfok9Mi6 /GWAP /ARF,F /1 ?ac Es ELECTRONIC GOVERNMENT PAYMENTS SERVICES AGREEMENT This Agreement is made and entered into this 28 day of August 200 7_, by and between Brazos County a government entity and political subdivision of the (State, County, City - of) State of Texas and Merchant MultiService, LLC (MMS), a Texas Limited Liability Company ("Service Provider'. 1. PURPOSE OF AGREEMENT 1.01 The purpose of this Agreement is to secure to Merchant from Service Provider a means of accepting secure and compliant electronic financial transactions, such as Credit Cards, Debit Cards and Checks. MMIU I01*37ASIUMI Fmk el -1 2.01 The term "Customer" means Brazos County (State, County, City or other appropriate description of government entity). 2.02 The term "Gov -Pay" or "the Gov -Pay solution" means the electronic payments solution(s) and the selected options offered by Service Provider which comprise Gov -Pay. 2.03 "ACH" means the Federal Reserve Automated Clearing House. 2.04 "EFT' means funds transferred or deposited from one bank or bank account to another bank or bank account via Electronic Funds Transfer. 2.05 "Chargeback" means a reversal of electronic transaction dollars initiated by a card - issuing bank at the request or demand of a cardholder with respect to a particular transaction. 2.06 "Chargeback Fee" means a card - association - approved fee charged by an electronic payments processor to cover industry and association imposed costs in handling a chargeback. 2.07 "Funds Reversal' or "Reversal' means that funds of a specified amount, originally deposited via ACH or EFT, to a particular bank account have been retrieved from that particular account. 2.08 Customer wishes to deploy the Gov -Pay solution as a means to provide a convenience to its customers who wish to make face -to -face, online, telephone, or recurring payments by use of credit/debit card(s) and /or electronic check(s). 2.09 Customer shall incur no equipment costs for the Gov -Pay solution except as associated with any costs involved to deploy internet access and 110v AC electrical power as described in the Communications Requirements. 2.10 Customer shall incur no costs for use of electronic transaction equipment deployed with regard to the Gov -Pay solution. 2.11 Customer shall receive allowable transaction data in appropriate format for purposes of reporting and reconciliation of payments to accounts, Customer records, or for electronic file integration. 2.12 Customer may establish reporting format and data delivery schedule as benefits Customer. 2.13 Unless waived, this Agreement may only commence upon execution of Appendix A "Testing Requirements ", pertaining to agreement by all parties that all established testing has been performed and successfully achieved. 2.14 Projected Tax Office Branches, Permit Offices, Courts, or other deployment locations: 1 2.15 Projected Number of Payment/Collection Windows: 15 r077M 3. AGREEMENTS 3.01 Term and Termination of Agreement 3.01.1 The term of this Agreement is for 36 months and shall commence within 45 days of the date of latest signature affixed to Appendix A (Testing Requirements, Achieved). The Agreement shall be renewable for 12 -month terms upon mutual written agreement of the parties as evidenced by execution of a Renewal Agreement for each renewal term. 3.01.2 This Agreement may be terminated at any time prior to its expiration, by either party providing to the other 30 days written notice of intent to terminate the Agreement. 3.02 Responsibilities 3.02.1 Service Provider - 3.02.1.1 Service Provider will deploy its Gov -Pay solution enabling Customer to reliably and securely accept Credit Card, Debit Card, and /or Check transactions via any secure and compliant means of electronic financial transport; also enabling such payments to be received via Face -to -Face, Online, Telephone (clerk assisted and /or IVR), and Recurring formats. 3.02.1.2 Service Provider will deploy only industry compliant state -of- the -art physical (such as Verifone or RDM) and electronic interactive /automated (Internet, IVR) solutions. 3.02.1.3 Service Provider is committed to assuring all deployed solutions remain compliant with all industry and /or legal requirements and to notify Customer in writing (email) of all necessary updates and /or changes. 3.02.1.4 Service Provider will provide minimum 30 days notice of scheduled changes or updates whenever possible. 3.02.1.5 Service Provider will assure that any 3r' -party provision deployed will comply with the terms of any agreement or contract between Service Provider and Customer, and also comply with all industry requirements and /or standards. 3.02.1.6 Service Provider will assure funds belonging to Customer will be delivered in a timely fashion via ACH or EFT, subject to Service Provider's discretion. 3.02.2 Customer - 3.02.2.1 It shall be the responsibility of Customer to negotiate with its bank for their (the bank) timely release of funds delivered via ACH /EFT once Service Provider or one of its processing provisions has delivered Customer funds to ACH or to EFT provider for process. 3.02.2.2 Customer will advise Service Provider of transaction equipment failures as soon as possible. 3.02.2.3 Customer personnel will replace failed transaction equipment from backup inventory provided by Service Provider and assist in any required programming download when necessary. 3.02.2.4 Customer will require its employees to handle any physical transaction equipment (such as Verifone or RDM) with the same care as if it is Customer property. 3.02.2.5 Customer will accept financial replacement responsibility at "street value" for damage to physical transaction equipment (such as Verifone or RDM) not due to normal or common use. e.g.- damage from liquid, heat, being dropped, handling abuse, etc. 3.02.2.6 Customer will return all physical equipment, at Customer's expense and with reasonable care in packing, to Service Provider upon cancellation or termination of this Agreement. �} 2 3.02.2.7 Customer will endeavor to hold as proprietary and in confidence any knowledge of any procedure, intellectual property, process, processors, methods, or information, which might be learned by Customer personnel. 3.02.2.8 Customer will designate and make known to Service Provider all personnel, including their contact information, involved in establishment and achievement of test requirements of Service Provider's deployed solution(s). 3.02.2.9 Customer will designate and make known to MMS a contact person, persons, or department, through which continued communications and /or scheduled activities and interactions may be coordinated. 3.02.2.10 Customer will comply with updates, equipment changes, process changes, processor changes, enhancements, maintenance, equipment alterations, industry compliance requirements, signage, card /check association rules & regulations, etc. as dispensed by Service Provider. 3.02.2.11 Customer will consider the entirety of this Agreement as proprietary and not for public dissemination or review, subject to the provisions of the Texas Public Information Act, Section 552 Texas Government Code, or other State or Federal Public Information Statute. 3.03 Compliance 3.03.1 Service Provider will remain current on issues regarding compliance for all methods of electronic payment transactions as relates to Service Providers deployment of its Gov -Pay solution. 3.03.2 Customer will allow Service Provider to deploy and /or rescind any methods, technologies, alterations to equipment, electronic downloads, changes or amendments to receipts, re- direct of electronic payment or payment processor(s), or any other changes or alterations deemed necessary to keep Customer in compliance as instructed or directed by Service Provider or any electronic payment association. 3.04 Services Agreement(s) Except where authorization to engage electronic payments account services is transferred by Customer to Service Provider for signatory authority, Customer will comply in a timely manner with Service Provider's instruction to engage: electronic payments processor service agreements for maintenance of proper merchant accounts; any changes in electronic payments processor service agreements accounts; change of processor(s); change of physical equipment; change of convenience fee rates; etc. Customer agrees to these measures to assure Customer compliance, state -of- the -art operation for Customer, the utmost convenience for Customer's customers, and /or assured profitability for Service Provider. Written notification of such changes or alterations will be provided to Customer with a minimum of 30 days advance notice where possible. Service Provider shall have no authority regarding Customer's establishment of account(s) at any financial institution, nor will Service Provider have authority to instruct Customer to take any action regarding any account(s) at any financial institutions. 3.05 Card Types, Checks Accepted Service Provider will provision Customer to accept the following card types: ■ MasterCard (credit, debit) Visa (credit, debit) American Express (credit, debit) 3 9� :_57 mol • Discover (credit, debit) • Debit Network Cards (e.g.- STAR, PULSE, NYCE, CIRRUS, etc.) • Business Checks • Personal Checks • Cashier's Checks • Money Orders • Traveler's Checks 3.06 Equipment Requirements 3.06.1 Service Provider will deploy 1 credit/debit card terminal with optional PINpad per payment station. 3.06.2 Service Provider will deploy 1 spare unit(s) per Customer location, or 1 -2 spare units stored at a centrally located Customer office of close proximity to all satellite offices. 3.06.3 Service Provider will remain flexible in adjustments to any equipment volume needs /requirements expressed by Customer. 3.06.4 Customer will make no investment in any credit/debit card equipment deployed as part of the Service Provider solution. 3.06.5 Customer will make no investment in any check reading /imaging equipment deployed as part of the Service Provider solution. nvestment Example: Qty. Credit/Debit Card Terminal Unit Cost Extention I County Investment 5 Credit Card Terminal(s) $620.00 $3,100.00 None 0 Spare Credit Card Terminal(s) $620.00 $0.001 None 3.06.6 Service Provider will retain ownership rights to all equipment it provides for Customer use. 3.07 Description of Services / Processing Procedures 3.07.1 Service Provider will deploy its Gov -Pay solution, enabling Customer to reliably and securely accept Credit Card, Debit Card, and /or Check transactions via any compliant means of electronic financial transport. 3.07.2 Required informational /compliance signage will be provided for posting. 3.07.3 Card and check payments may be presented via Face -to -Face, Online, or Telephone (clerk assist and /or IVR). Service Provider will also provide for Recurring (automated) Payments for any Customer office where this type of collection method is desirable. 3.07.4 All funds will deposit via ACH to any banking institution designated by Customer. 3.07.5 Reports shall be available real -time and /or per scheduled delivery, and in appropriate format(s) to assure Customer receives all data necessary for electronic and /or manual reconciliation of accounts. 3.08 Operations / Maintenance 3.08.1 Service Provider shall deploy "main stream" branded equipment. 3.08.2 To avert delays in customer service, Service Provider shall deploy spare or "standby inventory". Customer and Service Provider can decide jointly whether to keep one standby device at each location; or keep multiple standby devices at a centralized Customer location. 3.08.3 Customer personnel will notify Service Provider of any faulty equipment in a timely manner so that standby inventory may be replenished. - -f 14 J� 3.08.4 A "call tag" will be provided to return -ship the failed device. 3.08.5 Service Provider reserves the right to alter this procedure to accommodate any change in equipment replacement requirements imposed by any equipment manufacturer, supplier, or vendor. 3.09 Schedule of Fees 3.09.1 Convenience Fees: Credit/Debit Card (no PIN) Debit w /PIN Checks Face -to -Face: 2.70% of tranx amount/ Minimum, $3.00 $3.00 Flat $1.00 Online (Internet): 2.70% of tranx amount/ Minimum, $3.00 N/A $3.00 Phone (Clerk): 2.70% of tranx amount/ Minimum, $3.00 N/A $3.00 Phone (IVR): 3.75% of tranx amounv Minimum, $4.00 N/A $4.00 3.09.2 Service Provider reserves the right to adjust Convenience Fee percentage rates and /or minimum fees as deemed necessary at the sole discretion of Service Provider. Service Provider agrees to provide 30 days notice of such change(s). 3.09.3 Customer Account Fees: Application Fee - None Monthly Service Fee — None Monthly Minimum Fee — None Transaction Discount Fee — None Batch Fee — None Activity Reporting Fee — None Statement Fee — None *Chargeback Fee - None * *Early Customer Termination None (incl. liquidated damages) *Service Provider has no control over chargebacks. When a cardholder elects to contact their card - issuing bank for the purpose of initiating a chargeback, Customer will be charged back on its respective fee, Service Provider will be charged back on its convenience fee. ** If early termination is elected, Service Provider is permitted to optionally: 1) continue the electronic payments account in active status, paying monthly minimum fees until normal termination of the account, to avoid accelerated termination costs (liquidated damages); or, 2) pay any early termination fee, and close the electronic payments account; or, 3) engage any other appropriate option that imposes no cost on Customer. 3.10 Deposit Account and Merchant Account Requirements 3.10.1 Service Provider will assist Customer in compliance with each card /check association's requirements to establish an electronic payments account for, and in the name of Customer, as the financial vehicle by which the Gov -Pay solution will conduct electronic payments activity. 3.10.2 Customer shall maintain a separate electronic payments account for each department/revenue stream as determined by MMS to be required or necessary. 5 y'� 59 J� 3.10.3 Customer shall provide deposit account ABA (the transit routing number) and DDA (the deposit account number) information to Service Provider for each electronic payments account. 3.10.4 Customer shall provide bank account manager contact information to Service Provider to facilitate deployment of any electronic payments solution. 3.10.5 Service Provider will deliver Customer's electronic payments funds via ACH to each designated Customer bank account. 3.11 Communication and Power Requirements Customer will provide: 3.11.1 One (1) - IP (Internet Protocol) Connection, via cat5 cable w /RJ45 (female) termination, per card terminal/payment station. 3.11.2 One (1) - 110v AC power outlet per credit/debit caret terminal. 3.11.3 One (1) - 110v AC power outlet per check reader /imager. 3.11.4 Where Internet access is provided through, or as part of, the Customer enterprise network, a secure port (administered and designated by Customer Info/Tech personnel) shall remain "open" for transaction activity. 3.12 Insurance 3.12.1 Service Provider shall carry reasonable and prudent General Liability and Professional Errors and Omissions insurance coverage sufficient to protect Customer interests. Proposed coverage amounts are: • General Liability - $1,000,000.00 • Professional Errors & Omissions - $1,000,000.00 3.12.2 Customer will assure "street value" compensation for any damaged equipment deployed by Service Provider in need of replacement due to damage incurred outside the scope of normal use (such as liquid spills, heat damage, excessive dirt/unsanitary conditions, dropped equipment, attempts to internally service unit by unqualified personnel , etc.). 3.13 Changes and Enhancements 3.13.1 Service Provider will advise Customer of scheduled changes, updates, and /or enhancements a minimum of 30 days in advance. 3.13.2 Such activities will be coordinated through designated contact resource(s) at Customer as indicated in 3.02.2.9 and 3.15.4. 3.13.3 Changes or enhancements required or desired by Customer may be initiated by contacting Service Provider 3.14 Reporting/Gateway Services (a required provision for PCI -DSS compliance) 3.14.1 Customer agrees to allow Service Provider (MMS) to set up and activate a reporting gateway account at MMS's Trine gateway. Service Provider warrants that the gateway is PCI -DSS compliant as required by the payment card industry for all card transaction and reporting services. 6 3.14.2 Term The reporting gateway account will remain active during the term of service of the Electronic Government Payments Services Agreement. 3.14.3 Billing and Payment Fees: No fees or costs will be assessed to Customer for use or services of the gateway in association with the Gov -Pay solution. 3.14.4 Acceptable Uses Customer agrees to allow Service Provider to configure all Customer access and permissions for use of the gateway such that all use conforms to current and future PCI -DSS Compliance and generally accepted gateway use policies. 3.14.5 Cancellation Policy Service Provider cancels gateway services upon termination of the Electronic Government Payments Services Agreement. After termination, report data is available via contact with Service Provider. Data will not be unreasonably withheld. 3.14.6 Disclaimer of Warranty Customer acknowledges and agrees that the operator(s) of the gateway exercises no control over, and accepts no responsibility for, the content of the information passing through the gateway host computers, network hubs and points of presence nor the Internet except as required for PCI -DSS compliance. The operator(s) of the gateway, its employees, affiliates, agents, suppliers, third -party information providers, merchants, licensors, nor the like make any warranties of any kind, either expressed or implied, including but not limited to, warranties of merchantability or fitness for a particular purpose, or non - infringement for the services or any equipment provided. The operator(s) of the gateway, its employees, affiliates, agents, third - party information providers, merchants, licensors or the like, do not warrant that the services will not be interrupted or error free; nor do any of them make any warranty as to the results that may be obtained from the use of the services or for the accuracy, reliability or content of any information services or merchandise contained in or provided through the services. The operator(s) of the gateway are not liable for the content or loss of any data transferred either to or from Customer or stored by Customer or any of Customer's clientele via the services provided by the gateway. 3.14.7 Limitation of Liability In no event shall the operator(s) of the gateway be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data, or use, suffered by Customer or any third -party customer, whether in an action, in contract, tort, strict liability or other legal theory, even if the operator(s) of the gateway has been advised of the possibility of such damages. In no event will the operator(s) of the gateway assume liability for any damages, losses, or causes of actions whether in contract or tort (including negligence or otherwise) exceeding the actual dollar amount paid by Customer for the service(s) which gave rise to such damages, losses and causes of actions for any period of time. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to Customer. In such jurisdictions, liability for the operator(s) of the gateway (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the least extent permitted by applicable law. 3.14.8 Force Majeure The operator(s) of the gateway shall not be liable for any delay, failure in performance, loss or damage due to: fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts of terrorism; acts or omissions of electronic payment associations, payment processors, carriers or suppliers; acts of regulatory or governmental agencies, or other such causes beyond operator's reasonable control. 3.15 Ownership 3.15.1 All physical equipment deployed by Service Provider shall remain the property of Service Provider. 3.15.2 Service Provider shall retain ownership of all intellectual properties and proprietary information; knowledge of any procedure, processes, processors, methods of transaction, etc. 3.16 Testing Requirements /Designated Personnel 3.16.1 Customer will establish and make known to Service Provider any /all test criteria. 3.16.2 All test criteria will be included on Appendix A. 3.16.3 Test criteria must be reasonably within the scope of established electronic payment transaction format(s) and not violate any electronic payment transaction association rules or regulations, nor violate any banking regulation(s), nor Federal or State statute(s). 3.16.4 Customer will appoint and make known to Service Provider all personnel, including their contact information, designated for the purpose of certifying Service Provider's attainment of the testing criteria. 3.16.5 Designated personnel for this purpose shall be selected prior to beginning of the proposed 45- day deployment window. Testing and attainment/approval of such testing shall be performed prior to commencement of the proposed 45 -day deployment window. 3.16.6 Delay by Customer in announcing designated personnel for this purpose shall not reduce the 45 -day deployment window. 3.16.7 Each avenue by which an electronic transaction may be conducted on behalf of Customer will be tested and will perform to the level of expectation of designated personnel. 3.16.8 Delivery of transaction data required by Customer will be tested and will perform to the level of expectation of designated personnel. 3.16.9 Customer will establish and make known to Service Provider Customer's expectation of receipt scripts and disclaimers. Such receipt data must conform to any industry requirements and conform to equipment content capabilities. 3.17 Force Majeure Neither Service Provider nor Customer shall be liable for any delay, failure in performance, loss or damage due to: fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts of terrorism acts or omissions of electronic payment associations, payment processors, carriers or suppliers, acts of regulatory or governmental agencies, or other such causes beyond party's reasonable control. 3.18 Disclaimer 3.18.1 Service Provider does not touch any transaction or transaction data. q4 �a 3.18.2 Service Provider shall not be held responsible for any security breach or loss of data. 3.18.3 Service Provider does not manufacture, modify, or alter any physical transaction device deployed. 3.18.4 Service Provider shall not be held responsible for any fire, safety hazard, damage, or injury resulting from malfunction of any physical transaction device deployed. 3.19 Indemnifications Service Provider will defend, indemnify and hold Merchant, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Service Provider, its officers, agents or employees. Merchant will defend, indemnify and hold Service Provider, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Merchant, its officers, agents or employees. 3.19 Contact Information 3.19.1 Service Provider: Merchant MultiService, LLC 3280 Spring Branch Rd. Spring Branch, TX 78070 Ofc.: 830.438.7100 210.269.3300 Fax: 830.980.3300 contactusAmmserv. com www.mmserv.com 3.19.2 Customer: Name: Brazos County Tax Office Address: 300 E Wm J Bryan Pkwy City /State /Zip: Bryan, TX 77803 Phone: 979 - 361 -4470 Fax: 979 - 361 -4487 Email: taxoffice @co.brazos.tx.us 4.0 Acceptance Agreed, Service Provider (Merchant MultiService, LLC): Ric Bunger Date S(5��� Date Customer, other required signature(s): Signature Printed Name Date Signature Printed Name Date Signature Printed Name Date 10 Appendix A Testing Requirements Waived 1. Service Provider will determine that internet access and internet protocol security provided by Customer is suitable for secure electronic transactions. 2. Service Provider will not be expected to accept, test, or deploy any requirement it deems, in its sole discretion, to violate any electronic payment processing association rules or regulations, or any Federal or State statute, or banking industry regulations. Testing Requirements, Agreed: Merchant MultiService, LLC (Service Provider): Customer: Authorized Signature Date Printed Name Title Testing Requirements, Achieved: Merchant MultiService, LLC (Service Provider): Customer: Authorized Signature Date Printed Name Title r.. 65- EM Appendix B Gov -Pay Customer Set -Up Requirements 1. Including your Main Office, how many satellite or branch offices do you have? _1_ 2. How many pay stations do you have? Main /Branch Address How Many Pay Windows? Main Office: 300 E Wm J Bryan Pkwv, Bryan, TX _15_ Address City /Zip (Satellite Office 1) Address City /Zip (Satellite Office 2) Address City /Zip (Satellite Office 3) Address City /Zip (Satellite Office4) Address City /Zip Use a separate sheet for additional offices — 3. Does your Office /Agency wish to use our check services? (circle one) Y N 4. For what jurisdictions do you collect? (Use your own terminology; e.g.: Ad Valorem, Motor Vehicle, Justice of the Peace, Clerk, etc.): 10 Ad Valorem Taxing Jurisdictions and Motor Vehicle Registration and Title Services 5. * *IMPORTANT ** Please ask your IT Personnel or Contractor to provide the following: IP Address Range: Subnet Mask: Default Gateway: DNS 1: DNS 2: 6. Please provide the following important contact information (please type or print legibly): Office /Agency Contact Name Phone Email Accounting Dept. IT Department or Contractor: Other Other 7. Please briefly describe any significant differences between offices (e.g.- Satellite Office 2 does not collect payments for Property Tax. Satellite Office 3 is by a lake and is the only office to offer Boat Registration): 12 MA MERCHANT APPLICATION AND AGREEMENT PARTIES AND SERVICES INTERNAL USE ONLY MERCHANT # MCC REFERRAL SOURCElASSOCIATION NAME AGENT # CORP # CHAIN '# SALES REPRESENTATIVE PHONE SALES ID REFERRAL NUMBER ESTIMATED DATE OF FIRST CREDIT CARD ACCEPTANCE:- CARD ACCEPTANCE REQUESTED: ❑CREDIT ONLY ❑ DEBIT ONLY ❑CREDIT and DEBIT MERCHANT INFORMATION* BUSINESS LEGAL NAME 2-0-5 I❑ OUR BUSINESS SEASONAL ? YES NO MAILING/BILLING DR SS CITY Zlp / - //{W TELEPHONE NUMBER DBA FAX #•• T IO # TOTAL # OF LOCATIONS LEGAL FAX #•' MERCHAN G BU I ME 4 ( /v BUSINESS START DATE (MONTH/YEAR) HOW LONG AT THIS LOCATION? LOCATION D ADD. S$ IN P.O. Box) � anir ZIP����� TELEPHONE NUMBER PRIMARY MERCHANT CONTAC MAI DRESS•• TYPE OF OWNERSHIP: ❑ SOLE OWNERSHIP ❑ PARTNERSHIP ❑ JOINT VENTURE ❑ LLC ❑ PUBLIC CORP ❑ PRIVATE CORP GOVT. CORP ❑ NON - PROFIT ❑ OTHER TYPE OF BUSINESS: ❑ RETAIL ❑ WHOLESALE ❑ RESTAURANT ❑ LODGING ❑ MAIL ORDER ❑ TELEPHONE OR ER Z CONVENIENCE STORE ❑ CONVENIENCE STORE WITH GAS ❑ INTERNET ❑ BUSINESS TO BUSINESS ❑ HOME -BASED ❑ OTHER LIST ALL WEBSITE ADDRESSES: DESCRIBE E MERCHANDISE SOLD OR SERVICE P VIDED J r UG l�v CHECK METHOD OF ADVE ISI G AND INCLUDE ANY MATERIALS: []YELLOW PAGES AD ❑ CATALOG ❑ DIRECT MAIL —LETTER/BROCHURE ❑ TV /RADIO ❑ TELEPHONE/TELEMAR STING 0 NEWSPAPER/MAGAZINEADVERTISEMENT ❑ REFERRAL ❑ INTERNET /E -MAIL MAIL/FAX CHARGEBACWRETRIEVALS TO: ❑OUTLET ❑CORPORATE ❑ RECON SOLUTIONS DELIVER STATEMENTS TO: ❑ OUTLET ❑ CORPORATE DELIVER BY: ❑ MAIL ❑ E- MAIL" ❑ OUTLET ❑CHAIN AMERICAN EXPRESS MERCHANT # DISCOVER MERCHANT # EQUIPMENT TYPE: ❑ RENT ❑ PURCHASE ❑ LEASE ❑ REPROGRAM ❑ SOFTWARE CODING ONLY: DEPOSIT i SALES • POLICY %ANNUAL CREDIT CARD SALES GENERATED BY: [MAID PHONE %] [INTERNET %) [CARD SWIPE %] [HAND -KEYED ITEMS FACE -TO -FACE %] TOTAL . 100% PERCENTAGE OF CUSTOMER ORDERS DELIVERED IN: [0 DAYS %] 11-7 DAYS %] (8-14 DAYS %) 115.30 DAYS %] [MORE THAN 30 DAYS %) TOTAL - 100% NUMBER OF DAYS TO PREPARE SHIPMENTS FOR DELIVERY TO CUSTOMER FROM DATE OF ORDER ARE CUSTOMERS REQUIRED TO PROVIDE A DEPOSIT? ❑ YES ❑ NO IF A DEPOSIT IS REQUIRED, WHAT PERCENT OF THE TOTAL SALE IS REQUIRED? % MCA/ISA SALES ARE DEPOSITED (CHECK ONE): ❑ AT DATE OF ORDER ❑ AT DATE OF DELIVERY ❑ OTHER DO YOU HAVE A REFUND POLICY FOR YOUR MASTERCARDIVISA SALES? ❑ YES ❑ NO CHECK THE APPLICABLE REFUND POLICY: ❑ EXCHANGE ❑ STORE CREDIT ❑ MCiVISA CREDIT ❑ OTHER IF MCIVISA CREDIT, WITHIN HOW MANY DAYS DO YOU DEPOSIT CREDIT TRANSACTIONS? ❑ 0-3 DAYS ❑ 4-7 DAYS [:18-14 DAYS WHAT % OF PRODUCT /SERVICE DOES CUSTOMER RECEIVE AT TIME OF PURCHASE: % • (List the two largubt owners with the share of ownership Information on the individual(s) si(Ining the �jppjIcatIrI is needed hefuw 1. NAME TITLE PERCENT OF OWNERSHIP RESIDENCE ADDRESS CITY STATE ZIP HOE EPHONE SOCIAL SECURITY # DATE OF BIRTH DRIVER S LICENSE # STATE 2. TITLE PERCENT OF OWNERSHIP RESIDENCE ADDRESS CITY STATE ZIP HOME TELEPHONE SOCIAL SECURITY # DATE OF BIRTH DRIVER'S LICENSE # STATE COMPANY PRESIDENT COMPANY CFO CREDIT INFORMATION ANNUAL VISA/MASTERCARD VOLUME AVERAGE CREDIT CARD TICKET IT OTAL SALES • co.�e �r . ���•a, ,oy ,a,, „ ieyuue r dr we wuecr inrorrnauon to verify customer identity and that we retain this information in our records. **By providing us your fax number and e-mail address, you agree that we may fax and /or email information to you from time to time regarding our products and services, and third party products and services which may be of interest to you. gf Standard 2/06 MAIL OR TELEPHONE (COMI)ICte If sales by ORDER your are generitecl niail, elephone or Internet NAME OF FULFILLMENT HOUSE (IF ANY) DELIVERY TIME FRAME orders. or if your Product is not delivered at the point of sale I IF USING A FULFILLMENT HOUSE, WHO OWNS THE MAJORITY OF THE INVENTORY7 ❑ MERCHANT ❑ FULFILLMENT HOUSE FULFILLMENT HOUSE — STREET ADDRESS REFERENCES CITY STATE ZIP BANK NAME (Please attach preprinted volded chock.) -----BANK (a ttach separate sheet with trade references if a Ipplic able) TRANSIT ROUTING # (ABA #) ACCOUNT NUMBER ADDRESS CITY STATE ZIP - .. a e a .•e CURRENT CREDIT CARD PROCESSING BANK, IF APPLICABLE a ..e e e REASON FOR LEAVING CURRENT PROCESSOR (IF APPLICABLE) BANK OR PROCESSOR NAME: CITY STATE ZI CONTACT PHONE HAVE ANY OF THE PRINCIPALS EVER FILED FOR BANKRUPTCY? FIRST PRINCIPAL ❑ YES 1q NO IF YES, STATE: CHAPTER FILED: DATE: SECOND PRINCIPAL YES [3 NO IF YES, STATE: CHAPTER FILE D DATE: HAVE ANY OF THE PRINCIPALS R MANAGED OR OWNED ANOTHER BUSINESS THAT ACCEPTED CREDIT CARDS? FIRST PRINCIPAL ❑ YES [NO O IF YES, BUSINESS NAME: CITY /STATE SECOND PRINCIPAL ❑ YES IF YES, BUSINESS NAME: CITY /STATE THIS MERCHANT APPLICATION AND AGREEMENT (this "Agreement") is entered Into by and between PAYMENTECH, L.P., a Delaware limited partnership, for Itself and on behalf of J PMorgan Chase Bank, N.A. and the Merchant identified in this Agreement. Under the terms of this Agreement, Company will be the sole provider to Merchant of the services necessary to authorize, process and settle all of Merchant's credit and debit cans transactions set forth in Schedule A to this Agreement. If a third party referred you to us for the services provided under this Agreement, such third party may be party to the Agreement, but has no rights with respect to Merchant except as provided in such third parry's agreement with us. FOR MERCHANT AND INDIVIDUAL GUARANTORS - As the person signing below on behalf of the business designated on the above Application ( "Merchant*), i certify that 1 am an owner, partner or officer of the Merchant and have been duly authorized to sign this Merchant Application and Agreement on behalf of the Merchant. Merchant and each guarantor signing below ( "Guarantor") hereby acknowledge that they have each received and read (1) Terms and Conditions for Merchant Agreement, (2) Schedule A (Pricing) and (3) the Operating Guides - Retail and Mail Order/Telephone Order /Intemet Transactions. Merchant agrees to be bound by the terms and conditions contained in those documents, and each Guarantor hereby agrees to be bound as a Guarantor of the Merchant's obligations under this agreement, according to the Personal Guaranty contained in the Terms and Conditions for Merchant Agreement. Merchant hereby authorizes Paymentech to credit and debit Merchant's designated bank account(s) in accordance with this Agreement. Merchant represents and warrants that all information on this Application, and the related information submitted in conjunction with the Application, is true, complete and not misleading. The Application now belongs to Paymentech. Merchant understands that the application fee is non - refundable. Merchant, each Owner /Officer and each Guarantor hereby authorizes and agrees that Paymentech, or Its designee, may Investigate and verify the credit and financial information of Merchant, each Owner /Officer and any individual Guarantor and may obtain consumer and commercial credit reports on the Guarantors, Owners/Officers and Merchant from time to time. If the Application Is approved, subsequent consumer and business credit reports may be required or used in connection with the maintenance, updating, renewal or extension of the Agreement. The Merchant, Owners/Officers and each Guarantor agrees that all business references, Including banks, may release any and all credit and financial Information to Paymentech, ANY UNILATERAL ALTERATION, STRIKEOVER OR MODIFICATION TO THE PREPRINTED TEXT OR LINE ENTRIES OF THIS MERCHANT APPLICATION AND LEGAL AGREEMENT SHALL BE OF NO EFFECT WHATSOEVER, AND AT PAYMENTECH'S SOLE DISCRETION, MAY RENDER THIS MERCHANT APPLICATION INVALID. _ MERCHANT: BUSINESS LEGAL NAME s (�um By v eY Individual Signature ( #1 f a 6 Lion) Individual Signature (r2 from application) Date rJ Title: Title: pad. Print Individual Name: Print Individual Name: GUARANTORS: Indiv dual Signature Individual Signature Print Guars — int Guarantor Narrw. - Date: For Paymentech to request an American Express Number on behalf of the merchant through the AMEX ESA Program: By signing below, present that the information I have provided on the Application is complete and accurate and I authorize American Express Travel Related Services Company, Inc. (" merican Express ") to verify the information on this Application and to receive and exchange Information about me, including, requesting reports from consumer reporting agencies. If 1 ask American Express whether or not a consumer report was requested, American Express will tell me, and if American Express received a report, American Express will give me the name and address of the agency that fumished it. I understand that upon American Express' approval of the business entity, indicated above to accept the American Express Card, the Terms and Conditions for American Express Card Acceptance ("Terms and Conditions ") will be sent to such business entity along with a Welcome Letter. By accepting the American Express Card for the purchase of goods and /or` se1rvices, you agree to be bound by the Terms and Conditions. For Paymentech to r u t a Discov r umber on b alf of them hant through the Discover east Program: Client acknowledges that by accepting a Discover card for payment, Cllen to the ter d conditlo Discover Busin s Services ( "Discover"). Such terms and conditions will be sent to Client by Discover. rte-- 7 Signature: 1 / AMEX Volume: Rate'Monthly Fee: Discover Rate: Membership Fee: Transaction fee: APPROVED: PAYMENTECH, L.P., by PTI General Partner, LLC, Its general partner, for itself and on behalf of JPMorgan Chase Bank, N.A. By Title: Date: �/ Standard Z'06 CHASE r j► Paymentech SELECT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (SUBMITTER MERCHANT) THIS SELECT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (the "Agreement") is dated as of the Effective Date, among Paymentech, LLC, a Delaware limited liability company CPaymentech ", "we ", or "us"), JPMorgan Chase Bank, N.A., a national banking association ("Member"), and ("Merchant", "you ", or "your'). J a Member is a member of Visa and MasterCard and, through Member, Paymentech Is authorized to process payment card transactions. Merchant wishes to accept payment cards from its customers for the sale or lease of goods or services, and Merchant has contracted with Submitter (defined below) to submit certain of these transactions to Paymentech in accordance with this Agreement. The terms and conditions of this Agreement apply equally with regard to all Sales Data (defined below) submitted to us for processing, regardless of whether it was submitted to us by Submitter or by you directly. All Sales Data submitted to us by Submitter on your behalf will be deemed to be your submission of Sales Data directly to us for all purposes under this Agreement. Paymentech, Member, and Merchant agree as follows: 1. Merchants Acceptance of Cards. 1.1 Exclusivity. You agree to tender to us Sales Data generated from all your Card transactions submitted by _ ("Submitter. Such transactions must be submitted to us via electronic data transmission according to our formats and procedures. You may tender to us Sales Data generated from your other Card transactions, subject to approval by Paymentech, and subject to the terms of this Agreement. 1.2 Certain Card Acceptance Policies. Each sale you make Involving a Card must be evidenced by a single Sales Data record completed with (1) the transaction date; (11) a brief description of the goods or services sold, returned, or canceled; (Iii) the price of the goods or services, Including applicable taxes, or amount of any credit or adjustment; (iv) the Cardholder name; (v) your name in a manner recognizable to Cardholders; (vi) your address; (vii) a customer service telephone number; (vial) any applicable terns and conditions of the sale; (Ix) the exact date any free trials end; and (x) any other Information which the applicable Association may require. You shall not impose any surcharge or finance charge on the Card transaction or otherwise require the Cardholder to pay the fees payable by you under this Agreement. You or Submitter may, however, charge a convenience fee in a manner permissible under the Rules. You shall not set a dollar amount above or below which you refuse to honor otherwise valid Cards. With respect to any transaction for which a Card is not physically presented, such as in any on -line, mail, telephone, or pre - authorized transaction, you must (1) have notified us on your application or otherwise in writing of your Intention to conduct such transactions and secured our agreement to accept them and (ii) have reasonable procedures In place to ensure that each Card sale Is made to a purchaser who actually Is the Cardholder or the authorized user of the Card. Notwithstanding the foregoing, you acknowledge that under the Association Rules, you cannot rebut a Chargeback where the Cardholder disputes making the purchase without an electronic record (for example, "swiping ", or " tapping" a card) or physical Imprint of the Card. 1.3 Operating Guide, Association Rules. You agree to comply with the operating guide attached to this Agreement, as amended from time to time ("Operating Guide'), and all Association Rules as may be applicable to you and In effect from time to time as published (on a website or otherwise) by any Association or of which you have been otherwise Informed, and with such other procedures as we may from time to time prescribe for the creation or transmission of Sales Data. We may modify and supplement the Operating Guide In order to comply with requirements Imposed by the Association Rules. You acknowledge that you have received a copy of the Operating Guide at or prior to your execution of this Agreement, and that you can also view the Operating Guide on -line at the Chase Paymentech Solutions Internet website. 1.4 Requirements for Sales Data. As to each Sales Data you tender to us for processing, you represent and warrant that, to the best of your knowledge: (1) The Sales Data represents payment or refund of payment, for the bona fide sale or lease of the goods, services, or both, which you have provided in the ordinary course of your business. (2) The Card transaction represents an obligation of the Cardholder for the amount of the Card transaction. (3) The Sales Data does not Involve any element of credit for payment of a previously dishonored check or for any other purpose except payment for a current transaction and, except in the case of approved Installment or pre - payment plans, the goods have been shipped or services actually rendered to the Cardholder. (4) The Sales Data is free from any material alteration not authorized by the Cardholder. (5) The amount charged for the Card transaction Is not subject to any dispute, setoff, or countercla im. (6) Neither you nor your employee has advanced any cash to the Cardholder (except as authorized by the Rules) or to yourself or to any of your representatives, agents, or employees in connection with the Card transaction, nor have you accepted payment for effecting credits to a Cardholder's account. (7) The goods described in each Sales Data are your sole property and you are free to sell them. (B) You have made no representations or agreements for the Issuance of refunds except as it states in your return /canceliatlon policy, which has been previously submitted to us in writing as provided in Section 3. (9) Any credit transaction submitted to us represents a refund or adjustment to a Card transaction previously submitted. (10) You have no knowledge or notice of information that would lead you to believe that the enforceability or collectibility of the subject Sales Data Is in any manner Impaired. The transaction Is in compliance with all applicable laws, ordinances, and regulations. You have originated the Sales Data in compliance with this Agreement and the Association Rules. (11) For a Card sale where the Cardholder pays In installments or on a deferred payment plan, a Sales Data record has been prepared separately for each installment transaction or deferred payment on the date(s) the Cardholder agreed to be charged. All installments and deferred payments, whether or not they have been submitted to us for processing, shall be deemed to be a part of the original Card sale. 2. Authorized ons. 2.1 Obtaining Authorizations. You understand that all Card transactions are required to have authorization /approval codes. You acknowledge that authorization/approval code of a Card transaction Indicates only that credit is available for the Card transaction at the time the authorization is given, and it does not constitute a representation from us or from an Association that a particular Card transaction is in fact a valid or undisputed transaction entered into by the actual Cardholder or an authorized user of the Card. 2.2 Lack of Authorization. We reserve the right to refuse to process any of your Sales Data (i) unless a proper authorization /approval code is recorded, (li) if we reasonably determine that the Sales Data Is or will become uncollectible from the Cardholder to which the transaction would otherwise be charged, or (ill) if we determine that the Sales Data was prepared in violation of any provision of this Agreement. 3. Refunds and Adiustments. 3.1 Disclosure of Refund Policy. You are required by the Associations to maintain a fair policy with regard to the return /cancellation of merchandise or services and adjustment of Card sales. You are required to disclose your return /cancellation policy to us on your application. Your retum /cancellation policy must be disclosed to your customers, 3.2 Changes to Policy. Any change in your return /cancellation policy must be submitted In writing to us not less than 14 days prior to the effective date of such change. We reserve the right to refuse to process any Sales Data made subject to a revised return /cancellation of which we have not been notified in advance. 3.3 Procedure for Refunds /Adjustments. If you allow a price adjustment, return of merchandise, or cancellation of services in connection with a Card sale, you will prepare and deliver to us Sales Data reflecting such refund /adjustment within 3 days of receiving the Cardholder's request for such refund /adjustment. The amount of the refund /adjustment cannot exceed the amount shown as the total on the original Sales Data except by the exact amount required to reimburse the Cardholder for postage that the Cardholder paid to return merchandise. You are not allowed to accept cash or any other payment or consideration from a customer in return for preparing a refund to be deposited to the Cardholder's account nor to give cash refunds to a Cardholder in connection with a Card sale, unless required by law. 4. ftUNWML 4.1 Submission of Sales Data. Sales Data must be transmitted to us no later than the next business day immediately following the day that such Sales Data is originated. 99 �� For debit Card transactions that are credits to a Cardholder's account, such transactions must be transmitted to us within 24 hours of receiving the authorization for such transaction. 4.2 Merchant's Settlement Account. In order to receive funds from Paymentech, you must maintain a Settlement Account at a bank that is a member of the Automated Clearing House ("ACH) system and the Federal Reserve wire system. You agree not to close your Settlement Account without giving us at least 5 days' prior written notice and substituting another Settlement Account. You are solely liable for all fees and costs associated with your Settlement Account and for all overdrafts. You authorize Paymentech to Initiate electronic credit and debit entries and adjustments to your Settlement Account at any time without regard to the source of any monies in the Settlement Account. This authority will remain in full force and effect until we notify your bank that all monies due from you under this Agreement have been paid in full. We will not be liable for any delays in receipt of funds or errors In Settlement Account entries caused by third parties, Including but not limited to delays or errors by the Associations or your bank. 4.3 Travel and Entertainment Cants. You cannot submit any T&E Card transaction for processing by Paymentech unless you have a valid agreement in effect with the respective T &E Card company. Upon transmission of such Sales Data to us, we will forward the Sales Data to the appropriate T&E Card company. Payment of the proceeds due you will be governed by whatever agreement you have with that T&E Card company, and we do not bear any responsibility for their performance. If your agreement with a T &E Card company requires the T&E Card company's consent for us to perform the services contemplated by our Agreement, you are responsible for obtaining that consent. 4.4 Transfer of Settlement Funds. For all Card transactions other than T&E Card transactions, immediately upon our receipt of your Sales Data, we will process your Sales Data to facilitate the funds transfer between the various Associations and the Settlement Account for Card sales. After we receive credit for such Sales Data, we will provide provisional credit to the Settlement Account for the proceeds. The proceeds payable to you shall be equal to the amounts received by us in respect of your Sales Data minus the sum of the following: all adjustments and Chargebacks, all Cardholder refunds and adjustments, all Reserve Account amounts, and fines, assessments, penalties, or other liabilities that may be imposed from time to time by the Associations, all of which amounts are due and payable at the time the related services are rendered to you or the related Chargebacks or other charges or adjustments are received from the Associations. Alternatively, at our option, we may debit the Settlement Account for such amounts when they become due and payable. 4.5 Negative Amounts. To the extent Sales Data does not represent sufficient credits or the Settlement Account does not have a sufficient balance to pay amounts due under this Agreement, we may pursue one or more of the following options: (1) demand and receive Immediate payment for such amounts; (11) debit the Settlement Account for the amount of the negative balance; (iii) withhold your settlement payments until all amounts are paid; (W) delay presentation of your refunds until you make a payment to us of a sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or In equity. Furthermore, if the amount represented by your Sales Data in any day is negative due to refunds /customer credits being submitted by you In excess of your sales, you are required to provide us with sufficient funds prior to the submission of the Sales Data so as to prevent the occurrence of a negative balance. 4.6 Delinquency/ Merchant Fraud. If: (1) there Is a material, adverse change in your financial condition or your payment record with creditors; (II) you are in material default of this Agreement; (Iii) you change your billing practice in relation to shipment of merchandise or fulfillment of sery ice or change refund procedures currently in place, and you fail to notify us in advance; (iv) you are receiving excessive Chargebacks (as defined in Section 7.2 below); (iv) you significantly alter the nature of your business or product lines; or (A) we have reasonable grounds to believe that we may be or become liable to third parties for the provisional credit extended to you or that we or you may be liable to your Card sale customers, Card issuing banks, or the Associations for any additional liabilities, Including, without limitation, any fines or penalties assessed against us by any of the Associations, arising out of or relating to your Sales Data, Card transactions, your Chargebacks, or your failure to comply with this Agreement, we may temporarily suspend payments to you during our investigation of the Issue and /or designate an amount of funds that we must maintain in order to protect us against the risk of existing or anticipated Chargebacks and to satisfy your other obligations under this Agreement (such funds being hereinafter referred to as the "Reserve Account'), which may be funded In the same manner as provided for negative balances In Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks, returns, and unshipped merchandise and /or unfulfilled services. We may (but are not required to) apply funds in the Reserve Account toward, and may set off any funds that would otherwise be payable to the Merchant against, the satisfaction of any amounts which are or become due from Merchant pursuant to this Agreement. The Reserve Account will not bear interest, and you will have no right or Interest in the funds in the Reserve Account; provided that upon satisfaction of all of your obligations under this Agreement, we will pay to you any funds then remaining in the Reserve Account. Any funds In the Reserve Account may be commingled with other funds, and need not be maintained In a separate account. Effective upon our establishment of a Reserve Account, you irrevocably grant to us a security interest In any and all funds, together with the proceeds thereof, that may at any time be in our possession and would otherwise be payable to you pursuant to the terms of this Agreement. You agree to execute and deliver to us such Instruments and documents (including, without limitation, security agreements and releases) that we may reasonably request (I) to perfect and confirm the security Interest and right of setoff set forth in this Agreement; and (ii) in connection with any return of Reserve Account funds. S. Accountlna. We will supply a detailed statement reflecting the activity for your Merchant account(s). We will not be responsible for any error that you do not bring to our attention within 90 days from date of such statement. 6. Retrieval Reauests. 6.1 Records. You understand that the Associations require that all original documentation of each transaction be stored for at least six months from the date of the respective transaction, and copies of all such data must be retained for at least 18 months from the date of the respective transaction. You are not allowed to charge a fee for the creation or storage of such copies. 6.2 Response to Retrieval Requests. We will send you any Retrieval Request that we cannot satisfy with the Information we have on file concerning any Card sale. In response, you must provide us in writing by certified or overnight mall or by confirmed fax (or by other means as agreed by Paymentech) the resolution of your investigation of such Retrieval Request and include legible copies of any documentation required by the Retrieval Request within 7 business days after we send it to you (or such shorter time as the Association Rules may require and of which we notify you). Once we receive your response, we will take the appropriate steps in a timely manner to reduce the probability of the Cardholder's bank sending an unjustified Chargeback. You acknowledge that your failure to fulfill a Retrieval Request In accordance with Association Rules may result in an irreversible Chargeback. 7. Charoebacks. 7.1 Chargebadc Reasons. You may receive a Chargeback from a Cardholder or Card Issuer for a number of reasons under the Association Rules. The following are some of the most common reasons for Chargebacks: (1) Your failure to Issue a refund to a Cardholder upon the return or non- delivery of goods or services. (2) An authorization /approval code was required and not obtained. (3) The Sales Data is prepared incorrectly or fraudulently. (4) We did not receive your response to a Retrieval Request within 7 business days or any shorter time period required by the Association Rules. (5) The Cardholder disputes the Card sale or the signature on the sale documentation, or claims that the sale Is subject to a set -off, defense, or counterclaim. (6) The Cardholder refuses to make payment for a Card sale because In the Cardholder's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. (7) The Card was not actually presented at the time of the sale or you failed to obtain an electronic record or a physical imprint of the Card, and the Cardholder denies making the purchase. The Merchant acknowledges that under these circumstances, the fact that an authorization /approval code was obtained does not mean that a particular Card transaction is in fact a valid or undisputed transaction entered into by the actual Cardholder or an authorized user of the Card. 7.2 Excessive Chargebacks. If we determine that you are receiving an excessive amount of Chargebacks, in addition to our other remedies under this Agreement we may take the following actions: (1) review your internal procedures relating to acceptance of Cards and notify you of new procedures you should adopt (at your sole discretion) in order to avoid future Chargebacks; (2) collect from you (pursuant to Section 4.6) an amount reasonably determined by us to be sufficient to cover anticipated Chargebacks and related fees and fines; or (3) terminate the Agreement with written notice of termination. For purposes of this Agreement, an excessive number of Chargebacks means one Chargeback per 100 Sales Data records or the total dollar amount of Chargebacks is greater than or equal to 3 percent of the total dollar amount of Sales Data for any 30 -day period. The foregoing percentages are subject to change in accordance with the Association Rules. You also agree to pay any and all Association fees and fines assessed against you or against Paymentech relating to your violation of the Agreement, the Operating Guide, or the Association Rules with respect to your transactions or with respect to excessive Chargebacks under this Section. 7.3 Claims of Cardholder Customers. You have full liability if any Sales Data for which we have given the Settlement Account provisional credit is the subject of a Chargeback. Subsequently, you are allowed to resubmit applicable Sales Data for a second presentation, but only in accordance with Association Rules. To the extent that we have paid or may be called upon to pay a Chargeback or refund /adjustment for or on the account of a Cardholder and you do not reimburse us as provided in this Agreement, then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, we have all of the rights and remedies of such Cardholder V 2 D under applicable federal, state, or local law and you authorize us to assert any and all such claims In our own name for and on behalf of any such Cardholder customer individually or all such Cardholder customers as a class. 6. Advertlsino. Wherever you accept Cards, you will inform the public of the Cards that you honor. However, you may not indicate that any of the Associations endorses your goods or services. 9. frM. Unless otherwise set forth in this Agreement or any schedule or exhibit attached hereto, all Association and Paymentech fees for processing your Sales Data will be paid by Submitter. 10. Termination. 10.1 Term. This Agreement takes effect on the date it Is executed by Paymentech and has an initial tens expiring 3 years from that date unless your agreement with the Submitter terminates earlier. Unless otherwise terminated by either party as provided in this Agreement, the Agreement will automatically extend for successive one -year terms. Either party may give notice of non- renewal of this Agreement in writin g no more than 90 days and no less than 30 days prior to any expiration date. 10.2 Termination for Cause. If our services provided under this Agreement fail to conform to generally accepted standards for such services in the Card processing industry then your sole remedy for such failure shall be that upon notice from you specifying the failure of performance, we will rectify such failure of performance. If we do not rectify our failure of performance within 30 days after receipt of notification, then you may terminate this Agreement upon 30 days' written notice to us. We may terminate this Agreement at any time upon written notice to you as a result of any of the following events: (1) any noncompliance with this Agreement, the Association Rules, or the Operating Guide, which is not cured within 30 days of our notice to you, except as otherwise provided in this Agreement and except that no cure period is allowed for termination based on Merchant fraud or failure to fund a Reserve Account; (11) any voluntary or Involuntary bankruptcy or Insolvency proceeding involving you; (iii) Paymentech deems you to be financially Insecure; (iv) you or any person owning or controlling your business is or becomes listed in the MATCH file (Member Alert to Control High -Risk Merchants) maintained by Visa and MasterCard or any Association notifies us that it is no longer willing to accept your Sales Data; or (v) for a period of more than 60 consecutive days, you do not transmit Sales Data to us. 10.3 Account Activity After Termination. Termination does not affect either party's respective rights and obligations under this Agreement as to Sales Data submitted before termination. If Sales Data is submitted to us after the date of termination for which you have given us notice, we may, at our discretion, process such Sales Data In accordance with the terms of this Agreement. Upon notice of any termination of this Agreement, we may estimate the aggregate dollar amount of Chargebacks and other obligations and liabilities that we reasonably anticipate subsequent to termination, and you agree to immediately deposit such amount, or we may withhold such amounts from your credits, In order to establish a Reserve Account pursuant to and governed by the terms and conditions of Section 4.6. 11. Indemnification- 11.1 Paymentech. We agree to indemnify you and your affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, your costs, expenses, and reasonable attorneys' fees) arising out of any Cardholder complaint or Chargeback related to (i) any failure by us to properly safeguard the Cardholders account information, (II) our failure to deliver funds processed by us in accordance with Section 4.4 which relate to payments due from us for Sales Data, or (111) any voluntary or involuntary bankruptcy or insolvency proceeding by or against us. This Indemnification does not apply to any claim or complaint relating to your failure to resolve a payment dispute concerning merchandise or services sold by you or your negligence or willful misconduct. The indemnification provided for in this Section 11.1 is subject to Section 14. 11.2 Merchant. You agree to Indemnify Paymentech, Member, the Associations, affiliates, officers, directors, employees, agents and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, our costs, expenses, and reasonable attorneys' fees) arising out of any claim, complaint, or Chargeback (1) made or claimed by a Cardholder with respect to any Sales Data submitted by you, (II) caused by your noncompliance with this Agreement, the Operating Guide, or the Association Rules, induding any breach of a representation or warranty made by you, or (Iii) resulting from any voluntary or involuntary bankruptcy or Insolvency proceeding by or against you. The indemnification provided for in this Section does not apply to any claim or complaint to the extent it is caused by Paymentech's own negligence or willful misconduct. The indemnification provided for in this Section 11.2 Is subject to Section 14, 12. No Disclosure of Cardholder Information. We will exercise reasonable care to prevent disclosure or use of Card information, other than as permitted under the Association Rules. You will exercise reasonable care to prevent disclosure or use of Card Information, other than to Submitter, your agents and contractors for the purpose of assisting you in completing a Card transaction, or to the applicable Association, or as specifically required by law. You are prohibited from storing CVV2 or CVC2, magnetic stripe track data, and AVS and PIN data. Each party will store all media containing Card numbers In an area limited to selected personnel on a "need to know' basis only and prior to either party discarding any material containing Cardholder information, the party will destroy It in a manner rendering the Card account numbers unreadable. If at any time either party determines that Card account number information has been compromised, such party will notify the other party immediately and assist in providing notification to the proper parties, as we deem necessary. Merchant Information may be shared by us with our affiliates subject to the provisions of this Agreement and Association Rules. You agree to comply with all security standards and guidelines that may be published from time to time by Visa, MasterCard or any other Association, Including, without limitation, the Visa U.S.A. Cardholder Information Security Program ("CISP'), the MasterCard Site Data Protection ("SDP, and (where applicable), the VISA Payment Application Best Practices ("PABP') (described in more detail in the Operating Guide) (collectively, the "Security Guidelines "). All Service Providers you use must be recognized by Visa as CISP compliant service providers and payment applications you must use be recognized by VISA as compliant with PABP. You understand that failure to comply with the CISP, SDP or (where applicable) PABP requirements or other Security Guidelines, or the compromise of any Card account information, may result In assessments, fines, and /or penalties by the Associations, and you agree to Indemnify and reimburse us Immediately for any assessment, fine, or penalty Imposed on us or the Member due to any such event or your breach of this Section. You further agree to (1) exercise reasonable due diligence to ensure that any and all of your Service Providers, agents, business partners, contractors, and subcontractors maintain compliance with the Security Guidelines established by CISP, SDP, and (where applicable) PABP and (11) provide us upon our request with evaluation of your compliance with Security Guidelines as required by the Associations. If any Association requires an audit of you or any of your Service Providers, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, you agree to cooperate with such audit and agree to pay for the costs of such audit and our reasonable costs relating to such audit, indu ding attorney's fees. 13. Information About Merchant's Bus Ines s. 13.1 Additional Financial Information. To the extent not available from public sources, you agree to furnish us within five days of our request (1) your most recently prepared financial statements and credit Information and (11) if applicable, your three most recent filings with the SEC. 13.2 Other Information. With prior notice and during your normal business hours, our duly authorized representatives may visit your business premises and may examine only that part of your books and records that pertain to your Sales Data and Card sales. You agree to provide us at least 30 days' prior written notice of your intent to change your product line or services, or your trade name, or the manner in which you accept Cards. If we determine such a change is material to our relationship with you, we may refuse to process Sales Data made subsequent to the change. You agree to provide us with prompt written notice if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. 14. Disclaimer: Limitation of Damages. Subject to Section 5, we will, at our own expense, correct any data to the extent that errors have been caused by us, or by malfunctions of our Intellectual Property or machines. Under no circumstances will Paymentech's financial responsibility for Paymentech's failure of performance under this Agreement exceed the total fees paid to us under this Agreement (net of Association interchange, assessments and fines) for the six months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE EMPLOYEES, OR AFFILIATES OR SPONSORING BANKS, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT. WHILE ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, PAYMENTECH, MEMBER AND PAYMENTECH'S SPONSORING BANKS HEREBY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES, PRODUCTS, AND EQUIPMENT PROVIDED HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. THIS AGREEMENT IS A SERVICE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PAYMENTECH AND MEMBER DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRA DE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. q 1 --7) 15.Mlscellaneous. 15.1.Taxes. Unless otherwise exempt, you agree to pay any taxes Imposed on the sale or lease of Intellectual Property, equipment, supplies, and other goods purchased, tangible property, or services contemplated by this Agreement during the term of this Agreement and you authorize us to increase the amount we collect from you to reflect any and all assessments or Increases in the sales, use, occupational, property, lease, or other taxes Imposed on such sale or lease of services, tangible property, or Intellectual Property, equipment, supplies and other goods purchased, 15.2 Application and Credit Check. You represent and warrant that statements made on your Application for this Agreement are true as of the date of your execution of this Agreement. Your signature on this Agreement authorizes us to perform any credit check deemed necessary with respect to Merchant and its affiliates, principals, and guarantors. 15.3 Secdon Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement. 15.4 Assignment. We cannot assign this Agreement without your prior written consent, except that we may assign this Agreement to an entity qualified under Association Rules to perform our obligations under this Agreement. You cannot assign or transfer your rights or delegate your responsibilities under this Agreement without our prior written consent. 15.5 Parties. This Agreement binds you and us and our respective heirs, representatives, successors (including those by merger and acquisition), and permitted assigns. You represent and warrant that your execution of and performance under this Agreement (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document or any agreement between you and any third party or affiliated entity; and (ii) has been duty authorized by all necessary action and does not require any consent or other action by or In respect of any third party and that the person signing this Agreement on your behalf is duly authorized to do so. In providing services to you, we will not be acting in the capacity of your agent, partner, or joint venturer, and we are acting as an independent contractor. Each party agrees that any other party may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement. Any such disclosure may Identify the parties by name but shall not, without the prior written consent of the non - disclosing party, include any of the terms of this Agreement. 15.6 Severabllity. Should any provision of this Agreement be determined to be Invalid or unenforceable under any law, rule, or regulation, Including any Association Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 15.7 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver Is sought to be enforced. 15.6 Entire Agreement. The Association Rules, Operating Guide, and all schedules and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein. This Agreement shall prevail over the terms of any agreement governing the Settlement Account. 15.9 Notices. Except as otherwise provided in this Agreement, all notices must be given In writing and either hand delivered, faxed, or mailed first class, postage prepaid (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 15.10 Governing Law; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising from this Agreement must be brought by Paymentech against Merchant in the county and state of Merchant's principal office as Indicated below, and by Merchant against Paymentech exclusively In Dallas County, Dallas, Texas. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WANE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 15.11 Force Majeure. Neither party will be liable for delays In processing or other nonperformance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 15.11 will affect or excuse your liabilities and obligations for Charge backs, refunds, or unfulfilled products and services. 16. Survival. The provisions of Sections 4.2, 4.4, 4.5, 4.6, 7, 10.3, 11, 14, 15.10, and 17 shall survive the termination of this Agreement. 17. Definitions. 17.1 " "is your statement of the characteristics of your account that you have submitted to us to Induce us to enter into this Agreement with you and that has Induced us to process your Card transactions under the terms and conditions of this Agreement 17.2 "Association" is a group of Card Issuer banks, debit networks or other method provider, Including, without limitation, Visa U.S.A., Inc., MasterCard Intemational, Inc., and the NYCE, Pulse, Star, and Interlink debit networks. 17.3 "Association Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Associations. 17.4 "Card" is both (1) the plastic card or other evidence of the account and Qi) the account number, Issued to a Cardholder, which you accept from your customers as payment for their purchases from you, and for the transactions with respect to which Paymentech agrees to process. 17.5 "Cardholder" Is the person to whom the Card is Issued and who Is entitled to use the Card. 17.6 "Chargeback "is a reversal of a Card sale you previously presented, pursuant to Association Rules. 17.7 "Effective Date" means the date on which this Agreement takes effect pursuant to Section 10.1 17.6 "Retrieval Request" is a request for information by a Cardholder or Card issuer relating to a claim or complaint concerning a Card sale you have made. 17.9 "Sales Data" is the evidence and electronic record of a sale or lease transaction representin g payment by use of a Card or of a refund /credit to a Cardholder. 17.10 "Settlement Account" means an account at a financial institution designated by Merchant as the account to be debited and credited by Paymentech pursuant to this Agreement. 17.11 "Service Provider" is any party that processes, stores, or transmits Cardholder information on your behalf, including but not limited to, Submitter. 17.12 "T&E Card" is a travel and entertainment Card, charge Card, or credit Card Issued by American Express or Novus /Discover or such other Card (other than a MasterCard or Visa Card) with respect to which we may agree to process transactions now or in the future. Agreed and Accepted by: �1.2�1, r Date L. _21._ 1_. � +. , S,�. i Y l I �L Address 1� J qq Agreed and Accepted by: PAYMENTECH, LLC for itself and on behalf of JPMORGAN CHASE BANK, N.A. By Print Name r,tie STATE OF TEXAS COUNTY OF BRAZOS Lutheran Social Services Residential Services September 1, 2007- August 31, 2008 This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and Lutheran Social Services, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE II TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September 1St and ending August 31St , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and/or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. Page I of 14 qa --73 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 B. Moderate Level i. Frequent or repetitive minor problems in one or more areas; may engage in non- violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff; or ii. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level i. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level i. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self - destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others; needs constant supervision (24 -hour care) with maximum staffing, in a highly structured setting. E. Emergency Shelter i. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off - campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. Page 2 of 14 q9 -74 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Placement Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Placement Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Placement Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment/Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental /behavioral health; relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Juvenile Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Placement Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. I. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. Page 3 of 14 qq 75 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical /psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: 1. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: 1. Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. Page 4 of 14 l j -7 (I� Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Business Manager or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. It is understood that the Level of Care provided by Service Provider will be reduced to a lower Level of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and /or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Business Manager on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. Page 5 of 14 q1 -77 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated billing for reimbursement from Juvenile Probation. 5.08 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 5.09 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. 5.10 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Business Manager. Service Provider will not contact other department employees regarding any claims of payment. 5.11 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI ADDITIONAL TERMS AND AGREEMENTS 6.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. , �6 a -716 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 6.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed ten (10) days per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 6.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 6.04 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 6.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 6.06 Juvenile Probation is under no obligation to place any child with Service Provider. 6.07 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies, and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. 6.08 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submitted with an updated diagnosis and prognosis. 6.09 In accordance with §29.012(b)(1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 6.10.1 If a client makes an unauthorized departure from the Service Provider, Juvenile Probation shall be notified immediately. If the client returns to the Service Provider within ten (10) days or prior to the last billing day of the month, whichever shall occur first, the Service Provider shall receive payment for those days the client was absent from the Service Provider, but not to exceed ten (10) days payment. Page 7 of 14 Rj, - -7q Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE VII EXAMINATION OF PROGRAM AND RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and /or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on forms provided by Juvenile Probation. 7.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 7.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the Texas Family Code, Service Provider shall report any allegation or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty-four (24) hours from the time the allegation is made, to all of the following: A. Local law enforcement agency; Page of 14 �( /) q l uv Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 B. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1- 877 - 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number (979) 823 -4211 (ATTN: Chief Probation Officer). ARTICLE X DISCLOSURE OF INFORMATON 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and /or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct contact with juveniles was the alleged or designated perpetrator; E. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that are registered sex offenders; and F. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole; (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. It will not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex, religion, disability or national origin. Service Provider shall abide by all applicable federal, state and local laws and regulations. Page 9 of 14 qq �1 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his /her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof; or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period of ten (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement may be terminated: A. By either party upon ten (10) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider. Page 10 of 14 1 I 0� Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that the Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, any County in the State of Texas, or any political subdivision thereof; C. That it carries sufficient insurance to provide protection to Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement; and Page 11 of 14 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 D. That all of its employees, interns, volunteers, subcontractors, agents and /or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXI VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXII LEGAL CONSTRUCTION 22.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. ARTICLE XXIII PRIOR AGREEMENTS SUPERSEDED 23.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter ARTICLE XXIV AMENDMENT 24.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. Page 12 of 14 q 9 4 Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 EXECUTED IN DUPLICATE [or TRIPLICATE — see below], EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOS Randy Sims, unty JuUge And Brazo County Juvenile Board Chairman JA tA,-"J Doug Vance,-PhD, Executive Director Juvenile Services Department SERVICE AGENCY Authorized Signature (-ka v u+, 1-6, to t c.)v PRINTED name of person signing this contract PRINT FACILITY NAME AND ADDRESS: PRINT BILLING NAME AND ADDRESS: PRINT NAME OF BILLING CONTACT PERSON: CPS LICENSING REPRESENTATIVE: Page 13 of 14 sl'�-(�%O� Date Date Date S��y Title FACILITY TELEPHONE NUMBER: BILLING TELEPHONE NUMBER: FEDERAL TAX IDENTIFICATION NUMBER: CPS TELEPHONE NUMBER: Lutheran Social Services Residential Services Agreement September 1, 2007- August 31, 2008 EXHIBIT A BASIC LEVEL $37.00 MODERATE LEVEL $82.22 SPECIALIZED LEVEL $118.20 INTENSE LEVEL $207.62 EMERGENCY SHELTER $96.61 Page 14 of 14 STATE OF TEXAS COUNTY OF BRAZOS Methodist Children's Home Residential Services September 1, 2007- August 31, 2008 This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and Methodist Children's Home, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE II TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September 1" and ending August 31" , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and /or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child: or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses.. but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine horne environment Ntiith supplemental guidance and discipline to meet the needs of the child. Pa,i'e I of 14 V 017 Methodist Children's Home Residential Services Agreement September 1, 2007- August 31, 2003 B. Moderate Level i. Frequent or repetitive minor problems in one or more areas; may engage in non- violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff; or ii. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level i. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level i. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self - destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others, needs constant supervision (24 -hour care) with maximum staffing, in a highly structured setting. E. Emergency Shelter i. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off - campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or fiirloughs will be paid by the parent or guardian. PuIZL, 2 (?/'14 qq00 Methodist Children's Horne Residential Services Agreement September 1, 2007 - August 31, 2008 C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Placement Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Placement Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Placement Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment/Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental /behavioral health., relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Juvenile Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client, shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Placement Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. Document and maintain records of all goods and services provided to contracted children. These records shall contain. but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. Pm e3of14 Methodist Children's Home Residential Services Agreement September 1, 2007 - August 31, 2008 Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical /psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: 1. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement_ 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): I . The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: 1. Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. -- C ! o f 4 14 9� Methodist Children's Home Residential Services Agreement September 1, 2007-August 31, 2008 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Business Manager or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. it is understood that the Level of Care provided by Service Provider will be reduced to a lower Level of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and /or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Business Manager on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. Pa� ? of l-1 l l �� Methodist Children's Horne Residential Services Agreement September 1, 2007-August 31, 2008 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated billing for reimbursement from Juvenile Probation. 5.08 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 5.09 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. 5.10 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Business Manager. Service Provider will not contact other department employees regarding any claims of payment. 5.11 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI ADDITIONAL TERMS AND AGREEMENTS 6.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. %Page 6 of 14 qA Methodist Children's Home Residential Services Agreement September 1, 2007- August 31, 2008 6.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed ten (10) days per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 6.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 6.04 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 6.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 6.06 Juvenile Probation is under no obligation to place any child with Service Provider. 6.07 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies. and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. 6.08 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submitted with an updated diagnosis and prognosis. 6.09 In accordance with §29.012(b)(1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 6.10.1 If a client makes an unauthorized departure from the Service Provider, Juvenile Probation shall be notified immediately. If the client returns to the Service Provider within ten (10) days or prior to the last billing day of the month, whichever shall occur first, the Service Provider shall receive payment for those days the client was absent from the Service Provider, but not to exceed ten (10) days payment. Page 7 (?1'14 qq R3 Methodist Children's Home Residential.Services Agreement September 1, 2007- Azigust 31, 2008 ARTICLE VII EXAMINATION OF PROGRAM AND RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and /or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on forms provided by Juvenile Probation. 7.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 7.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the Texas Family Code, Service Provider shall report any allegation or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty -four (24) hours from the time the allegation is made. to all of the followin-: A. Local law enforcement auencv: PPu- 8 of 14 1 �� Methodist Children's Home Residential Services agreement September 1, 2007- august 31, 2008 B. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1 -877- 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number (979) 823 -4211 (ATTN: Chief Probation Officer). ARTICLE X DISCLOSURE OF INFORMATON 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and /or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct contact with juveniles was the alleged or designated perpetrator; E. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that are registered sex offenders; and F. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole, (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. It will not unlawfully discriminate against any employee, prospective employee, child, childcare provider. or parent on the basis of age. race, sex, religion. disability or national origin. Service Provider shall abide by all applicable federal, state and local laws and regulations. Page 9 of 14 Methodist Children's Home Residential Services Agreement .September I, 2007- August 31, 2008 ARTICLE XI1 ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his /her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof; or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period often (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement may be terminated: A. By either party upon ten (10) days written notice to the other party of the intention to terminate: or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy. Juvenile Probation may immediately suspend the effect of this Agreement. including but not limited to the obligation to pay. upon giving notice to the Service Provider. Page 10 q/� 14 G l q (/I/ Methodist Children's Home Residential Services Agreement September 1, 2007 - August 31, 2008 ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title S of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that the Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, any County in the State of Texas, or any political subdivision thereof, C. That it carries sufficient insurance to provide protection to Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement; and � Page 11 o/ 1 L -1 l q7 Methodist Children's Home Residential Services Agreement September 1, 2007- August 31, 2008 D. That all of its employees, interns, volunteers, subcontractors, agents and/or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXI VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXII LEGAL CONSTRUCTION 22.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. ARTICLE XXIII PRIOR AGREEMENTS SUPERSEDED 23.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter ARTICLE XXIV AMENDMENT 24.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. Pine I ? of 1 �R g Methodist Children's Home Residential Services Agreement September 1, 2007- August 31, 2008 EXECUTED IN DUPLICATE [or TRIPLICATE — see below], EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOS CO,) NTY Randy Sims, Co p6ty Judge And Brazos P6unty Juvenile Board Chairman 2k " Doug Vance, P iD, Executive Director Juvenile Services Department SERVICE AGENCY Authorized Si nature PRINTED name of person signing this contract PRINT FACILITY NAME AND ADDRESS: Ae4WIJ �i ldren, Yom . I ►► t Nerr;rg Avenue Waco► 1X 7 &708' PRINT BILLING NAME AND ADDRESS: Sarhe aS above- PRINT NAME OF BILLING CONTACT PERSON: Ch 6L C 1� /11 C L'u II(3ch CPS LICENSING REPRESENTATIVE: ,L ea Lon Page 13 (?f 14 Date �--23-0?- Date Date Titl— FACILITY TELEPHONE NUMBER: as -'753 - a / s / BILLING TELEPHONE NUMBER: 25-,9'- 76-0-/424) FEDERAL TAX IDENTIFICATION NUMBER: 4ffvR75d CPS TELEPHONE NUMBER: asy- 75'0 - C/373 Methodist Children's Home Residential Services Agreement September 1, 2007- August 31, 2008 EXHIBIT A BASIC LEVEL $37.00 MODERATE LEVEL $82.22 SPECIALIZED LEVEL $1 18.20 INTENSE LEVEL $207.62 EMERGENCY SHELTER $96.61 Pine 14 of 14 STATE OF TEXAS COUNTY OF BRAZOS Positive Steps, Inc. RTC Residential Services September 1, 2007- Auizust 31.2008 F This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and Positive Steps, Inc. RTC, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE II TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September 1" and ending August 31S` , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and/or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. Page I of 14 qq 161 This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and Positive Steps, Inc. RTC, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE II TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September 1" and ending August 31S` , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and/or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. Page I of 14 qq 161 Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 B. Moderate Level i. Frequent or repetitive minor problems in one or more areas; may engage in non- violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff; or ii. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level i. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level i. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self - destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others; needs constant supervision (24 -hour care) with maximum staffing, in a highly structured setting. E. Emergency Shelter i. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off - campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. Page 2 of 14 a a I n n Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Placement Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Placement Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Placement Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment/Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental /behavioral health; relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Juvenile Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Placement Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. I. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. Page 3 of 14 fl . 103 Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical /psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: 1. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: 1. Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. Page 4 of 14 Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Business Manager or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. It is understood that the Level of Care provided by Service Provider will be reduced to a lower Level of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and /or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Business Manager on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. Page 5 of 14 91 165 Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated billing for reimbursement from Juvenile Probation. 5.08 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 5.09 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. 5.10 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Business Manager. Service Provider will not contact other department employees regarding any claims of payment. 5.11 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI ADDITIONAL TERMS AND AGREEMENTS 6.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. Page 6 of 14 qj L o to Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 6.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed ten (10) days per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 6.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 6.04 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 6.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 6.06 Juvenile Probation is under no obligation to place any child with Service Provider. 6.07 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies, and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. 6.08 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submitted with an updated diagnosis and prognosis. 6.09 In accordance with §29.012(b)(1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 6.10.1 If a client makes an unauthorized departure from the Service Provider, Juvenile Probation shall be notified immediately. If the client returns to the Service Provider within ten (10) days or prior to the last billing day of the month, whichever shall occur first, the Service Provider shall receive payment for those days the client was absent from the Service Provider, but not to exceed ten (10) days payment. Page 7 of 14 qj 107 Positive Steps, Inc. RTC Residential Services Agreement September I, 2007- August 31, 2008 ARTICLE VII EXAMINATION OF PROGRAM AND RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and /or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on forms provided by Juvenile Probation. 7.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 7.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the Texas Family Code, Service Provider shall report any allegation or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty -four (24) hours from the time the allegation is made, to all of the following: A. Local law enforcement agency; Page 8 of 14 9q / 6T Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 B. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1 -877- 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number (979) 823 -4211 (ATTN: Chief Probation Officer). ARTICLE X DISCLOSURE OF INFORMATON 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and/or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct contact with juveniles was the alleged or designated perpetrator; E. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that are registered sex offenders; and F. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole; (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. It will not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex, religion, disability or national origin. Service Provider shall abide by all applicable federal, state and local laws and regulations. Page 9 of 14 qq 1 �� Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his /her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof; or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period of ten (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement may be terminated: A. By either party upon ten (10) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider. Page 10 of 14 qq //U Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that the Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, any County in the State of Texas, or any political subdivision thereof, C. That it carries sufficient insurance to provide protection to Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement; and Page I I of 14 Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 D. That all of its employees, interns, volunteers, subcontractors, agents and /or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXI VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXII LEGAL CONSTRUCTION 22.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. ARTICLE XXIII PRIOR AGREEMENTS SUPERSEDED 23.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter ARTICLE XXIV AMENDMENT 24.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. Page 12 of 14 Ito Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 EXECUTED IN DUPLICATE [or TRIPLICATE - see below], EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOS Randy Sims, Co�yrtity ,fudge And Brazos PAunty Juvenile Board Chairman Doug Vance, AD, Executive Director Juvenile Services Department SER ICE GEN Y Authoriz d Signature PRINTED name of person signing this contract P NT FACILITY NAME AND ADDRESS: PR NT BILLING NAME AND ADDRESS: sour' PRINNT NAME OF BILLING CONTACT PERSON: ( ilk ty H*j k-IrlS CPS LICENSING REPRESENTATIVE: Date 0 2 Date 'SjJ�jag Date r�'RdN'L -blf�cky Title FACILITY TELEPHONE NUMBER: ( 7 j) 5-)) — 0 55,q BILLING TELEPHONE NUMBER: f)S0 S6g- gl)j7 FEDERAL TAX IDENTIFICATION NUMBER: � &- 05-9 Lo I 5-q CPS TELEPHONE NUMBER: Page 13 of 14 j Positive Steps, Inc. RTC Residential Services Agreement September 1, 2007- August 31, 2008 EXHIBIT A BASIC LEVEL $37.00 MODERATE LEVEL $82.22 SPECIALIZED LEVEL $118.20 INTENSE LEVEL $207.62 EMERGENCY SHELTER $96.61 Page 14 of 14 Rq �1 STATE OF TEXAS COUNTY OF BRAZOS Renewed Strength Residential Services .rl.i September 1, 2007- August 31, 2008 This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and Renewed Strength, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE II TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September I'' and ending August 31'` , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and/or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. Paige I of 14 V I U5 Reneived .Strength Residential Services Agrecnient Selrteniber 1, 200.7-August 31, 2008 B. Moderate Level i. Frequent or repetitive minor problems in one or more areas; may engage in non- violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff, or ii. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level i. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level i. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self - destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others; needs constant supervision (24 -11our care) with maximum staffing, in a highly structured setting. E. Emerizencv Shelter i. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off - campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. Page 2 (#'14 qy iii Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Placement Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Placement Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Placement Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment/Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental /behavioral health; relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Juvenile Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Placement Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. I. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. Page 3 of 14 q'q �7 Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical /psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: 1. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: 1. Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. Page 4 of 14 qR jig Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Business Manager or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. It is understood that the Level of Care provided by Service Provider will be reduced to a lower Level. of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and/or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Business Manager on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. Page 5 of 14 q9 //q, Renewed Strength Residential Services Agreement September 1, .2007- August 31, 2008 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated billing for reimbursement from Juvenile Probation. 5.08 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 5.09 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. 5.10 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Business Manager. Service Provider will not contact other department employees regarding any claims of payment. 5.11 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI ADDITIONAL TERMS AND AGREEMENTS 6.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. Page 6 of 14 q R ��� Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 6.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed ten (10) days per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 6.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 6.04 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 6.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 6.06 Juvenile Probation is under no obligation to place any child with Service Provider. 6.07 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies, and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. 6.08 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submitted with an updated diagnosis and prognosis. 6.09 In accordance with §29.012(b)(1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 6.10.1 If a client makes an unauthorized departure from the Service Provider, Juvenile Probation shall be notified immediately. If the client returns to the Service Provider within ten (10) days or prior to the last billing day of the month, whichever shall occur first, the Service Provider shall receive payment for those days the client was absent from the Service Provider, but not to exceed ten (10) days payment. Page 7 of 14 Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE VII EXAMINATION OF PROGRAM AND RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and /or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on forms provided by Juvenile Probation. 7.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 7.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the Texas Family Code, Service Provider shall report any allegation or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty -four (24) hours from the time the allegation is made, to all of the following: A. Local law enforcement agency; Page 8 of 14 Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 B. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1- 877 - 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number (979) 823 -4211 (ATTN: Chief Probation Officer). ARTICLE X DISCLOSURE OF INFORMATON 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and /or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct contact with juveniles was the alleged or designated perpetrator; E. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that are registered sex offenders; and F. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and/or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole; (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. It will not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex, religion, disability or national origin. Service Provider shall abide by all applicable federal, state and local laws and regulations. Page 9 of 14 q'q 1013 Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his/her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof; or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period of ten (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement may be terminated: A. By either party upon ten (10) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider. Page q10 of N Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that the Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, any County in the State of Texas, or any political subdivision thereof, C. That it carries sufficient insurance to provide protection to Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement; and Page I 1 of 14 1 I � Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 D. That all of its employees, interns, volunteers, subcontractors, agents and /or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXI VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXII LEGAL CONSTRUCTION 22.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. ARTICLE XXIII PRIOR AGREEMENTS SUPERSEDED 23.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter ARTICLE XXIV AMENDMENT 24.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. Page 12 of 14 ON Ian Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 EXECUTED IN DUPLICATE [or TRIPLICATE — see below], EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOS Randy Sims, 5" dunty Judge And Braz,gs' ounty Juvenile Board Chairman Doug Vance, AD, Executive Director Juvenile Services Department SERVICE AGENCY Authorized Signature G L_ Glq��"�* PRINTED name of person signing this contract PRINT FACILITY NAME AND ADDRESS: PRINT BILLING NAME AND ADDRESS: PRINT NAME OF BILLING CONTACT PERSON: CPS LICENSING REPRESENTATIVE: Page 13 of 14 q Date Date 1 Date Title FACILITY TELEPHONE NUMBER: BILLING TELEPHONE NUMBER: �(�"l-gq� - -1 �-:,5a FEDERAL TAX IDENTIFICATION NUMBER: 4 "9�3,`flv55 CPS TELEPHONE NUMBER-O ) A7 EXHIBIT A BASIC LEVEL $37.00 MODERATE LEVEL $82.22 SPECIALIZED LEVEL $118.20 INTENSE LEVEL $207.62 EMERGENCY SHELTER $96.61 Page 14 of 14 -( fig Renewed Strength Residential Services Agreement September 1, 2007- August 31, 2008 STATE OF TEXAS COUNTY OF BRAZOS Therapeutic Family Life Residential Services September 1, 2007- August 31, 2008 This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and Therapeutic Family Life, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE II TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September 1" and ending August 31 s` , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and /or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. Page 1 of 14 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 B. Moderate Level i. Frequent or repetitive minor problems in one or more areas; may engage in non- violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff; or ii. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level i. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level i. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self - destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others; needs constant supervision (24 -hour care) with maximum staffing, in a highly structured setting. E. Emergency Shelter i. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off - campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. Page 2 of 14 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Placement Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Placement Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Placement Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment /Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental /behavioral health; relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Juvenile Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Placement Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. I. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. Page 3 of 14 /7'a t C3 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical /psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: 1. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: 1. Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. Page 4 of 14 . _a q 13a Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Business Manager or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. It is understood that the Level of Care provided by Service Provider will be reduced to a lower Level of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and /or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Business Manager on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. Page 5 of 14 qq 133 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated billing for reimbursement from Juvenile Probation. 5.08 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 5.09 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. 5.10 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Business Manager. Service Provider will not contact other department employees regarding any claims of payment. 5.11 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI ADDITIONAL TERMS AND AGREEMENTS 6.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. Page 6of14 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 6.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed ten (10) days per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 6.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 6.04 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 6.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 6.06 Juvenile Probation is under no obligation to place any child with Service Provider. 6.07 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies, and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. 6.08 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submitted with an updated diagnosis and prognosis. 6.09 In accordance with §29.012(b)(1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 6.10.1 If a client makes an unauthorized departure from the Service Provider, Juvenile Probation shall be notified immediately. If the client returns to the Service Provider within ten (10) days or prior to the last billing day of the month, whichever shall occur first, the Service Provider shall receive payment for those days the client was absent from the Service Provider, but not to exceed ten (10) days payment. Page 7 of 14 qj 135 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE VII EXAMINATION OF PROGRAM AND RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and /or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on forms provided by Juvenile Probation. 7.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 7.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the Texas Family Code, Service Provider shall report any allegation or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty -four (24) hours from the time the allegation is made, to all of the following: A. Local law enforcement agency; Page 8 of 14 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 B. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1- 877 - 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number (979) 823 -4211 (ATTN: Chief Probation Officer). ARTICLE X DISCLOSURE OF INFORMATON 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and/or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct contact with juveniles was the alleged or designated perpetrator; E. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that are registered sex offenders; and F. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole; (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. It will not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex, religion, disability or national origin. Service Provider shall abide by all applicable federal, state and local laws and regulations. Page 9 of 14 �� 137 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his /her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof; or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period of ten (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement may be terminated: A. By either party upon ten (10) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider. Page 10 of 14 q 9 135 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that the Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, any County in the State of Texas, or any political subdivision thereof; C. That it carries sufficient insurance to provide protection to Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement; and Page 11 of 14 91 J31 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 D. That all of its employees, interns, volunteers, subcontractors, agents and /or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXI VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXII LEGAL CONSTRUCTION 22.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. ARTICLE XXIII PRIOR AGREEMENTS SUPERSEDED 23.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter ARTICLE XXIV AMENDMENT 24.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. Page 12 of 14 R� I TU Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 EXECUTED IN DUPLICATE [or TRIPLICATE — see below], EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOS Randy Sims, County4udge And Brazos Co y Juvenile Board Chairman Doug Vance, MD, Executive Director Juvenile Services Department SERVICE AGENCY Authorized Signature t PRINTED name of person signing this contract PRINT FACILITY NAME AND ADDRESS: rc. ,e (K (,4 06 ff M L K:, fie. 300 PRINT BILLING NAME AND ADDRESS: -2<fyC-rXk L&L fa'm t. I, �' i- , 00 (11 L. e - -360 PRINT NAME OF BILLING CONTACT PERSON: -( C S-vX CPS LICENSING REPRESENTATIVE: C-1 Ck Page 13 of 14 Lt /a F1C7 Date Date Date PJXr- C (Tl Ue Title FACILITY TELEPHONE NUMBER: BILLING TE EPHONE NUMBER: FEDERAL TAX IDENTIFICATION NUMBER: CPS TELEPHONE NUMBER: s� 93 - -3 141 Therapeutic Family Life Residential Services Agreement September 1, 2007- August 31, 2008 EXHIBIT A BASIC LEVEL $37.00 MODERATE LEVEL $82.22 SPECIALIZED LEVEL $118.20 INTENSE LEVEL $207.62 EMERGENCY SHELTER $96.61 Page 14 of 14 STATE OF TEXAS COUNTY OF BRAZOS DePelchin Children's Center Residential Services September 1, 2007- August 31, 2008 This Agreement is entered into by and between the Brazos County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Services Department (collectively referred to as "Juvenile Probation ") and DePelchin Children's Center, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and /or any other appropriate State agency with licensure or regulatory authority over this facility ( "Service Provider "). ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long term residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. ARTICLE 11 TERM 2.01 The term of this Agreement is for twelve (12) months, commencing September 1, 2007, and ending August 31, 2008. It shall be automatically renewed for one year terms thereafter, commencing September 1't and ending August 31" , unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level i. Adequate functioning in all developmental and/or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or ii. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. Page I of 14 V I Lf3 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 B. Moderate Level i. Frequent or repetitive minor problems in one or more areas; may engage in non- violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff, or ii. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level i. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level i. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self - destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others; needs constant supervision (24 -hour care) with maximum staffing, in a highly structured setting. E. Emergency Shelter i. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off - campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. Page 2 of 14 aa- 1 LLI4 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Placement Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Placement Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Placement Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment/Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental /behavioral health; relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Juvenile Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Placement Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. I. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. Page 3 of 14 �°� f i. l� DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 J. Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical /psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: I. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: I . Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. Page 4 of 14 qq 146 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Business Manager or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. It is understood that the Level of Care provided by Service Provider will be reduced to a lower Level of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and /or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Business Manager on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. Page 5 of 14 qq 14,7 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated billing for reimbursement from Juvenile Probation. 5.08 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 5.09 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. 5.10 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Business Manager. Service Provider will not contact other department employees regarding any claims of payment. 5.11 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI ADDITIONAL TERMS AND AGREEMENTS 6.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. Page 6 of 14 a0t ! j DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 6.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed ten (10) days per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 6.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 6.04 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 6.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 6.06 Juvenile Probation is under no obligation to place any child with Service Provider. 6.07 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies, and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. r 6.08 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submitted with an updated diagnosis and prognosis. 6.09 In accordance with §29.012(b)(1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 6.10.1 If a client makes an unauthorized departure from the Service Provider, Juvenile Probation shall be notified immediately. If the client returns to the Service Provider within ten (10) days or prior to the last billing day of the month, whichever shall occur first, the Service Provider shall receive payment for those days the client was absent from the Service Provider, but not to exceed ten (10) days payment. Page 7 of 14 qq I �q DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE VII EXAMINATION OF PROGRAM AND RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and /or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on forms provided by Juvenile Probation. 7.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 7.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the Texas Family Code, Service Provider shall report any allegation or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty -four (24) hours from the time the allegation is made, to all of the following: A. Local law enforcement agency; Page 8 of 14 qq I Cia DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 B. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1- 877 - 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number (979) 823 -4211 (ATTN: Chief Probation Officer). ARTICLE X DISCLOSURE OF MFORMATON 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and/or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct contact with juveniles was the alleged or designated perpetrator; E. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that are registered sex offenders; and F. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and /or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole; (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. It will not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex, religion, disability or national origin. Service Provider shall abide by all applicable federal, state and local laws and regulations. Page 9 of 14 i9 15 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his /her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof, or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period of ten (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement may be terminated: A. By either party upon ten (10) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider. Page 10 of 14 qq t5a DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that the Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, any County in the State of Texas, or any political subdivision thereof; C. That it carries sufficient insurance to provide protection to Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement; and Page I 1 of 14 q1 15.3 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 D. That all of its employees, interns, volunteers, subcontractors, agents and /or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXI VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXII LEGAL CONSTRUCTION 22.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. ARTICLE XXIII PRIOR AGREEMENTS SUPERSEDED 23.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter ARTICLE XXIV AMENDMENT 24.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. Page 12 of 14 �q 15� DePelchin Children's Center Residential Services Agreement September 1, 2007 - August 31, 2008 EXECUTED IN DUPLICATE [or TRIPLICATE - see below], EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOSCOUNTY Randy Sims, County Ju e And Brazos County venile Board Chairman Doug Vance, h , Executive Direc or Juvenile Servic s Department SERVICE ENCY Authorized Signatu PRINTED name of person signing this contract PRINT FACILITY NAME AND ADDRESS: DePelchin Children's Center 4950 Memorial Drive Houston. TX 77007 PRINT BILLING NAME AND ADDRESS: DePelchin Children's Center 4950 Memorial Drive Houston, TX 77007 PRINT NAME OF BILLING CONTACT PERSON: Emma Smahlik CPS LICENSING REPRESENTATIVE: sbgLj Date ,�' Z�I Date �7 a 7 Date z�--w Title FACILITY TELEPHONE NUMBER: 713— 730 -2335 BILLING TELEPHONE NUMBER: 713 - 802 -7667 FEDERAL TAX IDENTIFICATION NUMBER: CPS TELEPHONE NUMBER: Page 13 of 14 I% 155 DePelchin Children's Center Residential Services Agreement September 1, 2007- August 31, 2008 EXHIBIT A BASIC LEVEL $37.00 MODERATE LEVEL $82.22 SPECIALIZED LEVEL $118.20 INTENSE LEVEL $207.62 EMERGENCY SHELTER $96.61 Page 14 of 14 -[ l 5. e 017 RESOLUTION 13 STATE OF TEXAS § COUNTY OF BRAZOS § GUIDELINES AND CRITERIA FOR GRANTING TAX ABATEMENT BRAZOS COUNTY, TEXAS I. INTRODUCTION WHEREAS, the attraction of long -term investment and the establishment of new jobs in the County would enhance the economic base of the Country; and WHEREAS, Brazos County has certain governmental powers that enable it to take affirmative and effective action to stimulate such growth; and WHEREAS, tax abatement is one of the principal means by which the public sector and the private sector can forge a partnership to promote real economic growth within the community; and WHEREAS, tax incentives offered must be strictly limited in application to those new or existing industries that bring new wealth into the community in order to avoid reducing the needed tax revenues of the County; and WHEREAS, in addition to keeping the protection of the environment and other natural resources as high priority, any attempts to stimulate the economy should be relatively assured of eventual positive economic effects on Brazos County, Texas revenue raising capabilities; and WHEREAS, the Property Redevelopment and Tax Abatement Act (the "Act ") Chapter 312 of the Texas Tax Code authorizes the County to provide property tax abatement for limited periods of time as an inducement for the development or redevelopment of a property; and WHEREAS, effective September 1, 1987, the Act requires eligible taxing jurisdictions to establish Guidelines and Criteria as to eligibility for tax abatement agreements prior to granting any future tax abatement, said Guidelines to be unchanged for a two (2) year period unless amended or repealed by a three- fourths vote of the Court; and WHEREAS, this document states guidelines and criteria that the County will utilize in attempts to assert positive economic development, but should not be read to imply or suggest that Brazos County, Texas is under an obligation to afford these opportunities to any applicant; and WHEREAS, these Guidelines and Criteria are designed to allow maximum flexibility in addressing the unique concerns of each applicant while enabling the County to respond to the changing needs of the community. Resolution #07 -014 q9 1,4151 NOW, THEREFORE, BE IT RESOLVED, that Brazos County, Texas, acting by and through its duly elected Commissioners Court, that these Guidelines and Criteria for granting tax abatement in Brazos County, be and are hereby adopted. II. DEFINITIONS A. "Abatement" means the full or partial exemption from ad valorem taxes of certain real and/or personal property in a Reinvestment Zone designated for economic development purposes pursuant to Chapter 312 of the Texas Tax Code. B. "Agreement" means a contractual agreement between a property owner and/or lessee and an eligible jurisdiction for the purposes of tax abatement. C. "Base Year Value" means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1, but before the execution of the Agreement. D. "County" means Brazos County, Texas. E. "Deferred Maintenance" means improvements necessary for continued operations which do not improve the productivity or alter the process technology. F. "Distribution Center Facility" means buildings and structures, including machinery and equipment, used or to be used primarily to receive, store, service, or distribute goods or materials owned by the facility operator where a majority of the goods or services are distributed to points at least fifty (50) miles from its location in the County. G. "Expansion" means the addition of buildings, structure, fixed machinery, or equipment for purposes of increasing production capacity. H. "Facility" means property improvements completed or in the process of construction which together comprise an integral whole. I. "Manufacturing Facility" means buildings and structures including machinery and equipment, the primary purpose of which is or will be the manufacture of tangible goods or materials or the processing of such goods or materials by physical o chemical change, including the assembly of goods and materials from multiple sources in order to create a finished or semi - finished product. "Modernization" means the replacement and upgrading of existing facilities which increases the productivity input or output, updates the technology or substantially lowers the unit cost of the operation. Modernization may result from the construction, alteration, or installation of buildings, structures, fixed machinery or equipment. It shall not be for the purpose of reconditioning, refurbishing, or repairing except as may be integral to or in direct connection with an existing expansion. K. "New Facility" means a property previously undeveloped which is placed into service by means other than or in conjunction with expansion or modernization. L. "Other Basic Industry" means buildings or structure including fixed machinery and equipment not elsewhere described, used or to be used for the production of products or qq Resolution #07 -014 services which serve a market primarily outside the County and result in the creation of new permanent jobs and create new wealth in the County. M. "Personal Property" means tangible personal property located on the real property, excluding that personal property located on the real property prior to the period covered by the abatement with the County, and other than inventory or supplies. N. "Productive Life" means the number of years a property improvement is expected to be in service. O. "Project" means any property improvement including expansion, modernizations, and new facilities; but excluding any deferred maintenance. P. "Reinvestment Zone" means any area of the County which has been designated a reinvestment zone for tax abatement purposes and which is located within the taxing jurisdiction of the County. It is the intent of the County to designate reinvestment zones on a case -by -case basis in order to maximize the potential incentives for eligible enterprises to locate or expand within the County. Q. "Regional Entertainment Facility" means buildings and structures, including machinery and equipment, used or to be used to provide entertainment through the admission of the general public where the majority of the users reside at least fifty (50) miles from its location in the County. R. "Regional Service Facility" means buildings and structures, including machinery and equipment, used or to be used to provide services to the general public. S. "Research Facility" means buildings and structures, including machinery and equipment, used or to be used primarily for research or experimentation to improve or develop new tangible goods or materials or to improve or develop the production processes thereto. T. "Targeted Enterprise" means the following facilities — distribution center facility, manufacturing facility, regional entertainment facility, research facility, regional service facility, or any other basic industry. III. CRITERIA FOR TAX ABATEMENT A. General Criteria. All applications must meet the following general criteria before being considered for tax abatement: 1. The project expands the local tax base. 2. The project creates permanent full time employment opportunities. 3. The project would not otherwise be developed. 4. The project makes a contribution to enhancing further economic development. 5. The project must remain in good standing with all governmental and environmental regulations. 3 q Resolution #07 -014 6. The project has not been started and no construction by the applicant has commenced at the time the application is approved. 7. The project must not have any of the following objections: a. there would be substantial adverse affect on the provision of government services on tax base; b. the applicant has insufficient financial capacity; C. planned or potential use of the property would constitute a hazard to public safety; d. planned or potential use of the property would create adverse impacts to adjacent properties; e. any violation of laws of the United States or State of Texas or ordinances of the City of Bryan or City of College Station, Texas or orders of Brazos County, Texas would occur; or f. it is in an improvement project financed with tax increment bonds. B. Specific Criteria. If the project in the application meets the general criteria, is a facility of a Targeted Enterprise and has a capital cost that exceeds One Million and No /100 Dollars ($1,000,000.00) then abatement of any or all of the increased value will be considered. In no case would tax abatement exceed the maximum allowed by state law, presently 100% for ten (1) years. Factors to be considered in determining the portion of the increased value to be abated and the duration of the abatement include, but are not limited to: Total amount of the increased value; 2. Total number of jobs created; 3. Type of jobs created; 4. Dollar Value of payroll created; 5. Other costs and revenues associated with the application. IV. APPLICATIONS FOR REINVESTMENT ZONES AND TAX ABATEMENTS A. All requests for reinvestment zones and tax abatement in the jurisdiction of Brazos County, Texas shall be made by filing a written application with the County Commissioners Court after addressing all criteria questions contained in this document. An application for designation of a reinvestment zone and for tax abatement may be combined and submitted jointly. Such applications may be filed with an agent or representative of the County hired to administer the County's program of tax abatement. 0 I q r 6'D Resolution #07 -014 All applications shall include the following unless the County has waived a requirement that it has deemed unnecessary to properly to properly evaluate the request: a general description of the project including purpose and explanation of the kind, number and location of all proposed improvements as well as how the project will meet the criteria established by this document. a plat showing the precise location of the property and all improvements thereon, all roadways within 500 feet of the site and all existing zoning and land uses within 500 feet of the site, (a complete legal description shall be provided if the property is described by metes and bounds). 3. a complete estimated cost of the project by land, building, equipment, inventory and personality categories. 4. a description of the methods of financing all estimated costs and the time when related costs or monetary obligations are to be incurred. estimated number of employment opportunities the project creates over the period of the abatement, including gross annual payroll of permanent full time and part time employees remaining after construction is complete. 6. a detailed time schedule for undertaking and completing the project. a fee in the amount of One Thousand and No /100 Dollars ($1,000.00). B. After reviewing the application, if the County staff, its agent or representative finds the application to be complete and accurate and meets the criteria established by this document, the County Staff, its agent or representative will then do or cause to have done an impact study, which the applicant may be required to pay or participate in paying for, setting forth the impact of the proposed reinvestment zone and tax abatement agreement. This study shall include, but not be limited to, a cost benefit analysis of the creation of the reinvestment zone and the abatement of taxes. C. After establishing the benefits of the proposal, the County staff, its agent or representative may propose that the County offer a tax abatement agreement. The County will then meet with representatives of each governing body or every taxing unit that the proposed reinvestment zone involves; this is to determine each taxing unit's intentions of entering into a tax abatement. D. The County staff, its agent or representative will then inform the applicant of the potential tax abatement agreement, the intentions of the other taxing units on tax abatement agreements, and what other incentives will be offered for the proposed project. E. Having completed all the required steps in the process, an having been assured by the applicant that it wishes to proceed, the County may then follow procedures in accordance with Texas Tax Code Chapter 312 (Vernon 1989), as amended, and establish a reinvestment zone and tax abatement agreement. q(�5 / Resolution #07 -014 V. DESIGNATION OF A REINVESTMENT ZONE AND TAX ABATEMENT A. Prior to granting tax abatement, Brazos County by Order must designate an area as a reinvestment zone unless such zone has been previously established by a municipality within the County. Prior to adopting such an Order the County Commissioners Court must conduct a public hearing on the designation that entitles all interested persons to speak and present evidence for or against the designation. Not later than the seventh day before the date of the hearing, notice of the hearing must be: Published in a newspaper having general circulation in the County. 2. Delivered in writing to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property that is to be included in the proposed reinvestment zone. B. The County by resolution may enter into a tax abatement agreement. At least seven (7) days before entering into the agreement, the County will deliver written notice of its intent to each taxing unit that is included in the reinvestments zone. Any agreement will include, but not be limited to, the following specific terms: all appropriate stipulations included in the application, as outlined by this document, for a reinvestment zone and tax abatement agreement. b. the amount and duration of the tax abatement. C. a method for determining the qualifications of meeting the criteria and a warranty and guarantee to met and maintain these qualifications over the term of the agreement; the County will be allowed, upon written request and reasonable notice, to inspect and audit such records of the applicant as are necessary to substantiate that the applicant is meeting criteria agreed upon during the term of the abatement. d. a provision that in the event the agreement is terminated for whatever reason or the applicant fails to fulfill the terms and provisions thereof, the tax abatement agreement will be determined null and void and all or some portion of abated taxes, as may be determined by the Commissioners Court in its sole discretion, shall be paid immediately to the County. e. access to and authorized inspection of the property by County employees, agents or representatives to ensure that the improvements or construction are made according to specifications and conditions of the agreement. C. An agreement may be modified or terminated by the mutual consent of the parties in the same manner that the agreement was approved and executed; provided however, the agreement may not be altered to provide for tax abatement for a period of more than ten (10) years. 6 Resolution #07 -014 qq l0a EXECUTED in open Court the day of ; , 20V I:' By: *Aelz Lloyd Wassermann, Precinct 1 B � _ Duane Peters, Precinct 2 By: Kenny M 11 •d, Precinct 3 By: Carey auley, Precin 7 Resolution #07 -014 aq ��3 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT IN REINVESTMENT ZONE NUMBER TWENTY THREE (23) FOR COMMERCIAL — INDUSTRIAL TAX ABATEMENT, BRAZOS COUNTY, TEXAS STATE OF TEXAS § CITY OF BRAZOS § This Agreement entered into by and between BRAZOS COUNTY, TEXAS, a political subdivision of the State of Texas, acting herein by and through its duly elected Commissioners Court, (hereinafter referred to as "COUNTY"), and TOYO INK INTERNATIONAL CORPORATION, a Delaware corporation (hereinafter referred to as "OWNER "). LIATAa so *V1 * IT`IAI WHEREAS, the City Council of the City of Bryan, Texas, on the 24th day of April, 2007, by ordinance ( #1682) established Reinvestment Zone Number Twenty three (23) for Commercial — Industrial Tax Abatement, City of Bryan, Brazos County, Texas (hereinafter referred to as "Zone ") as authorized by CHAPTER 312, TEXAS TAX CODE. WHEREAS, in order to provide for the proper development of such property and to aid in the conduct of the operation thereof to the best interest of the COUNTY, in accordance with the above - referenced ordinances and statute, the parties do mutually agree as follows: 1. The real property on which the real property improvements, personal property and equipment to be abated pursuant to this Agreement will be situated is a tract of land consisting of approximately 22.050 acres of land, and being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof for all purposes, (herein the "Property"). The location of the real property improvements is depicted on a site plan or diagram attached to this Agreement as Exhibit `B ". The real property and all improvements constructed thereon will be hereinafter referred to as "the Premises ". q9 16� 8 2. All of the following obligations of OWNER form the consideration for COUNTY entering into this Agreement: a. OWNER's construction of a manufacturing space on the Property with a minimum size of 50,000 square feet, representing a capital investment in real and personal property of at least $20,000,000, and to be completed on or before October 31, 2008. b. OWNER's commitment to install equipment and personal property at the Property as shown in the attached Exhibit "C" hereto and made a part hereof for all purposes. C. OWNER's commitment to employ on the Property at least twenty (20) full time regular employees having a gross annual payroll of $1,000,000.00 by December 31, 2008 and to maintain such employment levels and payroll for the duration of this Agreement. 3. OWNER agrees to construct all improvements in accordance with all applicable laws, ordinances, codes, rules, requirements or regulations of the Brazos County, the State of Texas, and the United States, and any subdivision, agency or authority thereof in effect at the time of development. 4. OWNER agrees that the site plan, exterior design drawings, specifications and materials (hereinafter referred to as "Plans ") for the improvements will be submitted to COUNTY for approval, which Plans are incorporated herein for all purposes. An official set of Plans will be designated by the OWNER and kept on file with the COUNTY. 5. OWNER shall keep the Premises insured against loss or damage by fire or any other casualty at full replacement value by purchasing insurance. OWNER shall furnish the Brazos County's Risk Manager with a certificate of insurance, evidencing such coverage. 2 ,'9' ) &5 6. OWNER shall submit written notice to COUNTY within ninety (90) days after the Premises are materially damaged by fire or any other casualty. The notice shall either set forth the dates OWNER will commence and complete the repair, remodeling or renovation of the damaged Premises or state that OWNER will not undertake such repair, remodeling or renovation. If OWNER notifies COUNTY that it will not undertake repair, remodeling or renovation of the damaged Premises, or if OWNER fails to complete the repair, remodeling or renovation by the completion date set forth in OWNER's notice to COUNTY, then COUNTY shall terminate this Agreement and COUNTY shall recapture from OWNER all property tax revenue COUNTY has lost as a result of this Agreement as required by §312.205(a)(4), Texas Property Tax Code. 7. OWNER agrees to provide COUNTY and its designees access to the Premises during regular business hours throughout the term of this Agreement for the purposes of inspection and examination of books, records, construction, workmanship, materials, and installations to determine that OWNER has complied with any requirement of this Agreement. S. OWNER agrees to limit the use of the Premises consistent with the general purpose of encouraging development or redevelopment within Reinvestment Zone No. 23 while partial abatement of ad valorem taxes is in effect pursuant to this Agreement. 9. OWNER represents and warrants that no member of the Brazos County Commissioners Court has an interest in the Premises and that the same are not owned or leased by any member of the Brazos County Commissioners Court. 10. OWNER agrees that COUNTY assumes no liability or responsibility by approving plans, issuing building permits or making inspections in the event there is a defect in the improvements d constructed on the Premises. The relationship between COUNTY, OWNER, and any taxing unit shall not be deemed to be a partnership or joint venture for purposes of this Agreement. 11. OWNER shall indemnify, hold harmless and defend COUNTY, its employees, officials, and agents from and against any and all obligations, claims, suits, demands and liability or alleged liability, including costs of suit, attorney's fees, damages, judgments, or settlements and related expenses arising in any manner from OWNER's construction, use and operation of the Premises, provided, however, that OWNER shall not be required to indemnify and hold COUNTY harmless for injury or harm caused by COUNTY's negligence or willful misconduct. 12. OWNER agrees to pay all ad valorem taxes and assessments (except as abated pursuant to this Agreement or otherwise exempt) owed to COUNTY prior to such taxes and/or assessments becoming delinquent. OWNER shall have the right to contest in good faith the validity or application of any such tax or assessment and shall not be considered in default hereunder so long as such contest is diligently pursued to completion. In the event that OWNER contests such tax or assessment, all uncontested taxes and assessments shall be promptly paid to COUNTY prior to delinquency. If OWNER undertakes any such contest, it shall notify COUNTY and keep COUNTY apprised of the status of such contest. Should OWNER be unsuccessful in any such contest, OWNER shall promptly pay all taxes, penalties and interest resulting therefrom. 13. OWNER agrees that a default occurs if: (i) OWNER does not maintain the Premises in good condition, wear and tear excepted; (ii) OWNER fails to repair, remodel or renovate any material damage or destruction of the Premises as provided for in Section 6 above; (iii) OWNER fails to use the Premises for the purposes contemplated by this Agreement or allows the same to become vacant; (iv) OWNER does not pay all non - abated taxes in the manner required by 4 Rq 16.1 l Section 12 hereof; (v) OWNER fails to comply with all applicable statutes, administrative regulations, or ordinances of the United States, the State of Texas, Brazos County, and/or the City of Bryan governing the operations or maintenance of the Premises or the conduct of OWNER's business in Bryan, Texas; (vi) OWNER fails to perform its obligations under Section 2a. of this Agreement on or before October 31, 2008, or its obligation under Section 2c. by December 31, 2008; or (vii) OWNER fails to comply with any other duty or obligation arising under this Agreement. COUNTY shall notify OWNER in writing of such default, and OWNER shall have thirty (30) days after receipt of such written notice, to cure any default, if the default can be cured. If OWNER fails to cure such default, or if OWNER's default can not be cured, COUNTY may, at COUNTY's sole option (except as to a default defined in (ii) above, which shall be governed by Section 6 of this Agreement) require OWNER to pay the current year's taxes in full or COUNTY may terminate this Agreement and recapture from OWNER a sum of money equal to all of the tax revenues COUNTY has lost due to the partial abatement of taxes on real property improvements, personal property and equipment from the inception of this Agreement. The remedies listed in this paragraph shall be in addition to any other remedies that COUNTY may have, both legal and equitable. 14. OWNER agrees to submit to COUNTY, and to each taxing unit in whose jurisdiction the Premises are situated, no later than February 1, 2009 and on February 1 st of each year thereafter during the term hereof, a Statement of Compliance in the form attached hereto as Exhibit "D" indicating that OWNER has or has not completed the improvements on the PREMISES in accordance with the Plans or revised plans and further indicating that OWNER has or has not complied with each applicable provision of this Agreement. 5 qq 169, 15. This Agreement shall be for a term of nine (9) tax /calendar years, unless sooner terminated. COUNTY hereby grants to OWNER, a partial exemption from ad valorem taxation as set forth in this Section, subject to all of the terms and conditions contained in this Agreement. The partial exemption from ad valorem taxation of real property improvements, personal property and equipment during each tax year covered by this Agreement shall be computed by taking a percentage of the increase in value of the Property and the Premises on January 1St of each tax year over the value on January 1St of 2007, which is the year this Agreement was executed by OWNER and COUNTY. The partial exemption percentages are as follows: Tax Year Percentage of Increased Value over January 1, 2007 Value to be Abated Year 1 (2007) 0% Year 2 (2008) 70% Year 3 (2009) 60% Year 4 (20 10) 60% Year 5 (2011) 40% Year 6 (2012) 40% Year 7 (2013) 20% Year 8 (2014) 20% Year 9 (2015) 10% For purposes of this Section, the value of the Property was $189,000.00 on January 1, 2007. For purposes of this Section, the personal property and equipment to be abated had a value of $0.00 on January 1, 2007 because it was not situated on the Premises on that date. 16. Miscellaneous. a. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective while this Agreement is in effect, such provision shall be automatically deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such deleted provision, there shall be added as part of this Agreement a provision that is 6 ll p '6R legal, valid and enforceable and that is as similar as possible in terms and substance as possible to the deleted provision. b. Texas law to annly. This Agreement shall be construed under and in accordance with the laws of the State of Texas and the obligations of the parties created hereunder are performable by the parties in Brazos County, Texas. Venue for any litigation arising under this Agreement shall be in a court of appropriate jurisdiction in Brazos County, Texas. C. Sole Agreement. This Agreement constitutes the sole and only Agreement of the Parties hereto respecting the subject matter covered by this Agreement, and supersedes any prior understandings or written or oral agreements between the parties. d. Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing and dated subsequent to the date hereof and duly executed by the parties hereto. Any proposed amendment, modification or alteration shall be provided to the City of Bryan and to the Bryan Independent School District for review and comment prior to adoption by the Brazos County Commissioners Court. e. Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any and all other legal remedies. Said rights and remedies are provided in addition to any other rights the parties may have by law, statute, ordinance or otherwise. f. No Waiver. COUNTY's failure to take action to enforce this Agreement in the event of OWNER'S default or breach of any covenant, condition, or stipulation herein on one occasion shall not be treated as a waiver and shall not prevent COUNTY from taking action to enforce this Agreement on subsequent occasions. q4 1--71--1 g. Assignment. OWNER shall not assign this Agreement without the written approval of the Brazos County Commissioners Court. A change in ownership of a majority of the stock of OWNER is an assignment for the purposes of this paragraph. An assignment to a subsidiary or affiliate company of OWNER shall not be prohibited under the section. If OWNER assigns this Agreement without written approval of the Brazos County Commissioners Court, this Agreement shall terminate immediately and the partial abatement of taxes on personal property and equipment provided for herein shall cease from the date such unauthorized assignment occurred. h. Notices. COUNTY and OWNER hereby designate the following individuals to receive any notices required to be submitted pursuant to the terms of this Agreement: CITY City of Bryan, Manager P.O. Box 1000 Bryan, Texas 77805 -1000 Brazos County, Texas Randy Sims, County Judge 300 East 26�h Street Bryan, Texas 77803 OWNER Toyo Ink International Corporation James A. Honda, General Counsel Toyo Ink International 300 Frank W. Burr Boulevard 7t" Floor Teaneck, NJ 07666 Bryan Independent School District C. David Stasny, President — Board of Trustees c/o Mike Cargill, Superintendent 101 N. Texas Avenue Bryan, Texas 77803 The parties hereto have executed this Agreement in duplicate originals, each of equal dignity. Each party has stated the execution date below the signature of its authorized representative. If the parties sign this Agreement on different dates, the later date shall be the effective date of this Agreement for all purposes. Iq 1-71 ATTEST: BRAZOS NTY By: Karen McQueen, County Clerk Randy Sim , ounty Judge Executed on: 404) -� APPROVED AS TO FORM: Bill Ballard Assistant County AdOrne y ATTEST: TOYO INK INTERNATIONAL CORPORATION ✓ ` By: R►'*s'�c�'o %�as � � Tym ��� Ic���rnc�v►M Fusao I ent Executed on: � 1.2 9 q p �7� P Pledger Kalkomey, Inc. K Consulting higineers BRYAN BUSINESS COUNCIL, INC. (22.050 ACRES) ALL THAT CERTAIN TRACT OR PARCEL OF LAND lying and being situated in the William S. Stewart Survey, A -220 in the City of Bryan, Brazos County, Texas, and being a part of the called 329.1964 -acre Bryan Business Council, Inc. (formerly Bryan Development Foundation, Inc.) tract recorded in Volume 652, Page 339 of the Official Public Records of Brazos County, Texas (O.P.R.B.C.) and being more particularly described as follows: COMMENCING at a 1/2" iron rod found in the east line of Harvey Mitchell Parkway (F.M. 2818) at the southwest corner of Lot 4, Block 6 of the Bryan Industrial Park, Phase II as recorded in Volume 847, Page 403 (O.P.R.B.C.) and the northwest corner of Lot 5, Block 6 of said subdivision; THENCE along the east line of Harvey Mitchell Parkway S 5 016'38" W, pass at 289.31 feet a bent 3/4" iron pipe at the southwest corner of said Lot 5 and the northwest corner of the remainder of said Bryan Business Council tract, a total distance of 779.33 feet to a 1/2" iron rod set for the northwest corner of this tract and the PLACE OF BEGINNING; THENCE into said Bryan Business Council tract S 84 °43'22" E, 726.00 feet to a 1/2" iron rod set for the northeast comer of this tract; THENCE through said Bryan Business Council tract S 5 °16'38" W, 1323.00 feet to a 1/2" iron rod set for the southeast corner of this tract; THENCE continuing through said Bryan Business Council tract N 84 043'22" W, 726.00 feet to a 1/2" iron rod set in the west line of said Bryan Business Council tract and the east line of Harvey Mitchell Parkway for the southwest comer of this tract; THENCE along the east line of Harvey Mitchell Parkway N 5 °16'38" E, 1323.00 feet to the PLACE OF BEGINNING containing 22.050 acres. Surveyor Certification: 1, John E. Pledger, III, Registered Professional Land Surveyor, do hereby certify that this survey was this day made on the ground of the property legally described hereon and is correct, and that there are no discrepancies, conflicts, shortages in area, boundary line conflicts, overlapping of improvements, easements or rights of way, except as shown hereon. This survey was performed in connection with the transaction described in G.F. No. 145202 of Brazos County Abstract Company. Use of this survey for any other purposes or by other parties shall be at their own risk and the undersigned surveyor is not responsible for any loss resulting therefrom. 'S� .. ....... 1.' 0� s rER } � FD • � JOHN .:..... E.......::... . PLEDGLEDGER, 111 4ohE . Pl edger, III February 1, 2007 �b I g j . red Professional Land Surveyor No. 2183�o "'s u Rte'' W.O. No. 20008 SAO -Work Orders \WO 20010 BBC -Toyo \SURVEY \Legal Descriptions \Toyo 22.050 acres-doe Page I of I P.O. Box 1736 (77834 -1736) • 1500 South Day Street • Brenham, Texas 77833 • (979) 836 -6631 qq 113 0 3 (� 1 T•aVEe .DIE. I LIWTP , I% yr e00 } 07 1 iii .' Bryan Busies; OCK 6 Part of cnlMg 960,498 s.f. Vdurle 6SR Bryan Industrial Park r3M' Phase II volune 817, Page 103 (OPRBC) LOT 3 BLOCK S BLOCK25 3 (� 1 T•aVEe .DIE. I LIWTP , I% yr e00 } 2,050 acres iii .' Bryan Busies; a Part of cnlMg 960,498 s.f. Vdurle 6SR Qg a usiness Council, Inc. w called 329.1964 acres M me 652, Page 339 •o Y� (O.P.R.B.C.) C7 ,0 NOF L � } Lj LOCATIO LOCATION a 100 -YEAR FLW0 , e: O PLAIN BOUNDARY (tTYwr4— . Breech log Ilaaard Stdy, Q = Aupuit 2002 yyyy Mlichell 6 Morgan, L1.C) APPROXIMATC LOCA OF FL tDO YEAR n.DOD PLAIN BOUNDARY, ZONE 'AE' (FENA FIRM No- I141CO150 C, Vr M1 Rao Qt� A ,luny 2. U99e), 22' W 726.00' / Owner Information: Bryan Bus"" counall, inc. , formerly Bryan Development Foundation, Inc. wMQ� Volume 652, Page 334 Official Public Records of Brazos County, Texas / E rrR01NNTE OF ilw —MI / Title Commitment Notes: Brazos County Abstract Company 6.F. No. 145202 B.IO.c. The City of Bryan Right- of-Way Easement recorded In Voume 144, Page 42 (17KOL) does not appear to pertain to this tract. Basis of Bearing Is the south line of Bryan Industrial Park, Phase II as recorded in Volume 841, Page 403 (OP.RB.C) Flood Statement: This tract does not appear to Ile within a designated flood hazard area per FEMA FIRM No. 4804160150 C dated July 2, 19412 and the Thompson's Branch Flood Hazard Study dated August 2002 performed by Mitchell t Morgan, L.L.C. Surveyor Certlflaoton: I, John E. Pledger, III, Registered Professional Land Surveyor, do hereby certify that this survey was this day made on the Bound of the property legally described hereon and Is correct, and that there are no dlecrepcncles, conflicts, shortages In area, boundary Ilse conflicts, overlapping of Improvements, easements or rights of way, except as shorn hereon. 0 F T �PfG1STfq•F Use of this survey for any other purposes or by other TQ� Pa Parties shall be at their own risk and the Undersigned = sLrveyor is not responsible For any loss resulting JOHN•E....... �1 therefrom. •••••• ` ..t '•� 2183 a« Pledger. 1111 -1�0'y yo ••SU5� Land Surveyor No. 2165 d 0 'OW � 1 S $ n O� �a LOT / BLOCK 3 >µ e 1 f � e ry 4 1 s. cm LAND TITLE 5URVE`r 22.050 acres William 5. Stewart Survey, A -220 City of Bryan, Brazos County, Texas P Pledger Kalkomeyt Inc. K Consulting Engineers 7020 Coyote Rum • B7yu11a, Tam 77808 979- 731.8000 • 979 - 731- 1500(FBx) %".pkanginaEisB.com Brenham • Bryan • Rosenberg SvYRre< John E Pledger, W Surw Bloioe d- RY4 4 AG RY'LS. MA 2183 ,1, On S. Steewt A -220 TOW DO. February 1, 2007 ab Bran Wes° TOW 20010 1 z O p 1 9b$ s m n e CA c � 1 s z v NEW mam WACTUFM FACLRY T O W AN BRA ZOB COUNTY TEAS MM LAYOUT PLAN v III 1P•���siyicy� ®8B•�09y�if @� IIj�II IIIVIII!, d did =ai¢ o�•..:ii: III - 9� diS H jqp "4" k R£ "� 8 S 89 98 to TTFTT - - - - - -- ! - -R- 'TI. + Ri ,R4 n5= � o _ s s O a a p !at a I �\ `— -------- — ] Y a M��_ M - --- PHIL GRAMM III 1P•���siyicy� ®8B•�09y�if @� IIj�II IIIVIII!, d did =ai¢ o�•..:ii: III - 9� diS H jqp "4" k R£ "� 8 S 89 98 to amfary[a"Natan O orb w.. ONEE DCSCRIP1gN E� ' p�f[ pESCRiPTIOn 6r'.1 VALE DE5CRIPTION Tax Abatement Agreement Exhibit C Description Amount ProcessEquipment Process Electrical DCS Control System Instrumentation Equipment - Sand Mill Zirconia Beads Test Coater GPC Printing Machine Particle Size Counter Other QC Equipment and Installation Office equipment & LAN construction Rack of warehouse c $2,087,420 c $1,193,784 c $392,000 c $590,951 c $625,000 c $100,000 $130,500 $100,900 $89,000 $52,000 $627,600 c $300,000 c $200,000 Total Equipment and Personal Property $6,489,155 qj 176 July 19, 2007 EXHIBIT "D" STATEMENT OF COMPLIANCE WITH AGREEMENT FOR COMMERCIAL - INDUSTRIAL TAX ABATEMENT WITH TOYO INK INTERNATIONAL CORPORATION IN CITY OF BRYAN REINVESTMENT ZONE 23 THE STATE OF TEXAS § CITY OF BRAZOS § TOYO INK ( "Owner ") hereby certifies any improvements on the Property, as called for in the above referenced Agreement, have been completed and constructed in every material respect pursuant to said Agreement. Owner further certifies that they have complied with every applicable material term of said Agreement. Signed this day of BY: ITS: 2007. Any above - described improvements have been accepted by the City of Bryan, Texas as having been constructed in compliance with the above referenced Agreement, and that pursuant to said Agreement the partial exemption from taxation shall commence on January 1, 2007 continuing through the year 2015, which will be the last year that the property will be entitled to exemption from taxation in accordance with this Agreement, and that the taxable value of the Premises for such period of time shall be the taxable value as finally determined, following any applicable contests and appeals, by the Brazos County Appraisal District on January 0 of each year of the term of the Agreement. Signed this day of ,�v�'US� , 2007. ATTEST: C- aren McQueen, City Secretary BRAZOS By. '4` Randy 13 q 171 County Judge EXHIBIT "D" STATEMENT OF COMPLIANCE WITH AGREEMENT FOR COMMERCIAL - INDUSTRIAL TAX ABATEMENT WITH TOYO INK INTERNATIONAL CORPORATION IN CITY OF BRYAN REINVESTMENT ZONE 23 THE STATE OF TEXAS § CITY OF BRAZOS § TOYO INK ( "Owner ") hereby certifies any improvements on the Property, as called for in the above referenced Agreement, have been completed and constructed in every material respect pursuant to said Agreement. Owner further certifies that they have complied with every applicable material term of said Agreement. Signed this day of , 2007. BY: ITS: Any above - described improvements have been accepted by the City of Bryan, Texas as having been constructed in compliance with the above referenced Agreement, and that pursuant to said Agreement the partial exemption from taxation shall commence on January 1, 2007 continuing through the year 2015, which will be the last year that the property will be entitled to exemption from taxation in accordance with this Agreement, and that the taxable value of the Premises for such period of time shall be the taxable value as finally determined, following any applicable contests and appeals, by the Brazos County Appraisal District on January 1St of each year of the term of the Agreement. Signed this day of ATTEST: Mary Lynne Stratta, City Secretary 2007. CITY OF BRYAN, TEXAS 1 �°� D. Mark Conlee, Mayor 176 ORDER PROVIDING FOR THE COLLECTION OF A TWO PERCENT HOTEL OCCUPANCY TAX Whereas, Chapter 352 of the Texas Tax Code was amended to authorize Brazos County to impose a two percent hotel occupancy tax; and, Whereas, the amendment to Chapter 352 of the Texas Tax Code became effective on June 15, 2007; and, Whereas, Brazos County desires to collect the hotel occupancy tax authorized by the amendment to Chapter 352 of the Texas Tax Code. Now, Therefore, Be It Resolved that Brazos County Orders that a two percent county hotel occupancy tax be collected beginning September 1, 2007, in accordance with the provisions recorded below. HOTEL OCCUPANCY TAX A. DEFINITIONS The following words, terms, and phrases are, for the purpose of this section, except where the context clearly indicates a different meaning, defined as follows: (1) Hotel shall mean any building or buildings, trailer, or other facility, in which the public may, for a consideration, obtain sleeping accommodations. The term shall include hotels, motels, tourist homes, houses or courts, lodging houses, inns, rooming houses, or other buildings where rooms are furnished for a consideration, but hotel shall not be defined so as to include hospitals, sanitariums, or nursing homes. (2) Consideration shall mean the cost of the room, sleeping, space, bed, or other facility in such hotel and shall not include the cost of any food served or personal services rendered to the occupant of such room not related to the cleaning and readying of such room, sleeping space, bed or other facility for occupancy. (3) Occupancy shall mean the use or possession, or the right to the use or possession of any room or rooms, sleeping space, bed, or other facility in a hotel for any purpose. (4) Occupant shall mean anyone who, for a consideration, uses, possesses, or has a right to use or possess any room or rooms, sleeping space, bed, or other facility in a hotel under any lease, concession, permit, right of access, license, contract, or agreement. 1 Order #07 -003 E. RULES AND REGULATIONS Brazos County shall have the power to make such rules and regulations as are necessary to effectively collect the tax levied herein, and shall upon reasonable notice have access to books and records necessary to enable him to determine the correctness of any report filed as required by this section and the amount of taxes due under the provisions of this section. Each person required to collect the tax imposed herein shall make those records available within Brazos County, upon request. F. PENALTIES Failure to File or Filing False Report (1) If any person required by the provisions of this section to collect the tax imposed herein, or make reports as required herein, and pay to the Treasurer's Office the tax imposed herein, shall fail to collect such tax, file such report, or pay such tax, or if any such person shall file a false report, such person shall be deemed guilty of a misdemeanor. (2) If the owner fails to report when required or pay the tax when due, the owner shall pay a penalty of five percent of the amount of the tax due. If the owner fails to file the report or pay the tax before the 31 st day after the date that the report or tax payment was due, he shall pay an additional penalty of five percent of the amount of the tax due. (3) Delinquent taxes and accrued penalties draw interest at the rate of 10 percent a year beginning 60 days after the date on which the tax was due. (4) The county attorney may bring suit against a person who is required to collect the tax imposed by this chapter and pay the collections over to the county and who has failed to file a tax report or pay the tax when due to collect the tax not paid or to enjoin the person from operating a hotel in the county until the tax is paid or the report filed, as applicable, as provided by the court's order. The remedy provided by this subsection is in addition to other available remedies. Tax Assessments If the operators of any hotel shall fail to file a report for any period as required by this sections, or shall fail to pay the tax for any period as required by this section, then the treasurer is hereby authorized to make an assessment of the tax for such period. The tax assessed, together with any penalties provided by this section, shall be a prior and superior lien on all property of the hotel. G. USE OF REVENUE (1) The commissioners court by contract may delegate to a person, including another governmental entity or a private organization, the management or supervision of programs and activities funded with revenue from the tax Order #07 -003 I 1W (8) The county shall create an advisory committee of seven members to oversee spending of the tax. The committee shall include at least two representatives from the hotel industry. H. EFFECTIVE DATE and EXPIRATION DATE This section shall be and become effective on and after September 1, 2007 and shall expire on September 1, 2015. Adopted this the 281h day of August, 2007. ATTEST: O Karen McQueen, County Clerk z Rq Igl Randy Sims County Judge Order #07 -003 THE FOLLOWING PROVISIONS OF POLICY ARE AMENDED AS FOLLOWS= 2.02.8 SICK LEAVE POOL POLICY THE S: The Brazos County Commissioners Court has established a program within Brazos County to allow an employee to voluntarily transfer sick leave earned by the employee to a County Sick Leave Pool. The authority to establish this program is granted by TEX. LOCAL GOVT CODE ANN. §157.071, et. seq., as amended September 1, 1997 and September 1, 2001. 2.02.8.1 PURPOSE The purpose of the Brazos County Sick Leave Pool is to provide additional sick leave days to county employees in the event an employee has a need for additional paid leave because they have exhausted all paid leave and have a serious medical hardship or catastrophic illness or injury, such as cancer, major surgery, AIDS, a serious accident, heart attack, etc. that poses a threat to life and /or requires inpatient, hospice or residential health care. The employee's need may arise from their own serious medical hardship or catastrophic illness or from their need to care for a member of the employee's immediate family, including a spouse, child, or parent, who has a serious medical hardship or catastrophic illness. This policy is not intended to cover an employee who is experiencing a normal pregnancy, has a common illness, has an illness or injury covered by an employer - paid long-term disability policy or worker's compensation, or has incurred injury during the course of committing a felony. Similarly, this policy is not intended to provide leave to any employee who has previously abused any paid leave. qq l$, 2.08.2 DEFINITIONS a. IMMEDIATE FAMILY is defined as those individuals who live in the same household as the employee and are related by kinship, adoption, or marriage; or are foster children certified by the Texas Department of Child Protective and Regulatory Services; and an employee's minor child regardless of whether the child lives in the same household. If not in the same household, an immediate family member is strictly limited to the employee's spouse, child or parent. b. ELIGIBLE EMPLOYEE is defined as: 1. anyone, excluding an Elected Official, who is a regular full -time or part-time employee of Brazos County with 12 or more months of continuous employment with the county who is paid from the County General Fund, a County Special Revenue Fund or County Administered Grant and is eligible for sick leave under the existing Personnel Policies, has enrolled in the sick leave pool and transferred at least one day of accrued sick time to the sick leave pool during the fiscal year, and 2. except as otherwise provided for herein, has exhausted all accrued sick leave, compensatory leave, extended sick leave, vacation and any other paid leave times to which he or she is entitled due to a catastrophic illness or injury. C. (No change) d. CATASTROPHIC ILLNESS OR INJURY means a terminal, life threatening, and /or severe condition or combined conditions affecting the mental or physical health of the employee or an eligible family member, such as cancer, major surgery, AIDS, a serious accident, heart attack, etc., that requires the services of a licensed practitioner for a prolonged period of time and that forces the employee to exhaust all accrued leave time (sick leave, vacation leave, and compensatory time) and to lose qq 1p compensation from the County. e. LICENSED PRACTITIONER means a licensed physician, nurse practitioner, or other licensed health care professional. f. (No change) 2.02.8.3 ADMINISTRATION OF THE POOL a. (No change) b. The Pool Administrative Committee shall be composed of the following members: County Judge, Commissioner, Legal Counsel, Human Resources Director and Director Emeritus of Human Resources. This committee shall be responsible for receiving and viewing all applications for use of leave from the Pool. 2.02.8.4 POOL MEMBERSHIP Membership in the Sick leave Pool is voluntary. a. All regular full -time and part-time employees are eligible to join the Sick Leave Pool by contributing a minimum of one (1) day or a maximum of four (4) days accrued sick leave. b. (No change). C. (No change). d. (No change). e. (No change). f. (No change). g. To maintain membership in the Sick Leave Pool, employees must donate a minimum of one (1) day and a maximum of four (4) days of earned sick leave each fiscal year during open enrollment designated by the Human Resource Director or at a time during the fiscal year designated by the Pool Administrator for general membership donations. Only one donation during the fiscal year is required to maintain membership in the Pool. 2.02.8.5 DAYS GRANTED Only members of the Sick Leave Pool will be granted days from the Sick Leave Pool. a. (No change). b. Days requested for stress-related illness will be granted for hospitalized days only. C. The maximum number of days granted to an employee each fiscal year shall not exceed one-third of the total amount of time in the Pool at the time of the request or 90 days whichever is less. d. A member of the pool, who exhausts all of his or her accrued paid leave and compensatory time to which the employee is otherwise entitled, may withdraw from the pool for a non - catastrophic illness the exact number of days the member had contributed that fiscal year. e. Days paid from the Sick Leave Pool will be calculated at the employee's regular full -time equivalency. An employee cannot receive daily sick leave pool pay in an amount greater than his or her regular base rate. f. Employees who make contributions to the sick leave pool may not stipulate who is to receive sick leave pool benefits. g. Employees on leave without pay are not eligible unless their leave without pay status is a result of depleting accrued paid leave because of the qualifying illness or injury. If an employee has returned from leave without pay, the employee is ineligible until he or she completes a minimum of 30 active workdays. h. The estate of a deceased employee is not entitled to payment for unused sick leave acquired by that employee from the sick leave pool or previously donated to the pool. i. Any unused balance of pool leave granted to an employee returns to the pool. j. Employees leaving County employ may donate a maximum of ten (10) days accrued sick leave. 2.02.8.6 PROCEDURE a. (No change) b. The Pool Administrator shall present the application to the Pool Administrative Committee, who shall determine eligibility. In making the decision regarding eligibility, the Pool Administrative Committee will review the employee's application, verification of exhaustion of all paid leave, and all medical evidence submitted by the employee, including but not limited to a physician's or licensed practitioner's statement. The Pool Administrative Committee may request additional medical information from the applicant. The final decisions on eligibility and distribution of donated leave time rest with the Pool Administrative Committee. C. (No change) d. (No change) e. To initiate an application, an employee must contact his or her department supervisor. In the event an employee is physically or mentally unable to initiate an application, an application request may be initiated by a member of the employee's immediate family; i.e., spouse, child or parent, by an Elected Official or by the employee's Department Head. An employee or one of the above authorized individuals must complete an application and provide either a licensed practitioner's statement or a release signed by the employee or his or her authorized agent of the employee's medical information. An employee may also be asked to provide additional medical information. An employee can only make an application once every fiscal year. Application materials should be sent to: Jennifer Salazar, Director of Human Resources 300 East 261h Street, Suite 107 Bryan, Texas 77803-53273 f. Application requests will be processed on a first -come, first - served basis, regardless of the method of delivery, according to date and time of receipt by the Administrator. 2.02.8.7 (No change) 2.02.8.8 (No change) Approved this JO�— day of August, 2007. Randy 11 17 County Judge SECTIONS 2.05 THROUGH 2.05.4 OF THE BRAZOS COUNTY EMPLOYEE MANUAL ARE AMENDED TO READ AS FOLLOWS- BRAZOS COUNTY 2.05 POLICY ON MILITARY LEAVE 2.05.1 Who is Covered The Uniformed Services Employment and Reemployment Rights Act (USERRA) was signed on October 13, 1994. The Act applies to persons who perform duty, voluntarily or involuntarily, in the "uniformed services," which include the Army, Navy, Marine Corps, Air Force, Coast Guard, and Public Health Service commissioned corps, as well as the reserve components of each of these services. Federal training or service in the Army National Guard and Air National Guard also gives rise to rights under USERRA. In addition, under the Public Health Security and Bioterrorism Response Act of 2002, certain disaster response work (and authorized training for such work) is considered "service in the uniformed services." Uniformed service includes active duty, active duty for training, inactive duty training (such as drills), initial active duty training, and funeral honors duty performed by National Guard and reserve members, as well as the period for which a person is absent from a position of employment for the purpose of an examination to determine fitness to perform any such duty. USERRA covers nearly all employees, including part -time and probationary employees. State law protects members of the Armed Forces (active duty or reserve), plus members of the Texas National Guard and the State Guard, only. q1 /99 2.05.2 Temporary Military Leave Chapter 431 of the Texas Government Code requires Brazos County to provide up to 15 days of paid military leave for members of the state militia and for federal military reservists during each federal fiscal year. The federal fiscal year starts October 1st and ends September 30th. Thus, Brazos County pays an employee on active military duty up to 15 days each federal fiscal year. The fifteen (15) working days paid military leave shall apply to the Escal year and any unused balance at the end of the -&cal year shall not be carried into the next fiscal year. Pay for attendance at Reserve or National Guard training sessions or exercises shall be authorized only for periods which fall within the employee's normal work schedule. An employee may use vacation leave, earned compensatory time, or leave without pay if he or she must attend Reserve or National Guard Training sessions or exercises in excess of the fifteen (15) working day maximum. 2.05.3 Military Leave Both state and federal law require Brazos County to provide certain protections for Military Leave longer than "temporary military leave." Chapter 613 of the Texas Government Code requires Brazos County to provide job restoration to reservists after a period of active duty. The current federal protection for military leave is found in the Uniformed Services Employment and Reemployment Rights Act of 1994 ( "USERRA" or "the Act "). These laws make several specific mandates to employers regarding treatment of members of the armed forces during and after military service. The paragraphs that follow describe the basics of those protections. If you have any questions regarding; military leave that are not addressed below, direct those questions to the Director of Human Resources. 2.05.4 Length of protection An employee is entitled to USERRA protection until his or her cumulative period of absences from his or her position with an employer caused by service in the uniformed services reaches five years. However, the Act contains a long list of exceptions, i.e. duty periods that do not count toward the five-year maximum. Those exceptions include annual reserve training requirements (i.e. monthly reserve weekends and three-week "summer" periods). Thus, the exceptions virtually swallow the rule. Be prepared to provide a copy of the employee's duty orders. A person also loses USERRA rights if his or her military service ends in a dishonorable or bad conduct discharge, a separation from the military under "other than honorable conditions," or an officer gets dismissed after a court - martial, going AWOL for three months, or having a final non-military criminal conviction. 2.05.5 Employee notification requirements Usually, an employee gets written duty orders in advance from his or her commanding officer. If the employee has written orders, he or she should provide a copy to the employing department within two (2) days after receipt of the order. Advance verbal notice by the employee or an appropriate office of the uniformed service in which military service is performed may also be provided. 2.05.6 Forfeiture of Rights If, prior to leaving for military service, an employee knowingly provides clear written notice of an intent not to return to work after military service, the employee waives entitlement to leave - of-absence rights and benefits. However, such waiver dose not surrender other rights or benefits under USERRA. T1 w 2.05.7 Rights while the employee is away A. No right to paid leave. Nothing in USERRA requires employers to pay employees while they are on protected military leave. However, USERRA prohibits employers from requiring reservists to exhaust their paid leave while on active duty. If the reservist asks to use paid leave, the employer must allow it. When Brazos County offers a supplemental pay policy, the County requires reservists to exhaust their paid leave first. This requirement does not violate USERRA because the employee receives the opportunity to recover supplemental pay, which is over and above what USERRA requires. B. Other Benefits While on Leave. An employee who is absent for military service is entitled to participate in any rights or benefits, not based on seniority, which are provided to other Brazos County employees on paid or unpaid leave-of- absence. The returning employee shall be entitled not only to non-seniority rights and benefits available at the time he or she left for military service, but also to those that became effective during the time of military service. C. Health benefits. USERRA requires the County to maintain the employee's coverage for the first 30 days of the deployment at the rate the employee usually pays for coverage. After that, the County must offer continuation coverage under COBRA co Iql 2.05.8 Rights upon return to work A. Deadlines for re- applying. Reservists who want to return to work must notify their Department or the Director of Human Resources of the intent to return within timelines that are dependent upon the length of time the employee spent in military service. 1. Less than 31 days Must report back to work no later than the beginning of his or her regularly-scheduled shift on the first full day after active duty period expired allowing for 8 hours of rest and time to return home safely from the place of service. 2. More than 30 days but less than 181 days Must return not later than 14 days after the completion of the active duty 3. More than 180 days Must return not later than 90 days after the completion of the active duty. If a person's return to duty is delayed because of hospitalization or recovery from an illness or injury incurred during the military leave, please contact the Brazos County Human Resources Department to find out the reservist's deadline for reapplying. If someone fails to meet these deadlines, then the County simply applies its regular rules with regard to absences from scheduled work. This would include the No Fault Attendance policy found in §2.13 of the Brazos County Personnel Regulations. B. Required Documentation Upon Return. Both state and federal law permit the County to ask for documentation to prove that the person meets the qualifications for protection, i.e., the date the military leave ended, whether the employee separated from the military in good standing, and that the person has not exceeded the service limits. The law contains several exceptions to this rule that benefit the employee. qq [�� C. Position upon return As with the deadlines for returning, the position the employee is entitled to depends upon how long the tour of active duty was and the circumstances of the particular person. a. Less than 91 days The "escalator" position, that is, the position the person would have been employed if he or she had been continuously employed during the military leave b. More than 90 days The "escalator" position or a position of like seniority, status and pay, the duties of which the person is qualified to perform. Regardless of the period of service, if an employee suffered a disability or aggravated a disability during the period of service, the Act requires the County to attempt to accommodate the employee to try to get him or her back to work. Contact the Human Resources Department if a returning employee has a disability unqualified to perform the duties of the escalator position. 2.05.9 Immediate reinstatement of health benefits A. Restoration of Health Coverage. Once reinstated, if the employee health plan coverage was previously terminated because of the employee's military service, Brazos County will reinstate the coverage immediately, including any coverage for dependents. B. Seniority and other rights. Upon reemployment, an employee is entitled to "the seniority and other rights and benefits determined by seniority" that he or she had upon leaving plus the additional seniority and rights and benefits that such person would have attained if he or she had never left. That means the employee receives longevity pay as though he or she never left and any other policy that is based on length of service. Thus, since County employees accrue vacation based on seniority, then when a reservist returns, we reinstate whatever balance he or she had prior to leaving for military RR l �3 duty plus add to that balance any additional time the employee would have accrued while on military duty (up to the maximum). Approved this 6 f� day of , 2007. County J}tdge, Randy Sims qq IqY 9.01.2 POLICY ON HEALTH INSURANCE PREMIUM REIMBURSEMENT FROM EMPLOYEES' PAY AFTER TERMINATION: It shall be the responsibility of the employee and Elected Official or Department Head to notify the Human Resource Department of an employee's last day of work. At the time of notification from the employee, the employee will be required to complete a form to stop all Health and /or Dental insurance and optional deductions. Notification of the last day must be done before the first payroll of the following month. If an employee or Elected Official/Department Head fails to contact the Human Resources Department in a timely manner and the deductions occur, the employee or the Elected Official or Department Head, on behalf of the employee, will be required to request reimbursement of the deduction from Commissioners Court no later than thirty (30) days after the date of the employee's last pay date. If the Commissioners Court approved the reimbursement and the deductions have been pre-taxed, the full amount deducted will not be reimbursed. The reimbursement will be reduced by the, taxes owed on the pre-taxed deduction and the employee's taxes plus the County's taxes will be submitted to the IRS. Approved this .26 day of 007. r Randy Sinpe,County Judge qj i95 =: • =AlA Document A121"CMc — 2003 Amendment No. 7 AMENDMENT N0. 7 TO AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER Pursuant to Section 2.2 of the Agreement, dated October 31, 2005 between Brazos County, Texas (Owner) and Hunt Construction Group, Inc. (the Construction Manager), for Brazos County (the Project), the Owner and Construction Manager establish a Guaranteed Maximum Price and Contract Time for the Work as set forth below. ARTICLE I GUARANTEED MAXIMUM PRICE The Construction Manager's Guaranteed Maximum Price for the Work, including the estimated Cost of the Work as defined in Article 6 and the Construction Manager's Fee as defined in Article 5, is Twenty -Four Million Seven Hundred Sixty Thousand Four Hundred Fifty -Seven Dollars ($24,760,457.00. This Price is for the performance of the Work in accordance with the Contract Documents listed and attached to this Amendment and marked Exhibits A through F, as follows: Exhibit A Costs associated with PCO #129 Scope Revisions, pages 1 through 1 , dated 08/20/2007 . (Paragraph deleted) Exhibit B Allowance items, pages through , dated NA Exhibit C Assumptions and Clarifications made in preparing the Guaranteed Maximum Price, pages through , dated . NA Exhibit D Completion Schedule, pages through , dated . NA Exhibit E Alternate Prices, pages through , dated NA Exhibit F Unit Prices, pages through , dated NA ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document Al 21 TmCMc — 2003 Amendment No. 1. Copyright ®1991, 1998 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:58 on 08/21/2007 under Order No.1000286908_6 which expires on 2/19/2008, and is not for resale. User Notes: olq ( C/ 1 (1456878571) ARTICLE II CONTRACT TIME The date of Substantial Completion established by this Amendment is: Brazos County Exposition Center Covered Arena — August 16, 2007 Stall Barn — August 16, 2007 Exhibit Hall — September 17, 2007 Brazos County Sheriff's Office — September 17, 2007 (S'gnat re)�� t (/ (Printed name a� titled t' ATTEST Date A AIA Document A121 TMCMc — 2003 Amendment No. 1. Copyright ©1991, 1998 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:33:29 on 08/21/2007 under Order No. 1000286908_6 which expires on 2/19/2008, and is not for resale. User Notes: q t q 7 (1242966594) EXHIBIT A August 20, 2007 BRAZOS COUNTY EXPOSITION CENTER & SHERIFF'S OFFICE AMENDMENT NO. 7 TO AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER COSTS ASSOCIATED WITH SCOPE REVISIONS — EXPOSITION CENTER PCO #129 - The cost for providing and installing 10" thick limestone base under the maintenance building and 8" thick base around building, including dirt work to slope rock away from structure. This change occurred through an onsite meeting with Brazos County, Hunt Construction and Glenn Fuqua on August 16, 2007. Fifty Six Thousand Three Hundred Fifty Dollars $56,350 2. Hunt's Bond, Insurance and Fee associated with this change is Two Thousand Nine Hundred Thirty Dollars, $2,930. 3. The net additive change associated with amendment #7 is Fifty Nine Thousand Two Hundred Eighty Dollars, $59,280. aq IRK RENEWAL ACCEPTANCE By signing herewith, I acknowledge and agree to renew RFP #2006 - 040R, in accordance with all terms and conditions previously agreed to and accepted. The new RFP number is 2007 -044R. I understand this agreement will 2007 through September 9, 2008. SWICO AUCTIONS Jim Swig Auctionee Texas License No. 9214 BRAZOSCOUNTY Randy Sims, be in effect from September 10, /s Date Llsk-) Date RENEWAL ACCEPTANCE By signing herewith, Kone, Inc., agrees to renew Annual Contract for Elevator Maintenance /Inspection Services, in accordance with all terms and conditions previously agreed to and accepted, and with no increase in price. I understand this agreement will be for the period beginning October 1, 2007 through September 30, 2008. one, n Authori a ure Date BRAZO COUNTY Ige R9 a� Date 12/11/2006 12:26 FAX 2814499795 KONE INC ea" 2 of 4 montgomery COMPLETE MAINTENANCE AGREEMENT FOR TRACTION ELEVATORS We will maintain the elevator equipment herein described, using skilled elevator maintenance men under our supervision. We will employ all reasonable care to see that the elevator equipment is maintained in proper operating condition. We will regularly and systematically examine. maintain, adjust, lubricate as required, and if condi- tions warrant, unless specifically excluded elsewhere in this Agreement, repair or replace all elevator components. We also agree to examine periodically all safety devices including governors and con- duct our customary annual no•load test in accordance with A.N.S.I. A -17 Code. Relamping of signal fixtures during our regular service time only. We will use special Montgomery lubricants compounded under our supervision and specifications. We assume no responsibility for the following items of elevator equipment which are not included in the Agreement: Refinishing. repairing or replacement of car enclosure, fan, gates and/or doors, hoistway enclosure, rail alignment, hoistway doors, door frames, sills, hoistway gates, finished flooring, power feeders, switches and their wiring and fusing. car light diffusers, light tubes or bulbs, smoke or heat sensors, This Agreement covers all work performed during the regular working hours of regular working days of the elevator trade, unless otherwise Indicated herein, Inuded in this Agreement are: Regular time call back services, ❑ Overtime minor adjustment can back services. If you should require, at any time, examinations, repairs or minor adjustment call back services (unless included above) to be made on overtime, we will absorb the regular time portion of each overtime hour worked. You will be charged only for the difference between our regular hourly billing rate and our regular overtime billing rate applicable, for each overtime hour worked. Foam 1422 rNv WW ! i �v I la 002/005 r >I 1 f t ! -I ;i �I -I i r t l . i, i i 1 i 12/11/2006 12:26 FAX 2814499795 KONE INC Page ' of 4 COMPLETE MAINTENANCE AGREEMENT FOR HYDRAULIC ELEVATORS We will maintain the elevator equipment herein described, using skilled elevator maintenance men under our supervision. We will employ all reasonable care to see that the elevator equipment is maintained in proper operating condilion, We will regularly and systematically examine, adjust, lubricate, as required, and if conditions warrant, unless specifically excluded elsewhere in this Agreement, repair or replace the following: Elevator pump, motor, plunger, plunger packing, V- belts, strainers, valves, regulators, controllers including relays, contacts, timers, coils, magnet frames and control wiring. Relamp all signals during regular service time only. We agree to repair and /or replace traveling cable when necessary; to replace car guide shoes, gibs. and /or rollers when necessary to insure proper operation, and we will keep the guide rails properly lubricated, when applicable. We agree to furnish special Montgomery lubricants compounded under our supervision and specifications. The following accessory equipment will be examined, lubricated, adjusted, repaired and/or replaced by us; Moor operator, car and hoistway door hangers and tracks. car door contacts, and door protective devices, all door gibs, car and corridor operating stations, alarm bell and buffers. We assume no responsibility for the following items of elevator equipment which are not included in this Agreement: Refinishing, repairing or replacement of car enclosures, fan, gates and /or doors. hoistway enclosures, rail alignment, hoistway doors, door frames and sills, hoistway gates. finished flooring, car lighting, power feeders, switches, their wiring and fusing. smoke or heat sensors, hydraulic cylinder, and underground piping. This Agreement covers all work performed during the regular working hours of regular working days of the elevator trade, unless otherwise specified. Inc*ded in this Agreement are: ❑ Regular time call back services, ❑ Overtime minor adjustment call back services. Q It you should require, at any time, examinations, repairs, minor adjustment call back services (unless included above) to be made on overtime, we will absorb the regular time portion of each overtime hour worked. You will be charged only for the difference between our regular hourly billing rate and our regular overtime billing rate applicable, for each overtime hour worked. qq goal l?1 003/005 12/1.112006 12:26 FAX 2814499795 KONE INC 0004/005 Page 3 of 4 The schedule below lists items which are considerably worn, and which will require replace- ment soon. We are accepting them in their present state in order to provide you with the max- imum service from these items, with the understanding that, in addition to the base price stated in this Agreement. you agree to pay us an additional amount at the time the listed items are first replaced. The additional charge for this replacement will be determined by pro - rating the total cost of replacing the individual items. You agree to pay for that portion of the items us- ed prior to the date of this Agreement and we agree to pay for that portion used since the date of this Agreement. SCHEDULE PART TO BE PRO -RATED PART NAME DATE OF ORIGINAL INSTALLATION Montgomery Elevator Company will not be required to make renewals or repairs necessitated by fluctuations in the building AC power systems, extreme variations in the machine room temperature or tampering with the elevatorlescalator equipment by unauthorized personnel. Montgomery Elevator Company shall not be obligated to make other safety tests, or to install new attachments whether or not recommended or directed by insurance companies, or by federal, state, municipal, or other governmental cr non -governmental authorities. Mon- tgomery Elevator Company shalt not be required to make renewals or repairs necessitated by the negligence, misuse or obsolescence of the equipment or any other cause beyond its con- trol except ordinary wear and tear. Nothing in this Agreement shall be construed to mean that Montgomery Elevator Company, assumes any liability for damages or otherwise on account of accidents to persons or proper- ty. including but not limited to accidents arising or resulting from the overloading and /or misloading of any elevator or other device covered by this Agreement, beyond Its rated capacity. You shall be solely responsible for supervising the use of the equipment and you shall provide whatever attendant personnel, warning signs and other controls and cautions that may be required or desirable to insure safe operation. You shall at all times be solely liable for the operation of the equipment. You shalt indemnity, protect and save harmless Mont- gomery Elevator Company from and against Vabilities, losses and claims of any kind or nature imposed on. incurred by, or asserted against Montgomery Elevator Company arising out of the active or passive negligence of Montgomery Elevator Company In any way connected with the use or operation of the equipment. You hereby waive any and all rights of recovery, arising as a matter of law or otherwise which you might now or hereafter have against Mont- gomery Elevator Company. Neither Montgomery Elevator Company nor its affiliates shall be liable for any loss, damage, detention or delay caused by accidents, strikes, lockouts. material shortages or by any other cause which is beyond its reasonable control, or in any event, for incidental or consequential damages. Montgomery Elevator Company shall not be liable for any work, service or material other than that specifically mentioned herein. Farm 1427 FMv I 91 09,03 121/11/2006 12:26 FAX 2814499795 KONE INC PURCHASER: Srazos County Courthouse D Treasury office 300 E. 26th St. Suite 313 Attn: mr. Ed Dobbins Bryan, Texas 77805 Contract Number Submission Date Effective Date Page 4 of 4 a 005/005 MAKE Freight Passenger ESCALATOR OTHER . Traction Hydro Tracton Hydro Dover/Rotary C.J.Anderson 1 B.F. Johnson 1 MONTGOMERY ELEVATOR COMPANY, in consideration of $ 445.00 , payable by you monthly in advance, hereby agrees to furnish services as herein described on the above equipment located at Brazos County Courthouse Annex, 300 E. 26th St., Bryan, TX. 77805 Al the termination of each one -year period from the date of submission of this Agreement, the price will be increased or decreased by the percentage of increase or decrease in the then current straight -time hourly rate (including partial an- nual increase of wage adjustment for Pension & Welfare cost) for Elevator Constructor Mechanics where the equipment is maintained. Present mechanic rate is 14.745.__ t 2.185 = 16, 930 TOTAL You shall pay, in addition to the price, any tax imposed upon you by any existing or future law and the amount of tax im- posed upon us, our suppliers or you under any statute, court decision. rule or regulation becoming effective after the date of this Agreement which is based upon or incident to the transfer, use, ownership or possession of the materials or equip- ment involved in the performances hereof or the services rendered, hereunder. A delinquent payment charge calculated at the rate of 116% per month, or if such rate is usurious then at the maximum rate under applicable law, shall be applied to delinquent payments. In the event of default of the payment provisions herein, you agree to pay, in addition to any defaulted amount, all attorney fees, collection cost or court cost in connection therewith. You shall at all times and at your own cost, maintain comprehensive bodily injury and property damage Insurance (naming Montgomery Elevator Com- pany as an additional insured), including bodily injury and property damage caused by the ownership, use or operation of the equipment described herein, The service specified herein will be furnished from the effective date above stated, and shall continue for a period of five years. Either party may terminate this Agreement either at the end or the first five years or at the end of any subsequent five years by giving the other party ninety (90) days written notice prior to the anniversary dale of the Agreement- In the event of the sale, lease or other transfer of the ownership of the equipment described herein, or the premises in which it Is located, customer agrees lo see that such purchaser is made aware of this Agreement and assumes and agrees to be bound by the terms hereof for the balance of the Agreement. Montgomery Elevator Company may at its sole discretion terminate the above Agreement with any such successor at any time upon thirty (30) days' advance notice in writing. This Agreement, and the acceptance thereof, shall constitute, exclusively and entirely, the Agreement for the service described and all prior representations of Agreements relating thereto, whether written or verbal, shall be deemed to be merged herein and this Agreement Including changes in or additions to shall not be binding upon Montgomery Elevator Company until approved by one of its executive officers at Moline, Illinois. In the event theft Purchaser's acceptance Is in the form of a purchase order or other kind of document, the Provisions, Terms and Conditions of this Agreement shall govern in the event of conflict. ACCEPTANCE: The foregoing Agreement is Respectfully supmitted, hereby signed and accepted in quadruplicate MONTGOMERY ELEVATOR COMPANY Date Purhescfp Ful Lepi Name _ By SigmuVa d mewirtd Orlkim erd Tate t42M yr. taev. &N n Office Col3ege61;at on, Tx Z784?4 Address P.O. Box 9824 B y . Leo Meehler, Local Representative APPROVED: '• 1 MONTGOMERY ELEVATOR COMPANY; By Moline, Illinois; Date: — l C BRAZOS COUNTY COMMISSIONERS' COURT ACTION FORM D1 ✓PA R`I'MF_,NT Road and Bridge NUMBER 56001000 DATE OF COURT MEETING: August 28, 2007 ITEM: Request from Verizon Communications to relocate (at the County's request) ely approximat 419 ( +) feet of buried cable installations in the right of way of Harris Lane to accommodate bridge structure replacement and road widening project. Site is located in Precinct 2. SOURCE OF FUNDS: N/A PRESENTATION: New cable will replace existing buried cable that is in the way of the construction site. REQUIREMENTS: I ) No work will be permitted between front slope and /or back slope. 2) All installation(s) shall be constructed in designated utility easements, if applicable. If no utility easement exists, the installation(s) shall be 1) within 3 -5' of and parallel to the right -of -way line and /or 2) in the case of a road bore, perpendicular to the right -of -way line. 3) If clearing of brush, trees and other obstruction is necessary, it shall be the Applicant's responsibility to do so and to remove all cleared brush, trees etc. from county right -of -way. 4) Ditch line shall be compacted to 90% standard density ASTM -Test Method No. D -698; test shall be conducted by an independent geotechnical testing firm; copies of all test results shall be furnished to the office of the Brazos County Engineer. 5) Construction shall be in strict conformance to the latest Texas Manual of Uniform Traffic Control Devices for Streets and Highways, published by the Texas Department of Transportation, and all other State and Federal laws governing utility construction. SUBMITTED BY: APPROVED BY: 4L-Z�', Richard F. Vance, P.E. Commissioner E. Duane Peters County Engineer Precinct 2 CC07 -079 "This R Date: mmissioners' Court a� a0-5 ver►zgn Engineering & Planning 301 Industrial Blvd. Bryan, TX 77803 August 15, 2007 Richard Vance Brazos County Engineering Office County Engineer 2617 W. Hwy 21 Bryan, TX 77803 Dear Mr. Vance: Subject: AGRMNTS 24 BURIED CABLE Enclosed are Form ED -135 and a work location sketch showing the location of our proposed buried cable line on County Roads in Brazos County at Bryan, Texas. This work is to be completed on Work Order 5435- 3POAOAP which is scheduled for September 12, 2007. If you have any questions concerning this work, please contact Joe Young at our office in Bryan, telephone 979 - 821 -4303 within 15 days so that we may explain of modify our proposal, otherwise, it is understood that this proposal is approved. Sincerely, Brenda Vajdak Supervisor — Network Engineer BV: ec Attachment 49 k U -ell x�. r . i :' F VERIZON COMMUNICATION Notice of Line Installation August 15, 2007 To The Commissioner's Court of Brazos County ATTENTION COUNTY JUDGE: Formal notice is hereby given that VERIZON COMMUNICATIONS will construct a communication line within the right -of -way of a County Road in Brazos County, Texas as follows: Verizon will place a buried communications cable 0.64 inches in diameter 3 feet in the right -of -way of Harris Lane for a distance of 419 feet at a minimum depth of 30 inches. This work is being done at the site of a county bridge replacement and right -of -way widening along Harris Lane. Verizon will directionally bore the creek at this location. This cable will replace an existing buried cable that is in the way of the construction site. The location and description of this line and associated appurtenances is more fully shown by four (4) copies of drawings attached to this notice. The line will be constructed and maintained on the County Road right -of -way in accordance with governing laws. Notwithstanding any other provision contained herein, it is expressly understood that the tender of this notice by the Verizon Southwest Incorporated does not constitute a waiver, surrender, abandonment or impairment of any property rights, franchise, easement, license, authority, permission, privilege or right now granted by law or may be granted in the future and any provision or provisions so construed shall be null and void. Construction of this line will begin on or after September 12, 2007. VERIZON COMMUNICATIONS 5435- 3POAOAP 4, a"'L, Brenda Vajdak Supervisor - Network Engineer 301 Industrial Blvd. Bryan, TX 77803 qq )67 1VMapQuest: Maps [8484 -8659] Harris Ln Bryan TX 77808 US Notes: W.O.# 3POAOAP WORK LOCATION r Page 1 of 1 All rights reserved. Use Subject to License /Copyright This map is informational only. 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